Master Services Agreement between Registrant and IBM



 Exhibit 10.18 
 MASTER SERVICES AGREEMENT 
 BETWEEN 
 THE GAP, INC. 
 AND 
 INTERNATIONAL BUSINESS MACHINES CORPORATION 
 DATED: JANUARY 13, 2006 
 This document contains confidential and proprietary information of The Gap, Inc. Except with the express
prior written permission of The Gap, Inc., this document and the information contained herein may not be published, disclosed, or used for any other purpose. 







 TABLE OF CONTENTS 
  

							
	 1.
	 	Definitions	  	2
		 	 1.1
	  	“Acceptance Test” and “Acceptance Tests”	  	2
		 	 1.2
	  	“Additional Resource Charge” or “ARC”	  	2
		 	 1.3
	  	“Affected Employees”	  	2
		 	 1.4
	  	“Affiliate”	  	2
		 	 1.5
	  	“Aggregated Service(s)”	  	2
		 	 1.6
	  	“Aggregate Withhold Amount”	  	3
		 	 1.7
	  	“Agreement”	  	3
		 	 1.8
	  	“Annual Services Charge”	  	3
		 	 1.9
	  	“Applications”	  	3
		 	 1.10
	  	“Approve” or “Approval”	  	3
		 	 1.11
	  	“Approved Reassignments”	  	3
		 	 1.12
	  	“Authorized Users”	  	3
		 	 1.13
	  	“Benchmark”	  	4
		 	 1.14
	  	“Benchmarker”	  	4
		 	 1.15
	  	“Benchmarking”	  	4
		 	 1.16
	  	“Best Practices”	  	4
		 	 1.17
	  	“Business Day(s)”	  	4
		 	 1.18
	  	“Business Objectives”	  	4
		 	 1.19
	  	“CAS”	  	4
		 	 1.20
	  	“Change”	  	4
		 	 1.21
	  	“Change Control Procedures”	  	4
		 	 1.22
	  	“Charges”	  	5
		 	 1.23
	  	“Consents”	  	5
		 	 1.24
	  	“Contract Year”	  	5
		 	 1.25
	  	“Damage Limit”	  	5
		 	 1.26
	  	“Data Center”	  	5
		 	 1.27
	  	“Days”	  	5
		 	 1.28
	  	“Deficiencies”	  	5
		 	 1.29
	  	“Deliverable”	  	5
		 	 1.30
	  	“Disabling Device(s)”	  	6
		 	 1.31
	  	“Disclosing Party”	  	6
		 	 1.32
	  	“Documentation”	  	6
		 	 1.33
	  	“Egregious Act Damage”	  	6
		 	 1.34
	  	“Egregious Acts”	  	6
		 	 1.35
	  	“Embedded Supplier Proprietary Documentation”	  	6
		 	 1.36
	  	“Embedded Supplier Proprietary Intellectual Property”	  	6
		 	 1.37
	  	“Embedded Supplier Proprietary Software”	  	7
		 	 1.38
	  	“Embedded Supplier Third Party Documentation”	  	7
		 	 1.39
	  	“Embedded Supplier Third Party Intellectual Property”	  	7
		 	 1.40
	  	“Embedded Supplier Third Party Software”	  	7
		 	 1.41
	  	“Employment Claim(s)”	  	7

  

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		 	 1.42
	  	“Equipment”	  	7
		 	 1.43
	  	“Excluded Fields”	  	8
		 	 1.44
	  	“Extended Term”	  	8
		 	 1.45
	  	“Extraordinary Event”	  	8
		 	 1.46
	  	“Finally Determined”	  	8
		 	 1.47
	  	“Full-Time”	  	8
		 	 1.48
	  	“Functional Service Area”	  	8
		 	 1.49
	  	“Functional Service Area Statement(s) of Work”	  	8
		 	 1.50
	  	“Gap”	  	9
		 	 1.51
	  	“Gap Base Case”	  	9
		 	 1.52
	  	“Gap Custom Documentation”	  	9
		 	 1.53
	  	“Gap Custom Intellectual Property”	  	9
		 	 1.54
	  	“Gap Custom Software”	  	9
		 	 1.55
	  	“Gap Data”	  	9
		 	 1.56
	  	“Gap Data Center”	  	10
		 	 1.57
	  	“Gap Delay Claim”	  	10
		 	 1.58
	  	“Gap Documentation”	  	10
		 	 1.59
	  	“Gap Equipment”	  	10
		 	 1.60
	  	“Gap Infrastructure Partnership Executive”	  	10
		 	 1.61
	  	“Gap Infringement Claim(s)”	  	10
		 	 1.62
	  	“Gap Infringement Exclusions”	  	10
		 	 1.63
	  	“Gap Infringement Trigger”	  	10
		 	 1.64
	  	“Gap Initiated Policy Change”	  	11
		 	 1.65
	  	“Gap Intellectual Property”	  	11
		 	 1.66
	  	“Gap IT Environment”	  	11
		 	 1.67
	  	“Gap Licensed Property”	  	11
		 	 1.68
	  	“Gap Modified Documentation”	  	11
		 	 1.69
	  	“Gap Modified Intellectual Property”	  	11
		 	 1.70
	  	“Gap Modified Software”	  	11
		 	 1.71
	  	“Gap Owned Intellectual Capital”	  	11
		 	 1.72
	  	“Gap Policies and Procedures”	  	12
		 	 1.73
	  	“Gap Proprietary Documentation”	  	12
		 	 1.74
	  	“Gap Proprietary Intellectual Property”	  	12
		 	 1.75
	  	“Gap Proprietary Software”	  	12
		 	 1.76
	  	“Gap Regulatory Requirements”	  	12
		 	 1.77
	  	“Gap Service Locations”	  	12
		 	 1.78
	  	“Gap Sites”	  	12
		 	 1.79
	  	“Gap Software”	  	13
		 	 1.80
	  	“Gap Systems”	  	13
		 	 1.81
	  	“Gap Third Party Claim(s)”	  	13
		 	 1.82
	  	“Gap Third Party Documentation”	  	13
		 	 1.83
	  	“Gap Third Party Intellectual Property”	  	13
		 	 1.84
	  	“Gap Third Party Software”	  	13
		 	 1.85
	  	“Gap Third Party Vendor”	  	13

  

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 ii 









							
		 	 1.86
	  	“Generally Available”	  	13
		 	 1.87
	  	“GID”	  	14
		 	 1.88
	  	“HIPAA”	  	14
		 	 1.89
	  	“HVAC”	  	14
		 	 1.90
	  	“Implementation Agreement(s)”	  	14
		 	 1.91
	  	“Including”	  	14
		 	 1.92
	  	“Income Tax”	  	14
		 	 1.93
	  	“Initial Term”	  	14
		 	 1.94
	  	“Initiation Date”	  	14
		 	 1.95
	  	“insource”	  	15
		 	 1.96
	  	“Intellectual Property”	  	15
		 	 1.97
	  	“Interface(s)”	  	15
		 	 1.98
	  	“*”	  	15
		 	 1.99
	  	“Managed Strategic Supplier”	  	15
		 	 1.100
	  	“Material Move”	  	15
		 	 1.101
	  	“Migrated Service(s)”	  	16
		 	 1.102
	  	“Monthly Baseline”	  	16
		 	 1.103
	  	“Monthly Performance Review”	  	16
		 	 1.104
	  	“Moral Rights”	  	16
		 	 1.105
	  	“New Services”	  	16
		 	 1.106
	  	“New Sourcing Line(s)”	  	16
		 	 1.107
	  	“Non-Recurring Initiatives”	  	16
		 	 1.108
	  	“Non-Referral Quarter”	  	16
		 	 1.109
	  	“Notice of Failure”	  	17
		 	 1.110
	  	“Object Code”	  	17
		 	 1.111
	  	“Open Source Software”	  	17
		 	 1.112
	  	“Parties” or “Party”	  	17
		 	 1.113
	  	“Permitted Auditors”	  	17
		 	 1.114
	  	“PHI”	  	17
		 	 1.115
	  	“Primary Event”	  	17
		 	 1.116
	  	“Procedures Manual”	  	17
		 	 1.117
	  	“Project”	  	18
		 	 1.118
	  	“Proprietary or Confidential Information”	  	18
		 	 1.119
	  	“Provisioned”	  	18
		 	 1.120
	  	“Quarterly Executive Meetings”	  	18
		 	 1.121
	  	“Receiving Party”	  	18
		 	 1.122
	  	“Reduced Resource Credit” or “RRC”	  	18
		 	 1.123
	  	“Reference Date”	  	18
		 	 1.124
	  	“Refresh”	  	18
		 	 1.125
	  	“Release”	  	19
		 	 1.126
	  	“Residual Knowledge”	  	19
		 	 1.127
	  	“Resource Baseline”	  	19
		 	 1.128
	  	“Resource Charge”	  	19
		 	 1.129
	  	“Resource Unit”	  	19



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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		 	 1.130
	  	“Revisions”	  	19
		 	 1.131
	  	“Sarbanes-Oxley Reporting Requirements and Process”	  	19
		 	 1.132
	  	“Service Levels”	  	19
		 	 1.133
	  	“Service Level Agreement(s)”	  	19
		 	 1.134
	  	“Service Locations”	  	20
		 	 1.135
	  	“Service Taxes”	  	20
		 	 1.136
	  	“Services”	  	20
		 	 1.137
	  	“Shared Subcontractors”	  	21
		 	 1.138
	  	“Software”	  	21
		 	 1.139
	  	“Source Materials”	  	21
		 	 1.140
	  	“Specifications”	  	21
		 	 1.141
	  	“Statement(s) of Work”	  	21
		 	 1.142
	  	“Stranded Costs”	  	21
		 	 1.143
	  	“Subcontractor”	  	22
		 	 1.144
	  	“Supplier”	  	22
		 	 1.145
	  	“Supplier Assumed”	  	22
		 	 1.146
	  	“Supplier Data Center”	  	22
		 	 1.147
	  	“Supplier Documentation”	  	22
		 	 1.148
	  	“Supplier Embedded Items”	  	23
		 	 1.149
	  	“Supplier Equipment”	  	23
		 	 1.150
	  	“Supplier Infringement Claims”	  	23
		 	 1.151
	  	“Supplier Infringement Exclusions”	  	23
		 	 1.152
	  	“Supplier Infringement Trigger”	  	23
		 	 1.153
	  	“Supplier Intellectual Property”	  	23
		 	 1.154
	  	“Supplier Key Employee”	  	23
		 	 1.155
	  	“Supplier Modified Documentation”	  	23
		 	 1.156
	  	“Supplier Modified Intellectual Property”	  	24
		 	 1.157
	  	“Supplier Modified Items”	  	24
		 	 1.158
	  	“Supplier Modified Software”	  	24
		 	 1.159
	  	“Supplier’s Outsourcing Relationship Executive”	  	25
		 	 1.160
	  	“Supplier Personnel”	  	25
		 	 1.161
	  	“Supplier Proprietary Documentation”	  	25
		 	 1.162
	  	“Supplier Proprietary Intellectual Property”	  	25
		 	 1.163
	  	“Supplier Proprietary Software”	  	25
		 	 1.164
	  	“Supplier Reference Intellectual Property”	  	25
		 	 1.165
	  	“Supplier Regulatory Requirements”	  	26
		 	 1.166
	  	“Supplier Service Locations”	  	26
		 	 1.167
	  	“Supplier Shared Service Center”	  	26
		 	 1.168
	  	“Supplier Software”	  	26
		 	 1.169
	  	“Supplier Systems”	  	26
		 	 1.170
	  	“Supplier Third Party Claim(s)”	  	26
		 	 1.171
	  	“Supplier’s Remedial Acts”	  	26
		 	 1.172
	  	“Supplier Third Party Documentation”	  	26
		 	 1.173
	  	“Supplier Third Party Intellectual Property”	  	27

  

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		  	1.174	  	“Supplier Third Party Software”	  	27
		  	1.175	  	“Supplier Tools”	  	27
		  	1.176	  	“Technology Change”	  	27
		  	1.177	  	“Term”	  	27
		  	1.178	  	“Termination Assistance Services”	  	27
		  	1.179	  	“Termination Transition Period”	  	27
		  	1.180	  	“Termination Transition Plan”	  	28
		  	1.181	  	“Third Party Service(s)”	  	28
		  	1.182	  	“Third Party Vendor”	  	28
		  	1.183	  	“third source”	  	28
		  	1.184	  	“Transition”	  	28
		  	1.185	  	“Transition Period”	  	28
		  	1.186	  	“Transitioned Employees”	  	28
		  	1.187	  	“Transition-In Plan” or “Transition Plan”	  	28
		  	1.188	  	“UPS”	  	29
		  	1.189	  	“Update”	  	29
		  	1.190	  	“VAT Taxes”	  	29
		  	1.191	  	“Version”	  	29
		  	1.192	  	“Virus(es)”	  	29
			
	 2.
	  	Term	  	29
		  	2.1	  	Initial Term	  	29
		  	2.2	  	Options to Extend	  	30
		  	2.3	  	Fees During Extended Term	  	30
			
	 3.
	  	Services	  	30
		  	3.1	  	Services	  	30
		  	3.2	  	Changes in Policies and Procedures	  	30
		  	3.3	  	Documentation	  	31
		  	3.4	  	Managed Network Services	  	31
		  	3.5	  	Cross Functional Services	  	31
		  	3.6	  	End User Support Services	  	32
		  	3.7	  	RESERVED	  	32
		  	3.8	  	Server Services	  	32
		  	3.9	  	Store Services	  	32
		  	3.10	  	Transition-In	  	32
		  	3.11	  	Equipment	  	33
		  	3.12	  	Replacement Services	  	33
		  	3.13	  	Technology Refresh Services	  	33
		  	3.14	  	Software Services	  	34
		  	3.15	  	Licenses and Permits	  	34
		  	3.16	  	Knowledge Transfer and Best Practices	  	34
		  	3.17	  	Strategic / Business Planning and Process Implementation	  	35
		  	3.18	  	Budgeting Services	  	35

  

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		  	3.19	  	Reporting Services	  	35
		  	3.20	  	Data Protection and Privacy	  	36
		  	3.21	  	New Services	  	36
			
	 4.
	  	Single Relationship Agreement	  	37
			
	 5.
	  	Implementation Agreements	  	37
		  	5.1	  	Execution	  	37
		  	5.2	  	Order of Precedence	  	38
		  	5.3	  	Terms and Conditions	  	38
		  	5.4	  	Parental Guarantee	  	39
	6.	  	Unapproved Work	  	39
		  	6.1	  	Gap Approval	  	39
		  	6.2	  	Right to Reject	  	40
		  	6.3	  	Failure to Obtain Approval	  	40
	7.	  	Service Levels	  	41
		  	7.1	  	Service Level Agreements	  	41
		  	7.2	  	Reports	  	41
		  	7.3	  	Root-Cause Analysis and Resolution	  	41
		  	7.4	  	Cost and Efficiency Reviews	  	41
	8.	  	Benchmarking	  	42
		  	8.1	  	Benchmarking Process	  	42
		  	8.2	  	Benchmark Adjustments	  	44
			
	 9.
	  	Strategic Relationship Management	  	45
		  	9.1	  	Definitions	  	45
		  	9.2	  	Managed Strategic Supplier Services	  	45
		  	9.3	  	Appointment as Limited Agent	  	47
		  	9.4	  	Lease Management	  	47
			
	 10.
	  	Service Locations	  	48
		  	10.1	  	Service Locations	  	48
		  	10.2	  	Shared Environment	  	48
		  	10.3	  	Safety Procedures	  	49
		  	10.4	  	Security Procedures	  	49
		  	10.5	  	Access To Gap Sites	  	51
		  	10.6	  	Furniture, Fixtures and Equipment	  	51
		  	10.7	  	Gap’s Responsibilities Regarding Utilities	  	51
		  	10.8	  	Supplier’s Responsibilities Regarding Facilities	  	52
		  	10.9	  	Physical Security	  	52
		  	10.10	  	Employee Services	  	52
		  	10.11	  	Use of Gap Sites	  	52

  

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		  	10.12	  	Damage to Gap Facilities, Buildings, or Grounds	  	53
		  	10.13	  	Use of Supplier Service Locations	  	53
			
	 11.
	  	Data Backup and Disaster Plan	  	54
		  	11.1	  	Data Backup	  	54
		  	11.2	  	Disaster Plan	  	54
		  	11.3	  	Disaster Avoidance	  	54
		  	11.4	  	Disaster Recovery	  	55
		  	11.5	  	Public Telecommunications Facilities	  	55
			
	 12.
	  	Communications Systems and Access to Information	  	55
			
	13.	  	Non-Exclusive Relationship	  	56
		  	13.1	  	Non-Exclusivity	  	56
		  	13.2	  	Multi-Vendor Environment	  	57
			
	14.	  	Human Resources	  	57
			
	15.	  	Statements of Work	  	57
			
	16.	  	Gap Authorized User Satisfaction	  	57
		  	16.1	  	Baseline Gap Authorized User Satisfaction Survey	  	57
		  	16.2	  	Gap Authorized User Satisfaction Survey	  	58
			
	17.	  	Gap Responsibilities	  	58
		  	17.1	  	Obligations	  	58
		  	17.2	  	Interfering Acts	  	58
		  	17.3	  	Strategic Control	  	59
			
	18.	  	Services Team	  	59
		  	18.1	  	Supplier Outsourcing Relationship Executive	  	59
		  	18.2	  	Supplier Key Employees	  	60
		  	18.3	  	Conduct of Supplier Personnel	  	60
		  	18.4	  	Substance Abuse	  	61
		  	18.5	  	Union Agreements and WARN Act	  	62
			
	19.	  	Management And Control	  	62
		  	19.1	  	Governance	  	62
		  	19.2	  	Meetings	  	62
		  	19.3	  	Gap Policies and Procedures	  	63
		  	19.4	  	Change Control Procedures	  	63
		  	19.5	  	Gap Infrastructure Partnership Executive	  	64
		  	19.6	  	Gap Personnel	  	64
			
	20.	  	Data and Reports	  	65
		  	20.1	  	Provision of Data	  	65

  

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		 	 20.2
	  	Ownership of Gap Data	  	65
		 	 20.3
	  	Correction of Errors	  	65
		 	 20.4
	  	Return of Data	  	65
		 	 20.5
	  	Reports	  	65
		 	 20.6
	  	Safeguarding Client Data	  	66
		 	 20.7
	  	Data Retention	  	66
			
	 21.
	 	Consents	  	66
		 	 21.1
	  	Obtaining Consents	  	66
		 	 21.2
	  	Consent Remedy	  	66
		 	 21.3
	  	Assignment of Existing Agreements	  	67
			
	 22.
	 	Software, Documentation and Intellectual Property	  	67
		 	 22.1
	  	Gap Licenses to Supplier	  	67
		 	 22.2
	  	Gap Owned Intellectual Capital	  	68
		 	 22.3
	  	Joint Patent and Patent License Rights	  	70
		 	 22.4
	  	Supplier Embedded Items and Supplier Modified Items	  	71
		 	 22.5
	  	Supplier Proprietary Software and Supplier Third Party Software	  	72
		 	 22.6
	  	Supplier Proprietary Documentation and Supplier Third Party Documentation	  	72
		 	 22.7
	  	Supplier Proprietary Intellectual Property and Supplier Third Party Intellectual Property	  	73
		 	 22.8
	  	Supplier Reference Intellectual Property	  	73
		 	 22.9
	  	License Restriction	  	73
		 	 22.10
	  	Works Made For Hire	  	73
			
	 23.
	 	Authority to License, Quiet Enjoyment, Proprietary Rights and Indemnity	  	74
		 	 23.1
	  	Authority to License and Non-Infringement	  	74
		 	 23.2
	  	Quiet Enjoyment	  	75
		 	 23.3
	  	Supplier’s Proprietary Rights Indemnity	  	75
		 	 23.4
	  	Gap’s Proprietary Rights Indemnity	  	78
		 	 23.5
	  	Conditions to Indemnity Obligations	  	80
		 	 23.6
	  	*	  	80
			
	 24.
	 	Documentation	  	81
			
	 25.
	 	Installation and Acceptance Tests	  	81
		 	 25.1
	  	General	  	81
		 	 25.2
	  	Installation Tests	  	81
		 	 25.3
	  	Additional Testing	  	82
		 	 25.4
	  	Failed Acceptance Testing	  	82
			
	 26.
	 	Pricing	  	83
		 	 26.1
	  	General	  	83
		 	 26.2
	  	Non-Recurring Initiative Pricing	  	83



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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		 	 26.3
	  	Cost of Living Adjustment	  	83
		 	 26.4
	  	All Fees Stated	  	84
		 	 26.5
	  	Taxes	  	84
		 	 26.6
	  	Payment Does Not Imply Approval	  	87
		 	 26.7
	  	Withhold Remedy	  	87
		 	 26.8
	  	Technology Changes	  	88
			
	 27.
	 	Invoices and Payments	  	88
		 	 27.1
	  	General	  	88
		 	 27.2
	  	Invoice Summary	  	89
		 	 27.3
	  	Billing Adjustments	  	90
		 	 27.4
	  	Billing Disputes And Reports	  	90
			
	 28.
	 	Limitations of Liability and Damages	  	91
		 	 28.1
	  	Damage Recovery Exclusion	  	91
		 	 28.2
	  	Limitation of Liability Amount	  	91
		 	 28.3
	  	Exclusions	  	91
		 	 28.4
	  	Egregious Acts	  	92
		 	 28.5
	  	Direct Damages	  	93
			
	 29.
	 	Representations, Warranties, and Covenants	  	94
		 	 29.1
	  	General	  	94
		 	 29.2
	  	Performance Warranty	  	94
		 	 29.3
	  	Service	  	94
		 	 29.4
	  	Litigation Warranty	  	94
		 	 29.5
	  	Licensed Users and Rights to Use Software	  	94
		 	 29.6
	  	Support Not to be Withheld	  	95
		 	 29.7
	  	Assignment of Warranties	  	95
		 	 29.8
	  	Viruses	  	95
		 	 29.9
	  	Disabling Devices	  	96
		 	 29.10
	  	Insurance Premiums	  	96
		 	 29.11
	  	Compliance with Laws	  	96
		 	 29.12
	  	Changes in Law and Regulations	  	97
		 	 29.13
	  	Inducements	  	97
		 	 29.14
	  	Technical Architecture and Product Standards	  	97
		 	 29.15
	  	Open Source Warranty	  	97
		 	 29.16
	  	Representations and Warranties Throughout Agreement	  	98
		 	 29.17
	  	Warranty Disclaimer	  	98
			
	 30.
	 	Remedy Waiver	  	98
			
	 31.
	 	Internal Dispute Resolution	  	99
		 	 31.1
	  	Intent	  	99
		 	 31.2
	  	Informal Resolution	  	99
		 	 31.3
	  	Fact Finding Report	  	99

  

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		 	 31.4
	  	Dispute Resolution Mandatory	  	100
		 	 31.5
	  	Applicability To Disputes With Suppliers Other than Supplier	  	100
			
	 32.
	 	[Reserved]	  	100
			
	 33.
	 	Termination	  	100
		 	 33.1
	  	Change of Control	  	100
		 	 33.2
	  	Termination for Cause by Gap	  	101
		 	 33.3
	  	Termination for Cause by Supplier	  	101
		 	 33.4
	  	Termination for Insolvency	  	101
		 	 33.5
	  	Termination for Failure to Implement Benchmark Adjustments	  	102
		 	 33.6
	  	Termination for Convenience	  	102
		 	 33.7
	  	Termination Assistance	  	102
		 	 33.8
	  	Payment of Fees	  	102
		 	 33.9
	  	Cumulative Remedies	  	103
			
	 34.
	 	Termination/Expiration Assistance Services	  	103
		 	 34.1
	  	Termination/Expiration Transition Plan	  	103
		 	 34.2
	  	Performance of Services	  	103
		 	 34.3
	  	Termination Transition Period	  	104
		 	 34.4
	  	Transition Services	  	105
			
	 35.
	 	Insurance and Indemnity	  	107
		 	 35.1
	  	Required Insurance Coverage	  	107
		 	 35.2
	  	Claims Made Coverages	  	108
		 	 35.3
	  	Certificates Of Insurance	  	108
		 	 35.4
	  	Subcontractors To Be Insured	  	109
		 	 35.5
	  	Cancellation Or Lapse Of Insurance	  	109
		 	 35.6
	  	Other Insurance Requirements	  	110
		 	 35.7
	  	General Indemnity	  	110
		 	 35.8
	  	Damage to Gap Facilities, Buildings, or Grounds	  	112
		 	 35.9
	  	Indemnities Throughout Agreement	  	113
			
	 36.
	 	Confidentiality	  	113
		 	 36.1
	  	Definition of Proprietary or Confidential Information	  	113
		 	 36.2
	  	Exclusions	  	113
		 	 36.3
	  	Non-Disclosure and Non-Use	  	114
		 	 36.4
	  	Treatment of Gap Data	  	115
		 	 36.5
	  	Compelled Disclosures	  	115
		 	 36.6
	  	Return of Proprietary or Confidential Information	  	116
		 	 36.7
	  	Solicitation of Gap Customers	  	116
		 	 36.8
	  	Nonexclusive Equitable Remedy	  	116
		 	 36.9
	  	Residual Knowledge	  	117

  

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	 37.
	 	Audit, Inspection, and Examination of Records	  	117
		 	 37.1
	  	Maintenance of Books and Records	  	117
		 	 37.2
	  	Audits Authorized by Gap	  	117
		 	 37.3
	  	Audit Settlements	  	118
		 	 37.4
	  	Internal Audits	  	119
			
	 38.
	 	Bankruptcy and Liquidation	  	120
			
	 39.
	 	Assignment and Merger	  	121
		 	 39.1
	  	Assignment	  	121
		 	 39.2
	  	Separation	  	121
		 	 39.3
	  	Acquisitions and Mergers by Gap	  	122
			
	 40.
	 	Extraordinary Events	  	122
		 	 40.1
	  	Defined	  	122
		 	 40.2
	  	Extraordinary Event Pricing	  	123
			
	 41.
	 	Use of Reduced Resource Credits	  	123
		 	 41.1
	  	Business Impacts	  	123
		 	 41.2
	  	Third Source and Insource Limits on RRCs	  	123
		 	 41.3
	  	RRCs To Include IT Tower Pricing	  	124
			
	 42.
	 	Amendment of Agreement	  	124
			
	 43.
	 	Waiver	  	124
			
	 44.
	 	Independent Contractor	  	124
			
	 45.
	 	Subcontractors	  	125
		 	 45.1
	  	Approval Required	  	125
		 	 45.2
	  	Request for Approval	  	125
		 	 45.3
	  	Review of Request	  	126
		 	 45.4
	  	Supplier Obligations Remain Unchanged	  	126
		 	 45.5
	  	Approval of Subcontractor Personnel/Termination	  	126
			
	 46.
	 	Interpretation of Agreement	  	126
		 	 46.1
	  	Conflict Between Agreement and Exhibits	  	126
		 	 46.2
	  	Choice of Law	  	127
		 	 46.3
	  	Venue and Jurisdiction	  	127
		 	 46.4
	  	Agreement Drafted by All Parties	  	128
		 	 46.5
	  	Terminology	  	128
		 	 46.6
	  	Section Headings	  	128
		 	 46.7
	  	Counterparts	  	128
		 	 46.8
	  	Appointment of Agent for Service of Process	  	128

  

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	 47.
	 	Notices	  	129
			
	 48.
	 	Entire Agreement	  	130
			
	 49.
	 	Severability	  	130
			
	 50.
	 	Electronic Transfer of Intellectual Property	  	130
			
	 51.
	 	Force Majeure	  	130
			
	 52.
	 	Liens	  	131
			
	 53.
	 	Demonstrations and Promotions	  	131
		 	 53.1
	  	Promotions Referring to Gap	  	131
		 	 53.2
	  	Demonstration and Promotions Not Warranties	  	131
		 	 53.3
	  	*	  	132



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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 MASTER SERVICES AGREEMENT 
 This Master Services Agreement, dated for reference purposes as of January 13, 2006 (“Reference Date”), is entered into between The Gap,
Inc., a Delaware corporation, and International Business Machines Corporation, a New York corporation. 
 RECITALS 
  

	A.	Gap desires to contract with Supplier, and Supplier desires to contract with Gap, to provide the Services (as defined below) in accordance with the Service Levels (as defined
below), the Business Objectives (as defined below), and the other requirements of this Agreement. 

  

	B.	Gap’s strategic and business objectives, to be accomplished through this Agreement, include: (1) implementing the standardized, strategic architecture as quickly as
possible without major disruption to Gap’s business; (2) obtaining a dramatic reduction in Gap’s overall operating expense to reduce Gap’s total cost of ownership; (3) improving deployment of new Authorized User (as defined
below) equipment; (4) reducing downtime to Authorized Users; (5) supporting the old and new Gap IT infrastructures during migration; (6) receiving reliable & flexible Services from Supplier; (7) obtaining an end state
that results in a best-in-class solution for all aspects of Gap’s IT infrastructure; (8) dramatically reducing complexity as compared to Gap’s current IT infrastructure; (9) improving overall management of Gap’s IT
infrastructure; (10) achieving flexibility to quickly expand and contract the Services and the Gap IT infrastructure to meet Gap’s business requirements, address changes in the global marketplace, and/or facilitate moving toward a
strategic architecture; (11) creating an IT infrastructure which allows Gap IT to instantly react to business requests for functionality without requiring the time and expense of implementing a totally new IT environment for each request (e.g.,
functionality, capacity, or reduction on demand); (12) defining and implementing key statistics, metrics, and monitoring for the Gap IT infrastructure to facilitate proactive IT management rather than reactive IT management; (13) Gap
retention of overall strategic responsibility for the IT infrastructure; (14) Supplier’s compliance with Gap’s Policies and Procedures (as defined below), including Gap’s IT delivery model; (15) obtaining highly-motivated
Supplier Personnel (as defined below) that will provide high-quality services at a competitive cost; (16) utilizing Gap strategic business partner’s products within the Gap IT infrastructure; (17) increasing the level of customer
service and satisfaction; (18) compliance with the Sarbanes-Oxley Corporate Reform Act and Gap’s Sarbanes-Oxley Reporting Requirements and Process (as defined in Section 1.131 below); and (19) proactive management of the Services
to improve overall business value, performance, availability, and reliability ((1) – (19) are collectively referred to herein as the “Business Objectives”). 

  

	C.	Both Parties acknowledge that a principal objective of Gap in entering into this Agreement is to insure that the Services enable Gap to achieve the Business Objectives stated above.










	D.	The Parties also intend for this Agreement to provide a contractual infrastructure to facilitate the acquisition of new sourcing service lines by Gap from Supplier such as logistics
and supply chain management, supply chain applications, and human resources support; it being understood that Gap’s decisions to introduce such services and which supplier it will utilize are in its sole discretion. 

 AGREEMENT 
 In consideration of the
foregoing Recitals (which are incorporated herein) and the mutual covenants and agreements contained herein, the Parties hereto agree as follows: 
  

	 	1.	Definitions 

 The following terms,
when used in this Agreement, shall have the following meanings: 
  

	 	1.1	“Acceptance Test” and “Acceptance Tests” 

 “Acceptance Test” and “Acceptance Tests” shall have the meaning specified in Section 25.3 (Additional Testing). 
  


	 	1.2	“Additional Resource Charge” or “ARC” 

 “Additional Resource Charge” or “ARC” shall have the meaning specified in Exhibit C (Fees and Resource Baselines). 
  

	 	1.3	“Affected Employees” 

 “Affected Employees” shall have the meaning specified in Exhibit H (Human Resources). 
  

	 	1.4	“Affiliate” 

 “Affiliate” as to Supplier or Gap, shall mean any corporation, partnership, limited liability company, or other domestic or foreign entity (a) of which a controlling interest is owned directly or indirectly by a Party, or
(b) controlled by, or under common control with, a Party. 
  

	 	1.5	“Aggregated Service(s)” 

 “Aggregated Service(s)” shall have the meaning specified in Section 8.1A (Benchmarking Process). 
  

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	 	1.6	“Aggregate Withhold Amount” 

 “Aggregate Withhold Amount” shall have the meaning specified in Section 26.7 (Withhold Remedy). 
  

	 	1.7	“Agreement” 

 “Agreement” shall mean this Master Services Agreement, together with the Exhibits, Schedules, Documentation, future Gap-Approved Statements of Work, and all other materials incorporated herein by reference. 
  

	 	1.8	“Annual Services Charge” 

 “Annual Services Charge” shall have the meaning specified in Exhibit C (Fees and Resource Baselines). 
  

	 	1.9	“Applications” 

 “Applications” shall mean those items of Software owned, licensed, leased, or otherwise obtained by Gap as are identified in Exhibit D.8 (Existing Agreements) as amended from time to time by Gap in its sole discretion. All
Applications shall be implemented in accordance with Section 19.4 (Change Control Procedures) of the Agreement. 
  

	 	1.10	“Approve” or “Approval” 

 “Approve” or “Approval” shall mean (1) the written authorization by Gap’s Chief Information Officer (or his or her designee) or the Gap Infrastructure Partnership Executive (or his or her designee) for any
consent, authorization, amendment, and/or other approval required from Gap under this Agreement, and (2) with respect to any consent, authorization, amendment, and/or approval requiring the authorization of payment, or imposing an obligation on
Gap for any fees, costs, or other expenses, the written authorization of the applicable Gap Infrastructure Partnership Executive. 
  

	 	1.11	“Approved Reassignments” 

 “Approved Reassignments” shall have the meaning specified in Section 18.1 (Supplier Outsourcing Relationship Executive). 
  

	 	1.12	“Authorized Users” 

 “Authorized Users” shall mean any individual or entity authorized by Gap to use the Services under this Agreement, whether on-site or accessing remotely. 
  

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	 	1.13	“Benchmark” 

 “Benchmark” shall have the meaning specified in Section 8.1D (Benchmarking Process). 
  

	 	1.14	“Benchmarker” 

 “Benchmarker” shall have the meaning specified in Section 8.1A (Benchmarking Process). 
  

	 	1.15	“Benchmarking” 

 “Benchmarking” shall have the meaning specified in Section 8.1D (Benchmarking Process). 
  

	 	1.16	“Best Practices” 

 “Best Practices” shall mean (whether or not capitalized) established procedures or processes developed or used by Supplier, utilizing its accumulated knowledge as a world class technology service provider, to deliver Services in a
high quality, effective and efficient manner. 
  

	 	1.17	“Business Day(s)” 

 “Business Day(s)” shall mean Gap’s designated business days for Gap or the Gap Affiliate in the specific country in which the Services are being provided by Supplier. 
  

	 	1.18	“Business Objectives” 

 “Business Objectives” shall have the meaning specified in the Recitals. 
  

	 	1.19	“CAS” 

 “CAS”
shall have the meaning specified in Section 10.4G (Security Procedures). 
  

	 	1.20	“Change” 

 “Change” shall have the meaning specified in Exhibit A.1 (Glossary). 
  

	 	1.21	“Change Control Procedures” 

 “Change Control Procedures” shall have the meaning specified in Section 19.4 (Change Control Procedures). 
  

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	 	1.22	“Charges” 

 “Charges” shall have the meaning specified in Exhibit C (Fees and Resource Baselines) 
  

	 	1.23	“Consents” 

 “Consents” shall have the meaning specified in Section 21.1 (Obtaining Consents). 
  

	 	1.24	“Contract Year” 

 “Contract Year” shall have the meaning specified in Exhibit C (Fees and Resource Baselines). 
  

	 	1.25	“Damage Limit” 

 “Damage Limit” shall have the meaning specified in Section 28.2 (Limitation of Liability Amount). 
  

	 	1.26	“Data Center” 

 “Data
Center” shall mean Supplier Data Center(s) and the Gap Data Center(s). 
  

	 	1.27	“Days” 

 “Days”
shall mean (whether or not capitalized) calendar days. 
  

	 	1.28	“Deficiencies” 

 “Deficiencies” or “Deficiency” shall mean and include: (1) defect(s) in design, materials, services, or workmanship; (2) Incidents (as defined in Exhibit A.1 (Glossary to the Statements of Work)) and Problems
(as defined in Exhibit A.1 (Glossary to the Statements of Work)); and (3) error(s), omission(s),or deviation(s) from any of the Specifications which result in the Services not performing, or the Services not being performed, in accordance with
the provisions of this Agreement. 
  

	 	1.29	“Deliverable” 

 “Deliverable” shall mean (whether or not capitalized) an item and/or a service to be provided by Supplier under this Agreement identified as a deliverable in a Statement of Work, Exhibit, or Schedule. 
  

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	 	1.30	“Disabling Device(s)” 

 “Disabling Device(s)” shall have the meaning specified in Section 29.9 (Disabling Devices). 
  

	 	1.31	“Disclosing Party” 

 “Disclosing Party” shall have the meaning specified in Section 36.2 (Exclusions). 
  

	 	1.32	“Documentation” 

 “Documentation” shall mean all written or electronic policies and procedures relating to Services, training course materials (including computer-based training programs or modules), technical manuals, logical and physical designs,
application overviews, functional diagrams, data models, production job run documents, specifications, reports, or other written materials used to provide Services under this Agreement or developed under this Agreement (as to each, whether in hard
or soft copy). 
  

	 	1.33	“Egregious Act Damage” 

 “Egregious Act Damage” shall have the meaning specified in Section 28.4 (Egregious Acts). 
  

	 	1.34	“Egregious Acts” 

 “Egregious Acts” shall have the meaning specified in Section 28.4 (Egregious Acts). 
  

	 	1.35	“Embedded Supplier Proprietary Documentation” 

 “Embedded Supplier Proprietary Documentation” shall mean all Documentation: (1) developed or otherwise acquired and owned by Supplier, or (2) developed by a third party for, and owned by Supplier,
to the extent embedded or incorporated by Supplier into a Deliverable, the Gap Intellectual Property, the Gap Software, or the Gap Documentation during the Term pursuant to performance of the Services. 
  

	 	1.36	“Embedded Supplier Proprietary Intellectual Property” 

 “Embedded Supplier Proprietary Intellectual Property” shall mean all Intellectual Property: (1) developed or otherwise acquired and owned by Supplier, or (2) developed by a third party for, and
owned by Supplier, to the extent embedded or incorporated by Supplier into a Deliverable, the Gap Intellectual Property, the Gap Software, or the Gap Documentation during the Term pursuant to performance of the Services. 
  

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	 	1.37	“Embedded Supplier Proprietary Software” 

 “Embedded Supplier Proprietary Software” shall mean Software and related Documentation: (1) developed or otherwise acquired and owned by Supplier, or (2) developed by a third party for, and owned
by Supplier, to the extent embedded or incorporated by Supplier into a Deliverable, the Gap Intellectual Property, the Gap Software, or the Gap Documentation during the Term pursuant to performance of the Services. 
  

	 	1.38	“Embedded Supplier Third Party Documentation” 

 “Embedded Supplier Third Party Documentation” shall mean all Documentation (excluding any and all such Documentation that is Generally Available and/or provided with Software that is Generally Available)
licensed, leased, or otherwise obtained (unless it is otherwise Provisioned by Supplier for Gap, in which case it will be deemed Gap Documentation) from a Third Party Vendor by Supplier to the extent embedded or incorporated by Supplier into a
Deliverable, the Gap Intellectual Property, the Gap Software, or the Gap Documentation during the Term pursuant to performance of the Services. 
  

	 	1.39	“Embedded Supplier Third Party Intellectual Property” 

 “Embedded Supplier Third Party Intellectual Property” shall mean Intellectual Property (excluding any and all such Intellectual Property that is Generally Available) licensed, leased, or otherwise obtained
(unless it is otherwise Provisioned by Supplier for Gap, in which case it will be deemed Gap Intellectual Property) from a Third Party Vendor by Supplier to the extent embedded or incorporated by Supplier into a Deliverable, the Gap Intellectual
Property, the Gap Software, or the Gap Documentation during the Term pursuant to performance of the Services. 
  

	 	1.40	“Embedded Supplier Third Party Software” 

 “Embedded Supplier Third Party Software” shall mean all Software (excluding any and all such Software that is Generally Available) licensed, leased, or otherwise obtained (unless it is otherwise Provisioned
by Supplier for Gap, in which case it will be deemed Gap Software) from a Third Party Vendor by Supplier to the extent embedded or incorporated by Supplier into a Deliverable, the Gap Intellectual Property, the Gap Software, or the Gap Documentation
during the Term pursuant to performance of the Services. 
  

	 	1.41	“Employment Claim(s)” 

 “Employment Claim(s)” shall have the meaning specified in Section 44 (Independent Contractor). 
  

	 	1.42	“Equipment” 

 “Equipment” shall mean the Gap Equipment and Supplier Equipment. 
  

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	 	1.43	“Excluded Fields” 

 “Excluded Fields” shall have the meaning specified in Section 22.3C (Joint Patent and Patent License Rights). 
  

	 	1.44	“Extended Term” 

 “Extended Term” shall have the meaning specified in Section 2.2 (Options to Extend). 
  

	 	1.45	“Extraordinary Event” 

 “Extraordinary Event” shall have the meaning specified in Section 40.1 (Defined). 
  

	 	1.46	“Finally Determined” 

 “Finally Determined” shall mean when a claim or dispute has been finally determined by a court of competent jurisdiction, arbitration, mediation, or other agreed-upon governing party. 
  

	 	1.47	“Full-Time” 

 “Full-Time” shall mean a forty (40) hour work week providing services solely and exclusively for Gap. 
  

	 	1.48	“Functional Service Area” 

 “Functional Service Area” shall mean a reference to the aggregation of Services and Deliverables to be performed pursuant to a Functional Service Area Statement of Work. 
  

	 	1.49	“Functional Service Area Statement(s) of Work” 

 “Functional Service Area Statement(s) of Work” shall mean the following statements of work: Cross Functional Services Statement of Work attached hereto as Exhibit A.2 (as amended from time to time in
accordance with this Agreement); Store Services Statement of Work attached hereto as Exhibit A.3 (as amended from time to time in accordance with this Agreement); End User Support Services Statement of Work attached hereto as Exhibit A.4 (as amended
from time to time in accordance with this Agreement); Managed Network Services Statement of Work attached hereto as Exhibit A.5 (as amended from time to time in accordance with this Agreement); and Server Services Statement of Work attached hereto
as Exhibit A.6 (as amended from time to time in accordance with this Agreement). Whether provided in a Statement of Work or not, the Glossary to the Statements of Work attached hereto as Exhibit A.1 shall be incorporated into the above-mentioned
Statements of Work. 
  

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	 	1.50	“Gap” 

 “Gap”
shall mean The Gap, Inc., a Delaware corporation, and its Affiliates and all Gap facilities and departments receiving Services under this Agreement. 
  

	 	1.51	“Gap Base Case” 

 “Gap Base Case” shall mean that information set forth in Exhibit C (Fees and Resource Baselines). 
  

	 	1.52	“Gap Custom Documentation” 

 “Gap Custom Documentation” shall mean any Documentation developed specifically for Gap by, or on behalf of, Supplier (or jointly with others) as part of the Services (i) in accordance with Gap’s requirements, and
(ii) which is specific to Gap’s business operations. Gap Custom Documentation does not include any Supplier Documentation or Supplier Modified Documentation. Gap Custom Documentation shall be identified as a Deliverable. 
  

	 	1.53	“Gap Custom Intellectual Property” 

 “Gap Custom Intellectual Property” shall mean any Intellectual Property developed specifically for Gap by, or on behalf of, Supplier (or jointly with others) as part of the Services (i) in accordance
with Gap’s requirements, and (ii) which is specific to Gap’s business operations. Gap Custom Intellectual Property does not include any Supplier Intellectual Property or Supplier Modified Intellectual Property. Gap Custom Intellectual
Property shall be identified as a Deliverable. 
  

	 	1.54	“Gap Custom Software” 

 “Gap Custom Software” shall mean any Software developed specifically for Gap by, or on behalf of, Supplier (or jointly with others) as part of the Services (i) in accordance with Gap’s requirements, and (ii) which
is specific to Gap’s business operations. Gap Custom Software does not include any Supplier Software or Supplier Modified Software. For purposes of clarity, Software developed by Supplier to facilitate the efficient delivery of Services,
including software interfaces, shall be Supplier Proprietary Software. Gap Custom Software shall be identified as a Deliverable. 
  

	 	1.55	“Gap Data” 

 “Gap
Data” shall mean all of the Gap data, records, and information to which Supplier has access, or otherwise is provided to Supplier, that is entered into, is transmitted by, or is transmitted through the Gap IT Environment (including, but not
limited to, any modifications to any such data, records and information, and any derivative works created therefrom,) under this Agreement in connection with providing the Services. Gap Data shall 

  

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exclude Supplier Confidential Information, Supplier Documentation, Supplier Software, Supplier Modified Documentation, Supplier Modified Software, Supplier
Modified Intellectual Property or other Supplier Intellectual Property. 
  

	 	1.56	“Gap Data Center” 

 “Gap Data Center” shall mean Gap’s data centers specified in Exhibit D.22 (Gap Data Centers) or as otherwise agreed in writing by the Parties. 
  

	 	1.57	“Gap Delay Claim” 

 “Gap” Delay Claim” shall have the meaning specified in Section 3.10.B (Failure to Comply with the Transition-In Plan). 
  

	 	1.58	“Gap Documentation” 

 “Gap Documentation” shall mean all the Gap Proprietary Documentation, Gap Modified Documentation and Gap Third Party Documentation. 
  

	 	1.59	“Gap Equipment” 

 “Gap Equipment” shall mean the hardware, machines, and other equipment owned, leased or otherwise obtained by Gap as of the Reference Date and utilized by Supplier to provide the Services. 
  

	 	1.60	“Gap Infrastructure Partnership Executive” 

 “Gap Infrastructure Partnership Executive” shall have the meaning specified in Section 19.5 (Gap Infrastructure Partnership Executive). 
  

	 	1.61	“Gap Infringement Claim(s)” 

 “Gap Infringement Claim(s)” shall have the meaning specified in Section 23.4A (Gap’s Proprietary Rights Indemnity). 
  

	 	1.62	“Gap Infringement Exclusions” 

 “Gap Infringement Exclusions” shall have the meaning specified in Section 23.4D (Gap’s Proprietary Rights Indemnity; Gap Infringement Exclusions). 
  

	 	1.63	“Gap Infringement Trigger” 

 “Gap Infringement Trigger” shall have the meaning specified in Section 23.4A (Gap’s Proprietary Rights Indemnity; Indemnification). 
  


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	 	1.64	“Gap Initiated Policy Change” 

 “Gap Initiated Policy Change” shall have the meaning specified in Section 3.2 (Changes in Policies and Procedures). 
  

	 	1.65	“Gap Intellectual Property” 

 “Gap Intellectual Property” shall mean *. 
  

	 	1.66	“Gap IT Environment” 

 “Gap IT Environment” shall mean Supplier Systems used to deliver the Services and Gap Systems. 
  

	 	1.67	“Gap Licensed Property” 

 “Gap Licensed Property” shall have the meaning specified in Section 22.1A (Gap Licenses to Supplier). 
  

	 	1.68	“Gap Modified Documentation” 

 “Gap Modified Documentation” shall mean any item of Gap Documentation that has been modified, enhanced, or otherwise altered by Supplier, after the Reference Date, pursuant to the performance of the Services. 
  

	 	1.69	“Gap Modified Intellectual Property” 

 “Gap Modified Intellectual Property” shall mean any item of Gap Intellectual Property that has been modified, enhanced, or otherwise altered by Supplier, after the Reference Date, pursuant to the performance
of the Services. 
  

	 	1.70	“Gap Modified Software” 

 “Gap Modified Software” shall mean any item of Gap Software that has been modified, enhanced, or otherwise altered by Supplier, after the Reference Date, pursuant to the performance of the Services. 
  

	 	1.71	“Gap Owned Intellectual Capital” 

 “Gap Owned Intellectual Capital” shall mean *. 


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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	 	1.72	“Gap Policies and Procedures” 

 “Gap Policies and Procedures” shall mean the Gap Documentation, policies, procedures, and guidelines as set forth in Exhibit D.1 (Gap Policies and Procedures), and as such Documentation, policies, procedures, and guidelines are
amended, modified, and/or replaced by Gap from time to time and made available to Supplier during the Term of this Agreement. 
  

	 	1.73	“Gap Proprietary Documentation” 

 “Gap Proprietary Documentation” shall mean Documentation (1) developed and owned by Gap, or (2) developed by a third party for, and owned by, Gap, and which is used by Supplier in connection with providing the Services.

  

	 	1.74	“Gap Proprietary Intellectual Property” 

 “Gap Proprietary Intellectual Property” shall mean Intellectual Property (1) developed and owned by Gap, or (2) developed by a third party for, and owned by, Gap, and which is used by Supplier in
connection with providing the Services. 
  

	 	1.75	“Gap Proprietary Software” 

 “Gap Proprietary Software” shall mean Software (1) developed and owned by Gap, or (2) developed by a third party for, and owned by, Gap, and which is used by Supplier in connection with providing the Services, excluding,
the Applications. 
  

	 	1.76	“Gap Regulatory Requirements” 

 “Gap Regulatory Requirements” shall have the meaning specified in Section 29.11 (Compliance with Laws). 
  

	 	1.77	“Gap Service Locations” 

 “Gap Service Locations” shall mean the premises that are occupied, owned, operated, or leased by Gap from which Supplier is authorized to provide Services. 
  

	 	1.78	“Gap Sites” 

 “Gap
Sites” shall mean the premises occupied, owned, operated or leased by Gap from which Supplier may provide Services, and/or to which Supplier provides the Services, as set forth in Exhibit D.17 (Gap Sites), as such Exhibit may be amended from
time to time by Gap. 
  

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	 	1.79	“Gap Software” 

 “Gap
Software” shall mean the Gap Proprietary Software, Gap Modified Software, Gap Third Party Software, and the Applications. 
  

	 	1.80	“Gap Systems” 

 “Gap
Systems” shall mean the Gap Equipment, Gap Software, Gap Intellectual Property, and Gap Owned Intellectual Capital. 
  

	 	1.81	“Gap Third Party Claim(s)” 

 “Gap Third Party Claim(s)” shall have the meaning specified in Section 35.7B (General Indemnity; Gap’s Indemnity). 
  

	 	1.82	“Gap Third Party Documentation” 

 “Gap Third Party Documentation” shall mean any Documentation licensed, leased, or otherwise obtained from a Third Party Vendor by Gap and used by Supplier in connection with providing the Services. 
  

	 	1.83	“Gap Third Party Intellectual Property” 

 “Gap Third Party Intellectual Property” shall mean all Intellectual Property licensed, leased, or otherwise obtained from a Third Party Vendor by Gap and which is used by Supplier in connection with
providing the Services. 
  

	 	1.84	“Gap Third Party Software” 

 “Gap Third Party Software” shall mean all Software licensed, leased, or otherwise obtained from a Third Party Vendor by Gap and which is used by Supplier in connection with providing the Services, excluding, the Applications.

  

	 	1.85	“Gap Third Party Vendor” 

 “Gap Third Party Vendor” shall mean any Third Party Vendor (other than Supplier or any Supplier Third Party Vendor) contracting directly or indirectly with Gap to provide any products or services. 
  

	 	1.86	“Generally Available” 

 “Generally Available” shall mean available as a non-development product, licensed, or available for purchase, in the general commercial marketplace (e.g., Microsoft Word, SAP, OS/390, DB2). 
  

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	 	1.87	“GID” 

 “GID”
shall mean Gap Inc. Direct. 
  

	 	1.88	“HIPAA” 

 “HIPAA” shall have the meaning specified in Section 0 (Treatment of Gap Data). 
  

	 	1.89	“HVAC” 

 “HVAC”
shall have the meaning specified in Section 10.7 (Gap’s Responsibilities Regarding Utilities). 
  

	 	1.90	“Implementation Agreement(s)” 

 “Implementation Agreement(s)” shall mean agreements to be executed by Gap or Gap Affiliates and Supplier or Supplier Affiliates in various countries other than the United States, that (1) incorporate by reference this
Agreement in its entirety; (2) include modifications to this Agreement required to comply with specific foreign national, provincial, state, and local laws, rules, directives, and regulations; and (3) address identified tax and related
issues as directed by Gap. 
  

	 	1.91	“Including” 

 “Including,” and its derivatives (such as “include” and “includes”), shall mean “including without limitation.” This term is as defined, whether or not capitalized in the Agreement. 
  

	 	1.92	“Income Tax” 

 “Income Tax” shall have the meaning specified in Section 26.5A (Taxes; Definitions). 
  

	 	1.93	“Initial Term” 

 “Initial Term” shall have the meaning specified in Section 2.1 (Initial Term). 
  

	 	1.94	“Initiation Date” 

 “Initiation Date” shall mean the hire date by Supplier of the Transitioned Employees and shall be the date on which Supplier is responsible for provision of all Services. 
  

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	 	1.95	“insource” 

 “insource” shall have the meaning specified in Section 41.2 (Third Source and Insource Limits on RRCs). 
  

	 	1.96	“Intellectual Property” 

 “Intellectual Property” shall mean all inventions (whether or not subject to protection under patent laws) works of authorship and other expressions fixed in any tangible or electronic medium (whether or not subject to protection
under copyright laws), Moral Rights, trademarks, trade names, trade dress, trade secrets, publicity rights, know-how, ideas (whether or not subject to protection under trade secret laws), and all other subject matter subject to protection under
patent, copyright, Moral Right, trademark, trade secret or other laws, including, all new or useful art, configurations, Documentation, methodologies, best practices, operations, routines, combinations, discoveries, formulae, manufacturing
techniques, technical developments, artwork, Software, programming, applets, scripts, designs, or other business processes. 
  

	 	1.97	“Interface(s)” 

 “Interface(s)” when used as a noun, shall mean either a computer program developed by, or licensed to, Gap or Supplier to (1) translate or convert data from a Gap or Supplier format into another format used by Supplier at Gap
as a standard format, or (2) translate or convert data in a format used by Supplier or a Third Party Vendor to a format supported by Supplier at Gap or vice versa. “Interface” when used as a verb, shall mean to operate as described
above. 
  

	 	1.98	“*” 

 “*” shall
have the meaning specified in Section 23.6 (*). 
  

	 	1.99	“Managed Strategic Supplier” 

 “Managed Strategic Supplier” shall have the meaning specified in Section 9.1 (Definitions). 
  

	 	1.100	“Material Move” 

 “Material Move” shall have the meaning specified in Section 10.11 (Use of Gap Sites). 


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	 	1.101	“Migrated Service(s)” 

 “Migrated Service(s)” shall have the meaning specified in Section 13 (Non-Exclusive Relationship). 
  

	 	1.102	“Monthly Baseline” 

 “Monthly Baseline” shall have the meaning specified in Section 3 (Definitions) of Exhibit C (Fees and Resource Baselines). 
  

	 	1.103	“Monthly Performance Review” 

 “Monthly Performance Review” shall have the meaning specified in Section 19.2B (Meetings; Monthly Performance Reviews). 
  

	 	1.104	“Moral Rights” 

 “Moral Rights” shall mean any personal or non-economic right to a work, including rights of attribution, integrity of the work, any right to object to any distortion or other modification of a work, and any similar right existing
under the law of any country in the world or under any treaty. 
  

	 	1.105	“New Services” 

 “New
Services” shall mean those services that are materially different in purpose from, and in addition to, the Services. All New Services require Gap Approval. 
  

	 	1.106	“New Sourcing Line(s)” 

 “New Sourcing Line(s)” shall have the meaning specified in Section 3.21C (New Services; New Sourcing Lines). 
  

	 	1.107	“Non-Recurring Initiatives” 

 “Non-Recurring Initiatives” shall mean a discrete unit of non-recurring work that is not (1) an inherent, necessary, or customary part of the day-to-day Services in any Functional Service Area, and (2) required to be
performed by Supplier to meet the existing Service Levels (other than Service Levels related to Non-Recurring Initiative performance). All Non-Recurring Initiatives require Gap Approval. 
  

	 	1.108	“Non-Referral Quarter” 

 “Non-Referral Quarter” shall have the meaning specified in Section 0 (Mandatory References). 
  

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	 	1.109	“Notice of Failure” 

 “Notice of Failure” shall have the meaning specified in Section 25.4 (Failed Acceptance Testing). 
  

	 	1.110	“Object Code” 

 “Object Code” shall mean the form of computer software resulting from the compiling, assembly, or other translation or processing of the Source Materials of such software by a computer into machine language or intermediate code,
which is not convenient to human understanding of the program logic, but which is appropriate for execution or interpretation by a computer. 
  

	 	1.111	“Open Source Software” 

 “Open Source Software” shall mean any Intellectual Property that is subject to the GNU General Public License, GNU Library General Public License, Artistic License, BSD License, Mozilla Public License, or any similar license,
including, those licenses listed at www.opensource.org/licenses. 
  

	 	1.112	“Parties” or “Party” 

 “Parties” or “Party” shall mean Gap and Supplier in the plural and Gap or Supplier, as the case may be, in the singular. 
  

	 	1.113	“Permitted Auditors” 

 “Permitted Auditors” shall have the meaning as specified in Section 37.2 (Audits Authorized by Gap). 
  

	 	1.114	“PHI” 

 “PHI”
shall have the meaning as specified in Section 0 (Treatment of Gap Data) 
  

	 	1.115	“Primary Event” 

 “Primary Event” shall mean (whether or not capitalized) an event upon which a cause of action, claim or other liability can be based. 
  

	 	1.116	“Procedures Manual” 

 “Procedures Manual” shall mean the procedures manual set forth in Exhibit D.1 (Gap’s Policies and Procedures). 
  

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	 	1.117	“Project” 

 “Project” shall mean any Services provided pursuant to Gap or, as applicable, Supplier project management methodology then in place, including those Services provided in connection with a Non-Recurring Initiative. For the
avoidance of doubt, for purposes of this Agreement, the use of the term Project alone shall not be deemed to be a Non-Recurring Initiative. 
  

	 	1.118	“Proprietary or Confidential Information” 

 “Proprietary or Confidential Information” shall have the meaning set forth in Section 36.1 (Definition of Proprietary or Confidential Information). 
  

	 	1.119	“Provisioned” 

 “Provisioned” shall mean items licensed, leased, or otherwise obtained by Supplier at the request of and on behalf of Gap for which Gap is financially responsible as set forth on the Financial Responsibility Matrix (Exhibit C.7).

  

	 	1.120	“Quarterly Executive Meetings” 

 “Quarterly Executive Meetings” shall have the meaning specified in Section 19.2C (Meetings; Quarterly Executive Meetings). 
  

	 	1.121	“Receiving Party” 

 “Receiving Party” shall have the meaning specified in Section 36.2 (Exclusions). 
  

	 	1.122	“Reduced Resource Credit” or “RRC” 

 “Reduced Resource Credit” or “RRC” shall have the meaning specified in Exhibit C (Fees and Resource Baselines). 
  

	 	1.123	“Reference Date” 

 “Reference Date” shall have the meaning set forth in the introductory paragraph. 
  

	 	1.124	“Refresh” 

 “Refresh” shall have the meaning specified in Section 3.13 (Technology Refresh Services). 
  

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	 	1.125	“Release” 

 “Release” shall mean a redistribution of Software that contains new features, new functionality, and/or performance improvements. 
  

	 	1.126	“Residual Knowledge” 

 “Residual Knowledge” shall have the meaning specified in Section 36.9 (Residual Knowledge). 
  

	 	1.127	“Resource Baseline” 

 “Resource Baseline” shall have the meaning specified in Exhibit C (Fees and Resource Baselines). 
  

	 	1.128	“Resource Charge” 

 “Resource Charge” shall have the meaning specified in Exhibit C (Fees and Resource Baselines). 
  

	 	1.129	“Resource Unit” 

 “Resource Unit” shall have the meaning specified in Exhibit C (Fees and Resource Baselines). 
  

	 	1.130	“Revisions” 

 “Revisions” shall mean Updates, Releases, and Versions. 
  

	 	1.131	“Sarbanes-Oxley Reporting Requirements and Process” 

 “Sarbanes-Oxley Reporting Requirements and Process” shall be as attached hereto as Exhibit O (Sarbanes-Oxley Reporting Requirements and Process). 
  

	 	1.132	“Service Levels” 

 “Service Levels” shall mean those Supplier performance criteria as set forth in the Service Level Agreement. 
  

	 	1.133	“Service Level Agreement(s)” 

 “Service Level Agreement(s)” shall mean the service level agreement(s) attached hereto as Exhibit B (Service Level Agreements). 
  

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	 	1.134	“Service Locations” 

 “Service Locations” shall have the meaning specified in Section 10.1 (Service Locations). 
  

	 	1.135	“Service Taxes” 

 “Service Taxes” shall have the meaning specified in Section 26.5 (Taxes; Definitions). 
  

	 	1.136	“Services” 

 “Services” shall mean all functions, responsibilities, tasks, subtasks, Deliverables, goods, and other services: (1) identified in the Statements of Work, or Specifications; (2) identified in this Agreement as being part
of the required services; (3) identified in the Transition-In Plan; (4) routinely performed during the thirteen (13) month period prior to the Reference Date by the Gap personnel and third party contractors transitioned to Supplier,
displaced, or whose functions were displaced, as a result of this Agreement, even if not specifically described in the Agreement, provided, however, such services, functions or responsibilities (i) shall not include services, functions or
responsibilities that were discontinued (such as through reorganizations) by Gap prior to the Reference Date, or were discontinued in accordance with the delivery solution of the Services and (ii) shall relate to information technology and
business processes performed by such Gap personnel and third party contractors; (5) of a nature and type, consistent with Supplier’s best practices, that would generally be performed by the information technology department/group of a
multinational Fortune 200 company, even if not specifically described in the Agreement to support the Resource Baselines; (6) necessary to keep pace with technological advances and advances in the methods of delivering services, to enable Gap
to stay competitive in the field of corporate information technology delivery; (7) to support the Monthly Baselines and reflected in Supplier Assumed component of Gap’s Base Case even if not specifically described in the Agreement,
identified within fifteen (15) months after the Reference Date; and (8) otherwise necessary to comply with the terms of this Agreement. Without increasing the scope of the Services, if any component task, subtask, service, or function is;
(A) an inherent or necessary part of the Services defined in subparts (1), (2), (3), (4), (5), (6), (7) or (8) of this Section; or (B) a customary part of the Services defined in subparts (1), (2), (3), (4), (5), (6), (7) or
(8) of this Section, and not in conflict with Supplier’s established methods of providing services; and, as to a service(s) within either subpart (A) or (B) of this sentence above, is not specifically described in this Agreement,
then such service or function shall be deemed to be part of the Services. Any hardware and/or software provided to Gap by Supplier pursuant to this Agreement shall be deemed part of the Services. 
  

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	 	1.137	“Shared Subcontractors” 

 “Shared Subcontractors” shall have the meaning specified in Section 45.1 (Approval Required). 
  

	 	1.138	“Software” 

 “Software” shall mean individually each, and collectively all, of the computer programs and/or software, licensed by Gap or Supplier from a Third Party Vendor, or otherwise provided by Supplier or Gap under this Agreement,
including any: (1) embedded and/or re-marketed Third Party Vendor software and/or computer programs, (2) Interfaces, (3) Source Materials, and/or (4) Object Code. Software shall include any and all Revisions thereto, and any and
all programs provided by a Third Party Vendor, Supplier, or Gap in the future under this Agreement. Notwithstanding anything in this Agreement to the contrary, Supplier shall have no obligation to provide Gap any Software that is Source Materials
other than where the Source Material is Gap Custom Software and/or Gap Modified Software. 
  

	 	1.139	“Source Materials” 

 “Source Materials” shall mean, with respect to Software, the source code of such Software and all related compiler command files, build scripts, scripts relating to the operation and maintenance of such Software, application
programming interface (API), graphical user interface (GUI), object libraries, all relevant instructions on building the Object Code of such Software, and all Documentation relating to the foregoing. 
  

	 	1.140	“Specifications” 

 “Specifications” shall mean (1) the Statements of Work, as attached and as modified and appended, including all documents incorporated therein; (2) all other performance requirements included or incorporated by reference
into this Agreement, including: Gap’s Policies and Procedures (Exhibit D.1) and the Service Level Agreement (Exhibit B); and (3) to the extent it is not inconsistent with the above, the Documentation. 
  

	 	1.141	“Statement(s) of Work” 

 “Statement(s) of Work” shall mean the Functional Service Area Statement(s) of Work and such other statements of work that Gap and Supplier may enter into from time to time to document and authorize additional Services (including
Non-Recurring Initiatives) and/or New Services. 
  

	 	1.142	“Stranded Costs” 

 “Stranded Costs” shall mean (i) all substantiated fees payable to third parties for Approved non-cancelable contracts entered into, or as to those portions of existing agreements amended by Supplier with Approval on or after
the Reference Date, to provide the 

  

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Services, including leases and service contracts, and all reasonable termination or assignment fees payable in connection with the termination or
assignment to Gap of any such contracts (“Stranded Contracts”), (ii) the substantiated cost of any assets, less depreciation, purchased by or placed into service by Supplier after the Reference Date solely for use in the
performance of the Services (“Stranded Assets”), (iii) actual and substantiated salary, redeployment and severance costs paid, not to exceed * compensation (salary and benefits), for Supplier Personnel during the period they are not
re-deployed as a result of termination under this Agreement, and (iv) those Transition Fees and Unrecovered Transition Costs (as defined in Exhibit C (Fees and Resource Baselines)) incurred through the effective date of termination, but not yet
billed by Supplier and paid by Gap. For the avoidance of doubt, as to the Affected Employees, for a of period * (*) * from the Reference Date, the following shall be deemed included in Unrecovered Transition Costs: (a) severance costs (as
defined in Exhibit H (Human Resources)) and (b) as to term employees (as defined in Exhibit H (Human Resources)), salary and benefits for the balance of the Affected Employee’s term commitment (as set forth in Exhibit H (Human Resources))
remaining at the time of the termination. 
  

	 	1.143	“Subcontractor” 

 “Subcontractor(s)” shall mean any person, entity, or organization to which Supplier proposes to delegate or has delegated any of its obligations hereunder in accordance with Section 45 (Subcontractors). 
  

	 	1.144	“Supplier” 

 “Supplier” shall mean International Business Machines Corporation, a New York corporation (“IBM”), and any Affiliates, Subcontractors, employees, consultants, agents, contractors, or other third parties providing
services on behalf of Supplier under this Agreement. 
  

	 	1.145	“Supplier Assumed” 

 “Supplier Assumed” shall mean those expenses designated as Supplier’s responsibility in Exhibit C (Fees and Resource Baselines). 
  

	 	1.146	“Supplier Data Center” 

 “Supplier Data Center” shall mean Supplier’s operations monitoring and data centers specified in Exhibit D.20 (Supplier Locations) or as otherwise agreed in writing by the Parties. 
  

	 	1.147	“Supplier Documentation” 

 “Supplier Documentation” shall mean Supplier Proprietary Documentation, Supplier Modified Documentation, Embedded Supplier Proprietary 


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 Documentation, Supplier Third Party Documentation, and Embedded Supplier Third Party Documentation.

  

	 	1.148	“Supplier Embedded Items” 

 “Supplier Embedded Items” shall have the meaning specified in Section 22.4 (Supplier Embedded Items and Supplier Modified Items). 
  

	 	1.149	“Supplier Equipment” 

 “Supplier Equipment” shall mean the hardware, machines, and other equipment owned or leased by Supplier after the Reference Date and used by Supplier to perform the Services. 
  

	 	1.150	“Supplier Infringement Claims” 

 “Supplier Infringement Claims” shall have the meaning specified in Section 23.3A (Supplier’s Proprietary Rights Indemnity). 
  

	 	1.151	“Supplier Infringement Exclusions” 

 “Supplier Infringement Exclusions” shall have the meaning specified in Section 23.3D (Supplier Infringement Exclusions). 
  

	 	1.152	“Supplier Infringement Trigger” 

 “Supplier Infringement Trigger” shall have the meaning specified in Section 23.3A (Supplier’s Proprietary Rights Indemnity). 
  

	 	1.153	“Supplier Intellectual Property” 

 “Supplier Intellectual Property” shall mean *. 
  

	 	1.154	“Supplier Key Employee” 

 “Supplier Key Employee” shall have the meaning specified in Section 18.2 (Supplier Key Employees). 
  

	 	1.155	“Supplier Modified Documentation” 

 “Supplier Modified Documentation” shall mean any item of Supplier Documentation (other than any Supplier Documentation that constitutes Supplier Reference Intellectual Property) that has been modified, enhanced, or otherwise
altered by Supplier, after 


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 the Reference Date, pursuant to the performance of the Services. Supplier Modified Documentation shall
not include any such Supplier Documentation that is modified, enhanced or otherwise altered by Supplier: (1) specifically for any of its other customers concurrently with, or prior to, the same modification, enhancement, or other alteration of
any such Supplier Documentation for Gap, or (2) for general use in connection with the performance by Supplier of services for customers receiving services similar to the Services (to the extent such modification, enhancement or other
alteration is not first made for Gap pursuant to the performance of the Services), such Documentation identified in (1) and (2) shall be Supplier Documentation. The rights of Gap to Supplier Modified Documentation do not expand or alter
the rights of Gap to the underlying Supplier Documentation as set forth in this Agreement. 
  

	 	1.156	“Supplier Modified Intellectual Property” 

 “Supplier Modified Intellectual Property” shall mean any item of Supplier Intellectual Property (other than any Supplier Intellectual Property that constitutes Supplier Reference Intellectual Property) that
has been modified, enhanced, or otherwise altered by Supplier, after the Reference Date, pursuant to the performance of the Services. Supplier Modified Intellectual Property shall not include any such Supplier Intellectual Property that is modified,
enhanced or otherwise altered by Supplier: (1) specifically for any of its other customers concurrently with, or prior to, the same modification, enhancement, or other alteration of any such Supplier Intellectual Property for Gap, or
(2) for general use in connection with the performance by Supplier of services for customers receiving services similar to the Services (to the extent such modification, enhancement or other alteration is not first made for Gap pursuant to the
performance of the Services), such Intellectual Property identified in (1) and (2) shall be Supplier Intellectual Property. The rights of Gap to Supplier Modified Intellectual Property do not expand or alter the rights of Gap to the
underlying Supplier Intellectual Property as set forth in this Agreement. 
  

	 	1.157	“Supplier Modified Items” 

 “Supplier Modified Items” shall have the meaning specified in Section 22.4 (Supplier Embedded Items and Supplier Modified Items). 
  

	 	1.158	“Supplier Modified Software” 

 “Supplier Modified Software” shall mean any item of Supplier Software (other than any Supplier Software that constitutes Supplier Reference Intellectual Property) that has been modified, enhanced, or otherwise altered by Supplier,
after the Reference Date, pursuant to the performance of the Services. Supplier Modified Software shall not include any such Supplier Software that is modified, enhanced or otherwise altered by Supplier: (1) specifically for any of its other
customers concurrently with, or prior to, the same modification, enhancement, or other alteration of any such Supplier Software for Gap, or (2) for general use in connection with the performance by Supplier of services for customers receiving
services similar to the Services (to the extent such modification, enhancement or other alteration is not first made 

  

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for Gap pursuant to the performance Services), such Software identified in (1) and (2) shall be Supplier Software. The rights of Gap to Supplier
Modified Software do not expand or alter the rights of Gap to the underlying Supplier Software as set forth in this Agreement. 
  

	 	1.159	“Supplier’s Outsourcing Relationship Executive” 

 “Supplier’s Outsourcing Relationship Executive” shall have the meaning specified in Section 18.1 (Supplier Outsourcing Relationship Executive). 
  

	 	1.160	“Supplier Personnel” 

 “Supplier Personnel” shall mean the employees, agents, contractors, subcontractors, or representatives of Supplier, Supplier Subcontractors, and Supplier Affiliates who perform any Services under this Agreement. 
  

	 	1.161	“Supplier Proprietary Documentation” 

 “Supplier Proprietary Documentation” shall mean all Documentation: (1) developed and owned by Supplier, or (2) developed by a third party for, and owned by Supplier, which is used for the
performance of the Services, excluding the Embedded Supplier Proprietary Documentation. 
  

	 	1.162	“Supplier Proprietary Intellectual Property” 

 “Supplier Proprietary Intellectual Property” shall mean all Intellectual Property: (1) developed and owned by Supplier, or (2) developed by a third party for, and owned by Supplier, which is used
in the performance of the Services, excluding, the Embedded Supplier Proprietary Intellectual Property. 
  

	 	1.163	“Supplier Proprietary Software” 

 “Supplier Proprietary Software” shall mean Software and related Documentation: (1) developed and owned by Supplier, or (2) developed by a third party for, and owned by Supplier, which is used for the performance of the
Services, excluding, the Embedded Supplier Proprietary Software. 
  

	 	1.164	“Supplier Reference Intellectual Property” 

 “Supplier Reference Intellectual Property” shall mean Supplier Documentation, Supplier Software and Supplier Intellectual Property (a) which is used by Supplier to assist in the delivery or development
of the Services, (b) which is generally used by Supplier in connection with the performance of services for, and/or provision of tangible property to, customers, and (c) which is not embedded or otherwise incorporated into a Deliverable.

  

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	 	1.165	“Supplier Regulatory Requirements” 

 “Supplier Regulatory Requirements” shall have the meaning specified in Section 29.11 (Compliance with Laws). 
  

	 	1.166	“Supplier Service Locations” 

 “Supplier Service Locations” shall mean the premises occupied, owned, operated, or leased by Supplier to provide the Services. 
  

	 	1.167	“Supplier Shared Service Center” 

 “Supplier Shared Service Center” shall mean a Supplier Service Location from which Supplier performs, for other customers, services similar to the Services. 
  

	 	1.168	“Supplier Software” 

 “Supplier Software” shall mean Supplier Proprietary Software, Supplier Modified Software, Embedded Supplier Proprietary Software, Supplier Third Party Software, and Embedded Supplier Third Party Software. 
  

	 	1.169	“Supplier Systems” 

 “Supplier Systems” shall mean Supplier Equipment, Supplier Intellectual Property, Supplier Modified Software, Supplier Modified Intellectual Property, and Supplier Software. 
  

	 	1.170	“Supplier Third Party Claim(s)” 

 “Supplier Third Party Claim(s)” shall have the meaning specified in Section 35.7A (General Indemnity; Supplier’s Indemnity). 
  

	 	1.171	“Supplier’s Remedial Acts” 

 “Supplier’s Remedial Acts” shall have the meaning specified in Section 23.4C (Gap’s Proprietary Rights Indemnity; Remedial Acts). 
  

	 	1.172	“Supplier Third Party Documentation” 

 “Supplier Third Party Documentation” shall mean all Documentation (excluding any and all such Documentation that is Generally Available and/or provided with Software that is Generally Available) licensed,
leased, or otherwise obtained (unless it is otherwise Provisioned by Supplier for Gap, in which case it will be deemed Gap Documentation) from a Third Party Vendor by Supplier which is used for the performance of the Services, excluding, the
Embedded Supplier Third Party Documentation. 
  

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	 	1.173	“Supplier Third Party Intellectual Property” 

 “Supplier Third Party Intellectual Property” shall mean Intellectual Property (excluding any and all such Intellectual Property that is Generally Available) licensed, leased, or otherwise obtained (unless it
is otherwise Provisioned by Supplier for Gap, in which case it will be deemed Gap Intellectual Property) from a Third Party Vendor by Supplier which is used in the performance of the Services, excluding, the Embedded Supplier Third Party
Intellectual Property. 
  

	 	1.174	“Supplier Third Party Software” 

 “Supplier Third Party Software” shall mean all Software (excluding any and all such Software that is Generally Available) licensed, leased, or otherwise obtained (unless it is otherwise Provisioned by Supplier for Gap, in which
case it will be deemed Gap Software) from a Third Party Vendor by Supplier which is used for the performance of the Services, excluding, the Embedded Supplier Third Party Software. 
  

	 	1.175	“Supplier Tools” 

 “Supplier Tools” shall have the meaning specified in Section 22.9 (License Restriction). 
  

	 	1.176	“Technology Change” 

 “Technology Change” shall have the meaning specified in Section 26.8 (Technology Changes). 
  

	 	1.177	“Term” 

 “Term”
shall mean the Initial Term and the Extended Term, if any. 
  

	 	1.178	“Termination Assistance Services” 

 “Termination Assistance Services” shall mean those transition, information technology, and related services provided by Supplier to Gap upon the termination or expiration of this Agreement for any reason as set forth in the
Termination Transition Plan or in Section 34 (Termination/Expiration Assistance Services) of this Agreement (as applicable). The Termination Assistance Services shall be deemed part of the Services. 
  

	 	1.179	“Termination Transition Period” 

 “Termination Transition Period” shall have the meaning specified in Section 34.3 (Termination Transition Period). 
  

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	 	1.180	“Termination Transition Plan” 

 “Termination Transition Plan” shall mean an integrated plan developed by Gap and Supplier to effectuate a seamless transition of the Services, from Supplier to Gap (or another vendor) in the event of termination or expiration of
this Agreement for any reason and as further set forth in Section 34.1 (Termination/Expiration Transition Plan). 
  

	 	1.181	“Third Party Service(s)” 

 “Third Party Service(s)” shall have the meaning specified in Section 13 (Non-Exclusive Relationship). 
  

	 	1.182	“Third Party Vendor” 

 “Third Party Vendor” shall mean any person or entity (excluding Gap or Supplier) contracting directly or indirectly with Gap or Supplier to provide Equipment, Intellectual Property, Services or other products or services that are
used or provided under this Agreement. 
  

	 	1.183	“third source” 

 “third source” shall have the meaning specified in Section 41.2 (Third Source and Insource Limits on RRCs). 
  

	 	1.184	“Transition” 

 “Transition” means the transition described in Section 3.10 (Transition-In) and in Exhibit D.15 (Transition-In Plan). 
  

	 	1.185	“Transition Period” 

 “Transition Period” means the period of time commencing on the Reference Date and ending one hundred and eighty (180) Days thereafter, unless otherwise agreed by the Parties in writing. 
  

	 	1.186	“Transitioned Employees” 

 “Transitioned Employees” shall have the meaning specified in Exhibit H (Human Resources). 
  

	 	1.187	“Transition-In Plan” or “Transition Plan” 

 “Transition-In Plan” or “Transition Plan” shall mean the timeline and services relating to the transition of responsibility for the Services from Gap or Gap’s current third party vendors to
Supplier as set forth in Exhibit D.15 (Transition-In Plan). The Transition-In Plan and all reports or other Documentation developed by Supplier pursuant to the Transition- 

  

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In Plan shall automatically become a part of this Agreement immediately upon their creation or delivery, as the case may be. The Transition-In Plan shall
include, at a minimum: (a) all of the transition tasks required to be performed by Supplier, (b) all of the tasks required to be performed by Gap (any responsibility not explicitly allocated to Gap is deemed to be a transition task to be
performed by Supplier), (c) the specific resources to be provided by Gap, (d) the completion date for each transition task, (e) the acceptance criteria (and, if appropriate, testing) to be applied by Gap in evaluating transition
deliverables, (f) a complete description of any one-time or other charges to Gap which are associated with the Transition-In Plan, including deliverable criteria and timing for payment(s), other than the Charges, (g) Supplier’s
proposed migration strategy for Transitioned Employees and the Gap IT Environment, and (h) all other pertinent details. 
  

	 	1.188	“UPS” 

 “UPS”
shall have the meaning specified in Section 10.7 (Gap’s Responsibilities Regarding Utilities). 
  

	 	1.189	“Update” 

 “Update” shall mean a redistribution of Software that corrects an error as well as addressing common functional and performance issues. 
  

	 	1.190	“VAT Taxes” 

 “VAT
Taxes” shall have the meaning specified in Section 26.5 (Taxes; Cooperation; Invoices). 
  

	 	1.191	“Version” 

 “Version” shall mean any delivery of Software that is a Release and/or a collection of Updates. 
  

	 	1.192	“Virus(es)” 

 “Virus(es)” shall have the meaning specified in Section 29.8 (Viruses). 
  

	 	2.	Term 

  

	 	2.1	Initial Term 

 This Agreement shall
be effective as of the Reference Date and shall continue in effect for ten (10) years after the Initiation Date (the “Initial Term”), unless earlier terminated as provided herein. 
  

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	 	2.2	Options to Extend 

 Gap may elect to
extend the term of this Agreement for up to three (3) additional terms each of which, at Gap’s sole discretion, may range in length from thirty (30) days to one (1) year (“Extended Term”). If Gap does not exercise its
option to extend at the end of the Initial Term, the extension option shall automatically lapse. Gap shall exercise its extension option by providing Supplier written notice no later than one hundred twenty (120) days prior to the expiration of
the Initial Term. Such notice shall include the length of the Extended Term. 
  

	 	2.3	Fees During Extended Term 

 The fees
to be paid by Gap during the Extended Term(s) of this Agreement shall be the applicable fees set forth in Section 26 (Pricing), adjusted for COLA in accordance with Exhibit C (Fees and Resource Baselines), and pursuant to the benchmarking
process set forth in Section 8 (Benchmarking). 
  

	 	3.	Services 

  

	 	3.1	Services 

 As of the Reference Date,
Supplier shall provide Transition Services, and as of the Initiation Date and continuing throughout the Term, Supplier shall provide the Services to Gap and the Authorized Users as such Services may evolve or are otherwise supplemented, enhanced,
modified or replaced in accordance with this Agreement. Except as specifically set forth in this Agreement, Supplier shall provide all Supplier Equipment, Supplier Intellectual Property, Supplier Third Party Intellectual Property, Supplier
Personnel, and other resources necessary to provide the Services in accordance with the Service Levels and other performance requirements of this Agreement. Supplier shall provide the Services to Gap as an integrated service offering in accordance
with this Agreement and without regard to the lines of business, intra-Affiliate relationships, or geographic locations within Supplier’s organization from which such Services are offered, or the internal profit center within Supplier’s
organization to which the financial accounting for a Service is ultimately attributed. To the extent specific Equipment, Intellectual Property, tools, policies, procedures, and/or guidelines are identified, referenced, or referred to in the
Agreement or any Exhibits, such Equipment, Intellectual Property, tools, policies, procedures, and/or guidelines shall include any amendments, modifications, updates, and/or replacements to such Equipment, Intellectual Property, tools, policies,
procedures, and/or guidelines by Gap from time to time during the Term of this Agreement. 
  

	 	3.2	Changes in Policies and Procedures 

 If Supplier determines that its compliance with (i) a Gap Initiated Policy Change, (ii) an additional reporting requirement pursuant to Section 3.19 (Reporting Services) or (iii) complying with architectural or technical
standards as provided in Section 17.3 (Strategic Control), will increase Supplier’s actual cost of delivering the Services by an amount equal to or 

  

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greater than $* during the remainder of the Term, Supplier shall notify Gap in writing within three (3) months of implementing such change, and shall
provide Gap with supporting documentation and data necessary to substantiate Supplier’s estimated actual cost increase. Upon validation by Gap of Supplier supporting documentation and data, Gap shall have the option of either
(a) rescinding the particular Gap Initiated Policy Change or additional reporting request; or (b) (i) in the event there is no Resource Charge applicable to the increase in Supplier’s actual cost and such actual cost increase is
between $* and $*, by adjusting the fees to be paid hereunder to Supplier to offset the demonstrated increased cost to Supplier, (ii) in the event there is no Resource Charge applicable to the increase in Supplier’s actual cost and such
actual cost increase exceeds $*, as agreed by the parties through Change Control Procedures or (iii) in the event there is a Resource Charge applicable to the increase in Supplier’s actual cost, through an ARC. In the event Supplier is
required to implement multiple changes as a result of a single Gap Initiated Policy Change or an additional reporting requirement, such multiple changes may be aggregated by Supplier for purposes of calculating the increase in Supplier’s actual
cost of delivering the Services under this Section (Changes to Policies and Procedures). 
 “Gap Initiated Policy
Change” shall mean a change to Gap Policies and Procedures that is initiated by Gap, but shall not include changes made to address regulatory compliance issues (which changes are addressed in Section 29.12 (Changes in Law and Regulations))
or changes made to address a Supplier failure to provide Services in accordance with this Agreement. 
  

	 	3.3	Documentation 

 Supplier shall
provide the Services required with respect to all Documentation in accordance with Section 0 (Documentation) and the Functional Service Area Statements of Work and as otherwise provided under this Agreement. In addition, at no additional charge to
Gap, Supplier shall provide Gap with at least three (3) copies of Documentation developed for Gap under this Agreement (or otherwise required to be provided to Gap under this Agreement and which Supplier is authorized to provide) to enable Gap
to fully utilize as permitted under this Agreement the Services, Equipment, and Software. 
  

	 	3.4	Managed Network Services 

 Supplier
shall provide the managed network services set forth in Exhibit A.5 (Managed Network Services), and as otherwise provided under this Agreement. 
  

	 	3.5	Cross Functional Services 

 Supplier
shall provide the cross functional services set forth in Exhibit A.2 (Cross Functional Services), and as otherwise provided under this Agreement. 


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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	 	3.6	End User Support Services 

 Supplier
shall provide the end user support services set forth in Exhibit A.4 (End User Support Services), and as otherwise provided under this Agreement. 
  

	 	3.7	RESERVED 

  

	 	3.8	Server Services 

 Supplier shall
provide the mainframe services and application and utility server services set forth in Exhibit A.6 (Server Services), and as otherwise provided under this Agreement. 
  

	 	3.9	Store Services 

 Supplier shall
provide the store services set forth in Exhibit A.3 (Store Services), and as otherwise provided under this Agreement. 
  

	 	3.10	Transition-In 

 A. Transition-In
Plan 
 Supplier shall provide to Gap the transition-in services described in Exhibit D.15 (Transition-In Plan) and in
accordance with the transition schedule set forth in Exhibit D.15 (Transition-In Plan). Supplier shall provide the transition-in services without materially (i) disrupting or adversely impacting the business or operations of Gap or Gap
Authorized Users, (ii) degrading the Services being provided, or (iii) interfering with the ability of Gap or Gap Authorized Users to obtain the benefit of the Services, except as may be otherwise provided in the Transition-In Plan. Unless
otherwise stated in the Agreement, the transition-in services shall not defer any obligations or liabilities of Supplier under this Agreement. 
 B. Failure to Comply with the Transition-In Plan 
 In the event Supplier fails to meet the
Transition Complete date as set forth in Exhibit D.15 (Transition-In Plan), unless modified or extended by the written agreement of the Parties, Gap may elect to terminate this Agreement for convenience pursuant to Section 33.6 (Termination for
Convenience) and without payment of the Termination for Convenience charges scheduled therein. Notwithstanding the preceding sentence, Gap shall be responsible for Stranded Costs pursuant to Section 34.4(D) (Transition Services). 
 Supplier shall, upon the occurrence of acts or omissions by Gap which have been determined by Supplier to, or are likely to, adversely
impact its ability to deliver or meet a Transition-In Plan Critical Deliverable by the date set forth in the Transition-In Plan (“Gap Delay Claim”), advise Gap’s Infrastructure Partnership Executive of such Gap Delay Claim in writing
promptly, but in no event longer than five (5) business days, of Supplier having 

  

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knowledge of such occurrence, of the facts surrounding such claim and time impact, and Gap shall provide a response and/or resolution plan to Supplier within
two (2) days thereafter. If Gap determines that the Gap Delay Claim was a primary cause for a delay of Supplier in delivering a Transition-In Plan Critical Deliverable, the time for Supplier to meet that Transition-In Plan Critical Deliverable
shall be extended to adjust for the impact of such occurrence as well as those Transition-In Plan Critical Deliverables directly dependant upon the extended Transition-In Plan Critical Deliverable. If Supplier does not agree with Gap’s
decision, Supplier shall submit the Gap Delay Claim to the Dispute Resolution Process described in Section 31 (Internal Dispute Resolution). If, at the conclusion of the Dispute Resolution Process, it is determined that the delay was caused by
Gap’s acts or omissions, the time for Supplier to meet the Transition-In Plan Critical Deliverable will be extended to account for the Gap delay. Supplier’s failure to advise Gap of a Gap Delay Claim as provided above shall preclude it
from raising such acts or omissions as a basis for avoiding a credit under this Section. 
  

	 	3.11	Equipment 

 Supplier shall provide
the Services using, or through access to, the Equipment that is either (1) Supplier Equipment, or (2) Gap Equipment. The Parties financial responsibilities with respect to Equipment (including any updates or refresh of such Equipment) are
set forth in Exhibit C.7 (Financial Responsibility Matrix). Gap shall be responsible for the risk of loss of, and damage to, Gap Equipment (unless such Gap Equipment is in Supplier’s custody). Supplier shall be responsible for the risk of loss
of, and damage to, Supplier Equipment unless such Supplier Equipment is located in a Gap Store or in a Gap location at which there are no Supplier Personnel assigned full time and the loss or damage is not caused by Supplier. 
  

	 	3.12	Replacement Services 

 As more
specifically described in the Statements of Work, Supplier shall, upon Gap’s Approval, and at no additional cost to Gap other than any applicable ARCs and the terms of any New Services, replace, upgrade, and provide additional Supplier
Equipment as may be necessary for Supplier to perform the Services in accordance with the Service Levels and as provided in this Agreement. 
  

	 	3.13	Technology Refresh Services 

 A.
Supplier shall provide all Services required to implement this Section 3.13 at no additional charge to Gap except to the extent included in Exhibit C (Fees and Resource Baseline) or as otherwise Approved in a Statement of Work. Supplier will
upgrade and replace the Equipment and Software in accordance with the technical architecture and standards required pursuant to any Functional Service Area Statement of Work and timeframes in accordance with Exhibit D.18 (Refresh Schedule). The
Services provided pursuant to this Section 3.13 are collectively referred to as “Refresh” and require Gap’s Approval prior to 

  

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implementation. Supplier will implement the Refresh requirements in accordance with the schedule set forth in Exhibit D.18 (Refresh Schedule). 
 B. In performing all Refresh Services and unless otherwise required pursuant to a Functional Service Area Statement of Work or otherwise
agreed to by the Parties in writing, Supplier shall first replace the oldest Equipment and Software based on the in-service date or age of each such item. The Refresh schedule for each Functional Service Area shall be determined in accordance with
the timeframe and/or events specified in the applicable Functional Service Area Statement of Work, or as otherwise Approved by Gap. All Refresh Services shall be performed in accordance with the schedule, technical architecture standards and product
catalogs required pursuant to the Functional Service Area Statements of Work. Gap reserves the right to Approve and modify the Refresh schedule based on its business requirements, subject to the Change Control Procedures set forth in Section 5
(Change Management) of Exhibit A.2 (Cross Functional Services). 
 C. The financial responsibility of the Parties for
Equipment and Software used in conjunction with the Services, including Refresh, shall be as set forth in Exhibit C.7 (Financial Responsibility Matrix). 
 D. Supplier shall perform the Refresh in accordance with Exhibit D.18 (Refresh Schedule). 
  

	 	3.14	Software Services 

 Supplier shall
procure any additional software required by Supplier to provide the Services, meet Service Levels, or otherwise comply with this Agreement (the “New Software”), subject to ARCs, RRCs, and, as applicable, New Services. 
  

	 	3.15	Licenses and Permits 

 Supplier is
responsible for obtaining all licenses, approvals, permits and authorizations required by applicable federal, state, or local laws or regulations that Supplier is required to have in order to perform the Services and, except as otherwise agreed to
in writing by the Parties or as otherwise provided in this Agreement, Supplier is financially responsible for all fees, costs and taxes associated with such licenses, approvals, permits and authorizations. Supplier shall provide to Gap all such
licenses, approvals, permits and authorizations within three (3) Business Days after Supplier’s receipt of Gap’s request. 
  

	 	3.16	Knowledge Transfer and Best Practices 

 Supplier shall implement the knowledge transfer process set forth in this Agreement to ensure that Supplier Personnel share the knowledge they have gained while performing the Services with Gap and the Gap Authorized Users. The knowledge
transfer process shall ensure that important knowledge, information, and practices pass from Supplier and Supplier Personnel to Gap and Gap Authorized Users. At a minimum, such knowledge transfer 

  

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processes will include Supplier meeting with Gap and designated Gap Authorized Users at least once every twelve (12) months, or more frequently as Gap
may request, to (a) explain how the Gap IT Environment operates in connection with the provision of the Services; (b) explain how the Services are provided; and (c) provide such training, Documentation and other materials as Gap may
require for Gap to understand and operate the Gap IT Environment and understand and provide the Services after the expiration or termination of the Agreement. 
 As part of the Monthly Performance Reviews, Supplier shall report to the Gap Infrastructure Partnership Executive on Supplier observed
opportunities for the introduction of best practices into Gap’s information technology processes. Beginning in the second year of the Agreement, and annually thereafter, Supplier shall work with Gap’s Infrastructure Partnership Executive
to develop and present a yearly forum/briefing to Gap (1) to recommend best practice improvements to the Services, (2) to assist Gap in understanding how the use of such best practices is intended to align Gap’s technology investments
with its Business Objectives, and (3) to assist Gap in analyzing return on its technology investments related to the Services. 
  

	 	3.17	Strategic / Business Planning and Process Implementation 

 Supplier shall provide the strategic and other business planning and process implementation services as required pursuant to the applicable Functional Service Area Statements of Work. 
 Supplier will provide business and technology intelligence and recommendations to support Gap’s optimization of its Equipment and
Software refresh strategy. Supplier shall provide Gap with prioritized availability and knowledge of Supplier’s new technology developments that have been discussed publicly at no additional cost (for avoidance of doubt, the reference to
‘no additional cost’ refers only to the prioritized availability and knowledge, not provision of the actual technology) to the extent Supplier has made such developments Generally Available. 
  

	 	3.18	Budgeting Services 

 Supplier shall
provide the budgeting services as required pursuant to applicable the Functional Service Area Statements of Work. 
  

	 	3.19	Reporting Services 

 In order to
monitor the status, performance, and quality of the Services provided to Gap, Supplier shall provide Gap with various written reports described in Exhibit D.13 (Management Reports), as such reports may be amended from time to time by Gap. The
nature and time frame of the reports shall be determined by Gap. 
 Unless stated otherwise in a Statement of Work or as
directed by Gap, each of such reports shall be comprised of three (3) hard copies and (1) electronic copy to be 

  

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delivered to each of Gap’s Infrastructure Partnership Executive and the applicable Program Manager, together with a formal transmittal letter executed
by Supplier’s Outsourcing Relationship Executive and the applicable Program Manager. If no time period is designated by Gap, after the reports have been defined and Approved by Gap, reports are due five (5) days from the end of the
reporting period, or issue occurring. 
  

	 	3.20	Data Protection and Privacy 

 Supplier shall comply with Gap’s Data Protection and Privacy Procedures as set forth in the Exhibit D.1 (Gap Policies and Procedures). In addition, subject to mandatory compliance with applicable law, Supplier shall perform a reference
and criminal background investigation on all Supplier Personnel with access to Gap Data and/or the Gap IT Environment. Notwithstanding the foregoing, *. Within five (5) days of any investigation, Supplier shall notify Gap of adverse results of
any such reference and criminal background investigation to the extent permitted by law. Supplier shall not permit any Supplier Personnel who Supplier knows has been convicted of a crime of dishonesty, breach of trust, or money laundering to provide
Services under this Agreement, or to have access to any Gap Proprietary or Confidential Information or Gap Data. 
  

	 	3.21	New Services 

 A. New Services
Proposal 
 If Gap requests that Supplier perform any New Services, Supplier shall promptly prepare a New Services proposal
for Gap’s consideration. Supplier shall prepare New Services proposals at no additional charge to Gap and shall deliver such proposal to Gap within a timeframe that is reasonable based on the nature and scope of the proposed New Services and,
in event the proposed New Services are being competitively bid, in compliance with the competitive bidding requirements. A New Services proposal shall include, among other things, (i) a reasonably detailed project plan and a price estimate for
the New Service; (ii) a reasonably detailed breakdown of such price or estimate, (iii) a reasonably detailed description of the service levels to be associated with such New Service; (iv) a schedule for commencing and completing the
New Service; (v) a description of the new hardware or software to be provided by Supplier in connection with the New Service; (vi) a description of the software, hardware and other resources, including Resource Unit utilization, necessary
to provide the New Service; and (vii) additional facilities, hardware, software or labor resources to be provided by Gap in connection with the proposed New Services. If Gap accepts Supplier’s proposal, the Parties will negotiate a
mutually agreed to Statement of Work. Upon execution of the applicable Statement of Work, the scope of the Services included in the Charges will be expanded and this Agreement will be modified to include such New Services. Notwithstanding any
provision to the contrary, the 


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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 pricing proposed by Supplier shall be reasonable and shall be no less favorable to Gap than the pricing
and labor rates set forth herein for the same or substantially similar resources in the same country and shall take into account the existing and future volume of business between Gap and Supplier. All New Services must be Approved by Gap’s
Chief Information Officer in accordance with Section 6.1 (Gap Approval). 
 B. Competing Bids 
 Gap may elect to solicit and receive bids from third parties to perform any New Services; provided, however, that Gap shall not disclose
any Confidential and Proprietary Information provided by Supplier to Gap in any proposal for New Services. If Gap elects to use third parties to perform New Services, (i) such New Services shall not be deemed “Services” under the
provisions of this Agreement and (ii) Supplier shall cooperate with such third parties as provided in Section 9 (Strategic Relationship Management). 
 C. New Sourcing Lines 
 In the event Gap elects to utilize Supplier to provide a new line of sourcing services (e.g., logistics and supply chain management, supply chain applications, and human resources support) (individually and collectively referred to as
“New Sourcing Line(s)”), such services will be treated as New Services under this Agreement, provided that each New Sourcing Line will include in the proposal a unique Exhibit C (Fees and Resource Baselines); Statement(s) of Work; Service
Level Agreement attachments, and as applicable, supporting exhibits. To the extent any provisions of this Agreement are deemed by the Parties to be inapplicable to such New Sourcing Line(s) or it is agreed that new provisions are required, such
modifications will be addressed through an amendment to this Agreement, unless the Parties otherwise agree that a stand alone agreement that leverages the terms agreed to herein as applicable will facilitate the provision or management of the
services. 
  

	 	4.	Single Relationship Agreement 

 All
Services provided by Supplier shall be governed by this Agreement, and to the extent separate Implementation Agreements are approved in writing by Gap, such Implementation Agreements shall not change, alter, or modify any term of this Agreement,
except as required by the law of the country in which Services are to be provided under such Implementation Agreement or as set forth in Section 5.3 (Terms and Conditions). 
  

	 	5.	Implementation Agreements 

  

	 	5.1	Execution 

 In each country in which
Services shall be provided, Supplier Affiliate shall, before commencement of the Services, sign an Implementation Agreement. In the event Supplier Affiliate refuses to execute an Implementation Agreement, Supplier shall be responsible for
(a) contracting with a third party as a Subcontractor under this Agreement to provide the 
  

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Services required under such Implementation Agreement, and (b) all costs (i) related to obtaining the services from such Subcontractor in excess of
those costs that would have been charged by Supplier Affiliate and (ii) related to integrating such Subcontractor services into the Services. 
  

	 	5.2	Order of Precedence 

 Except for
those country-specific terms and conditions set forth in Section 5.3 (Terms and Conditions) below, all the terms and conditions of this Agreement shall be incorporated in full and remain in full force and effect in all Implementation
Agreements. Except for those country specific terms and conditions set forth in Section 5.3 (Terms and Conditions) below, in the event of any conflict or inconsistency between the terms and conditions of this Agreement, and the terms and
conditions of an Implementation Agreement, the terms and conditions of this Agreement shall prevail. 
  

	 	5.3	Terms and Conditions 

 Each
Implementation Agreement shall contain only the following country specific terms and conditions. There shall be no additional terms and conditions included in any Implementation Agreement except as set forth in this Section 5.3 (Terms and
Conditions). 
 A. Any requirements specifically mandated by the laws, rules, regulations, directives, and/or statutes of the
country of Supplier Affiliate and Gap Affiliate, including: (i) any country specific human resource requirements in relation to the Transitioned Employees, and (ii) any data protection requirements. 
 B. Those provisions necessary to allow both parties to operate within their respective tax structures and implement their respective
internal payment processes. In the event the two structures are in conflict, Gap’s tax structure and payment processes shall take precedence, provided, however, in the event Supplier demonstrates that compliance with the above precedence
requirement will create a material adverse impact as to Supplier, the Parties shall work cooperatively to reach a commercially reasonable and mutually beneficial resolution. Notwithstanding the foregoing, nothing in this paragraph B is intended to
alter the agreement of the Parties as to the allocation of taxes set forth in Section 26.5 (Taxes). 
 C. Any provision
necessary to establish jurisdiction and venue as to Supplier Affiliate as provided in Section 46.3 (Venue and Jurisdiction). 
 D. To the extent there are additional provisions not addressed above which are proposed to be included in an Implementation Agreement, such proposed provisions must be approved by Gap Corporate Counsel and Supplier Corporate Counsel. In the
event the Parties are unable to agree upon such proposed additional provisions, such proposed additional provisions shall not be incorporated into the Implementation Agreement. 
  

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	 	5.4	Parental Guarantee 

 Each Party
shall provide a parental guarantee simultaneously with the execution of an Implementation Agreement. Each Party’s provision of a parental guarantee for any Affiliate executing an Implementation Agreement under this Agreement shall be made in
the same or substantially similar form as that of Exhibit N.1 (Supplier Guarantee) and Exhibit N.2 (Gap Guarantee), as applicable. 
  

	 	6.	Unapproved Work 

  

	 	6.1	Gap Approval 

 A. When Gap’s
consent, authorization, amendment, and/or other approval is expressly required under this Agreement, such consent, authorization, amendment, and/or other approval must be obtained by Supplier in writing from Gap’s Chief Information Officer or
Gap’s Infrastructure Partnership Executive. Notwithstanding the foregoing, any consent, authorization, amendment, and/or other approval requiring the authorization of payment, or imposing an obligation on Gap for any fees, cost, or other
expenses, must be obtained by Supplier in writing from Gap’s Chief Information Officer subject to the following exceptions: 
 (1) any consent, authorization, amendment, and/or other approval in an amount less than * per entire Statement of Work or authorized activity) can be approved by Gap’s Infrastructure Partnership Executive; and 
 (2) any consent, authorization, amendment, and/or other approval in an amount less than * per entire Statement of Work or authorized
activity) can be approved by a Gap Program Manager. 
 B. After Supplier has obtained the consent, authorization, amendment,
and/or other approval as set forth in this Section, Supplier is not required to obtain a consent, authorization, amendment, and/or other approval for the tasks related to the day to day execution of the applicable matter, unless additional consents,
authorizations, amendments, and/or other approvals are specifically provided for in the Agreement. 
 C. For purposes of this
Agreement, the writings constituting any consent, authorization, amendment, and/or other approval shall be (i) as to New Services, a signed and numbered Service Request, Change Request, or Statement of Work, as applicable; and (ii) as to
Non-Recurring Initiatives, a signed and numbered Statement of Work. Supplier’s monthly invoices shall detail separately Charges for New Services, with reference to the specific numbered Service Request, Change Request, or Statement of Work
constituting the consent, authorization, amendment, and/or other approval. Each calendar month, Gap’s Infrastructure 


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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 Partnership Executive (or his or her designee) and Supplier’s Outsourcing Relationship Executive
shall meet to review the Services invoiced to Gap in the previous calendar month, including the status of issues, if any, relating to Charges for New Services. Gap will make a good faith attempt to raise any disputes relating to any consent,
authorization, amendment, and/or other approval of the Services performed promptly upon discovery of such dispute; provided that in no event shall Gap be permitted to dispute such consent, authorization, amendment, and/or other approval of the
Services performed (and invoiced as provided in this Section) more than * (*) days after the date of the original invoice for such Service(s) and, thereafter, any such Charges shall be deemed to have Gap’s consent, authorization,
amendment, and/or other approval. 
  

	 	6.2	Right to Reject 

 Gap reserves the
right to reject any Services not Approved by Gap pursuant to Section 6.3 (Failure to Obtain Approval) or other provisions of this Agreement. Gap Approval is not required for those Services, other than Non-Recurring Initiatives, included in the
Charges, including any ARCs or RRCs as to such Services. 
  

	 	6.3	Failure to Obtain Approval 

 A.
Unless otherwise specified in Section 6.1 (Gap Approval) or otherwise specifically set forth in this Agreement, any consents, authorizations, amendments, or other approvals required under this Agreement must be obtained from Gap’s Chief
Information Officer or Gap’s Infrastructure Partnership Executive. 
 B. If Supplier provides Services (or services other
than those specified in this Agreement) to Gap without obtaining Gap Approvals in writing, as set forth in this Section, such Services (or other services) shall be deemed to be a gratuitous effort on the part of Supplier and Supplier shall have no
claim whatsoever against Gap therefor (it being understood by the Parties that Supplier shall have no obligation to continue to provide such gratuitous Services (or other services) unless Approved by Gap in which case Gap shall compensate Supplier
in accordance with this Agreement). Any services other than those specified under this Agreement that are Approved by Gap under the preceding sentence shall become a part of the Services and shall be subject to the terms and conditions of this
Agreement. 
 C. If Supplier provides Services (or services other than those specified in this Agreement) that are deemed to
be a gratuitous effort pursuant to subparagraph B above, constituting Equipment, Supplier Proprietary Software or commercially available off-the-shelf Supplier Third Party Software (e.g., Microsoft NT, Sun Solaris, HP Open View) and unless otherwise
Approved, Gap shall permit Supplier to remove such Equipment, Supplier Proprietary Software or commercially available off-the-shelf Supplier Third Party Software at Supplier’s sole cost and expense and at Gap’s reasonable convenience.



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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 D. If Supplier provides Services (or services other than those specified in this
Agreement) that are deemed to be a gratuitous effort pursuant to subparagraph B. above, constituting Gap Custom Software, Gap shall be entitled to retain and use such Gap Custom Software free of Charge, except that such Gap Custom Software shall not
be deemed to be part of the Services subject to this Agreement and shall be provided to Gap by Supplier on an “AS IS” basis. 
 E. Gap shall provide Supplier with notice of any such gratuitous effort to the extent such gratuitous effort is known by Gap’s Governance Team as detailed in Section 19.1 (Governance). 
  

	 	7.	Service Levels 

  

	 	7.1	Service Level Agreements 

 Supplier
shall provide all Services in accordance with the Service Levels. 
  

	 	7.2	Reports 

 Supplier shall collect all
data and maintain all records and documentation required by this Agreement, the Statements of Work and to comply with the Service Levels. Supplier shall provide regular performance reports to Gap in accordance with Section 3.16 (Reporting
Services) and Section 19.1 (Governance). 
  

	 	7.3	Root-Cause Analysis and Resolution 

 Within ten (10) days (or as otherwise agreed to by the Parties in writing) of receipt of a notice from Gap of Supplier’s failure to provide the Services in accordance with the Service Levels, Supplier shall (a) provide such
services necessary to identify the cause of such failure, (b) provide Gap with a written report detailing the cause of, and procedures for correcting, such failure, and (c) provide Gap with reasonable evidence that applicable corrective
steps have been taken. The foregoing does not limit other remedies available to Gap under this Agreement for such Service Level failures. 
  

	 	7.4	Cost and Efficiency Reviews 

 Supplier shall perform, on an annual basis, cost and efficiency reviews of the Services it provides and make recommendations to Gap for reducing the cost to Gap of the Services. Supplier’s recommendations shall include methods to
efficiently utilize resources chargeable to Gap under the Agreement, including, but not limited to: 
 (1) Tuning or
optimizing the Gap IT Environment used to perform the Services; 
  

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 (2) Use and analysis of the results of predictive modeling, trend analysis, and
monitoring tools; 
 (3) Analysis and isolation of Application and infrastructure design, configuration, and implementation
flaws; 
 (4) Recommendations for aligning technology processes, tools, skills and organizational changes with Gap’s
business requirements; and 
 (5) Employing new technologies in general use by Supplier to replace existing technologies used
by Supplier to provide the Services, even if the use of such new technologies will result in a reduction in monthly revenues to Supplier under the Agreement. For example, in a circumstance in which manual tape mounts were a Resource Unit, it is
required that Supplier would recommend use of automated tape mounts, if appropriate, even if implementation of such solution would result in a RRC under the Agreement. 
 In the event Supplier fails to include in its annual recommendations employment of new technologies (made Generally Available by Supplier
to other customers for at least six (6) months) to replace existing technologies used by Supplier to provide the Services, and (1) Gap demonstrates through the Internal Dispute Resolution process that employment of such new technologies
would result in a reduction to Gap of the Charges of the Services, and (2) if Gap elects to implement a subject new technology in accordance with this Agreement, it shall receive a $50,000.00 credit off of any Charge associated with the
implementation of any such new technology by Supplier. 
  

	 	8.	Benchmarking 

  

	 	8.1	Benchmarking Process 

 A. After the
* anniversaries of the Reference Date, Gap may initiate a benchmark analysis of (1) *, (2) *, (3) *, and/or (4) * (individually each, and collectively all, referred to as “Aggregated Service(s)”). For purposes of this
Section 8 (Benchmarking), *. Supplier will provide, as reasonably requested by Gap in order to facilitate a meaningful and effective benchmark analysis, a detailed charge(s) breakdown of the Aggregated Services subject to the benchmark



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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 analysis into the elements of *. Additionally, as may be required to normalize the
benchmark analysis, the fixed price component of the Annual Services Charge set forth in Table C-1 (Annual Services Charge) shall be allocated on a prorated basis to each of the Aggregated Service(s). Such allocation will be accomplished by dividing
the then current Contract Year Charges for the applicable Aggregated Service(s) subject to the benchmark analysis by the total Annual Services Charge for the then current Contract Year to obtain the percentage of the fixed price Annual Services
Charge to add to the Aggregated Service(s) in order to establish the then current total price for the Aggregated Service(s) subject to the benchmark analysis. Gap agrees not to duplicate a benchmarking for Aggregated Services within any * period.
Gap will select and contract with an independent third party that routinely provides benchmarking as identified on Exhibit D.21 (Approved Benchmarkers) or as otherwise mutually agreed to in writing by the Parties (the “Benchmarker”) to
objectively perform such benchmarking. 
 B. Each Party shall have the right to review the benchmarking procedures to be
utilized by the Benchmarker. If and to the extent Gap and Supplier agree on specific directions, processes or methodologies to be provided to or applied by the Benchmarker, the Benchmarker shall be provided such directions and instructed to apply
such processes or methodologies. Otherwise, the Benchmarker shall be instructed to use its professional judgment as to the appropriate processes and methodologies to be applied. 
 C. The Benchmarker shall execute an appropriately protective confidentiality agreement consistent with the terms of this Agreement that
contains standard non-disclosure agreement protections, provided that Supplier shall have no obligation hereunder to (i) provide the Benchmarker any proprietary information or data relating to Supplier’s agreements with other customers or
(ii) disclose to the Benchmarker Supplier’s cost of delivering the Services under this Agreement. 
 D. The
Benchmarker shall have no financial incentive in the outcome of its analysis. The Benchmarker shall compare (using data from a representative sampling of contracts) the quality, resource utilization, and charges of the Aggregated Service(s) against
the quality, resource utilization and charges of information technology service providers performing similar services to ensure that Gap is obtaining pricing and levels of service that are competitive with market prices and service levels, given the
nature, volume, performance standards and type of Aggregated Service(s) provided by Supplier hereunder (“Benchmarking”). The prices established as a result of the Benchmarking shall be the “Benchmark”. In making this comparison,
the Benchmarker shall insure its comparison accounts for vendor financing and other factors including: (i) whether vendor transition-in charges are paid by the customer as incurred or amortized over the term of the agreement; (ii) the
extent to which vendor pricing includes the purchase of customer’s existing assets and on what basis; and (iii) the extent to which vendor pricing includes the cost of acquiring future assets. The Benchmarker shall identify such factors
considered and the methodology used to account for such factors in its comparison. 


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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	 	8.2	Benchmark Adjustments 

 A. The
Benchmarker shall issue a preliminary written report reflecting its findings. The Parties will review the preliminary benchmark analysis report and provide any comments in writing to the Benchmarker and the other Party within fifteen (15) days
of receipt of the analysis. The Benchmarker will be instructed to consider any such comments received within such fifteen (15) day period and, after such consideration and making any appropriate adjustments, to issue a final written report. The
Benchmarker may accept or reject the comments of either Party in its sole discretion. 
 B. In the event that the Parties
agree to the Benchmark result and Supplier’s prices for the Aggregated Service(s) is priced higher than the Benchmark, then Supplier shall either: 
 (1) in the event Supplier’s prices for the Aggregated Service(s) exceed the Benchmark by * or less, then Supplier shall reduce its prices for the Aggregated Service(s) down to the * in the next billing cycle.
“*” shall mean the amount equal to * over Supplier’s prices for the Aggregated Service(s). For example, if the Benchmark for the Aggregated Services exceeds the then current Supplier Charges for the Aggregated Services by *, then
Supplier shall reduce its prices for the Aggregated Services down by *; or 
 (2) in the event Supplier’s prices for the
Aggregated Service(s) exceed the Benchmark by more than *, Supplier shall reduce its prices for the Aggregated Service(s) (i) down by * in the next billing cycle (ii) *. Within * of receiving the Benchmarking with a Benchmark triggering
the pricing discussion requirement, Supplier shall provide Gap with a written proposal on *. The proposal shall *. Supplier’s proposal must be accompanied with sufficient detail to demonstrate to Gap what specific pricing metrics will be
affected and how and may include discussion of technology architecture issues. The Parties shall structure and support the pricing discussions to proceed rapidly with the objective of completing such discussions within * of the date of receiving the
Benchmarking. Failure of the Parties to agree on all pricing adjustments to be implemented within * of the date of receiving the Benchmarking, shall be deemed a rejection of Supplier’s proposal to reduce prices by Gap, unless the Parties
otherwise agree in writing. 
 C. Should the Parties agree to adjust pricing as provided herein, such adjustments shall be *.



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 D. If (1) Supplier fails to adjust its pricing as required under subpart B
above, or (2) Gap (in its sole discretion) does not accept Supplier’s proposal to reduce its prices to the Benchmark as set forth in subpart B(2) above, Gap may terminate this Agreement in accordance with Section 33.5 (Termination for
Failure to Implement Benchmark Adjustments). 
 E. All third party costs of the benchmarking shall be shared equally by the
Parties. 
  

	 	9.	Strategic Relationship Management 

  

	 	9.1	Definitions 

 For purposes of this
Section 9 (Strategic Relationship Management), the term “Managed Strategic Supplier” shall mean those Third Party Vendors identified by Gap as having responsibility under a separate agreement with Gap for the delivery of a critical
service segment that must integrate with the Services. As of the Reference Date, Exhibit D.12 (Managed Strategic Suppliers) lists the Managed Strategic Suppliers. The listing of Managed Strategic Suppliers contained in Exhibit D.12 (Managed
Strategic Suppliers) shall be updated from time to time by the written agreement of the Parties either through the Change Control Procedures or by a signed amendment to the Agreement. 
  

	 	9.2	Managed Strategic Supplier Services 

 A. Supplier’s obligations with regard to Managed Strategic Suppliers shall be as set forth in the applicable Statements of Work and include the following: 
 (1) work with Gap to plan the scope, requirements and specifications as to all Managed Strategic Suppliers for any particular project or
engagement; provided, however, Gap will provide Supplier with a copy of the applicable agreements with its Managed Strategic Suppliers as needed to identify Supplier’s obligations under this Section; 
 (2) assume primary responsibility for properly fulfilling Gap’s operational, management, and administrative obligations under any
agreement with a Managed Strategic Supplier; provided, however, nothing under this subpart obligates Supplier to accept financial or other liability as between it and the Managed Strategic Supplier; 
 (3) working with Gap to identify its business needs and assuming primary responsibility for incorporating those business needs in the
design and development of specifications for the Managed Strategic Supplier’s services; 
 (4) act as Gap’s limited
agent and coordinate the implementation of all projects and performance; 


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 (5) assume responsibility for managing the relationship and monitoring the Managed
Strategic Supplier’s continuing performance under the terms of the agreement with the Managed Strategic Supplier and bring all performance issues under the applicable service levels to resolution in accordance with the terms of the agreement
with the Managed Strategic Supplier, including but not limited to managing the Managed Strategic Supplier’s development and implementation of corrective action plans; 
 (6) monitor the Managed Strategic Supplier’s continuing timeliness under the terms of the agreement with the Managed Strategic
Supplier, including, but not limited to managing the Managed Strategic Supplier’s development and implementation of corrective action plans; 
 (7) monitor and assess the Managed Strategic Supplier’s ability to efficiently and effectively deliver the agreed services under the terms of the agreement with the Managed Strategic Supplier; and 
 (8) review and verify the accuracy and compliance with the terms of the agreement with the Managed Strategic Supplier, including
applicable statements of work and project agreements, of all invoices received by Gap from Managed Strategic Supplier and pursue all credits to which Gap may be entitled. 
 B. In the event of any failure of a Managed Strategic Supplier to achieve the service levels under the applicable service level agreement,
Supplier shall promptly advise Gap’s Infrastructure Partnership Executive and the appropriate Program Manager of any performance or other issues. In addition to providing the Services set forth in Section 9.2A.(5), within ten
(10) days of receipt of a corrective action plan and/or a root cause analysis of a service level failure from the Managed Strategic Supplier, Supplier shall provide Gap with a written analysis of the Managed Strategic Supplier’s corrective
action plan and root cause analysis and an identification of mitigation measures that are determined by Supplier to minimize the likelihood of a recurrence of the failure. If further investigation into the root cause of the failure is required, then
Supplier shall, as applicable, manage the Managed Strategic Supplier’s efforts with regard to such further investigation and/or perform such investigation. Supplier shall provide a report to Gap of relevant information discovered in the further
investigation and such other information regarding the failure as Gap may reasonably request. Upon becoming aware of acts or omissions of a Managed Strategic Supplier that Supplier reasonably believes are likely to cause a failure to achieve a
service level under the applicable Service Levels, Supplier will provide Gap with prompt written notice of such acts or omissions. 
 C. Gap shall be responsible for the payment of all invoices issued by the Managed Strategic Supplier for services rendered. 
 D. Supplier has to the right to approve any changes to any agreement with a Managed Strategic Supplier which would materially change or increase the level of Services provided by Supplier under this Section 9 (Strategic Relationship
Management). 
  

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	 	9.3	Appointment as Limited Agent 

 Gap
hereby appoints Supplier as Gap’s limited agent for managing any agreements covering services or systems provided to Gap by a Managed Strategic Supplier. Gap agrees promptly to notify all appropriate third parties in writing of the nature and
scope of such appointment of Supplier. Supplier’s appointment as Gap’s limited agent shall not include the authority to obligate Gap to pay any fees, costs or other expenses without obtaining in advance a Gap Approval. Supplier’s
appointment as Gap’s limited agent as to a Managed Strategic Supplier or as to a specific applicable agreement between Gap and a Managed Strategic Supplier may be terminated by Gap. Any change by Gap to an existing Managed Strategic Supplier
relationship or termination of Supplier’s status as limited agent as to such Managed Strategic Supplier shall be subject to an appropriate modification to Supplier’s rights and obligations under this Agreement. Gap agrees to cooperate with
Supplier in its role as Gap’s limited agent with respect to a Managed Strategic Supplier. As of the Reference Date, Gap is not aware of any material breach under any Managed Strategic Supplier agreement nor are there any disputes pending in
dispute resolution. 
  

	 	9.4	Lease Management 

 A. Definitions

 For purposes of this Section 9.4 (Lease Management), the term “Gap Selected Lease Supplier” shall mean those
third parties selected and identified by Gap as having responsibility under a separate agreement with Gap for the leasing of certain Gap Equipment. As of the Reference Date, Exhibit D.11 (Gap Selected Lease Agreements) lists the Gap Selected Lease
Suppliers and the applicable agreements. The listing of Gap Selected Lease Agreements contained in Exhibit D.11 (Gap Selected Lease Agreements) shall be updated from time to time by the written agreement of the Parties either through the Change
Control Procedures or by a signed amendment to the Agreement. 
 B. Lease Management Supplier Services 
 (1) Supplier’s obligations with regard to a Gap Selected Lease Supplier shall be as set forth below: 
 (a) work with Gap to plan the scope, requirements and specifications as to all Gap Equipment; provided, however, Gap will provide
Supplier with a copy of the applicable agreements with its Gap Selected Lease Suppliers as needed to identify Supplier’s obligations under this Section; 
 (b) assume primary responsibility for properly fulfilling Gap’s operational, management, and administrative obligations under any
agreement with a Gap Selected Lease Supplier; provided, however, 

  

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nothing under this subpart obligates Supplier to accept financial or other liability as between it and the Gap Selected Lease Supplier; 
 (c) working with Gap to identify its business needs and assuming primary responsibility for incorporating those business needs in the
design and development of specifications for the Gap Equipment; 
 (d) act as Gap’s limited agent and coordinate the
implementation of all Gap Equipment; 
 (e) assume responsibility for managing the relationship and monitoring the Gap
Selected Lease Supplier’s performance under the terms of the agreement with the Gap Selected Lease Supplier; and 
 (f)
review and verify the accuracy and compliance of all invoices received by Gap from a Gap Selected Lease Supplier with the terms of the agreement with the Gap Selected Lease Supplier, and pursue all credits to which Gap may be entitled. 

C. Upon becoming aware of acts or omissions of a Gap Selected Lease Supplier that Supplier reasonably believes are likely to cause a
failure to achieve a service level under the applicable Service Levels, Supplier will provide Gap with prompt written notice of such acts or omissions. 
 D. Gap shall be responsible for the payment of all invoices issued by the Gap Selected Lease Supplier for services rendered. 
  

	 	10.	Service Locations 

  

	 	10.1	Service Locations 

 The Services
shall be provided from (1) the Gap Sites, (2) Supplier Service Locations, and (3) any other data center or location designated by Gap or Supplier; provided, however, that any such other data center or location must be Approved by Gap
in writing and in advance ((1), (2), and (3) collectively, the “Service Locations”). 
  

	 	10.2	Shared Environment 

 Prior to
migrating or relocating any of the Services to a Supplier Shared Service Center (other than those contemplated as of the Reference Date), Supplier shall provide to Gap, for Gap’s Approval, a proposal for the migration or relocation of such
Services, including benefits, savings, or risks to Gap during the Term and upon the expiration or termination of this Agreement. Gap agrees to evaluate such migration or relocation proposals in good faith, acknowledging the potential that such
relocation, while achieved at no additional cost 

  

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or savings to Gap, may enable Supplier to optimize its financial and delivery commitments under this Agreement. 
  

	 	10.3	Safety Procedures 

 A. Supplier
shall maintain and enforce at Supplier Service Locations safety procedures that are at least (1) equal to industry standards for such Supplier Service Locations and (2) as rigorous as those procedures in effect at Supplier Service
Locations as of the Reference Date. 
 B. At all Gap Service Locations, Supplier shall comply with Gap’s safety
procedures provided in writing to Supplier or generally posted at a Gap Service Location. Supplier shall observe and comply with all Gap rules (disclosed to Supplier or Supplier Personnel in writing or by other means generally used by Gap to
disseminate such information to employees or contractors) with respect to safety, health, facility security, and the environment and shall take all action necessary to avoid injury, property damage, spills or emissions of hazardous substances,
materials or waste, and other dangers to persons, property or the environment. To the extent required by Gap, Supplier Personnel shall receive prescribed training from Gap without charge prior to entering certain Gap Sites or Gap Service Locations.

  

	 	10.4	Security Procedures 

 As more
specifically required pursuant to Section 2 (Security) of Exhibit A.2 (Cross Functional Services), Supplier shall adopt security measures for itself and its employees which shall include, but not be limited to: 
 A. Prohibition of the disclosure of Proprietary or Confidential Information within Supplier’s organization except to individuals
requiring access to such information to perform Supplier’s obligations or exercise its rights under this Agreement; 
 B.
Precluding access to Proprietary and Confidential Information by any Supplier employee, representative, agent or Subcontractor until such individual has been trained with regard to the handling of the Proprietary or Confidential Information, use of
security measures identified herein, and (1) with respect to Supplier’s employees, has completed Supplier’s applicable * (or its successors) (provided, however, for purposes of this Agreement and with respect to Supplier’s
employees providing Services under this Agreement, * (or its successors) shall be deemed to apply to and include all of the Gap Systems), and (2) with respect to Supplier’s representatives, agents, or Subcontractors, Supplier has included
provisions comparable to *; 
 C. Requiring all (1) new employees to complete Supplier’s applicable * 


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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 * (or its successors) (provided, however, for purposes of this Agreement and with respect to
Supplier’s employees providing Services under this Agreement, * (or its successors) shall be deemed to apply to and include all of the Gap Systems), and (2) representatives, agents, or Subcontractors, to execute Subcontractor, agent, or
other agreements with provisions comparable to *; 
 D. Providing each individual authorized to electronically access
Proprietary or Confidential Information with a unique access code and notifying such individual that disclosure of any password, access code, or security device shall result in disciplinary action, including termination; 
 E. Promptly canceling any password or security access code when an individual is terminated, transferred, or on a leave of absence and
providing prompt notice of such event to Gap as agreed in the Gap Policies and Procedures and consistent with Gap System security requirements; 
 F. In the event employment is terminated involuntarily, ensuring that the individual’s access to Proprietary or Confidential Information is blocked prior to notifying the individual of the involuntary
termination; 
 G. Requiring that Gap procedures (provided in writing to Supplier or generally posted at the Gap Service
Locations) are followed by Supplier Personnel to physically safeguard all telecommunication switches, computer rooms, and tape libraries, as well as restricting access to such sites to authorized personnel through card access system
(“CAS”) badges where such systems are utilized; 
 H. Requiring that audit trails are established and maintained
with regard to Trusted Identifications created by Supplier and provide such audit trails to Gap upon Gap’s request. Without limitation, *; and 
 I. Requiring, to the extent consistent with Gap Polices and Procedures (Exhibit D.1), that the Equipment and the Gap IT Environment have the firewalls, segmentation, encryption, or other safeguards designed to
(1) protect the transmission of Gap Data and Proprietary or Confidential Information, (2) properly authenticate users, and (3) prohibit the unauthorized access to Gap Data or Confidential or Proprietary Information or the



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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 Gap IT Environment, all as set forth in Section 2 (Security) of Exhibit A.2 (Cross Functional
Services). 
  

	 	10.5	Access To Gap Sites 

 Gap shall
provide Supplier with access to and use of the Gap Sites (or equivalent space) as necessary for Supplier to comply with the terms of this Agreement. All Gap owned or leased assets provided for the use of Supplier under this Agreement shall remain in
Gap Sites unless Gap otherwise agrees in writing. Supplier shall have no tenancy, or any other property or other rights, in Gap Sites. In addition, all leasehold improvements made by or for Supplier during the Term shall be and remain part of the
Gap Site. All such improvements shall be made: (i) only with Gap’s prior written Approval; and (ii) at Supplier’s sole cost and expense. Supplier acknowledges and agrees that, as of the Reference Date, the Gap Sites are
sufficient, together with Supplier Service Locations, to enable Supplier to provide the Services as required by this Agreement. All Gap Sites are provided hereunder on an “as is, where is” basis. 
  

	 	10.6	Furniture, Fixtures and Equipment 

 The facilities provided by Gap for the use of Supplier will be generally comparable to the standard space then occupied by similarly-situated Gap employees. Gap shall provide, for the use of Supplier Personnel occupying space at Gap Sites,
office furniture and fixtures generally comparable to the furniture and fixtures provided to similarly-situated Gap employees. Supplier Personnel using the facilities provided by Gap will be accorded reasonable access to the communications wiring in
such facilities (including fiber, copper, and wall jacks) and the use of, certain shared office equipment and services such as photocopiers, local and long distance telephone service for Gap-related calls, mail service, office support service (e.g.,
janitorial), heat, light, and air conditioning. Supplier shall be responsible for providing all other office, data processing and computing equipment, and services needed by Supplier or Supplier Personnel to provide the Services, and for upgrades,
improvements, replacements, and additions to such equipment or services provided that those affected Gap employees may continue to utilize their current workstations until such time that the workstation is scheduled for refresh or otherwise requires
replacement. At that time, Supplier shall replace such workstation with Supplier Equipment. 
  

	 	10.7	Gap’s Responsibilities Regarding Utilities 

 Gap shall provide, or shall cause Supplier to be provided with, site maintenance, site management, site administration and similar services for Gap Sites used by Supplier or Supplier Personnel to provide the Services
and maintain at historical levels the building and property electrical systems; water, sewer, lights, heating, ventilation, and air conditioning (“HVAC”) systems; physical security services; general custodial/landscape services, including
monitoring and maintaining the uninterruptible power supply (“UPS”) system; and air handlers and water chillers; and shall pay for electrical power, water, natural gas 

  

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used or consumed by Supplier or Supplier Personnel at such Gap Sites. Gap shall maintain the account relationship with power utility, the water utility, and
the natural gas utility companies. 
  

	 	10.8	Supplier’s Responsibilities Regarding Facilities 

 Except as provided in Sections 10.5 (Access to Gap Sites), 10.6 (Furniture Fixtures and Equipment), and 10.7 (Gap’s Responsibilities Regarding Utilities), Supplier shall be responsible for providing all
furniture, fixtures, equipment, space, tools, vehicles and other facilities required to perform the Services and all upgrades, improvements, replacements and additions to such furniture, fixtures, equipment, space, tools, and facilities. Without
limiting the foregoing, Supplier shall: (i) provide all site maintenance, site management, site administration and similar services at Supplier Service Locations, other than Gap Sites; and (ii) provide all necessary emergency power supply
and uninterrupted power supply services at Supplier Service Locations, other than Gap Sites; and (iii) provide such other services as required pursuant to Gap’s Policies and Procedures. To the extent Supplier identifies methods of
optimizing use of Gap facilities with regard to Supplier’s use of such facilities for delivering the Services (e.g., more efficient use of floor space, more efficient usage of power and air conditioning) it will advise Gap of such
recommendations. 
  

	 	10.9	Physical Security 

 Gap is
responsible for the physical security of the Gap Sites; provided, that Supplier will be responsible for access and control of the areas that Supplier is using in performance of this Agreement and as more specifically required pursuant to the Gap
Policies and Procedures. Supplier shall not authorize any person to have access to, or control of, any such area unless such access or control is permitted in accordance with control procedures Approved by Gap. 
  

	 	10.10	Employee Services 

 Subject to
applicable security requirements that are provided in writing to Supplier or posted at a Gap Site, Gap will permit Supplier Personnel to use all employee facilities (e.g., parking, cafeteria, and common facilities) at the Gap Sites that are
generally made available to the employees of Gap or Gap Authorized Users. Supplier Personnel will not be permitted to use such employee facilities designated by Gap for the exclusive use of certain Gap or Gap Authorized User employees. 

 

	 	10.11	Use of Gap Sites 

 Unless Supplier
obtains Gap’s prior written agreement, which may be withheld by Gap in its sole discretion, Supplier shall use the Gap Sites, and the Gap Equipment and Software located therein, only to provide the Services to Gap and the Authorized Users. Gap
reserves the right in its sole discretion to relocate a Gap Site (or the space within a Gap Site) from which the Services are then being provided by Supplier to another location; provided that, in such event, Gap will provide Supplier with ninety
(90) days advance written notice and with 

  

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comparable space in the new location. In advance of a Material Move, Supplier and Gap shall identify one-time or recurring additional or reduced costs or
expense associated with such relocation, and agree upon methods of mitigating and equitable allocation of such cost and/or expenses. The Parties agree that a “Material Move” for purposes of this Section 10.11 (Use of Gap Sites) is one
that creates an additional commute for Supplier Personnel of * or more miles. When the Gap Sites are no longer required for the performance of the Services, Supplier shall return such Gap Sites to Gap in substantially the same conditions as when
Supplier began use of the Gap Sites, subject to reasonable wear and tear. Nothing in this Section 10.11 (Use of Gap Sites) is intended to pre-determine whether Supplier services relating to a Material Move constitute a Non-Recurring Initiative
or are included within the Services. 
 Gap also reserves the right to direct Supplier to cease using all or part of the space
in a Gap Site from which the Services are then being provided by Supplier and to thereafter use such space for its own purposes. In such event, Gap shall reimburse Supplier for any reasonable incremental costs incurred by Supplier as a result of
such direction; provided that such direction is not expressly contemplated in this Agreement and that Supplier notifies Gap of such additional incremental costs and uses commercially reasonable efforts to minimize such costs. 
  

	 	10.12	Damage to Gap Facilities, Buildings, or Grounds 

 Supplier shall repair, or cause to be repaired, at its own cost, any and all damage to Gap Sites caused by Supplier or Supplier Personnel. Such repairs shall be made immediately after Supplier has become aware of such
damage, but in no event later than thirty (30) days after the occurrence. If Supplier fails to make timely repairs, Gap may make any necessary repairs. All costs incurred by Gap, as determined by Gap, for such repairs shall be repaid by
Supplier by cash payment upon demand, or without limitation of all Gap’s other rights and remedies provided by law or under this Agreement, Gap may deduct such costs from any amounts due to Supplier from Gap under this Agreement. 
  

	 	10.13	Use of Supplier Service Locations 

 During the Term, Supplier will provide to Gap at no charge (i) temporary access to and reasonable use of Supplier Service Locations, and (ii) temporary access to reasonable work/conference space at Supplier Service Locations for
Gap to exercise its rights under this Agreement, subject to Gap’s compliance with Supplier’s posted security policies and procedures while at such facilities. The facilities provided by Supplier for the use of Gap will be generally
comparable to the standard space then occupied by similarly-situated Supplier employees. 


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	 	11.	Data Backup and Disaster Plan 

  

	 	11.1	Data Backup 

 Supplier shall back-up
all Gap Data as provided in the applicable Functional Service Area Statements of Work. 
  

	 	11.2	Disaster Plan 

 Supplier shall
maintain and implement disaster avoidance procedures as required pursuant to Section 3 (Disaster Recovery Services) of Exhibit A.2 (Cross Functional Services). The Disaster and Recovery Plan for Supplier Service Locations shall be reviewed and
updated during the Term to conform with ISO 9000 standards. Supplier shall notify Gap of the completion of the ISO 9000 annual compliance certification or audit, and make such certification or audit available to Gap or its designee for review.
Recommendations of new technology by Supplier’s or Gap’s communications, equipment, and uninterruptible power supply vendors shall also be reviewed on a regular basis and be included in Supplier’s planning process as appropriate.

  

	 	11.3	Disaster Avoidance 

 As to those
Supplier Service Locations (other than Gap Sites), Supplier shall maintain disaster avoidance procedures designed to safeguard the Gap Data and the availability of the Services, throughout the Term. Such disaster avoidance procedures include, but
are not limited to, the following: 
 A. Physical Security 
 Access to Supplier Service Locations shall be strictly controlled by Supplier. An electronic badge system or other appropriate systems
will be maintained and utilized by Supplier to control access to Supplier Service Locations. *. In addition, Supplier shall, on a twenty-four (24) hours a day, seven (7) days a week basis, monitor Supplier Service Locations access.
Supplier shall also (to the extent such acts do not violate any union agreement) maintain, to the extent Supplier deems necessary, operational video cameras to monitor the main entrance, parking facilities, and critical areas within Supplier Service
Locations twenty-four (24) hours a day, seven (7) days a week. 
 B. Fire Protection 
 As to Supplier Data Center(s), fire detection, containment, and fire suppression systems and processes shall meet Supplier, Industrial
Risk Insurers (IRI), and National Fire Protection Association (NFPA) requirements and shall be regularly reviewed and updated. 


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 C. Power Supply 
 As to Supplier Data Center(s), Supplier shall maintain two levels of power backup designed to provide uninterrupted operation of Supplier
Data Center(s) and equipment located in such Supplier Data Center(s) in the event of a loss of power. Supplier Data Center(s) will also have EPS generation as a second source of backup power. 
 D. Equipment/Air Conditioning 
 As to Supplier Data Center(s), Supplier shall maintain two (2) levels of protection against loss of cooling, including a primary backup system and a secondary backup system that shall be capable of providing
continuous cooling during a power outage. 
 E. Hardware and Software Changes 
 Supplier shall strictly comply with the Change Management procedures as set forth in Section 5 (Change Management) of Exhibit A.2
(Cross Functional Services), and shall ensure that Supplier Personnel are familiar with such procedures and that such procedures are used for both hardware and software Changes. 
 As to the Gap Data Centers occupied by Supplier, Supplier shall be vigilant of the Disaster avoidance services and systems provided by
Gap or third party suppliers on behalf of Gap; and report in writing to Gap issues known by Supplier to create a physical risk to the Data Center of the personnel working therein. 
  

	 	11.4	Disaster Recovery 

 Supplier shall
maintain disaster recovery plans to be used in the event of any unplanned interruption of the operations of, or accessibility to, the Gap IT Environment throughout the Term in accordance with Section 3 (Disaster Recovery Services) of Exhibit
A.2 (Cross Functional Services). 
  

	 	11.5	Public Telecommunications Facilities 

 Except as to the obligations of Supplier contained in this Agreement, Supplier shall not be responsible for corruption, damage, loss or mistransmission of data during transmission via a network transport carrier, nor shall it be responsible
for the security of data during transmissions via a network transport carrier. 
  

	 	12.	Communications Systems and Access to Information 

 Supplier understands that Supplier may receive access to Gap’s computers and electronic communications systems, including voicemail, email, customer databases, and internet and intranet systems (for purposes of
this paragraph, “systems”). Such systems are intended for legitimate business use related to Gap’s business. Supplier acknowledges that Supplier does not 

  

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have any expectation of privacy as between Supplier and Gap in the use of or access to Gap’s systems and that all communications made with such systems
by or on behalf of Supplier are subject to Gap’s scrutiny, use and disclosure (subject to the protections of Proprietary or Confidential Information herein), in Gap’s sole discretion. Gap reserves the right, for business purposes,
to monitor, review, audit, interpret, access, archive and/or disclose (subject to the protections of Proprietary or Confidential Information herein) materials sent over, received by or from, or stored in any of its systems. This includes, without
limitation, email communications sent by users across the internet and intranet from and to any and all domain names maintained by Gap. Gap reserves the right to override any security passwords to obtain access to Gap’s Systems. Subject to the
Policy and Procedures Manual provisions regarding coordination of investigations set forth in Exhibit D.1 (Gap Policies and Procedures), Supplier also acknowledges that Gap reserves the right, for legitimate business purposes related to
investigations of wrongful use of Gap’s systems, to search all work areas at Gap Sites (for example, offices, cubicles, desks, drawers, cabinets, computers, computer disks and files), or in cooperation with Supplier and subject to
Supplier’s consent, at Supplier’s sites, and all personal items brought onto Gap property. 
  

	 	13.	Non-Exclusive Relationship 

  

	 	13.1	Non-Exclusivity 

 Notwithstanding
anything else to the contrary, this Agreement shall be non-exclusive in nature, and Gap shall at all times have the right to perform any of the Services itself or to contract with a third party to perform any service included in the Services or
other obligations of Supplier in this Agreement (“Migrated Service(s)”). In the event Gap contracts with a third party to perform any Migrated Service or performs such Migrated Service itself, Supplier shall reasonably cooperate with Gap
and any such third party, including providing: (1) the necessary information related to the Migrated Services that Gap reasonably requests to enable Gap to draft a request for proposal(s) relating to the Migrated Services and to provide
existing information to support due diligence for recipients of such request for proposal; (2) access to Supplier Service Locations being used by Supplier to provide the Services as necessary for Gap or a third party to survey the current
environment being used to deliver the Migrated Service(s); (3) existing written requirements, standards, and policies for systems operations so that any developments of such third party may be operated by Supplier; (4) assistance and
support services to Gap or such third party to the extent related to the Services; (5) to the extent permitted by the applicable third party agreements, access to the Gap IT Environment in connection with such Migrated Service; and
(6) such information regarding the operating environment, system constraints and other operating parameters related to the Services as a person with reasonable commercial skills and expertise would find reasonably necessary for Gap or a third
party to perform the Migrated Service. Gap shall require any such third party to comply with Supplier’s reasonable requirements regarding operations, confidentiality, and security and Supplier shall not be required to disclose any confidential
information other than as necessary to comply with the obligations of this Section, but in no event shall Supplier be 

  

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required to disclose information of a Supplier customer (other than Gap) or any Supplier cost data. 
  

	 	13.2	Multi-Vendor Environment 

 Supplier
acknowledges that it will be delivering the Services in a multi-vendor environment, with Gap and the Gap Third Party Vendor(s) providing services relating to the Gap IT Environment. Effective operation of such an environment requires not only the
cooperation among all service providers, including Supplier, but also collaboration in addressing service-related issues that may cross over from one service area or provider to another and related to the Services (“Cross-Over Issues”). As
part of the Services, Supplier will actively provide and support tasks associated with operating and maintaining a collaborative approach to Cross-Over Issues in the same manner as if the Supplier Service relevant to the Cross-Over Issue was being
provided in-house by Gap rather than by Supplier. 
 Supplier shall use commercially reasonable efforts to identify all work
efforts and deliverables of which Supplier has knowledge, whether performed by Supplier, Subcontractors, Supplier Third Party Vendors, Gap, or the Gap Third Party Vendor(s) that may impact the delivery of the Services (the “Service
Interdependency”). 
  

	 	14.	Human Resources 

 As to the United
States and Canada, the terms and conditions relating to human resources and transitioned employees are as set forth in Exhibit H (Human Resources). For all other countries, the terms and conditions relating to human resources and transitioned
employees shall be as set forth in that country’s Implementation Agreement. 
  

	 	15.	Statements of Work 

 Supplier and
Gap shall execute a Statement of Work containing, at a minimum, the information set forth on Exhibit I (Form of Project Statement of Work) for any Project. 
  

	 	16.	Gap Authorized User Satisfaction 

  

	 	16.1	Baseline Gap Authorized User Satisfaction Survey 

 In the time frames set forth in Exhibit B.2 (Critical Deliverables), an independent third party selected by Gap shall conduct a baseline Gap Authorized User satisfaction survey for affected users at each Gap Service
Location and/or Gap Site Approved by Gap measuring their satisfaction with their receipt of the Services. This Gap Authorized User Satisfaction Survey shall be mutually agreed upon by the Parties, and shall be administered as determined by the
selected organization and shall be the initial baseline for measurement of user satisfaction improvement described in Section 16.2 (Gap Authorized User Satisfaction Survey). 
  

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	 	16.2	Gap Authorized User Satisfaction Survey 

 Every six (6) months during the first four (4) years of the Term and annually thereafter (unless otherwise agreed in writing by the Parties), an independent third party selected by Gap shall conduct a Gap Authorized User
Satisfaction Survey for each Gap Service Location and/or Gap Site. The survey shall, at a minimum, cover at least the following classes of users: (1) sample of end users of the Services and (2) all senior management of Gap. The content,
scope, and method of the survey shall be consistent with the baseline Gap Authorized User Satisfaction Survey conducted pursuant to Section 16.1 (Baseline Gap Authorized User Satisfaction Survey) and the timing of the above surveys are subject
to Gap’s Approval. It is the goal of Supplier to increase Gap Authorized User satisfaction for each class of Gap Authorized Users. The baseline for determining the initial gap shall be the results of the surveys conducted pursuant to
Section 16.1 (Baseline Gap Authorized User Satisfaction Survey). The baseline for determining subsequent gaps will be the results of the Gap Authorized User Satisfaction Survey compared to the immediately prior Gap Authorized User Satisfaction
Survey. Supplier agrees that increasing measured Gap Authorized User satisfaction shall be a key performance incentive for compensation for key executives assigned to Gap’s account. The costs for all Gap Authorized User Satisfaction Surveys
shall be borne solely by Gap. Notwithstanding the foregoing, in the event that any Gap Authorized User Satisfaction Survey fails to meet the applicable Service Level, the cost of all surveys following such failure shall be borne solely by Supplier
until the Service Level failure has been remedied by Supplier (after a survey Service Level failure is remedied Gap again shall bear the costs of the subsequent survey); provided, however, that the first Gap Authorized User Satisfaction Survey
immediately following any Service Level failure shall be conducted no earlier than six (6) months, and no later than seven (7) months, after such failure. 
  

	 	17.	Gap Responsibilities 

  

	 	17.1	Obligations 

 During the Term, Gap
shall on a timely basis and at no charge to Supplier: 
 A. Maintain the Gap Infrastructure Partnership Executive in
accordance with Section 19.5 (Gap Infrastructure Partnership Executive). 
 B. Cooperate with Supplier to the extent
reasonably necessary in the performance by Supplier of Supplier’s obligations to offer employment to and hire the Transitioned Employees. 
  

	 	17.2	Interfering Acts 

 Supplier shall be
excused from its responsibility to perform a specific obligation under this Agreement if and only to the extent such non-performance of the specific obligation is caused by Gap’s breach of its performance obligation(s) under the Agreement;
provided that upon the occurrence of acts or omissions by Gap in breach of Gap’s performance 

  

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obligation(s) under the Agreement which have been determined by Supplier to be likely to adversely impact its ability to deliver or meet such specific
obligation, Supplier shall advise Gap’s Infrastructure Partnership Executive of such occurrence in writing promptly and identify the reason for Supplier’s inability to perform its obligation as a result of Gap’s failure to perform its
obligation(s) under this Agreement. Nothing in the forgoing shall (1) relieve Supplier of any portion of liability Finally Determined by a court to be Supplier’s arising from a breach of contract claim as to such failure to perform
(2) preclude Gap from asserting such failure by Supplier to perform an obligation under this Agreement as a basis for Gap to terminate the Agreement for cause if subsequently discovered facts demonstrate the failure was not caused by Gap’s
failure to perform its obligations under this Agreement; or (3) preclude Gap from asserting such failure by Supplier to perform an obligation under this Agreement as a basis for Gap to terminate the Agreement for cause if Supplier conduct, not
caused by Gap’s failure to perform its obligation(s) under this Agreement, contributing to the failure is determined to be one of numerous breaches of its duties or obligations under the Agreement which in the aggregate are material as provided
in Section 33.2(iii) (Termination For Cause By Gap). 
  

	 	17.3	Strategic Control 

 Gap shall retain
strategic control of all aspects of the services, products and processes used in Gap’s business, including decisions concerning the Services, Gap IT Environment, architecture, and technical standards. In connection with implementing such
strategic control, Gap shall: (i) establish processes and designate decision-makers to exercise strategic control over the Services; and (ii) establish procedures to consult with Supplier and other suppliers when and to the extent Gap
determines it to be appropriate. As part of the Services, Supplier shall provide business intelligence and analysis to Gap in connection with strategy development, assessment, and implementation strategy. All final decisions on matters relating to
strategic control over the Services shall be made by Gap. 
  

	 	18.	Services Team 

  

	 	18.1	Supplier Outsourcing Relationship Executive 

 Supplier shall (1) present three (3) candidates from which Gap will select an individual who (from the Reference Date) shall be in charge of implementing the Services on a Full-Time basis and (2) replace this individual when
required or permitted pursuant to this Section 18.1 (Supplier Outsourcing Relationship Executive) or Section 18.3 (Conduct of Supplier Personnel). Supplier’s appointment of any Supplier Outsourcing Relationship Executive shall be
subject to Gap’s written consent. The initial Supplier Outsourcing Relationship Executive shall be *. Unless otherwise agreed by the Parties, Supplier Outsourcing Relationship Executive shall be located at 850 Cherry Avenue, San Bruno, CA
96066. Supplier shall not reassign or replace any Supplier Outsourcing Relationship Executive or Supplier Key Employees, during the * of his or her assignment unless, but in no event sooner than * from the Reference Date: (1) Supplier obtains
Gap’s consent in writing (with respect to Supplier Key Employees which such consent shall not be unreasonably 


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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 withheld) to such reassignment or replacement; or (2) the individual (a) voluntarily resigns
from Supplier, or (b) is dismissed by Supplier for (i) misconduct (e.g., fraud, drug abuse, theft) or (ii) unsatisfactory performance in respect of his or her duties and responsibilities to Gap or Supplier, or (c) is removed from
Supplier Personnel pursuant to Section 18.3 (Conduct of Supplier Personnel), or (d) is unable to work due to his or her death or disability, or (e) as to Supplier Key Employees (excluding Supplier Outsourcing Relationship Executive)
the individual requests reassignment under compassionate circumstances (e.g. relocation of a spouse) (subparts (1) and (2) are collectively referred to as “Approved Reassignments”); provided, however, that even for Approved
Reassignments, Supplier shall not reassign or replace any Supplier Technology executive or Supplier Key Employee if such reassignment or replacement would materially disrupt Gap’s operation, until the completion or Gap Approved transition of
any Projects to which Supplier Outsourcing Relationship Executive or Supplier Key Employee is assigned. No Approved reassignment shall occur without at least thirty (30) days (or reasonably practical under the circumstances) prior written
notice to Gap. 
  

	 	18.2	Supplier Key Employees 

 As of the
Initiation Date and from time to time as Gap and Supplier may agree during the Term, but no less frequently than annually, Gap and Supplier shall designate certain employees of Supplier as key employees (collectively, the “Supplier Key
Employees,” and individually, each a “Supplier Key Employee”). Supplier Key Employees shall be dedicated to the Gap account Full-Time. The initial Supplier Key Employees are those individuals listed in Exhibit H.2 (Critical Support
Personnel) and Exhibit M (Key Employees). Except for a replacement or reassignment of Supplier Key Employees due to the occurrence of an Approved Reassignment, Supplier shall not reassign or replace any Supplier Key Employee, if such reassignment or
replacement would materially disrupt Gap’s operations, until the completion of any Projects to which Supplier Key Employee is assigned. No Approved Reassignment of a Supplier Key Employee shall occur without at least thirty (30) days (or
as reasonably practical under the circumstances) prior written notice to Gap. *. 
  

	 	18.3	Conduct of Supplier Personnel 

 While at the Gap Service Locations, Supplier Personnel shall (1) comply with reasonable requests, standard rules, and regulations of Gap communicated to Supplier regarding personal and professional conduct (including the wearing of a
particular uniform or identification badge and adhering to Gap regulations and general safety practices or procedures) generally applicable to such Gap Service Locations, and (2) otherwise conduct themselves in a businesslike manner.

 Gap’s Chief Information Officer or the Gap Infrastructure Partnership Executive shall have the right to Approve or
request the removal of any member of Supplier’s 


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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 Personnel at a Gap Service Location (including, but not limited to, Supplier Outsourcing Relationship
Executive, Supplier HR Representative, Supplier Key Employees, and Project Staff) assigned to perform under this Agreement. Should Gap, in its sole discretion, be dissatisfied with the performance, competence, responsiveness, capabilities,
cooperativeness, or fitness for a particular task of any person assigned by Supplier to perform Services at a Gap Service Location under this Agreement (including, but not limited to, Supplier Outsourcing Relationship Executive, Supplier HR
Representative, Supplier Key Employees, and Project Staff) Gap may request the replacement of that person; provided, however, before Supplier shall be required to remove such individual, Supplier shall have a reasonable opportunity to remedy such
situation with Gap’s Chief Information Officer or the Gap Infrastructure Partnership Executive. Supplier shall make reasonable efforts to furnish a qualified replacement within fifteen (15) business days. In the event Supplier should ever
need to remove any member of Supplier’s Personnel from performing services under this Agreement at a Gap Service Location, Supplier shall provide Gap with adequate notice, except in circumstances in which such notice is not possible, and shall
work with Gap on a mutually agreeable transition plan so as to provide an acceptable replacement and ensure project continuity. 
 Supplier agrees that all Supplier Personnel assigned to performing this Agreement must have experience or suitable training and skills in the areas in which they are responsible for performing the tasks to which they will be assigned under
this Agreement. In the event that the actions or inactions of Supplier Personnel create additional work in connection with the performance of the Services that would have otherwise been unnecessary in the absence of such action or inaction, Supplier
shall perform all such additional work at no additional charge to Gap, unless such action or inaction is demonstrated by Supplier to be at the direction of Gap. In addition, Supplier agrees that it will take all commercially reasonable steps to
assure continuity over time of the membership of the group constituting Supplier Personnel. Supplier shall promptly fill any vacancy on a Non-Recurring Initiative for which Gap is paying on a time and materials basis with personnel having
qualifications comparable in the area of the Non-Recurring Initiative to those of Supplier Personnel being replaced. 
  

	 	18.4	Substance Abuse 

 Supplier agrees to
immediately remove any Supplier Personnel who engage in substance abuse while on Gap Service Locations, in a Gap vehicle, or while performing Services. Substance abuse includes the sale, attempted sale, possession or use of illegal drugs, drug
paraphernalia, or alcohol, or the misuse of prescription or non-prescription drugs. Supplier shall adhere strictly to its own substance abuse policy in the event of any suspected substance abuse by any Supplier Personnel. Supplier represents and
warrants that Supplier and Supplier Affiliates have and will maintain a substance abuse policy and that such policy will be applicable to all Supplier or Supplier Affiliate Personnel performing Services under this Agreement. Supplier also represents
and warrants that each of its Subcontractors has and will maintain a substance abuse policy and that such policy will be applicable to all employees of such Subcontractor performing Services under this Agreement. 
  

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	 	18.5	Union Agreements and WARN Act 

 Supplier shall provide Gap not less than ninety (90) days written notice of the expiration of any collective bargaining agreement with unionized Supplier Personnel if the expiration of such agreement or any resulting labor dispute
could potentially interfere with or disrupt the business or operations of Gap or an Authorized User or impact Supplier’s ability to timely perform its duties and obligations under this Agreement, and shall meet with Gap on a weekly basis (or
such other timeframe as designated by Gap) thereafter to jointly develop an appropriate contingency/risk mitigation plan. 
 Supplier shall not, for a period of * after the Initiation Date, cause any of the Transitioned Employees to suffer “*” as that term is construed pursuant to the WARN Act, if * could create any liability for Gap or the Gap
Authorized Users, unless Supplier delivers notices under the WARN Act in a manner and at a time such that Gap or the Gap Authorized Users bear no liability with respect thereto. 
 * shall be responsible for any liability, cost, claim, expense, obligation or sanction attributable to any breach by * of this Section
that results in * being in violation of the WARN Act or the regulations promulgated thereunder. 
  

	 	19.	Management And Control 

  

	 	19.1	Governance 

 Supplier shall comply
with Gap’s governance model as set forth on Exhibit D.2 (Governance). 
  

	 	19.2	Meetings 

  

	 	A.	Weekly Operational Meeting 

 Every
week, Gap’s Infrastructure Partnership Executive and Supplier’s Outsourcing Relationship Executive shall meet to discuss ongoing operational issues, including, any Service Level issues. 
  

	 	B.	Monthly Performance Reviews 

 Every
month, Gap and Supplier shall meet to discuss the status of the Agreement (the “Monthly Performance Reviews”). All Monthly Performance Reviews shall, at a minimum, address the issues set forth in the Monthly Performance Review Agenda
attached hereto as Exhibit L (Monthly Performance Review - Standing Agenda). Gap and Supplier shall be entitled to designate specific members of its staff to attend the Monthly Performance Reviews; provided, however, the Gap Infrastructure
Partnership Executive and Supplier’s Outsourcing Relationship Executive shall be required to attend all Monthly Performance Reviews in person at the Gap Site designated by Gap prior to such meeting. Supplier shall 


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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 prepare a written report addressing the standing agenda issues and be prepared to discuss the reports and
the variances, if any, from the Gap view of the same issues. 
  

	 	C.	Quarterly Executive Meetings 

 One
(1) time every calendar quarter, Gap’s Chief Information Officer, Infrastructure Partnership Executive and invited executives and subject matter experts and Supplier’s Industry Vice President, Outsourcing Relationship Executive, and
invited executives and subject matter executives shall meet at a time and place designated by Gap (the “Quarterly Executive Meetings”). The agenda for all Quarterly Executive Meetings shall include, at a minimum, the following information:
(1) a summary report of the Monthly Performance Reviews occurring since the last Quarterly Executive Meeting, (2) key items for discussion and major issues for resolution, and (3) relationship “next steps” (i.e., specific
items relating to relationship management and proposed methods to derive new and/or additional value out of Supplier’s and Gap’s relationship). 
  

	 	D.	Meetings Cumulative 

 The meetings
set forth in this Section 19.2 (Meetings) are in addition to, and cumulative with, all other meetings set forth in a Statement of Work or otherwise requested by Gap from time to time. 
  

	 	19.3	Gap Policies and Procedures 

 Supplier shall provide all Services under this Agreement in accordance with Gap’s Policies and Procedures, and to the extent it is not inconsistent with Gap’s Policies and Procedures, Supplier’s best practices. 
  

	 	19.4	Change Control Procedures 

 Within
ninety (90) days after the Reference Date, Supplier shall deliver to Gap, for Gap’s Approval, a written description of the change control procedures required pursuant to Section 5 (Change Management) of Exhibit A.2 (Cross Functional
Services) (the “Change Control Procedures”). 
 All Changes to the Gap IT Environment that would materially alter
the functionality or technical environment of the Gap IT Environment shall be made pursuant to the Change Control Procedures. No Change shall be implemented without Gap’s Approval except as may be necessary on a temporary basis to maintain the
continuity of the Services. Supplier shall (1) schedule all Non-Recurring Initiatives and Changes so as not to unreasonably interrupt Gap’s business operations, (2) prepare and deliver to Gap each month a rolling schedule for ongoing
and planned Changes for the next three (3) month period, (3) monitor the status of Changes against the applicable schedule, and (4) document and provide to Gap notification (which may be given orally provided that such oral notice is
confirmed in writing to Gap within 
  

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 two (2) business days) of all Changes performed on a temporary basis to maintain the continuity of
the Services no later than the next business day after the Change is made. 
 In the event information contained in any
Documentation developed by Supplier under this Agreement is no longer accurate or current due to the implementation of a Change, Supplier shall, within one (1) month of the Change, revise the impacted Documentation and provide revised
Documentation to Gap. The Change Control Procedures shall be included in the Procedures Manual. 
  

	 	19.5	Gap Infrastructure Partnership Executive 

 A. Gap’s Infrastructure Partnership Executive for this Agreement shall be as set forth below (or his or her designee): 
 * 
 B. Gap shall notify Supplier in writing of any change in the name or address of Gap’s Infrastructure
Partnership Executive. 
 C. Gap’s Infrastructure Partnership Executive shall be responsible for Gap’s performance
of its tasks under the Statements of Work. 
 D. Gap’s Infrastructure Partnership Executive shall meet or confer with
Supplier Outsourcing Relationship Executive on a regular basis. 
 E. Gap Infrastructure Partnership Executive shall have the
right to inspect any and all Services provided by or on behalf of Supplier. 
  

	 	19.6	Gap Personnel 

 Unless otherwise
stated in this Agreement, all Gap personnel assigned to this Agreement shall be under the exclusive supervision of Gap. Except as otherwise provided in this Agreement, Supplier understands and agrees that all such Gap personnel are assigned only for
the convenience of Gap. Supplier hereby represents that its price and performance hereunder are based solely on the work of Supplier’s personnel, except as otherwise expressly provided by this Agreement; provided, however, that nothing in this
Section 19.6 (Gap Personnel) shall relieve Supplier of its obligations under this Agreement. 


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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	 	20.	Data and Reports 

  

	 	20.1	Provision of Data 

 Gap shall supply
to Supplier, in connection with the Services required, data in the form and on such time schedules as may be agreed upon by Gap and Supplier from time to time in order to permit Supplier to perform the Services in accordance with the Service Levels
and perform all critical services. 
  

	 	20.2	Ownership of Gap Data 

 As between
Gap and Supplier, all of the Gap Data is and shall remain the property of Gap and Gap shall retain exclusive rights and ownership of the Gap Data. In addition to any other rights and obligations set forth in Section 36 (Confidentiality), the
Gap Data or any part of such data shall not be (1) used by Supplier for any purpose other than as required under this Agreement in connection with providing the Services, (2) disclosed, sold, assigned, leased or otherwise provided to third
parties by Supplier, or (3) commercially exploited or otherwise used by or on behalf of Supplier, its officers, directors, employees, or agents, other than in accordance with this Agreement. In the event that Supplier becomes legally compelled
to disclose any of the Gap Data to a court, administrative agency, or other governmental body, Supplier shall provide Gap with written notice thereof within five (5) calendar days of such event so that Gap may seek a protective order or other
appropriate remedy. If such protective order or other remedy is not obtained, Supplier agrees to furnish only that portion of the Gap Data which is legally required to be furnished, and to exercise commercially reasonable efforts to obtain assurance
that confidential treatment will be accorded such data. 
  

	 	20.3	Correction of Errors 

 Supplier
shall (1) promptly correct any errors or inaccuracies in the Gap Data and the Reports caused by Supplier, its agents or subcontractors and (2) identify Service Level issues caused by any errors or inaccuracies in the Gap Data. 

 

	 	20.4	Return of Data 

 Upon request by
Gap, Supplier shall, as identified by Gap, (1) promptly return to Gap, in the format and on the media as reasonably requested by Gap, Gap Data and (2) erase or destroy Gap Data in Supplier’s possession. Any archival tapes containing
Gap Data shall be used solely for back-up purposes or as otherwise required to provide the Services. 
  

	 	20.5	Reports 

 Supplier shall provide to
Gap those management and production reports described in Exhibit D.13 (Management Reports) as may be modified in writing by Supplier and Gap from time to time. 
  

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	 	20.6	Safeguarding Client Data 

 Supplier
shall develop security policies and procedures as provided in Sections 10.3 (Safety Procedures), 10.4 (Security Procedures), and 0 (Data Backup and Disaster Plan) and as required pursuant to Section 2 (Security) of Exhibit A.2 (Cross Functional
Services) designed to protect Gap against the destruction, loss, or alteration of Gap Data which shall be no less rigorous than those maintained by Supplier for its own data and shall incorporate Gap’s existing policies. Notwithstanding
anything in this Agreement to the contrary, provided Supplier has performed its back-up responsibilities for Gap Data as described in Section 11.1 (Data Backup), Supplier’s sole obligation shall be to restore such data or information to
the most recently available electronic back-up copy. 
  

	 	20.7	Data Retention 

 Supplier shall
adhere to all established Gap Data retention policies provided to Supplier by Gap. The Gap Data retention policies applicable as of the Reference Date are attached as Exhibit D.5 (Gap Record Retention Policy). Supplier shall not destroy any Gap Data
in violation of a Gap Record Retention Policy without Gap’s prior written authorization. 
  

	 	21.	Consents 

  

	 	21.1	Obtaining Consents 

 Supplier shall
obtain all consents, assignments, amendments, modifications, and/or approvals necessary (1) to effectuate the proper use and/or transfer of the Intellectual Property, Equipment, Services, or any other documents, technology assets, or
instruments contemplated under this Agreement by Supplier or Gap (as appropriate) and (2) to ensure the transactions contemplated by this Agreement shall not result in any default with respect to any law, rule, regulation, order, decree,
license, agreement, contract, commitment or instrument to which Gap or Supplier is a party or by which Gap or Supplier is bound ((1) and (2) collectively the “Consents”). Gap will use commercially reasonable efforts to cooperate with
Supplier in obtaining required Consents. Supplier shall perform all administrative activities associated with obtaining such Consents as part of the Services. Supplier shall pay the first $* of all transfer, licensing, termination, and/or other fees
or expenses associated with obtaining any Consents, or terminating any licenses or agreements from Third Party Vendors as to which Supplier is unable to obtain such Consents, and Supplier and Gap shall share equally any such fees and expenses in
excess of $*. Nothing in this Section 21.1 (Consents) is intended to alter the indemnity obligations of the Parties under Sections 23.3 (Supplier’s Proprietary Rights Indemnity) or 23.4 (Gap’s Proprietary Rights Indemnity).

  

	 	21.2	Consent Remedy 

 If, despite
documented commercially reasonable efforts, either Party is unable to obtain a Consent, then, unless and until such Consent is obtained, Supplier shall use 


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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 commercially reasonable efforts to identify and implement, subject to Gap Approval, such alternative
approaches as are necessary and sufficient to provide the Services without such Consent. If such alternative approaches are required for a period longer than ninety (90) days following the Reference Date, the Parties will reduce the charges
(1) by any additional expenses incurred by Gap to a third party in connection with Consent issues arising from such failure and (2) to reflect any Services not being received by Gap or the impact of such Service being provided by Supplier
in an alternative fashion. In addition, for that Software for which Supplier is responsible as set forth in Exhibit C.7 (Financial Responsibility Matrix), if Supplier fails to obtain a Consent within ninety (90) days of the Reference Date and
such failure has a material adverse impact on the Services, whether as a whole or as to any part thereof, by Gap or the Authorized Users, Gap may terminate the Agreement or any affected portion thereof without any cost or other penalty subject to
the payment of Stranded Costs. Except as otherwise expressly provided herein, failure to obtain any Consent shall not relieve Supplier of its obligations under this Agreement. 
  

	 	21.3	Assignment of Existing Agreements 

 Agreements identified in Exhibit D.8 (Existing Agreements) shall be assigned to Supplier. Supplier and Gap shall enter into an Assignment and Assumption Agreement in the form attached hereto as Exhibit D.10 (Form of Assignment and
Assumption Agreement) evidencing Gap’s assignment and Supplier’s assumption of such agreements. 
  

	 	22.	Software, Documentation and Intellectual Property 

  

	 	22.1	Gap Licenses to Supplier 

 A.
Subject to Section 36 (Confidentiality), Gap hereby grants to Supplier, solely to provide the Services, a * of (1) the *, (2) the *, and (3) the * (the “Gap Licensed Property”). The Gap Licensed Property shall be and
will remain the exclusive property of Gap (or the applicable Third Party Vendor) as appropriate. 
 B. Supplier shall be
entitled to grant to Supplier Affiliates and Subcontractors and their respective agents, solely to assist Supplier in the provision of, or to provide, the Services, a *. 
 C. Upon the later of: (a) expiration of this Agreement or termination of this Agreement for any reason or (b) the completion of
all Termination Assistance Services as described in Section 34 (Termination/Expiration Assistance Services), (i) the license rights granted to Supplier, Supplier Affiliates, Subcontractors and their respective agents in this Section



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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 shall immediately terminate, and (ii) Supplier shall (a) deliver to Gap, at no cost to Gap, a
current copy of all of the Gap Licensed Property in the form in use as of the date of such termination and (b) destroy or erase all other copies of the Gap Licensed Property in Supplier’s or its Affiliates’ or Subcontractors’ or
their respective agents’ possession, provided that Supplier may retain one (1) archival copy solely as a record of its services or for use as evidence in the event of a dispute between the Parties. 
  

	 	22.2	Gap Owned Intellectual Capital 

 A.
The Gap Owned Intellectual Capital shall be and will remain the exclusive property of Gap (or the applicable Third Party Vendor) as appropriate and subject to Section 22.3 (Joint Patent and Patent License Rights) below. In consideration of the
payments made pursuant to Section 27 (Invoices and Payments) and in addition to Gap’s rights under Section 22.10 (Works Made for Hire), Supplier hereby assigns and agrees to assign, and Gap accepts and agrees to accept, all *.
Notwithstanding the two proceeding sentences or any other provision(s) in this Agreement, Gap acknowledges and agrees that the Gap Owned Intellectual Capital may include *, all of the preceding which will be or remain the exclusive property of
Supplier, and the sole rights of Gap to such items will be the applicable licenses from Supplier to Gap set forth in Section 22.4 (Supplier Embedded Items and Supplier Modified Items) below. 
 B. At Gap’s expense, Supplier further agrees to provide, and agrees to cause its employees, Affiliates, Subcontractors and agents to
provide, to Gap, assistance to enable Gap to perfect, for the benefit of Gap, * that is granted in the second sentence of this Section 22.2 and in Section 22.10 (Works Made for Hire). Such assistance shall include, but not be limited to:

 (1) signing patent and copyright applications, oaths or declarations, grants, assignments, and acknowledgments, in favor
of Gap, as well as such ancillary and confirmatory documents as may be required or appropriate, to enable title in the Gap Owned Intellectual Capital to be clearly and, subject to Supplier’s ownership rights in Supplier Embedded Items,
exclusively vested in Gap, within the United States and any and all foreign countries; provided, however, Gap is responsible for preparing such documentation, and 
 (2) upon the request of Gap, furnishing all relevant information and documentation in the possession of Supplier and not otherwise
reasonably available to Gap, including information and documentation 


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 required by Gap for submission to the United States Patent and Trademark Office and/or to the United
States Copyright Office. 
 C. Upon adequate notice by Gap and at Gap’s expense, Supplier also shall make commercially
reasonable efforts to make available to Gap at reasonable times and places for interviewing purposes, necessary employees or agents of Supplier, in order that Gap might obtain information relating to the application for and prosecution of such
right, title and interest in Gap Owned Intellectual Capital. Supplier also agrees to secure from each of its employees, Affiliates, Subcontractors or agents, to the extent necessary and upon the request of Gap, the assignment of the above-mentioned
right, title and interests in Gap Owned Intellectual Capital, as well as the execution of all papers submitted relating to the application for and prosecution of such rights. 
 D. During the Term, Gap hereby grants to Supplier, solely to perform the Services (and * in Deliverables, Gap Intellectual Property, Gap
Software, and/or Gap Documentation), a *. Supplier shall be entitled to grant to Supplier Affiliates and Subcontractors and their respective agents, solely to assist Supplier in the provision of, or to provide, the Services, a *. Unless a separate
agreement relating to Supplier’s use of the Gap Owned Intellectual Capital is entered into between the Parties, upon expiration of this Agreement or termination of this Agreement for any reason, the rights granted to Supplier in this
Section 22.2 (Gap Owned Intellectual Capital) shall terminate, subject to Section 34 (Termination/Expiration Assistance Services) and subject to Supplier’s rights in Gap Customer Intellectual Property, Gap Customer Documentation, and
Gap Customer Software, and Supplier shall (i) deliver to Gap, at no cost to Gap, a current copy of all such Gap Owned Intellectual Capital in the form in use by Supplier in connection with the performance of the Services as of the date of such
expiration or termination and (ii) destroy or erase all other copies of the Gap Owned Intellectual Capital which is and will remain the exclusive property of Gap and any related documentation in Supplier’s possession; provided that
Supplier may retain one (1) archival copy solely as a record of its services or for use as evidence in the event of a dispute between the Parties. Supplier’s obligations herein shall survive termination or expiration of this Agreement for
any reason. 
 Gap hereby grants to Supplier for its internal use only, a *. 


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 E. In the event any rights, title or interests of Gap to Gap Owned Intellectual Capital
granted by Supplier to Gap pursuant to this Section 22.2 (Gap Owned Intellectual Capital) are Finally Determined to be invalid, Supplier grants to Gap, during the Term and upon termination or expiration of this Agreement for any reason, a *,
provided, however, nothing in this Section requires Supplier to grant a license to Gap to which it does not have the underlying rights to grant such license. 
  

	 	22.3	Joint Patent and Patent License Rights 

 A. Any inventions and patents in such inventions developed pursuant to the * will be jointly owned by the Parties without the need for accounting and without any Excluded Field (defined below) restriction. For purposes of this Agreement,
“invention” (whether or not capitalized) shall mean any idea, design, concept, technique or improvement that constitutes patentable subject matter and is first conceived and reduced to practice in the course of performance under this
Agreement. 
 B. Except as to the Excluded Field (defined below), as to * in which Supplier has a *, Gap and Supplier shall
jointly own such *. 
 C. As to the Excluded Field, unless otherwise agreed by the Parties in a separate written agreement,
Supplier is * as to any inventions and patents in such inventions under this Section, but will * provided herein. “Excluded Field” shall mean *. 
 D. As to * (i) in which Supplier has a *, and (2) for which the *, Gap grants Supplier, subject to Supplier’s compliance with the terms of this license: 
 (1) for its internal use only, a nonexclusive, nontransferable, worldwide, perpetual, irrevocable, paid-up, license to use, have used,
make, have made, import, export, and to practice and have practiced methods on all such * and the right to grant sublicenses of the same scope to Supplier Affiliates; 
 (2) the license granted in subsection D(1) above shall be modified by eliminating the “internal use only” restriction with
respect to Suppliers right to use a separate function of such * for which the * of 


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 that separate function is *, and the right to grant sublicenses of the same scope to
Supplier Affiliates. 
 E. The Parties agree that in the event * becomes strategic to Gap, each will, in good faith, discuss
the prospective expansion of the Excluded Field to include the *. 
 F. As to any jointly owned patents, separate exploitation
of such jointly owned patents by either Party shall be subject to each parties indemnity obligations as set forth in Sections 23.3 (Supplier’s Proprietary Rights Indemnity) and 23.4 (Gap’s Proprietary Rights Indemnity). 
 G. Nothing in this Section requires Gap to grant a license to Supplier to which it does not have the underlying rights to grant such
license. 
 H. The Parties acknowledge and agree that, subject to (i) all applicable patents, copyrights, trademarks, or
service marks and (ii) the intellectual property rights of the Parties as expressly provided in this Agreement, any idea, design, concept, technique, discovery or improvement developed in the course of performance under this Agreement may be
freely used by either Party. For the avoidance of doubt, nothing in this Section 22.3(H) waives, limits, or otherwise modifies the Parties respective rights and obligations under Section 36 (Confidentiality) of this Agreement. 

 

	 	22.4	Supplier Embedded Items and Supplier Modified Items 

 As to (1) Embedded Supplier Proprietary Software, Embedded Supplier Third Party Software, Embedded Supplier Proprietary Documentation, Embedded Supplier Third Party Documentation, Embedded Supplier Third Party
Intellectual Property, and/or Embedded Supplier Proprietary Intellectual Property (individually each, and collectively all, the “Supplier Embedded Items”), or (2) Supplier Modified Software, Supplier Modified Documentation, and/or
Supplier Modified Intellectual Property (individually each, and collectively all, the “Supplier Modified Items”), Supplier hereby grants to Gap, during the Term and upon termination or expiration of this Agreement for any reason, a *,
provided Supplier Embedded Items and/or Supplier Modified Items are not * and (1) as to Supplier Modified Items, the use of and right to such items shall (i) be consistent with the * (ii) be used to the extent necessary to perform of
have performed on its behalf, *, and (iii) to the extent such Supplier Modified Items are used by a third party to provide the services comparable to the Services, the right to use such Supplier Modified Items shall expire, as to such third
party’s use, * following conclusion of the Termination Assistance Services, and (2) as to Supplier Embedded Items, such items * 


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 *. Except as provided for in this Section, Supplier grants no other license rights to Supplier Embedded
Items and/or Supplier Modified Items. In addition, with regard to any derivative works of the Gap Owned Intellectual Capital, any Deliverable, Gap Intellectual Property, Gap Software, and/or Gap Documentation created by Gap, or with regard to any
functional module thereof, Gap’s rights with regard to Supplier Embedded Items and/or Supplier Modified Items shall be limited to the license grant in this Section 22.4 (Supplier Embedded Items and Supplier Modified Items). Supplier
Embedded Items and/or Supplier Modified Items shall remain the sole and exclusive property of Supplier or its Subcontractors. 
  

	 	22.5	Supplier Proprietary Software and Supplier Third Party Software 

 Supplier Proprietary Software shall be and shall remain the exclusive property of Supplier, and Supplier Third Party Software shall be and remain the exclusive property of licensors to Supplier. Supplier hereby grants
to Gap during the Term and for a period of * after the transition period set as forth in Section 34.3 (Termination Transition Period), solely to receive and use the Services, a * to Supplier Proprietary Software and Supplier Third Party
Software used in connection with the Services. Notwithstanding the foregoing, Supplier shall transfer the Generally Available Supplier Proprietary Software (and related Documentation) then being used at the end of the Term, and Generally Available
Supplier Third Party Software (and related Documentation) then being used at the end of the Term, to Gap subject to the standard license terms and conditions associated with such Generally Available Supplier Proprietary Software and Generally
Available Supplier Third Party Software (as applicable) and at no additional cost (including any transfer, assignment or license fees); provided, however, Gap will be required to pay the ongoing license fees associated with licenses that are not
one-time charge or perpetual licenses and, with respect to any Gap-requested ongoing maintenance and support, will also pay all fees in accordance with the standard licensing terms. Gap agrees to use commercially reasonable efforts to complete its
transition from Supplier Proprietary Software during the Termination Transition Period. 
  

	 	22.6	Supplier Proprietary Documentation and Supplier Third Party Documentation 

 Supplier Proprietary Documentation shall be and shall remain the exclusive property of Supplier, and Supplier Third Party Documentation
shall be and remain, the exclusive property of licensors to Supplier. Supplier hereby grants to Gap during the Term and for a period of * after the transition period set as forth in Section 34.3 (Termination Transition Period), solely to
receive and use the Services, a * to Supplier Proprietary Documentation and Supplier Third Party Documentation used in connection with the Services. Gap agrees to use commercially 


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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 reasonable efforts to complete its transition from Supplier Proprietary Documentation during the
Termination Transition Period. 
  

	 	22.7	Supplier Proprietary Intellectual Property and Supplier Third Party Intellectual Property 

 Supplier Proprietary Intellectual Property shall be and shall remain the exclusive property of Supplier, and Supplier Third Party
Intellectual Property shall be and remain the exclusive property of licensors to Supplier. Supplier hereby grants to Gap during the Term and for a period of * after the transition period set as forth in Section 34.3 (Termination Transition
Period), solely to receive and use the Services, a * to Supplier Proprietary Intellectual Property and Supplier Third Party Intellectual Property. Gap agrees to use commercially reasonable efforts to complete its transition from Supplier Proprietary
Intellectual Property during the Termination Transition Period. 
  

	 	22.8	Supplier Reference Intellectual Property 

 Supplier Reference Intellectual Property shall be and shall remain the exclusive property of Supplier. Supplier hereby grants to Gap during the Term, solely to receive and use the Services, a * to Supplier Reference Intellectual Property.

  

	 	22.9	License Restriction 

 The licenses
granted by Supplier to Gap pursuant to each of Sections 22.5 (Supplier Proprietary Software and Supplier Third Party Software), 22.6 (Supplier Proprietary Documentation and Supplier Third Party Documentation), and 22.7 (Supplier Proprietary
Intellectual Property and Supplier Third Party Intellectual Property) with respect to Supplier Software, Supplier Documentation and Supplier Intellectual Property (collectively, “Supplier Tools”) do not include the right of Gap to modify,
alter or create derivative works thereof. Supplier does not grant to Gap any license or other rights in any “*” other than the licenses or other rights granted in this Section 21.3 (Software, Documentation and Intellectual Property).

  

	 	22.10	Works Made For Hire 

 In addition to
rights granted by Supplier to Gap elsewhere in this Agreement, and subject to the license rights granted to Supplier herein, the following interests in copyright shall vest in Gap with respect to the Gap Owned Intellectual Capital: 
 A. All Gap Owned Intellectual Capital that is first created and prepared by Supplier under this Agreement that are covered by the
definition of a “work made 


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 for hire” under 17 U.S.C. § 101 of the U.S. Copyright Act of 1976 will be considered a
“work made for hire,” and Gap will be deemed the sole author and owner of all copyrights in any such works. 
 B.
With respect to all Gap Owned Intellectual Capital that is first created and prepared by Supplier under this Agreement that are not covered by the definition of a “work made for hire” under 17 U.S.C. § 101 of the U.S. Copyright Act of
1976, such that Supplier would be regarded as the copyright author and owner, Supplier hereby assigns and agrees to assign to Gap, and Gap accepts and agrees to accept, Supplier’s entire right, title, and interest in and to such works,
including all copyrights therein. 
 C. Supplier further agrees to execute, or cause to be executed by its employees,
Affiliates, Subcontractors or agents, whatever assignments of copyright and ancillary and confirmatory documents that may be prepared by Gap and required or appropriate so that title to any Gap Owned Intellectual Capital under subparagraphs
(A) and (B) above and to the copyright therein will be clearly and exclusively held by Gap or any nominee thereof. 
  

	 	23.	Authority to License, Quiet Enjoyment, Proprietary Rights and Indemnity 

  

	 	23.1	Authority to License and Non-Infringement 

 A. Each Party warrants that it has full power and authority to grant the rights granted by this Agreement to the other Party, and that no consent of any other person or entity is required by either Party to grant such rights (other than
consents that have been or will be timely obtained and are valid and in effect). 
 B. Each Party further warrants that
neither its performance of this Agreement, nor its grant of a license to, or the use by, the other Party of (i) in the case of Supplier and except as expressly provided in subpart B of this Section 23.1 (Authority to License and
Non-Infringement), the Services, Supplier Equipment, Supplier Software, Supplier Documentation, Supplier Intellectual Property, Supplier Modified Documentation, Supplier Modified Software, Supplier Modified Intellectual Property, and the Gap Owned
Intellectual Capital, and (ii) in the case of Gap, the Gap Software, the Gap Equipment, the Gap Documentation, and the Gap Intellectual Property, will in any way violate any non-disclosure and/or non-use agreement, nor constitute an
infringement or other violation of any copyright, trade secret, trademark, service mark, patent, invention, proprietary information, or other rights of any third party; provided, however, the warranty obligations set forth in this subpart B of this
Section 23.1 (Authority to License and Non-Infringement) shall: (1) as to Supplier, be subject to Supplier Infringement Exclusions set forth in Section 23.3D (Supplier Infringement Exclusions) and, (2) as to Gap, be subject to
the Gap Infringement Exclusions set forth in Section 23.4D (Gap Infringement Exclusions). 
 C. Neither Party’s
warranty obligations set forth in subpart B of this Section 23.1 (Authority to License and Non-Infringement) nor its infringement indemnity 

  

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obligations set forth in Sections 23.3 (Supplier’s Proprietary Rights Indemnity) and 23.4 (Gap’s Proprietary Rights Indemnity) shall apply to
Generally Available Software (and accompanying Documentation) purchased from a third party and subject to a separate license agreement (e.g., Microsoft NT, Sun Solaris, HP Open View) or Generally Available Equipment purchased from a third party
pursuant to a separate purchase agreement, but only to the extent a similar non-infringement warranty or, if such a warranty cannot be obtained through commercially reasonable efforts on the part of Supplier, a warranty that is standard in the
industry for the same or similar software or equipment, is made in such license or purchase agreement and such warranty can be applied and/or assigned to Gap or Supplier (as applicable). 
  

	 	23.2	Quiet Enjoyment 

 Supplier
represents and warrants that this Agreement is neither subject nor subordinate to any right or claim of any third party, including, without limitation, Supplier’s creditors. Further, Supplier represents and warrants that during the Term
(including in connection with any assignment permitted under Section 39.1 (Assignment)), it will not subordinate this Agreement or any rights hereunder to any third party without the prior written consent of Gap, and without providing in such
subordination instrument for non-disturbance of Gap’s use of the Services, Supplier Equipment, and Supplier Software in accordance with this Agreement. 
  

	 	23.3	Supplier’s Proprietary Rights Indemnity 

  

	 	A.	Indemnification 

 (1) At Supplier’s
expense and as described herein, Supplier agrees to defend and indemnify (as set forth in (2) below) Gap, its Affiliates, and its subcontractors (and their respective directors, officers, agents, and employees) from and against any third party
claims, actions, or proceedings and liability, damages, costs, or expenses, arising under such third party claims, actions, or proceedings, that the (i) Services, (ii) Supplier Software (subject to Section 23.1C above,
(iii) Supplier Documentation (subject to Section 23.1C above), (iv) Supplier Intellectual Property (including jointly owned patents under this Agreement to the extent any such third party claims, actions, or proceedings and liability,
damages, costs, or expenses arising from the separate exploitation by Supplier), (v) Supplier Modified Intellectual Property, (vi) Supplier Modified Documentation, (vii) Supplier Modified Software, (viii) Supplier Equipment
(subject to Section 23.1C above), (ix) Gap Owned Intellectual Capital, or (x) the modifications made by Supplier to the Applications (to the extent such modifications caused such infringement) (individually each, and collectively all,
of the items listed in (i) through (x) above are referred to in this Section as the, or a, “Supplier Infringement Trigger”): (i) infringes upon or otherwise violates any copyright, trademark, service mark, patent or
misappropriates the trade secrets of any third party; or (ii) that Gap’s use (as permitted by this Agreement) of Supplier Infringement Trigger otherwise violates or misappropriates any copyright, trade secret, trademark, service mark, or
patent of any third party (collectively referred to for purposes of this 

  

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Section 23 (Authority to License, Quiet Enjoyment, Proprietary Rights and Indemnity) as “Supplier Infringement Claim(s)”). 
 (2) Supplier shall pay all amounts that a court finally awards to such third party, or that Supplier, as provided in Section 23.5
(Conditions to Indemnity Obligations), agrees to in settlement with such third party of any such Supplier Infringement Claim(s), as well as any and all reasonable attorneys’ fees and costs of investigation arising from such Supplier
Infringement Claim(s) incurred by Gap or any other party indemnified under this Section 23.3 (Supplier’s Proprietary Rights Indemnity) associated with such Supplier Infringement Claim and incurred prior to Supplier’s assumption of the
defense against any Supplier Infringement Claim. After Supplier assumes the defense against any Supplier Infringement Claim in accordance with this Section, Supplier shall not be responsible for the payment of expenses or charges incurred by Gap in
connection with such Supplier Infringement Claim, except 
 (a) to the extent Supplier pre-approves any such charge or
expense after Supplier assumes control of the defense of such Supplier Infringement Claim, provided such approval by Supplier is not to be unreasonably withheld; or 
 (b) charges or expenses incurred by Gap in connection with the cooperation by any Gap employee with Supplier’s defense to the extent
such cooperation materially disrupts or interferes with the performance of such employee’s job, in which case Supplier shall reimburse Gap for the employee’s actual expenses and time at a rate to be agreed to by the Parties in advance.

  

	 	B.	Continued Right to Use 

 Gap also agrees
that, if its use of Supplier Infringement Trigger, or any part thereof becomes, or in Supplier’s opinion is likely to become, the subject of a Supplier Infringement Claim(s), Gap will permit Supplier, at Supplier’s option and expense for
all associated costs, either to timely procure the right for Gap to continue to use Supplier Infringement Trigger, or part thereof, or to timely replace or modify Supplier Infringement Trigger with another item of comparable quality and performance
capabilities to become non-infringing, provided such replacement or modification allows Supplier to provide the Services in accordance with this Agreement, including the Service Levels. If such replacement causes an increase in Gap’s
expenditure of time or resources in connection with the Services, the Charges will be equitably adjusted. If Supplier is unable, after exercising diligent efforts, to procure the above referenced rights, or modify or replace the Infringement
Trigger, Supplier may discontinue use of the Infringement Trigger but shall not be excused from any of its obligations under this Agreement. 
  

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	 	C.	Remedial Acts 

 In the event
(i) Gap’s ongoing use of Supplier Infringement Trigger, or any part thereof, is the subject of any action by a third party arising from a Supplier Infringement Claim that would preclude or impair Gap’s use of Supplier Infringement
Trigger as provided for under this Agreement, or any part thereof, (e.g., an injunction prohibiting or limiting use), or (ii) if Gap’s continued use of Supplier Infringement Trigger as provided for under this Agreement, or any part
thereof, may subject it to damages or statutory penalties, Gap shall give prompt written notice to Supplier of such fact(s). Upon notice of such facts, Supplier shall use commercially reasonable efforts to: (i) procure the right for Gap to
continue to use Supplier Infringement Trigger, or part thereof, or (ii) replace or modify Supplier Infringement Trigger, with another system or components of comparable quality and performance capabilities to become non-infringing. If Supplier
fails to complete the remedial acts set forth above within sixty (60) days of the date of the written notice from Gap and Gap’s ongoing use of Supplier Infringement Trigger remains impaired, Gap shall have the right to take such remedial
acts that are commercially reasonable to mitigate any impairment of its use of Supplier Infringement Trigger (hereafter referred to as “Gap’s Remedial Acts”). Supplier shall credit Gap for all documented commercially reasonable
amounts paid by Gap to implement Gap’s Remedial Acts. All such amounts shall be credited to Gap on the monthly invoice immediately following Gap’s demand for such credit. Failure by Supplier to credit such amounts as set forth above shall,
in addition to, and cumulative to all other remedies available to Gap under this Agreement, entitle Gap to immediately withhold payments due to Supplier under this Agreement up to the amount to be credited under this Section. In the case where there
will be no further invoices, Supplier will pay the amount of the credits to Gap within forty-five (45) days after (1) the end of the last month of the Term or (2) the effective date of termination or expiration of this Agreement for
any reason. 
  

	 	D.	Supplier Infringement Exclusions 

 Supplier
shall have no obligation under this Section 23 (Authority to License, Quiet Enjoyment, Proprietary Rights and Indemnity) with respect to any Supplier Infringement Claim to the extent such Supplier Infringement Claim is Finally Determined to be
caused by: (i) modifications to Supplier Infringement Trigger, or any part thereof, made by Gap, its Affiliates, or their respective agents (except as directed, authorized, or approved by Supplier); (ii) combination or use of Supplier
Infringement Trigger, or any part thereof, with products, data, equipment or software not provided by Supplier; (iii) Supplier’s compliance with Specifications or written direction provided by Gap, including Gap’s business processes
that Supplier utilizes in connection with the performance of the Services; (iv) use by Gap of Supplier Infringement Trigger, or any part thereof, after Supplier has provided modifications to Gap (at no cost to Gap) that would have avoided the
allegedly infringing activity, or (v) the Gap Owned Intellectual Capital, Gap Software, Gap Documentation, or Gap Intellectual Property in which the basis of Supplier Infringement Claim(s) existed prior to the Reference Date ((i), (ii), (iii),
(iv) and (v) above are collectively referred to herein as the “Supplier Infringement Exclusions”). 
  

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	 	23.4	Gap’s Proprietary Rights Indemnity 

  

	 	A.	Indemnification 

 (1) At Gap’s
expense and as described herein, Gap agrees to defend and indemnify (as set forth in (2) below) Supplier, its Affiliates, and its Subcontractors (and their respective directors, officers, agents, and employees) from and against any third party
claims, actions, or proceedings and liability, damages, costs, or expenses, arising under such third party claims, actions, or proceedings, that the (i) Gap Software (subject to Section 23.1C above), (ii) Gap Documentation (subject to
Section 23.1C above), (iii) Gap Intellectual Property (including jointly owned patents under this Agreement to the extent any such third party claims, actions, or proceedings and liability, damages, costs, or expenses arising from the
separate exploitation by Gap), or (iv) Gap Equipment (subject to Section 23.1C above) (individually each, and collectively all, of the items listed in (i) through (iv) above are referred to in this Section as the, or a, “Gap
Infringement Trigger”): (i) infringes upon or otherwise violates any copyright, trademark, service mark, patent or misappropriates the trade secrets of any third party; or (ii) that Supplier’s use (as permitted by this Agreement)
of the Gap Infringement Trigger otherwise violates or misappropriates any copyright, trade secret, trademark, service mark, or patent of any third party (collectively referred to for purposes of this Section 23 (Authority to License, Quiet
Enjoyment, Proprietary Rights and Indemnity) as “Gap Infringement Claim(s)”). 
 (2) Gap shall pay all amounts
that a court finally awards to such third party or that Gap, or as provided herein Supplier, agrees to in settlement with such third party of any such Gap Infringement Claim(s), as well as any and all reasonable attorneys’ fees and costs of
investigation arising from such Gap Infringement Claim(s) incurred by Supplier or any other party indemnified under this Section 23.4 (Gap’s Proprietary Rights Indemnity) associated with such Gap Infringement Claim and incurred prior to
Gap’s assumption of the defense against any Gap Infringement Claim. After Gap assumes the defense against any Gap Infringement Claim in accordance with this Section, Gap shall not be responsible for the payment of expenses or charges incurred
by Supplier in connection with such Gap Infringement Claim, except 
 (a) to the extent Gap pre-approves any such charge or
expense after Gap assumes control of the defense of such Gap Infringement Claim, provided such approval by Gap is not to be unreasonably withheld; or 
 (b) charges or expenses incurred by Supplier in connection with the cooperation by any Supplier employee with Gap’s defense to the extent such cooperation materially disrupts or interferes with the performance of
such employee’s job, in which case Gap shall reimburse Supplier for the employee’s actual expenses and time at a rate to be agreed to by the Parties in advance. 
  

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	 	B.	Continued Right to Use 

 Supplier also
agrees that, if its use of the Gap Infringement Trigger, or any part thereof becomes, or in Gap’s opinion is likely to become, the subject of an Gap Infringement Claim(s), Supplier will permit Gap, at Gap’s option and expense for all
associated costs, either to timely procure the right for Supplier to continue to use the Gap Infringement Trigger, or part thereof, or to timely replace or modify the Gap Infringement Trigger with another item of comparable quality and performance
capabilities to become non-infringing, provided such replacement or modification allows Gap to continue meeting its obligations under this Agreement. If such replacement causes an increase in Supplier’s expenditure of time or resources to
deliver the Services, the Charges will be equitably adjusted. If Gap is unable, after exercising diligent efforts, to procure the above referenced rights, or modify or replace the Infringement Trigger, Gap may discontinue use of the Infringement
Trigger but shall not be excused from any of its obligations under this Agreement. 
  

	 	C.	Remedial Acts 

 In the event
(i) Supplier’s ongoing use of the Gap Infringement Trigger, or any part thereof, is the subject of any action by a third party arising from a Gap Infringement Claim that would preclude or impair Supplier’s use of the Gap Infringement
Trigger as provided for under this Agreement, or any part thereof, (e.g., an injunction prohibiting or limiting use), or (ii) if Supplier’s continued use of the Gap Infringement Trigger as provided for under this Agreement, or any part
thereof, may subject it to damages or statutory penalties, Supplier shall give prompt written notice to Gap of such fact(s). Upon notice of such facts, Gap shall use commercially reasonable efforts to: (i) procure the right for Supplier to
continue to use the Gap Infringement Trigger, or part thereof, or (ii) replace or modify the Gap Infringement Trigger, with another system or components of comparable quality and performance capabilities to become non-infringing. If Gap fails
to complete the remedial acts set forth above within sixty (60) days of the date of the written notice from Supplier, and Supplier’s ongoing use of the Gap Infringement Trigger remains impaired, Supplier shall have the right to take such
remedial acts that are commercially reasonable to mitigate any impairment of its use of the Gap Infringement Trigger (hereafter referred to as “Supplier’s Remedial Acts”). Gap shall pay Supplier for all documented commercially
reasonable amounts paid by Supplier to implement Supplier’s Remedial Acts. Failure by Gap to pay such amounts within forty-five (45) days of invoice by Supplier shall, in addition to, and cumulative to all other remedies available to
Supplier under this Agreement, entitle Supplier to exercise the payment escalation rights under Section 27.1 (Invoices and Payments – General). 
  

	 	D.	Gap Infringement Exclusions 

 Gap shall
have no obligation under this Section 23 (Authority to License, Quiet Enjoyment, Proprietary Rights and Indemnity) with respect to any Gap Infringement Claim to the extent such Gap Infringement Claim is Finally Determined to be caused by:
(i) modifications to the Gap Infringement Trigger, or any part thereof, made by Supplier, its 

  

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Affiliates, or their respective agents (except as directed, authorized, or approved by Gap); (ii) combination or use of the Gap Infringement Trigger, or
any part thereof, with products, data, equipment or software not provided by Gap; (iii) Gap’s compliance with Specifications or written direction provided by Supplier, including Supplier’s business processes; or (iv) use by
Supplier of the Gap Infringement Trigger, or any part thereof, after Gap has provided modifications to Supplier (at no cost to Supplier) that would have avoided the allegedly infringing activity ((i), (ii), (iii), and (iv) above are
collectively referred to herein as the “Gap Infringement Exclusions”). 
  

	 	23.5	Conditions to Indemnity Obligations 

 The indemnitor’s obligation to defend and indemnify the indemnitee, as applicable, pursuant to this Agreement shall be subject to indemnitee having given the indemnitor prompt written notice of the claim or of the commencement of the
related action, as the case may be, and information and reasonable assistance, at the indemnitor expense, for the defense or settlement thereof. The indemnitor shall have sole control of the defense and settlement of such claim or related action,
provided that the indemnitor shall not settle such claim or related action in a manner which imposes any obligation on the indemnitee without the prior written consent of the indemnitee. The indemnitee shall be entitled to engage counsel at its sole
expense to consult with the indemnitor with respect to the defense of the claim and related action. 
  

	 	23.6	* 

 Supplier has obtained a license
authorizing its use of the * (defined below) as of the Reference Date in support of its delivery of the Services following completion of transition as set forth in Exhibit D.15 (Transition-In Plan). In the event the manner of the delivery of the
Services is modified after the Reference Date the foregoing representation may not apply. Notwithstanding anything in the Agreement to the contrary, * and its * shall not be liable to * or its * or be required to indemnify *, its Affiliates, and
their respective officers, directors, employees, agents, successors, and assigns for any claims of * or by his or its successors or assigns (collectively, the “*”); provided, that the foregoing shall not apply to Services provided by
Supplier which meet the following three criteria: (i) *; (ii) such Services must be provided solely from facilities *; and (iii) with respect to *. Neither * nor * shall be responsible in any manner, including financially responsible,
for: (i) determining whether * require a *; (ii) obtaining any such *; or (iii) paying any fees relating to any such *. 


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	 	24.	Documentation 

 Supplier will have
access to all existing Gap Documentation on the Gap Systems, all of which shall be deemed to be Proprietary or Confidential Information of Gap. On an ongoing basis, as of the Reference Date, Supplier must document the Services it provides consistent
with its best practices in sufficient detail that a qualified third party could understand the nature and scope of the Services. Subject to the licenses set forth in Section 21.3 (Software, Documentation and Intellectual Property), as requested
by Gap from time to time, and at no additional charge to Gap, Supplier shall provide Gap with at least three (3) copies of all Documentation developed for Gap under this Agreement or required to enable Gap to fully utilize as permitted under
this Agreement, the Services, Equipment, Supplier Intellectual Property, Gap Custom Intellectual Property, and Supplier Third Party Intellectual Property at least one (1) copy of which shall be in a Gap standard electronic form. Gap’s
standard electronic form shall utilize generally available commercial software products. Supplier shall update and maintain all Documentation on a regular basis as appropriate to the item of Documentation. When such Documentation is revised or
supplemented, Supplier shall deliver a copy of such revised or supplemental Documentation to Gap within ten (10) days of its general availability, at no cost to Gap. Gap may, at any time, reproduce copies of all Documentation provided by
Supplier under this Section, distribute such copies to the Authorized Users (subject to the confidentiality and non-use provisions contained herein), and incorporate such copies into its own technical manuals and subject to Section 21.3
(Intellectual Property) and Section 36 (Confidentiality), provided that such reproduction, use and incorporation relates solely to Gap’s use of the Services or the Gap IT Environment, and copyright notices of Supplier and its licensors, if
any, are reproduced thereon. Gap will be responsible for the failure of any Authorized User to comply with the confidentiality and non-use provisions contained herein with respect to any such Documentation. 
  

	 	25.	Installation and Acceptance Tests 

  

	 	25.1	General 

 For purposes of this
Section 25 (Installation and Acceptance Tests) the reference to Statements of Work shall apply only to the Deliverables pursuant to Projects. 
 As to Projects and Non-Recurring Initiatives, unless otherwise agreed pursuant to a Statement of Work, Supplier shall comply with the following installation and acceptance test criteria for all Statements of Work in
order to confirm that the Statement of Work components satisfy the specifications set forth in a Statement of Work in all material respects. Each component of the installation and acceptance tests may not apply in all circumstances. 
  

	 	25.2	Installation Tests 

 Supplier will
confirm that the installation tests have been completed. 
  

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	 	25.3	Additional Testing 

 After Supplier
delivers a notice of completion of the installation test to Gap, (1) Gap shall, with Supplier’s assistance, perform those acceptance tests as set forth in a Statement of Work or (2) if no such tests are set forth in a Statement of
Work, then Gap shall, with Supplier’s assistance, perform such test as are reasonable, timely, and appropriate, including, as applicable, the following tests (individually, an “Acceptance Test” and collectively, the “Acceptance
Tests”): 
 A. “Initial Component Testing” to determine whether the Statement of Work components have been
properly installed and are operating in accordance with applicable Specifications; 
 B. “Integrated Test” to
determine whether the Statement of Work components interface and integrate with the Gap IT Environment, and whether each such Statement of Work components operate in the approved operating configuration and in accordance with applicable
specifications; and 
 C. “Final Test” to test the same functionality as the Integrated Test using actual data from
Gap’s day-to-day operations. 
 To the extent set forth in a Statement of Work, Supplier shall assist Gap in the
performance of acceptance testing. 
  

	 	25.4	Failed Acceptance Testing 

 As to an
individual Statement of Work, if Gap makes a good faith determination that a tested component and/or module has not successfully completed an Acceptance Test, Gap shall promptly notify Supplier in writing of such failure (hereinafter “Notice of
Failure”), specifying with as much detail as possible the manner in which the component and/or module failed to pass an applicable Acceptance Test. Supplier shall immediately commence all reasonable efforts to complete, as quickly as possible,
such necessary corrections, repairs and modifications to the applicable component and/or module as will permit the component and/or module to be ready for retesting. Supplier shall notify Gap when such corrections have been completed, and the
Acceptance Tests shall begin again. If, after applicable Acceptance Tests are completed for a third time, Gap makes a good faith determination that the tested component and/or module again fails to pass the applicable Acceptance Test, Gap shall
promptly notify Supplier in writing specifying in the Notice of Failure its election either to: (1) afford Supplier the opportunity to repeat the correction and modification process as set forth above, or (2) depending on the nature and
extent of the failure, and the parts of the Statement of Work impacted by such failure, in Gap’s sole judgment, (a) terminate that portion of the tested component and/or module associated with the Statement of Work in accordance with
Section 33.2 (Termination for Cause by Gap) as a non-curable default, or (b) if the failure to pass the applicable Acceptance Test materially impacts the function to Gap of the Statement of Work as a 

  

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whole, terminate the entire Statement of Work. The foregoing correct and modify procedure shall be repeated until Supplier, based on Gap’s good faith
determination, passes the applicable Acceptance Test, Gap elects to terminate the tested component and/or module or Statement of Work as set forth above, or the Parties agree otherwise. In the event of a termination under this Section 25.4
(Failed Acceptance Testing), Supplier shall credit to Gap, within * of written notice of termination, *. In the event Gap retains any portion of a tested component and/or module associated with the Statement of Work, Gap shall pay Supplier for such
retained tested component and/or module. In the event Gap exercises its remedies under this Section 25.4 (Failed Acceptance Tests), such remedy shall be Gap’s sole and exclusive remedy for termination and damages for the failure to meet
the Acceptance Tests as to such terminated tested component and/or module and/or Statement of Work (as applicable). 
  

	 	26.	Pricing 

  

	 	26.1	General 

 During the Term of this
Agreement, Gap shall pay Supplier the fees and charges as set forth in Exhibit C (Fees and Resource Baselines) for the Services. 
  

	 	26.2	Non-Recurring Initiative Pricing 

 All Non-Recurring Initiatives require Gap Approval in accordance with Section 6 (Unapproved Work). As part of its Charges, Supplier shall perform all Non-Recurring Initiatives scoped in a Statement of Work that require * or less of
billable Supplier resources as calculated on a Non-Recurring Initiative by Non-Recurring Initiative basis (provided, however, the aggregate total of all such individual Non-Recurring Initiatives shall not exceed * of billable Supplier resources
during any calendar year). For individual Non-Recurring Initiatives scoped in a Statement of Work that require more than * of billable Supplier resources (or in the event the aggregate total of all such individual Non-Recurring Initiatives exceeds *
of billable Supplier resources during any calendar year), Gap shall pay Supplier the Gap Approved amounts set forth in the Statement of Work at the rates specified in Exhibit C (Fees and Resource Baselines). All costs and fees related to Projects
that are not Non-Recurring Initiatives are included in the Charges. 
  

	 	26.3	Cost of Living Adjustment 

 Cost of
living adjustments (“COLA”) shall be as provided in Exhibit C (Fees and Resource Baseline). 


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	 	26.4	All Fees Stated 

 Except as provided
in this Section 26 (Pricing) and Exhibit C (Fees and Resource Baselines) or as otherwise Approved in advance by Gap, there are no other rates or charges applicable to the Services provided under this Agreement. 
  

	 	26.5	Taxes 

  

	 	A.	Definitions 

 (1) “Income Tax”
means any (i) tax on or measured by the net income of a Party (including, without limitation, franchise taxes, gross receipts taxes, taxes on capital or net worth that are imposed as an alternative to a tax based on net or gross income and the
Michigan Single Business Tax), or (ii) taxes which are of the nature of excess profits tax, minimum tax on tax preferences, alternative minimum tax, accumulated earnings tax, personal holding company tax, capital gains tax, withholding tax or
franchise tax for the privilege of doing business, to the extent such taxes as set forth in (i) and/or (ii) above are imposed on such Party by any federal, state, or local government of or in the United States, any taxing authority of any
possession of the United States, or any government of a foreign country, including subdivisions thereof. 
 (2) “Service
Taxes” means all sales, lease, service, value-added, use, personal property, excise, consumption, goods and services, provincial sales, retail sales and other taxes or duties that are assessed on the provision of the Services to Gap as a whole,
or on any particular Service received by Gap from Supplier; excluding, however, state and local business and occupation tax, Income Tax and other similar taxes. 
  

	 	B.	Taxes 

 The Parties’ respective
responsibilities for taxes arising under or in connection with this Agreement shall be as follows: 
 (1) Income Tax.

 (a) Each Party shall be responsible for its Income Taxes. 
 (b) As between Supplier and Gap under this Agreement, (i) Gap shall be responsible for the employment tax withholding, employer
payroll taxes, and related reporting responsibilities with respect to its employees and Gap Affiliate employees, and (ii) Supplier shall be responsible for the employment tax withholding, employer payroll taxes, and related reporting
responsibilities with respect to its employees, Supplier Affiliate employees, and Supplier Subcontractors. 
  

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	 	(2)	Service Taxes. 

 (a) Except as set forth
in Sections 26.5B(2)(b) and 26.5B(2)(d) below, Gap shall be responsible for the payment of all Service Taxes and new Service Taxes. In the event there is a new Service Tax that is not clearly allocated to Gap or Supplier under this
Section 26.5B(2), Gap and Supplier shall work together, in good faith, to reach agreement regarding the responsibility for such new Service Tax. If Gap and Supplier are unable to reach agreement with respect to such new Service Tax, Supplier
shall be responsible for and pay the amount of such tax. Supplier shall correctly invoice all applicable taxes at the time of purchase and if necessary, shall reissue any invoice, along with the appropriate tax, if it is determined, subsequent to
the actual purchase date, that tax should have applied. Except as provided in Section 26.5B(2)(c)(vi), Supplier shall not provide tax-only invoices. 
 (b) Supplier shall be responsible for any Service Taxes and new Service Taxes on (i) Equipment or Software, or (ii) real property and/or other tangible or intangible property, in each case as to (i) and
(ii), (a) it owns (or leases or rents from a third party) or (b) for which it is financially responsible under the Financial Responsibility Matrix attached as Exhibit C.7 (Financial Responsibility Matrix). 
 (c) Prior to agreeing to any Service Tax assessment, Supplier shall work with the Gap Tax Department in order to ensure that the proposed
tax assessment is fairly and accurately determined. Supplier shall also ensure that all taxable and nontaxable components are separately stated at the time of purchase, with an adequate description for tax purposes as to the taxable nature of the
items purchased. In the event that a Service Tax is assessed on the receipt of any of the Services, the Parties shall work together to segregate the payments under this Agreement into five (5) payment streams on the invoice: 
  

	 	i)	those for taxable Services; 

  

	 	ii)	those for other nontaxable Services; 

  

	 	iii)	those for exempt Services; 

  

	 	iv)	in respect of goods, Services, or supplies where Service Tax has already been paid by Gap or Supplier; 

  

	 	v)	those for which Supplier functions merely as a payment agent for Gap in receiving goods, supplies, or services (including leasing and licensing arrangements); or


  

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	 	vi)	To the extent that the number of taxable transactions subject to a Service Tax assessment exceeds three transactions, Supplier will provide Gap with a detailed electronic summary of
any related tax-only invoices based on Gap Tax Department specifications. Such electronic summary shall be in the format set forth in Exhibit C.8.5 (Tax-Only Invoice). 

 (d) Supplier shall be responsible for all current and any new Service Taxes payable by Supplier on any goods or third party services
acquired, used, or consumed by Supplier in providing the Services where such tax is imposed on Supplier’s acquisition or use of such goods or services. 
 (e) Supplier shall make purchases of goods and services that are delivered or provisioned to Gap on a sale for resale basis, when
applicable, so that double taxation of goods and services does not occur. 
 (f) Except for Federal Universal Service Fund
(“USF”) charges, which are included in the Charges, Gap shall be responsible for telecommunication surcharges or user fees imposed by government authorities and mandated by law or regulation that are applicable to end users; provided that
in no event shall the cumulative total of such taxes (excepting USF) exceed, in any Contract Year, the following amounts: 
 i) as to long distance minutes, * of the Charges invoiced for long distance minutes, net of all taxes for such Services; and 
 ii) as to data circuits, * of the Charges invoiced for data circuits, net of all taxes for such Services. 
 In addition, in the event any such fee or surcharge for which Gap is responsible is or may be subsequently reduced or vacated by the appropriate government authority or court of competent jurisdiction, Supplier shall
use commercially reasonable efforts to obtain on behalf of Gap a refund of any overpayment of such fee or surcharge by Gap. 
  

	 	C.	Cooperation; Invoices 

 The Parties agree
to reasonably cooperate with each other to enable each to more accurately determine its own tax liability and to minimize such liability to the 


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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 extent legally permissible. Supplier invoices shall separately state the amounts of any taxes (by taxing
jurisdiction) Supplier is properly collecting from Gap pursuant to the terms hereof. Each Party will make available to the other Party any resale certificates, information regarding out-of-state or out-of-country sales or use of equipment,
materials, or services, and other exemption certificates or information reasonably requested by the other Party. Specifically, Gap requires the following: 
 The total amount invoiced for Services will include any and all freight, duty, and taxes, with the exception of the following items, which, if applicable, must be identified and listed separately on Supplier invoice
(i) any U.S. state or local sales or use tax imposed on the transaction; and (ii) any value-added taxes, whether based on gross receipts, income, or consumption and regardless of what such value-added taxes might be called, imposed by
taxing authorities outside the United States of America (“VAT Taxes”). In the event that VAT Taxes are imposed, Supplier shall reasonably cooperate with Gap to minimize any adverse effect of such VAT Taxes, including separating the Charges
into taxable and non-taxable components. For purposes of VAT invoices, Supplier shall invoice the appropriate Gap entity (such as Gap (Canada) Inc. for Canadian purposes), and shall also include the appropriate vendor registration number on each
invoice as required by law. 
  

	 	26.6	Payment Does Not Imply Approval 

 The making of any payment or payments by Gap, or the receipt thereof by Supplier, shall not imply Approval by Gap of any Services or the waiver of any warranties or requirements of this Agreement. 
  

	 	26.7	Withhold Remedy 

 A. In addition to,
and cumulative of all other remedies in law, at equity and provided under this Agreement or this Section 26.7 (Withhold Remedy), in the event Supplier is in default of a material duty or obligation under this Agreement and it fails to cure the
default within fifteen (15) days after receipt of written notice of default from Gap setting forth with specificity the nature of the default of a material duty or obligation and the requested remedy or cure, Gap may, without waiving any other
rights under this Agreement, elect to withhold from the payments due to Supplier under this Agreement during the period beginning with the 16th day after Supplier’s receipt of notice of default, and ending on the date that the default has been
cured to the reasonable satisfaction of Gap, but in no event shall the amount of such withhold be greater than the Charges associated with the specific Services which Gap alleged are in default or the Services that Supplier is not providing. Upon
curing of the default by Supplier, Gap will cause the withheld payments to be paid to Supplier, without interest. Notwithstanding the forgoing, the amount Gap may withhold at any one time shall not in the aggregate for all disputes exceed an amount
equal to Supplier’s fees and charges for the * immediately preceding such withhold (the “Aggregate Withhold Amount”). Gap shall pay to Supplier any disputed fees and charges in excess of the Aggregate Withhold Amount, 


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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 provided that Gap shall retain any and all rights to contest its obligation to pay to
Supplier such fee or charge. 
 B. If a dispute regarding billing is not resolved in accordance with Section 27.4
(Billing Disputes And Reports) within thirty (30) calendar days and Gap has elected not to pay the disputed amount in accordance with this Section 26.7 (Withhold Remedy), no late payment charges will apply to the disputed amount pending
resolution of the claim through the procedures set forth in Section 31 (Internal Dispute Resolution). Upon resolution of the claim, Supplier shall issue to Gap any applicable credit or reinstitute the disputed amount as an amount due within
thirty (30) days from the final resolution of the dispute. 
  

	 	26.8	Technology Changes 

 If a Technology
Change (defined below) occurs, Gap and Supplier will identify the efficiencies, economies, and net savings resulting from such Technology Change and will, in good faith, * as to the affected Service(s). “Technology Change” shall mean a *
resulting from * of (1) *; (2) *; or (3) *. For purposes of this Section 26.8 (Technology Changes), an increase in Supplier Personnel providing Services off shore or near shore by * or more shall be deemed a * change. The Parties
agree that delivery by Supplier of the technology solutions detailed in *, including * shall not be deemed a Technology Change under this Section. 
  

	 	27.	Invoices and Payments 

  

	 	27.1	General 

 A. Supplier shall invoice
Gap monthly in two separate invoices, one for the baseline Services and the second for the appropriate variable adjustments for the Services that have been provided by Supplier pursuant to the terms of this Agreement. Supplier shall not invoice Gap,
and Gap shall not be obligated to pay, any charges or other invoiced amounts (including pass through expenses) that are not properly invoiced within * after the end of the period in which such charges were incurred (or, in the case of amounts
charged by any Transport Services Provider, after the date of Supplier’s receipt of the invoice from the Transport Services Provider), unless a request for an extension is approved in writing by the Gap Infrastructure Partnership Executive
within the * window. Invoices shall be due upon receipt and payable by electronic funds transfer within forty-five (45) days of receipt by Gap. Supplier shall be permitted to invoice Gap for the baseline Services forty-five (45) days in



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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 advance of the payment date for such invoice. In no event shall Supplier invoicing result in baseline
Service amounts being payable prior to the end of the month Services are actually delivered. Supplier shall invoice for the variable charges in the billing period following the billing period in which the actual charges are incurred. If any
undisputed amount due Supplier under this Agreement remains unpaid for more than * after the date Gap receives the invoice, then within * of written notice by Supplier, Supplier’s Technical Executive and Gap’s Infrastructure Partnership
Executive shall meet regarding the payment of such undisputed amount; if the undisputed amount is not paid within * of Supplier’s initial notice; then Supplier’s Industry Vice President shall meet with Gap’s Chief Information Officer
regarding the payment of such undisputed amount within * of Supplier’s initial notice; if the undisputed amount is not paid within * of Supplier’s initial notice; then *. Gap will have the right to set off against amounts owed by Gap under
the Agreement any amount Supplier is obligated to pay or credit Gap under the Agreement (included but not limited to Service Level Credits). 
 B. Unless otherwise stated in an Implementation Agreement, all invoices under this Agreement shall be submitted to the following address: 
 * 
  

	 	27.2	Invoice Summary 

 Supplier shall
render, by means of an electronic file, a single consolidated invoice for all charges incurred each month. If Gap Affiliates are the recipients of the Services, Supplier shall first send an informational invoice to Gap world headquarters for Gap
Approval. After such Gap Approval, a separate invoice shall be sent to each Affiliate directly for payment. Such informational invoice shall be conspicuously marked “Information Invoice-Do Not Pay.” For purposes of calculating the payment
due date, the forty five (45) day period shall commence upon receipt of the Information Invoice. Except as otherwise directed by Gap in writing, each invoice submitted by Supplier shall be substantially similar to the invoice attached hereto as
Exhibit C.8 (Monthly Invoice and Invoice Sample), and shall include a summary section that includes, at minimum, the following information: 
  

	 	(1)	Period of time covered by the invoice; 

  

	 	(2)	Total invoice amount for Gap and Gap department according to Service type; 



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	 	(3)	Current month payments; 

  

	 	(4)	Balance due; 

  

	 	(5)	Calculations utilized to establish the charges; 

  

	 	(6)	Identification of all pass-through expenses for the month to which the invoice corresponds; 

  

	 	(7)	Global activity summary, including a country-by-country breakdown that enables Gap to Approve the Charges in each individual country for the Services, including, a breakdown of
chargeable units for Services, taxes, and VAT (where applicable); 

  

	 	(8)	Individual country invoices that enable each Gap Affiliate to pay for the Services on an country-by-county basis, including a breakdown of chargeable units for Services, taxes, and
VAT (where applicable); 

  

	 	(9)	Identification of the amounts of any taxes Supplier is collecting from Gap in accordance with Section 26.5 (Taxes); and 

  

	 	(10)	Such other details and billing information as is necessary to satisfy Gap’s internal accounting or as specified by Gap to meet its Sarbanes-Oxley requirements, including as
necessary to allow Gap to accurately allocate charges by legal entity, business unit, department, Gap Site, Statement of Work, and/or any client. 

  

	 	27.3	Billing Adjustments 

 Supplier shall
provide Gap’s Infrastructure Partnership Executive with a monthly summary of credit and debit billing adjustments. The summary shall include, but not be limited to, the number and types of billing adjustments identified, the number of billing
adjustments resolved, and the number and types of billing adjustments that are outstanding. Supplier shall insure that all billing debits and credits, including associated taxes, are distributed on the billing reports and the invoice and are shown
at the proper hierarchy level. If a billing adjustment is found to exceed *, then Supplier shall notify Gap’s Infrastructure Partnership Executive before processing the billing adjustment to the billing report and the invoice. Supplier shall
process all billing adjustments on the reports and invoice. In no event shall a billing adjustment result in a net increase to any Charge invoiced more than * days after the original invoice date for that Charge. 
  

	 	27.4	Billing Disputes And Reports 

 Supplier and Gap shall exercise good faith efforts to resolve all billing disputes to their mutual satisfaction within thirty (30) calendar days; provided, however, that in the event the billing dispute relates to Services provided to
Supplier by a Subcontractor and the obligation to pay for such Service is passed through by Supplier directly to Gap, the 


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 aforementioned thirty (30) day period shall commence on the date Gap receives the invoice at issue
from Supplier. Gap shall be entitled to withhold amounts in dispute under this Section 27.4 (Billing Disputes and Reports) in accordance with Section 26.7 (Withhold Remedy) without Supplier claiming a default of a material duty or
obligation by Gap. A “billing dispute number” will be assigned by Supplier to all billing disputes. The billing dispute number will be used by Supplier and Gap on all correspondence and reports to identify the dispute. Supplier shall
provide Gap’s Infrastructure Partnership Executive and agency department(s) with a monthly report of the status of pending billing disputes. 
  

	 	28.	Limitations of Liability and Damages 

  

	 	28.1	Damage Recovery Exclusion 

 IN NO
EVENT SHALL EITHER PARTY (OR A PARTY’S AFFILIATES, SUBCONTRACTORS, EMPLOYEES, OFFICERS OR DIRECTORS) BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, COLLATERAL, PUNITIVE, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING LOST PROFITS,
REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF RECOVERY, WHETHER IN CONTRACT OR IN TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  

	 	28.2	Limitation of Liability Amount 

 Supplier’s and Gap’s (and their respective Affiliates, subcontractors, employees, officers or directors) aggregate liability for all direct damages whatsoever, arising out of this Agreement including all costs of cover, regardless
of the form of the action or the theory of recovery whether in contract or tort (including breach of warranty, negligence and strict liability in tort) shall be limited, for all claims under this Agreement, to an aggregate amount equal to the total
Charges paid to Supplier pursuant to this Agreement for *; provided that if the event giving rise to liability occurs during the *, liability shall be limited to an amount equal to the * (the “Damage Limit”). 
  

	 	28.3	Exclusions 

 The limitations of
liability and exclusions of certain damages set forth in this Section 28 (Limitations of Liability and Damages) shall not apply to claims or liability arising from: 
  

	 	A.	* 



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 *; 
  

	 	B.	*; 

  

	 	C.	*; 

  

	 	D.	*; 

  

	 	E.	*; 

  

	 	F.	*; 

  

	 	G.	*; and 

  

	 	H.	*. 

  

	 	28.4	Egregious Acts 

 For purposes of
this Agreement, “Egregious Acts” shall mean *, or other similar *. As to Egregious Acts, the limitation of liability amount set forth in Section 28.2 (Limitation of Liability Amount) shall be modified as follows: Supplier’s and
Gap’s (and their respective Affiliates, subcontractors, employees, officers or directors) aggregate liability for all direct damages whatsoever, arising out of this Agreement including all costs of cover, regardless of the form of the action or
the theory of recovery whether in contract or tort (including breach of warranty, negligence and strict liability in tort) shall be limited, for all claims under this Agreement, to an aggregate amount equal to the total Charges paid to Supplier
pursuant to this Agreement for the * prior to the month in which the first Primary Event giving rise to liability occurred; provided that if the event giving rise to liability occurs during the first * after the Reference Date of this Agreement,
liability shall be limited to an amount equal to the total Charges to be paid to Supplier in * pursuant to this Agreement (the “Egregious Act Damage Limit”). For purposes of clarity, the Egregious Act Damage Limit is inclusive of the



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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 Damage Limit set forth in Section 28.2 (Limitation of Liability Amount) above (as opposed to in
addition to such Damage Limit). 
 In the event that at any time during the Term, the Egregious Act Damage Limit has been
depleted such that the remaining Egregious Act Damage Limit as to a Party falls below an amount that is * or less of the Egregious Act Damage Limit then either (1) that Party shall agree, upon request by the other Party, by Amendment to this
Agreement to reset the Egregious Act Damage Limit to an amount equal to the total Charges paid to Supplier pursuant to this Agreement for the * prior to the month in which the first Primary Event giving rise to liability occurred; or (2) in the
event the Party does not agree to reset the Egregious Act Damage Limit, the other Party shall have the option to terminate this Agreement without termination fees and (i) as to Gap, the payment to Supplier of Stranded Costs and (ii) as to
Supplier, the payment to Gap of an amount that would be equal to the Stranded Cost amount Supplier would receive from Gap, if Gap was terminating the Agreement for convenience as of that date. 
  

	 	28.5	Direct Damages 

 The Parties agree
that the following costs and damages, if incurred by either Party, shall be deemed direct damages and neither Party shall assert, and each is estopped from asserting, that they are special, indirect, incidental, consequential or exemplary damages,
lost profits or other damages for which recovery is limited or excluded: 
  

	 	A.	Costs of reloading data from last available back-up; 

  

	 	B.	Costs of performing work-arounds regarding a service failure; 

  

	 	C.	Costs of replacing lost, stolen or damaged goods or materials for which a Party is liable; 

  

	 	D.	Costs payable to an alternate source to procure replacement services from that alternate source as a result of a failure to perform, to the extent in excess of the applicable
charges; and 

  

	 	E.	Overtime, straight time and related expenses and allocated overhead (including travel, lodging and wages) as a result of a failure to perform or provide all or a portion of the
Services incurred in connection with (A) through (D) above. 

 The Parties acknowledge that by
defining the foregoing as direct damages, they are not precluding the recovery of other damages that may be determined by a court to be direct. 


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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	 	29	Representations, Warranties, and Covenants 

  

	 	29.1	General 

 A. Each Party represents
and warrants to the other Party that the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by the requisite corporate action on the part of such
Party. 
 B. Each Party represents and warrants to the other Party that the execution, delivery, and performance of this
Agreement by it will not constitute (i) a violation of any of its respective Regulatory Requirements; (ii) a violation of any judgment, order, or decree; (iii) a material default under any material contract by which it or any of its
material assets are bound; or (iv) an event that would, with notice or lapse of time, or both, constitute such a default. 
  

	 	29.2	Performance Warranty 

 Supplier
represents, warrants and agrees that during the Term of this Agreement, Supplier will provide the Services in accordance with the Service Levels and the Specifications. 
  

	 	29.3	Service 

 Supplier represents,
warrants and agrees that all Services to be provided under this Agreement shall be performed in a professional, competent, and timely manner by appropriately qualified Supplier Personnel in accordance with this Agreement and consistent with
Supplier’s best practices. 
  

	 	29.4	Litigation Warranty 

 Supplier
represents, warrants and agrees that as of the Reference Date there are no existing or threatened legal proceedings against Supplier that would have a material adverse effect upon its ability to perform its obligations under this Agreement or its
financial condition or operations. Gap represents, warrants and agrees that as of the Reference Date there are no existing or threatened legal proceedings against Gap that would have a material adverse effect upon its ability to perform its
obligations under this Agreement or its financial condition or operations. 
  

	 	29.5	Licensed Users and Rights to Use Software 

 Supplier represents and warrants that it shall acquire, maintain, and continuously update (as applicable) the type and number of license(s) required to grant Gap and the Gap Authorized Users the right to use the Software provided by
Supplier in order to utilize the Services, and otherwise comply with the terms of this Agreement. All third party license fees 

  

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for such Software provided by Supplier shall be at no additional cost to Gap, provided following the Termination Transition Period, Gap will be required to
pay the third party licensor maintenance and support fees to the same extent Supplier would be bound to do so under Supplier’s license with such third party licensor. To the extent that a third party license imposes a limit or restriction on
Gap’s right to use the Software provided by Supplier as permitted in this Agreement and such limit or restriction has not been identified in this Agreement, Supplier shall take commercially reasonable actions and pay the license fees required
to provide Gap with all the rights to use and modify the Software provided by Supplier afforded by this Agreement to the extent permitted. 
  

	 	29.6	Support Not to be Withheld 

 Subject
to Section 26.7 (Withhold Remedy), each Party agrees to continue performing its obligations under this Agreement while any dispute between the Parties is being resolved except only to the extent the issue in dispute directly precludes such
performance (dispute over payment shall not be deemed to preclude performance) unless and until such obligations are terminated by the termination or expiration of this Agreement. 
  

	 	29.7	Assignment of Warranties 

 Supplier
represents, warrants and agrees that it shall assign and deliver, and agrees to assign and deliver, to Gap all representations and warranties received by Supplier from Third Party Vendors, to the extent such warranties are assignable and relate to
the Services, including rights to recovery. Supplier shall, upon Gap’s request and at Gap’s cost, enforce such warranties that are not assignable, and track and notify Gap of each warranty, and deliver to Gap any documentation issued by a
warrantor evidencing such warranty. Nothing in this Section 29.7 (Assignment of Warranties) shall require Supplier to initiate litigation against any such Third Party Vendors. 
  

	 	29.8	Viruses 

 Supplier represents,
warrants and agrees that it shall use its best practices to ensure that no forms of harmful or surreptitious code, including, Malware (as defined in the Glossary to the Statement of Work), Trojan horses, system monitors/keyloggers, dialers, adware,
and adware cookies (collectively, “Virus(es)”) are introduced into the Gap IT Environment. If a Virus is found to have been introduced into the Gap IT Environment by Supplier, Supplier shall promptly notify Gap in writing in accordance
with Gap’s security incident response procedures and, at no additional charge to Gap, shall provide commercially reasonable assistance to Gap in reducing the effects of, and mitigating the losses and restoring any Deficiencies resulting from,
the Virus. Notwithstanding the foregoing, if a Virus is found to have been introduced into the Gap IT Environment, whether or not by Supplier, Supplier shall upon learning of any such Virus promptly notify Gap in writing in accordance with
Gap’s security incident response procedures and shall provide commercially reasonable assistance to Gap in reducing the effects of, and mitigating the losses from, the Virus to the extent it can do so with its resources then currently 

  

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dedicated to the delivery of the Services and without impacting its ability to deliver the Services in accordance with this Agreement. 
  

	 	29.9	Disabling Devices 

 Supplier
represents, warrants and agrees that it shall not knowingly cause any unplanned interruption of the operations of, or accessibility to the Gap IT Environment through any device, method or means including, the use of any “virus,”
“lockup,” “time bomb,” “key lock” device program, or disabling code, for which a purpose is to: (1) cause any unplanned interruption of the operations of (other than devices that are necessary to safeguard the
device or the Gap IT Environment) or prevent the accessibility of the Gap IT Environment to Gap or any Authorized User, (2) alter, destroy, or inhibit the use of the Gap IT Environment, or (3) block access to, or prevent the
use/accessibility of, the Gap IT Environment by Gap or Authorized Users (collectively referred to for purposes of this Section as “Disabling Device(s)”). Supplier agrees that it has not, and will not, place any Disabling Device in the Gap
IT Environment (other than licensing limitation controls (e.g., keys) that are incorporated into commercially available Software), nor shall it invoke any Disabling Devices contained on the Gap IT Environment at any time (including upon expiration
or termination of this Agreement for any reason). In the event of a breach of this Section (Disabling Devices) by Supplier, Supplier shall remove the Disabling Device and restore such data or information to the most recently available electronic
back-up copy and supporting transaction logs at no cost to Gap. 
  

	 	29.10	Insurance Premiums 

 Supplier
represents, warrants and agrees that it will pay all premiums, deductible amounts, and other costs required to maintain all insurance policies in accordance with Section 35 (Insurance and Indemnity) herein. 
  

	 	29.11	Compliance with Laws 

 Supplier
represents, warrants and agrees that it shall comply, and shall require its Subcontractors to comply, as applicable, with all foreign and U.S., national, provincial, state, and local laws, rules, directives, and regulations relating to
Supplier’s capacity as an information technology service provider and/or data processor, including, OSHA regulations, environmental laws, HIPAA, those directives such as the European Union Data Protection Directive and regulations/directives
relating to EU Works Councils (collectively “Supplier Regulatory Requirements”). Supplier shall identify, obtain and pay for permits, certificates, approvals, and inspections required under such Supplier Regulatory Requirements. Supplier
agrees to provide the information regarding the Services, and the Charges relating to the Services, that Gap identifies as necessary for Gap to comply with the Sarbanes-Oxley Corporate Reform Act. For the avoidance of doubt, unless specifically
otherwise mandated by the Sarbanes-Oxley Corporate Reform Act, the above does not include Supplier’s cost data or confidential or proprietary information of any of Supplier’s other customers. Gap shall comply, and shall require its
subcontractors to comply, as applicable, with all foreign and U.S., national, 

  

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provincial, state, and local laws, rules, directives, and regulations relating to Gap business, including, OSHA regulations, environmental laws, HIPAA, those
directives such as the European Union Data Protection Directive and regulations/directives relating to EU Works Councils (collectively “Gap Regulatory Requirements”). 
  

	 	29.12	Changes in Law and Regulations 

 Supplier represents, warrants and agrees that it shall identify the impact of changes in Supplier Regulatory Requirements on its ability to deliver the Services and perform its obligations under the Agreement. Supplier shall notify Gap of
such Supplier Regulatory Requirements within ten (10) days after it learns of the enactment of any such Supplier Regulatory Requirements and shall work with Gap to identify the impact of such changes on how Gap uses the Services or on how
Supplier delivers the Services. Gap and Supplier shall promptly make any resulting modifications to the Services as reasonably necessary as a result of changes in such Supplier Regulatory Requirements. Supplier shall comply with changes to all
Supplier Regulatory Requirements and shall implement any necessary modifications to the Services prior to the deadline imposed, or extensions authorized by, the regulatory or other governmental body having jurisdiction for such Supplier Regulatory
Requirements. All costs associated with identification and compliance with Supplier Regulatory Requirements shall be borne by Supplier. Upon Approval by Gap of an applicable change request pursuant to the Change Control Procedures, Supplier shall
(i) implement Gap Regulatory Requirements, and (ii) shall implement any necessary modifications to the Services, in accordance with Gap’s Policies and Procedures and/or an applicable Statement of Work, as applicable. Except as
provided in this Section, Supplier shall have no obligation to identify regulatory changes. 
  

	 	29.13	Inducements 

 Supplier represents,
warrants and agrees that it has not and will not violate foreign and U.S., national, provincial, state, and local laws, rules, directives, and regulations, or any Gap policies of which Supplier has been given advance notice, regarding the offering
or receiving of unlawful inducements in connection with the Agreement. 
  

	 	29.14	Technical Architecture and Product Standards 

 Supplier represents, warrants and agrees that it shall (1) comply with Gap’s Policies and Procedures and (2) obtain Gap’s written approval for any material deviation from Gap’s Policies and
Procedures. 
  

	 	29.15	Open Source Warranty 

 Supplier
represents, warrants, and agrees that it will not introduce any Open Source Software into the Gap Systems without Gap’s prior written consent. In the event of a breach of this Section 29.15 (Open Source Warranty), Supplier shall provide a
replacement to such Open Source Software product at no extra cost and expense to Gap, and fully install and 

  

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implement such replacement Software product into the Gap Systems without interference to Gap’s information technology environment and operations.

  

	 	29.16	Representations and Warranties Throughout Agreement 

 It is understood and agreed by the Parties that Supplier’s representations and warranties are set forth throughout this Agreement and are not confined to this Section 0 (Representations, Warranties, and
Covenants). 
  

	 	29.17	Warranty Disclaimer 

 THE WARRANTIES
SET FORTH IN THIS AGREEMENT (AND IN ANY IMPLEMENTATION DOCUMENTS ISSUED HEREUNDER) ARE MADE TO, AND FOR THE BENEFIT OF, GAP AND SUPPLIER EXCLUSIVELY AND ARE IN LIEU OF ALL OTHER WARRANTIES. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, SUPPLIER
MAKES AND GAP RECEIVES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 
 Unless otherwise expressly agreed to in a writing executed by the Parties after the Reference Date, Supplier does not warrant uninterrupted or error-free operations of a Service or that Supplier will find or correct
all defects. For the avoidance of doubt, the Parties acknowledge that nothing in the foregoing sentence is intended to waive or restrict Supplier’s express representations, warranties or obligations set forth in this Agreement. 
  

	 	30.	Remedy Waiver 

 This Agreement
utilizes a number of “interim remedies” (including service level remedies, dispute resolution processes, payment withholds, and credit assessment mechanisms) to assist the Parties in effectively addressing performance issues that may arise
during the Term. Gap deems the various remedies as essential tools to its management of this Agreement. Nevertheless, Supplier’s effective ongoing performance is the critical behavior such remedies are designed to achieve. 
 Consequently, recognizing that circumstances may arise in which the imposition of the interim remedies as structured may not fairly
reflect corrective and other efforts made by Supplier, subject to Section 43 (Waiver), Gap’s Chief Information Officer, may, in such individual’s sole discretion waive, in an individual occurrence, Gap’s right to use, or collect
a credit resulting from, such interim remedies. Factors that will be considered by Gap’s Chief Information Officer in assessing whether to waive an interim remedy include: (1) Supplier’s proactive involvement in identifying a problem
before operational impacts are manifested; (2) the timing, quality, and accuracy of communications from Supplier relating to a problem; (3) the speed with which corrective actions are taken and the problem is fixed; (4) the quality of
Supplier’s root cause analysis and the likelihood that appropriate steps have been taken to prevent a reoccurrence of the problem; (5) the quality of Supplier’s overall performance at the 

  

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time the remedy right accrues and during the Term; and (6) the impact of other causal factors, including Gap’s actions or inaction relating to the
problem. 
 Any waiver under this Section must be in writing, expressly state that it is a waiver under this Section, and be
signed by Gap’s Chief Information Officer and the Gap Infrastructure Partnership Executive. 
  

	 	31.	Internal Dispute Resolution 

  

	 	31.1	Intent 

 The Parties shall resolve
their disputes informally to the maximum extent possible. The Parties shall negotiate all matters of joint concern in good faith, with the intention of resolving issues between them in a mutually satisfactory manner. Only disputes within the scope
of this Agreement are subject to this Section. However, nothing in this Section shall preclude the Parties from exercising their termination rights pursuant to Section 33 (Termination) following the period specified in Section 31.2
(Informal Resolution). Each Party shall bear its own attorney’s fees and costs in connection with the internal dispute resolution process; except, to the extent the Parties otherwise agree in writing to incur certain costs to support the
internal dispute resolution process, such costs shall be shared equally by the Parties. The Parties agree all statements made in connection with internal dispute resolution efforts shall not be considered admissions or statements against interest by
either Party. The Parties further agree that they will not attempt to introduce such statements at any later trial, arbitration, or mediation between the Parties. 
  

	 	31.2	Informal Resolution 

 If a dispute
arises under this Agreement, then within seven (7) Business Days after a written request by either Party, Gap’s Infrastructure Partnership Executive and Supplier Outsourcing Relationship Executive shall promptly confer to resolve the
dispute. If these representatives cannot resolve the dispute or either of them determines they are not making progress toward the resolution of the dispute within seven (7) Business Days after their initial conference, then the dispute shall be
submitted to the Gap Chief Information Officer and Supplier Industry Vice President, who shall promptly confer to resolve the dispute. 
  

	 	31.3	Fact Finding Report 

 The Gap
Outsourcing Relationship Executive and Supplier Outsourcing Relationship Executive shall provide the Gap Chief Information Officer and Supplier Industry Vice President with a written description of the dispute, including the particular issues on
which the Parties seek recommendations. 
  

	 	A.	Fact Finding 

  

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 The Gap Chief Information Officer and Supplier Industry Vice President shall engage in
fact finding as required by the dispute and recommend how best to resolve the dispute. The Gap Chief Information Officer and Supplier Industry Vice President may submit written questions to the Parties, may request oral statements, and may review
relevant documents. 
  

	 	B.	Report 

 Within thirty (30) days after
the Gap Chief Information Officer and Supplier Industry Vice President have convened to resolve the dispute, the Gap Chief Information Officer and Supplier Industry Vice President shall cause a joint written report to be prepared, including their
findings of fact and recommendations for resolution. Upon conclusion of the dispute resolution process by the Gap Chief Information Officer and Supplier Industry Vice President, any documentation created by a Party for such dispute resolution
process shall be returned to the Party submitting such documentation and copies shall either be returned or destroyed. 
  

	 	31.4	Dispute Resolution Mandatory 

 The
dispute resolution process provided in this Section 31 (Internal Dispute Resolution) is a prerequisite to the exercise of any judicial remedies available to the Parties (including, any claim for breach of contract pursuant to Section 33.2
(Termination for Cause by Gap) or Section 33.3 (Termination for Cause by Supplier)), except in cases where a Party is seeking injunctive or other equitable relief. 
  

	 	31.5	Applicability To Disputes With Suppliers Other than Supplier 

 At no Charge to Gap, Supplier agrees that on Gap’s written request, it will reasonably participate in dispute resolution in accordance with this Section 31 (Internal Dispute Resolution) with Gap and
Gap’s Third Party Vendors to resolve any disputes between and/or among such vendors, including Supplier and Gap, as to responsibility by any particular vendor for issues arising from warranty and other information system performance obligations
to the extent related to the Services. Neither Party shall be required to submit Proprietary or Confidential Information to such Third Party Vendor(s) unless the Third Party Vendor(s) has executed an appropriate confidentiality or non-disclosure
agreement as to the information that will be disclosed to it in connection with the dispute resolution process. 
  

	 	32.	[Reserved] 

  

	 	33.	Termination 

  

	 	33.1	Change of Control 

 Gap may
terminate this Agreement on one hundred eighty (180) days written notice in the event of the acquisition of all or substantially all of Supplier’s assets, or any 

  

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merger by or with Supplier in which Supplier is not the surviving entity or in which Supplier’s principals do not remain in control of the surviving
entity; provided, however, that Gap must deliver any notice of termination pursuant to this Section 33.1 (Change of Control) within twelve (12) months of the effective date of any such transaction. Notwithstanding the foregoing, Gap shall
be responsible for the Termination Charges for Change of Control as detailed in Exhibit C.6 (Termination for Convenience Fees), and in the event the surviving entity is a Gap Competitor, Gap shall be responsible for Stranded Costs only. 

 

	 	33.2	Termination for Cause by Gap 

 Gap
may terminate this Agreement, in whole or in part, if Supplier: (i) breaches a (1) material obligation, or (2) warranty or representation under this Agreement; and fails to cure such breach within thirty (30) days after written
notice from Gap, (ii) breaches a (1) material obligation, or (2) warranty or representation under the Agreement which is not capable of being cured within thirty (30) days and for which an acceptable plan of correction has not
been submitted within that time; or (iii) commits numerous breaches of its duties or obligations under the Agreement which in the aggregate are material and fails to cure such numerous breaches within thirty (30) days after written notice.
Gap notice shall specify the acts, omissions or events alleged to constitute such material breach and shall state that the notice is being provided in accordance with this Section 33.2 (Termination for Cause by Gap). In the event of
Supplier’s failure to cure such breach, or, as applicable, submit an acceptable plan of correction, within the applicable cure period, Gap may terminate this Agreement as of the date set forth in such written notice, which date of termination
shall in no event be less than thirty (30) days from the date of the notice of termination. 
  

	 	33.3	Termination for Cause by Supplier 

 In the event of a material breach by Gap of its obligations under this Agreement, Supplier shall promptly provide Gap with written notice specifying in detail the acts, omissions or events alleged to constitute such material breach and Gap
shall have thirty (30) days within which to cure such breach or propose a reasonable plan to cure such breach. In the event of Gap’s failure within such thirty (30) day period as the case may be to cure such breach or to propose a
reasonable plan for the cure thereof, Supplier may terminate this Agreement upon written notice to Gap. 
  

	 	33.4	Termination for Insolvency 

 In
addition to Gap’s rights under Section 38 (Bankruptcy and Liquidation), in the event Supplier becomes or is declared insolvent, becomes subject to a voluntary or involuntary bankruptcy or similar proceeding, or makes an assignment for the
benefit of all or substantially of all of its creditors, then in such event Gap may terminate this Agreement on ten (10) days written notice to Supplier. 
  

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	 	33.5	Termination for Failure to Implement Benchmark Adjustments 

 If (1) Supplier fails to adjust its pricing as required under Section 0B (Benchmark Adjustments), or (2) Gap (in its sole discretion) does not accept Supplier’s proposal to reduce its prices to the
Benchmark as set forth in Section 0B(2) (Benchmark Adjustments), Gap may, upon sixty (60) days notice to Supplier, (a) terminate this Agreement, at no fee to Gap, as to the Aggregated Service or Aggregated Services that were not reduced to
the Benchmark, or (b) at Gap’s option, the Agreement as a whole. Notwithstanding the preceding sentence, Gap shall be responsible for Stranded Costs. Gap’s election to terminate under this Section shall be made within one hundred and
eighty (180) days of either (1) Supplier fails to adjust its pricing as required under Section 0B (Benchmark Adjustments), or (2) Gap (in its sole discretion) does not accept Supplier’s proposal to reduce its prices to the
Benchmark as set forth in Section 0B(2) (Benchmark Adjustments). 
  

	 	33.6	Termination for Convenience 

 Gap
may at any time, elect to terminate this Agreement or a Statement of Work as to New Services at its convenience provided it shall, at the time of such election, provide Supplier with one-hundred eighty (180) days notice. In the event of
termination of this Agreement and/or a Statement of Work as to New Services, other than payments for non-cancelable leases and service contracts, Gap shall pay the termination for convenience charges specified in Exhibit C.6 (Termination for
Convenience Fees). 
 Gap may terminate any Non-Recurring Initiative for convenience upon providing Supplier with three
(3) business days prior written notice. Upon any such termination, Gap shall only be liable for any Charges incurred though the effective date of termination and applicable Stranded Contracts and Stranded Assets. 
  

	 	33.7	Termination Assistance 

 After the
effective date of any termination pursuant to this Section 33 (Termination), Supplier shall continue to provide Services in accordance with Section 34 (Termination/Expiration Assistance Services) for which it shall be compensated by Gap as
provided in Section 34.2 (Performance of Services). 
  

	 	33.8	Payment of Fees 

 In the event of
termination under this Section 33 (Termination), Gap agrees to pay to Supplier the Charges for the Services satisfactorily performed by Supplier under this Agreement through the date of actual termination, but shall not pay other charges or
fees related to such termination, unless specifically described in this Section 33 (Termination). 
  

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	 	33.9	Cumulative Remedies 

 The Parties
understand and agree that the rights and remedies available to either Party at law, in equity and/or under this Agreement shall be cumulative and nonexclusive in nature. 
  

	 	34.	Termination/Expiration Assistance Services 

  

	 	34.1	Termination/Expiration Transition Plan 

 Supplier understands and agrees that Gap’s business operations are dependent on the Services, and that Gap’s inability to receive the Services would result in irreparable damages to Gap. Therefore, upon the expiration of this
Agreement or its termination by either Party for any reason, including the breach of this Agreement by the other Party, Termination Assistance Services shall be provided as set forth in this Section 34 (Termination/Expiration Assistance
Services). If no Termination Transition Plan has yet been agreed to at the time of termination, the rights of Gap upon any expiration or termination of this Agreement shall be as set forth in this Section 34 (Termination/Expiration Assistance
Services). If a Termination Transition Plan has been agreed to, then the rights of Gap upon any expiration or termination of this Agreement shall be as set forth in the most recent approved Termination Transition Plan, and also as set forth in this
Section 34 (Termination/Expiration Assistance Services). In the event of any inconsistency between this Section 34 (Termination/Expiration Assistance Services) and the applicable Termination Transition Plan, this Section shall govern. If
no Termination Transition Plan has been agreed to by the Parties at the time of any termination of this Agreement, then Supplier shall provide the professional services staff necessary to provide (1) the Services (as requested by Gap in
accordance with Section 34.3 (Termination Transition Period) at performance standards and Service Levels in effect at the time of termination or expiration, and (2) the Termination Assistance Services. 
  

	 	34.2	Performance of Services 

 Supplier
and Gap acknowledge and agree that their mutual cooperation is important to an effective transition of technology services provided by Supplier to Gap or its designated provider(s). As requested by Gap in accordance with Section 34.3
(Termination Transition Period), Supplier shall provide Gap with all of the Services, including all of the Termination Assistance Services set forth in this Section 34 (Termination/Expiration Assistance Services) and in the then most recent
version of the Termination Transition Plan. Supplier shall have no right to withhold or limit any of the Services (including the Termination Assistance Services) on the basis of any alleged breach of this Agreement by Gap, other than a failure by
Gap to timely pay the amounts due for the Services (including Termination Assistance Services) rendered during the Termination Transition Period (as set forth in Section 34.3 (Termination Transition Period). Gap shall have the right to seek
specific performance of this Section 34 (Termination/Expiration Assistance Services). In addition to the Services as set forth in this Agreement, the Termination Assistance Services shall include, at a minimum, (i) converting 

  

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data; (ii) providing parallel services until transition to a new system, (iii) providing on-site technical support, (iv) cooperating with Gap
or its designated vendor in developing required interfaces, (v) meeting with Gap as soon as practicable after a notice of termination or notice of a decision to not extend this Agreement has been given, to discuss any potential modifications to
the then most current Termination Transition Plan; (vi) using all commercially reasonable efforts to assist Gap in effecting a transition of the Services, in accordance with best practices, to Gap or another vendor chosen by Gap;
(vii) providing the number and types of resources necessary to complete the transition in accordance with the Termination Transition Plan; and (viii) such other services as shall be necessary or appropriate to facilitate, without
interruption to the Services, the orderly transition of the Services to Gap or its new provider of services in accordance with best practices. If Supplier is providing any Services hereunder at the time of such transition utilizing any software
license from a Third Party Vendor, the responsibility for obtaining and paying for the transfer of such licenses shall be in accordance with Section 21 (Consents). Notwithstanding anything in this Agreement to the contrary, Gap shall be
entitled to increase and/or decrease the scope of the Services and Termination Assistance Services in its sole discretion during any Termination Transition Period. Supplier shall be compensated on a time and material basis or fixed fee basis (as
agreed by the Parties) for all Termination Assistance Services by payment by Gap, with respect to time and materials charges, in accordance with the rates set forth in this Agreement or, if applicable rates for time and materials charges are not
contained in this Agreement, and for all fixed fee charges, at commercially reasonable rates, it being understood that the charges for the Termination Assistance Services are not included in the Charges. 
  

	 	34.3	Termination Transition Period 

 Unless otherwise directed by Gap, commencing: (i) six (6) months prior to the expiration of the Agreement; (ii) upon any notice of termination or non-renewal of the Agreement; or (iii) six (6) months prior to any
other ceasing of Service under the Agreement, and continuing for a period defined in the Termination Transition Plan but in no event less than twelve (12) months following the expiration or termination of this Agreement (unless a shorter time
period is requested by Gap), Supplier will continue to provide the Services (including the Termination Assistance Services) as requested by Gap. After such twelve (12) month period (or such shorter time period as requested by Gap), unless
otherwise directed by Gap, Supplier shall provide extensions of the Services (including the Termination Assistance Services) as requested by Gap in serial thirty (30) day extension terms for up to an additional six (6) months (such period,
the “Termination Transition Period”). The total Termination Transition Period shall not exceed eighteen (18) months. 
 In addition to the Services as set forth in this Agreement, the Termination Assistance Services shall include, at a minimum, converting data, providing parallel services until transition to a new system, providing on-site technical support,
cooperating with Gap or its designated vendor in developing required interfaces, and such other services as shall be necessary or appropriate to facilitate, without material or extended interruption to the Services, the orderly transition of the
Services to Gap or its new provider of services in accordance with Supplier’s best practices. Gap shall have the same rights to Software and such other intellectual 

  

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property rights as provided in Section 21.3 (Software, Documentation, and Intellectual Property) during the transition period as it does during the
Term. 
  

	 	34.4	Transition Services 

 Supplier will
provide the following Termination Assistance Services at Gap’s request: 
 A. Supplier shall (i) assist Gap in
developing a written transition plan for the transition of the Services to Gap or Gap’s designee, which plan shall include capacity planning, facilities planning, human resources planning, and data transport/telecommunications planning
necessary to effect the transition, (ii) perform programming and consulting services as requested to assist in implementing the transition plan, (iii) train personnel designated by Gap in the use of any Equipment, Software, materials or
processes to be transferred, (iv) catalog all Software, Gap Data and Equipment used to provide the Services, provide machine readable and printed listings of source code for Software in accordance with Section 21.3 (Software, Documentation
and Intellectual Property) to the extent such source code is generally made available for such Software and assist in its reconfiguration, (v) analyze and report on the space required for the Gap Data and the Software needed to provide the
Services, (vi) assist in the execution of a parallel operation, data migration and testing process until the transition to Gap or Gap’s designee has been successfully completed, (vii) create and provide copies of the Gap Data in the
format and on the media reasonably requested by Gap and, when directed by Gap to do so, delete (and certify in writing such deletion) all Gap Data in Supplier’s possession or control from any tapes or other data storage media, including written
records, in Supplier’s possession or control except archival records as necessary for documentation of Supplier’s engagement with Gap, (viii) provide a complete and up-to-date, electronic copy of the Policy and Procedures Manual, in
the format and on the media reasonably requested by Gap, (ix) identify, and assist Gap in Provisioning, a suitable functionally equivalent replacement for any shared hardware or software then used by Supplier to provide the Services, and
(x) provide other technical assistance as requested by Gap. 
 B. Gap or Gap’s designee shall be permitted to
undertake, without interference from Supplier or Supplier Affiliates (including counter-offers), to hire, effective after the later of the termination of the Term or completion of any Termination Assistance Services, any employees of Supplier or
Supplier Affiliates primarily assigned to the performance of Services within the twelve (12) month period prior to the expiration or termination date by providing Supplier with written notice of its intent to hire any such employees no later
than the latter of (i) forty-five (45) days prior to the expiration of the Term or (ii) forty-five (45) days prior to the completion of any Termination Assistance Period. Supplier shall waive, and shall cause its Affiliates to
waive, their rights, if any, under contracts with such personnel restricting the ability of such personnel to be recruited or hired by Gap or its designee. Gap or its designee shall have reasonable access to such employees of Supplier or Supplier
Affiliates for interviews, evaluations and recruitment. Gap shall conduct the above-described hiring activity in a manner 

  

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that is not unnecessarily disruptive of the performance by Supplier of its obligations under this Agreement or any of the Implementation Agreements.

 C. To the extent Gap or its designee is entitled under Section 21.3 (Software, Documentation and Intellectual
Property) to a license, sublicense or other right to use any Software or other Intellectual Property utilized in performing the Services, Supplier shall provide Gap or its designee with such license, sublicense or other right, including, Source
Materials (where Gap has the right to such Source Materials), Object Code and Documentation related to Software (where Gap has the right to such Documentation), in Supplier’s possession or control in a form reasonably requested by Gap.
Notwithstanding anything in this Agreement to the contrary, Supplier shall have no obligation to provide Gap any Software that is Source Materials other than where the Source Material is Gap Custom Software and/or Gap Modified Software. 

D. Gap or its designee shall have the right (but not the obligation, except as set forth in Sections 3.10B (Failure to Comply with the
Transition-In Plan), 33.1 (Change of Control), 33.4 (Termination for Insolvency), 33.6 (Termination for Convenience), or 33.5 (Termination for Failure to Implement Benchmark Adjustments) upon reasonable notice to purchase any Equipment owned by
Supplier and which, on the date of expiration or termination of this Agreement, Supplier is using on a dedicated basis to perform the Services. In addition, at Gap’s request, Supplier shall use commercially reasonable efforts to provide Gap
with the right to either (i) lease directly from the applicable third party lessor (other than a Supplier Affiliate) any leased Equipment that on the date of expiration or termination of this Agreement Supplier is using on a dedicated basis to
perform the Services, or (ii) assume Supplier’s lease for any such Equipment (other than as to Equipment provided by a Supplier Affiliate); provided that Supplier shall use commercially reasonable efforts to minimize any costs associated
with the exercise of any such right by Gap and any transfer, assumption or termination fees or expenses associated with the exercise of any such right shall be the responsibility of, and paid for by, Gap. Gap shall assume such lease obligations (or
pay for the applicable lease buy-out) if obligated to do so in accordance with Exhibit C.7 (Financial Responsibility Matrix). Gap shall execute such documents as necessary for Supplier to be relieved of Supplier’s obligations under such assumed
leases after the transfer date. In the case of leases entered into specifically to provide the Services, Supplier shall use commercially reasonable efforts to obtain such rights in advance and shall not enter into any such lease not offering such
rights without Gap’s prior written consent, which shall not be unreasonably withheld or delayed (provided that the withholding of consent shall not preclude Supplier from then using a lease not entered into specifically for this engagement to
acquire such Equipment). In all cases, such owned or leased Equipment shall be transferred in good working condition, reasonable wear and tear excepted, as of the expiration or termination date or the completion of any Services associated with such
Equipment requested by Gap under this Agreement, whichever is later. In the case of Supplier-owned equipment, Supplier shall grant to Gap a warranty of title and a warranty that such Equipment is free and clear of all liens and encumbrances. Such
conveyance by Supplier to Gap shall be at net book value (not to exceed fair market value at the time placed in service) calculated in accordance with generally accepted accounting principles using the depreciation schedule customarily used 

  

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by Supplier for the applicable type of equipment (including equipment dedicated to Supplier internal use, used at shared Supplier service facilities and
dedicated to specific Supplier customers). In the case of leased Equipment, Supplier shall represent and warrant that the lease is not in default and that all payments thereunder have been made through the date of transfer. 
 E. Supplier shall return to Gap, if not previously returned, all Gap Equipment, in condition at least as good as the condition thereof on
the Reference Date, ordinary wear and tear excepted. Such Equipment shall be returned at the expiration or termination date or the completion of any Services or Termination Assistance Services associated with such Equipment requested by Gap under
this Agreement, whichever is later. 
 F. Supplier shall inform Gap of Subcontracts or Third Party Vendor contracts primarily
dedicated by Supplier, Supplier Subcontractors or Supplier Affiliates to perform the Services. Gap shall retain the right to contract directly with any such Subcontractor or Third Party Vendor. In addition, Supplier shall use commercially reasonable
efforts to provide Gap with the right to contract directly with any Subcontractor or Third Party Vendor previously utilized by Supplier to perform any Services or to assume Supplier’s contract with such Subcontractor or Third Party Vendor.

 G. In the event that Supplier is able to obtain the right for Gap to assume such Subcontracts and Third Party Vendor
contracts in accordance with the Subsection (F) above, Supplier shall assign the designated Subcontracts and Third Party Vendor contracts to Gap or its designee as of the expiration or termination date or the completion of any Services
associated with such Subcontracts or Third Party Vendor contracts, whichever is later. There shall be no charge or fee imposed by Supplier on Gap related to such assignment and Supplier shall use commercially reasonable efforts to minimize or
eliminate any such charges or fees imposed by any Subcontractors or Third Party Vendor. To the extent charges or fees are imposed by any Subcontractors or Third Party Vendor, such costs shall be paid by Gap. Supplier shall (i) represent and
warrant that it is not in default of such Subcontracts and Third Party Vendor contracts; (ii) represent and warrant that all payments have been made thereunder through the date of assignment; and (iii) notify Gap of any defaults by
Subcontractors or Third Party Vendor contractors with respect to such Subcontracts and Third Party Vendor contracts of which Supplier is then aware. Subject to Supplier’s compliance with the requirements of this subsection, Gap shall represent
and warrant to Supplier that, from the date of assumption, it will assume all contractual responsibilities and liability associated with such Subcontracts and Third Party Vendor contract assigned to Gap hereunder. 
  

	 	35.	Insurance and Indemnity 

  

	 	35.1	Required Insurance Coverage 

 Supplier shall obtain, pay for, and maintain in full force and effect during the term of this Agreement insurance as follows: 
  

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 A. Workers’ compensation and employers’ liability insurance with limits as
required by law or * for each accident, including occupational disease coverage, with a limit of * per person subject to an aggregate limit of * per annum. These policies will contain waivers of the insurer’s subrogation rights against Gap
where permitted by law; 
 B. Commercial general liability insurance, and excess liability insurance coverage, with limits of
* combined single limit for bodily injury, death, and property damage, including personal injury, contractual liability, independent contractors, broad-form property damage, and products and completed operations coverage; 
 C. Commercial automobile liability insurance with limits of not less than * for each occurrence combined single limit of liability for
bodily injury, death, and property damage, including owned and non-owned and hired automobile coverages, as applicable; 
 D.
Professional Liability Insurance (Errors and Omissions) with limits of * annual aggregate for all claims each policy year for technology errors and omissions. This coverage should not exclude Virus Liability, Intellectual Property Liability, Denial
of Electronic Access Liability, Electronic Information Damage Liability, liabilities assumed under contract, and direct damages; 
 E. All Risk Property Liability Insurance with limits not less than the full replacement cost value of Supplier’s Equipment situated at a Gap Site during the Term of the Agreement; and 
 F. Employee Dishonesty and Computer Fraud Insurance with limits not less than * per occurrence. 
  

	 	35.2	Claims Made Coverages 

 To the
extent any insurance coverage required under this Section 35 (Insurance and Indemnity) is purchased on a “claims-made” basis, such insurance shall cover all prior acts of Supplier during the Term of this Agreement and for at least two
(2) years after the Term of the Agreement. 
  

	 	35.3	Certificates Of Insurance 

 Certificates of insurance evidencing all coverages described in this Section 35 (Insurance and Indemnity) shall be furnished to the Gap within two (2) weeks of the Reference Date with the following endorsements: 
 A. In the name of The Gap, Inc., its officers, directors and employees, and its Affiliates as additional insureds limited to coverage B
(Commercial General Liability 


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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 Insurance) and C (Commercial Automobile Liability Insurance) in Section 35.1 (Required Insurance
Coverage) above where allowable by country law; 
 B. To provide that each of the policies is primary insurance, not
contributing, with respect to any other insurance available to Gap as to any claim for which coverage is afforded under the policy, except for coverage D (Professional Liability Insurance) and F (Employee Dishonesty and Computer Fraud Insurance) in
Section 35.1 (Required Insurance Coverage) above and will be limited in other areas of coverage to the acts omissions of Supplier in the performance of this agreement; 
 C. To provide that the policy shall apply separately to each insured against whom a claim is made or suit is brought (required for
Comprehensive General Liability, and Automobile Liability only where allowable by country law); and 
 D. The Gap, Inc., its
officers, directors, employees, or its Affiliates shall be named as a “Loss Payee” under All Risk Property Insurance, as respects their interest in the property insured. 
 None of the requirements contained herein as to types, limits and approval of insurance coverage to be maintained by Supplier are intended
to and shall not in any manner limit or qualify the liabilities and obligations assumed by Supplier under this Agreement. Receipt of any certificate showing less coverage than requested is not a waiver of Supplier’s obligation to fulfill its
requirements. Supplier may utilize reasonable deductibles given its size and financial stability. Supplier will be responsible to pay any loss amount that lie within its deductible, up to the maximum amount of the deductible. 
  

	 	35.4	Subcontractors To Be Insured 

 Supplier shall require all of its Subcontractors to carry insurance coverages and limits as agreed to and approved in writing by Gap, and shall require all such insurance policies to name Gap, its officers and employees as additional
insureds limited to coverage B and C in Section 35.1 (Required Insurance Coverage) above where allowable by country law. 
  

	 	35.5	Cancellation Or Lapse Of Insurance 

 Supplier shall give thirty (30) days prior written notice to Gap of cancellation, non-renewal, or material change in coverage, scope, or amount of any policy, except it shall provide timely written notice of cancellation, non-renewal,
or material change in coverage, scope, or amount of any policy for Professional Liability and Crime insurance policies referenced above. 
  

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	 	35.6	Other Insurance Requirements 

 Whenever commercially reasonable or possible, insurance policies required hereunder shall be issued by insurance companies: (i) authorized to do business in the State of California; and (ii) with a financial rating of at least an
A10 status as rated in the most recent edition of Best’s Insurance Reports except for “All-Risk” property insurance above which supplier can self insure; provided that Gap shall be afforded protection in the same manner and to the
same extent it would have been covered had Supplier obtained such coverage through a third party insurer. Should Supplier decide to purchase coverage that is at the time self insured by Supplier, it is agreed that this Agreement shall be considered
an insured contract under such policy. 
  

	 	35.7	General Indemnity 

  

	 	A.	Supplier’s Indemnity 

 (1) At
Supplier’s expense and as described herein, Supplier agrees to defend and indemnify (as set forth in (2) below) Gap, its Affiliates, and its subcontractors (and their respective directors, officers, agents, and employees) from and against
any third party claims, actions, or proceedings (and liability, damages, costs, or expenses arising under such third party claims, actions, or proceedings) arising out of, or in connection with, any alleged act or failure to act by Supplier or its
directors, officers, agents, or employees which has caused, or which is alleged to have caused (including, without limitation, negligent or willful misconduct): (i) any injury to any person or persons or damage or loss to tangible property,
(ii) a breach the provisions of Sections 36.3 (Non-Disclosure and Non-Use), 0 (Treatment of Gap Data), 36.6 (Return of Proprietary or Confidential Information), 36.7 (Solicitation of Gap Customers) and 36.9 (Residual Knowledge) relating to
Supplier’s use of confidential information owned or controlled by Gap, or (iii) Supplier’s breach of a Supplier Regulatory Requirement set forth in Section 29.11 (Compliance with Laws) ((i), (ii), and (iii) above are
individually each, and collectively all, referred to for purposes of this Section 35.7A (Supplier’s Indemnity) as “Supplier Third Party Claim(s)”). For avoidance of doubt, if a Gap employee suffers personal injury because of
Supplier and brings a claim in his or her individual capacity, then such claims shall be deemed a third party claim. 
 (2)
Supplier shall pay all amounts that a court finally awards to a third party or that Supplier agrees to in settlement with a third party of any such Supplier Third Party Claim(s), as well as any and all reasonable attorneys’ fees and costs of
investigation arising from such Supplier Third Party Claim(s) incurred by Gap or any other party indemnified under this Section 35.7A (Supplier’s Indemnity) associated with such Supplier Third Party Claim and incurred prior to
Supplier’s assumption of the defense against any Supplier Third Party Claim. After Supplier assumes the defense against any Supplier Third Party Claim in accordance with this Section, Supplier shall not be responsible for the payment of
expenses or charges incurred by Gap in connection with such Supplier Third Party Claim, except: 
 (a) to the extent Supplier
pre-approves any such charge or expense after Supplier assumes control of the defense of such Supplier Third Party Claim, provided such approval by Supplier is not to be unreasonably withheld; or 
  

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 (b) charges or expenses incurred by Gap in connection with the cooperation by any Gap
employee with Supplier’s defense to the extent such cooperation materially disrupts or interferes with the performance of such employee’s job, in which case Supplier shall reimburse Gap for the employee’s actual expenses and time at a
rate to be agreed to by the Parties in advance. 
 (3) Supplier’s obligation to defend and indemnify Gap, as applicable,
pursuant to this Agreement shall be subject to Gap having given Supplier prompt written notice of the claim or of the commencement of the related action, as the case may be, and information and reasonable assistance, at Supplier’s expense, for
the defense or settlement thereof. Supplier shall have sole control of the defense and settlement of such claim or related action, provided that Supplier shall not settle such claim or related action in a manner which imposes any obligation on Gap
without the prior written consent of Gap. Gap shall be entitled to engage counsel at its sole expense to consult with Supplier with respect to the defense of the claim and related action. 
  

	 	B.	Gap’s Indemnity 

 (1) At Gap’s
expense and as described herein, Gap agrees to defend and indemnify (as set forth in (2) below) Supplier, its Affiliates, and its Subcontractors (and their respective directors, officers, agents, and employees) from and against any third party
claims, actions, or proceedings (and liability, damages, costs, or expenses arising under such third party claims, actions, or proceedings) arising out of, or in connection with, any alleged act or failure to act by Gap or its directors, officers,
agents, or employees which has caused, or which is alleged to have caused (including, without limitation, negligent or willful misconduct): (i) any injury to any person or persons or damage or loss to tangible property, (ii) a breach the
provisions of Sections 36.3 (Non-Disclosure and Non-Use), 36.6 (Return of Proprietary or Confidential Information), and 36.9 (Residual Knowledge) relating to Gap’s use of confidential information owned or controlled by Supplier, or
(iii) Gap’s breach of a Gap Regulatory Requirement set forth in Section 29.11 (Compliance with Laws) ((i), (ii), and (iii) above are individually each, and collectively all, referred to for purposes of this Section 35.7B
(Gap’s Indemnity) as “Gap Third Party Claim(s)”). For avoidance of doubt, if a Supplier employee suffers personal injury because of Gap and brings a claim in his or her individual capacity, then such claims shall be deemed a third
party claim. 
 (2) Gap shall pay all amounts that a court finally awards to a third party or that Gap agrees to in
settlement with a third party of any such Gap Third Party Claim(s), as well as any and all reasonable attorneys’ fees and costs of investigation arising from 

  

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such Gap Third Party Claim(s) incurred by Supplier or any other party indemnified under this Section 35.7B (Gap’s Indemnity) associated with such
Gap Third Party Claim and incurred prior to Gap’s assumption of the defense against any Gap Third Party Claim. After Gap assumes the defense against any Gap Third Party Claim in accordance with this Section, Gap shall not be responsible for the
payment of expenses or charges incurred by Supplier in connection with such Gap Third Party Claim, except: 
 (a) to the
extent Gap pre-approves any such charge or expense after Gap assumes control of the defense of such Gap Third Party Claim, provided such approval by Gap is not to be unreasonably withheld; or 
 (b) charges or expenses incurred by Supplier in connection with the cooperation by any Supplier employee with Gap’s defense to the
extent such cooperation materially disrupts or interferes with the performance of such employee’s job, in which case Gap shall reimburse Supplier for the employee’s actual expenses and time at a rate to be agreed to by the Parties in
advance. 
 (3) Gap’s obligation to defend and indemnify Supplier, as applicable, pursuant to this Agreement shall be
subject to Supplier having given Gap prompt written notice of the claim or of the commencement of the related action, as the case may be, and information and reasonable assistance, at Gap’s expense, for the defense or settlement thereof. Gap
shall have sole control of the defense and settlement of such claim or related action, provided that Gap shall not settle such claim or related action in a manner which imposes any obligation on Supplier without the prior written consent of
Supplier. Supplier shall be entitled to engage counsel at its sole expense to consult with Gap with respect to the defense of the claim and related action. 
  

	 	35.8	Damage to Gap Facilities, Buildings, or Grounds 

 Supplier shall repair, or cause to be repaired, at its own cost, any and all damage to Gap’s facilities, buildings or grounds caused by Supplier or employees or agents of Supplier. Such repairs shall be made
immediately after Supplier has become aware of such damage, but in no event later than thirty (30) days after the occurrence. If Supplier fails to make timely repairs, Gap may make any necessary repairs. All reasonable costs incurred by Gap, as
determined by Gap, for such repairs shall be repaid by Supplier by cash payment upon demand, or without limitation of all Gap’s other rights and remedies provided by law or under this Agreement, Gap may deduct such costs from any amounts due to
Supplier from Gap under this Agreement. 
  

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	 	35.9	Indemnities Throughout Agreement 

 It is understood and agreed by the Parties that Supplier’s indemnification obligations are set forth throughout this Agreement and are not confined to this Section 35 (Insurance and Indemnity). Furthermore, Gap shall approve in
writing any attorney Supplier selects to represent Supplier for any indemnification claim under this Agreement. 
  

	 	36.	Confidentiality 

  

	 	36.1	Definition of Proprietary or Confidential Information 

 “Proprietary or Confidential Information” shall mean, with respect to a Party hereto, all information or material that: (i) is either (a) marked “Confidential,” “Restricted,”
“Proprietary,” or with some other, similar, marking, (b) known by the Parties to be considered confidential and proprietary, or (c) from all the relevant circumstances should reasonably be assumed (1) to be confidential and
proprietary; (2) to give the Disclosing Party a competitive business advantage, or (3) to be detrimental to the interest of the Disclosing Party if disclosed; and (ii) any unpublished information concerning research activities and
plans, customers, marketing, business plans, or sales plans, product development or time to market, sales forecasts or results of marketing efforts, pricing or pricing strategies, costs, operational techniques, strategic plans, and unpublished
financial information, including information concerning revenues, profits and profit margins will be deemed proprietary and confidential to the Disclosing Party, regardless of whether such information under this subpart (ii) of this Section was
disclosed intentionally or unintentionally or marked as “confidential” or “proprietary”. Provided, however, that Proprietary or Confidential Information may also be used as otherwise expressly permitted by license or otherwise in
this Agreement. 
  

	 	36.2	Exclusions 

 Proprietary or
Confidential Information will not include any information or material, or any element thereof, whether or not such information or material is Proprietary or Confidential Information for the purposes of this Agreement, to the extent any such
information or material, or any element thereof: 
 (a) has previously become or is generally known, unless it has become
generally known through a breach of this Agreement or a similar confidentiality or non-disclosure agreement; 
 (b) was
already rightfully known to the Party receiving such information (the “Receiving Party”) prior to being disclosed by or obtained from the Party (or its agents or affiliates) disclosing such information (the “Disclosing Party”) as
evidenced by written records kept in the ordinary course of business of or by proof of actual use by the Receiving Party; 
  

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 (c) has been or is hereafter rightfully received by the Receiving Party from a third
person (other than the Disclosing Party) without restriction or disclosure and without breach of a duty of confidentiality to the Disclosing Party; or 
 (d) as been independently developed by the Receiving Party without access to Proprietary or Confidential Information of the Disclosing Party. 
 It will be presumed that any Proprietary or Confidential Information in a Receiving Party’s possession is not within exceptions (b),
(c) or (d) above, and the burden will be upon the Receiving Party to prove otherwise by records and documentation. 
  

	 	36.3	Non-Disclosure and Non-Use 

 The
Parties agree, both during the Term of this Agreement and for a period of * after termination of this Agreement, to hold each other’s Proprietary or Confidential Information in strict confidence; provided, however, that as to any portion of the
Disclosing Party’s Confidential Information that constitutes a trade secret under applicable law, the obligations of this Section will continue for as long as the information continues to constitute a trade secret under applicable law. Each
Party recognizes the importance of the other’s Proprietary or Confidential Information. In particular, each Party recognizes and agrees that the Proprietary or Confidential Information of the other is critical to their respective businesses and
that neither Party would enter into this Agreement without assurance that such information and the value thereof will be protected as provided in this Section 36 (Confidentiality) and elsewhere in this Agreement. Accordingly, each Party agrees
as follows: 
 (a) The Receiving Party will hold any and all Proprietary or Confidential Information it obtains in accordance
with the standards it employs with respect to its own confidential information (but in no event less than a reasonable standard) and will use and permit use of Proprietary or Confidential Information solely for the purposes of this Agreement; and

 (b) The Receiving Party may disclose or provide access to its responsible employees who have a need to know and may make
copies of Proprietary or Confidential Information only to the extent reasonably necessary to carry out its obligations hereunder. 
 The Receiving Party will notify the Disclosing Party immediately of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in and ownership of its Proprietary or Confidential
Information. 


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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	 	36.4	Treatment of Gap Data 

 The Gap Data
is and shall remain the property of Gap and Gap shall retain exclusive rights and ownership of the Gap Data. Without limiting any other warranty or obligation specified in this Agreement, and in particular the confidentiality provisions of this
Section 36 (Confidentiality), during the Term (and with respect to PHI, as defined below, and personally identifiable employee information, thereafter in perpetuity), Supplier will not gather, store, log, archive, use or otherwise retain (with
the exception of Service Level Agreement information and as otherwise required to meet the audit obligations of this Agreement) any Gap Data or protected health information (as such term is defined in the Health Insurance Portability and
Accountability Act of 1996 (“HIPAA”)) (“PHI”) in any manner and will not disclose, distribute, sell, share, rent or otherwise transfer any Gap Data to any third party, except as expressly provided in this Agreement or as Supplier
may be expressly directed in advance in writing by Gap. Supplier represents, covenants, and warrants that Supplier will use Gap Data and PHI only in compliance with (i) this Agreement, (ii) Gap’s then current privacy policies and
(iii) all applicable laws (including but not limited to applicable policies and laws related to spamming, privacy (including HIPAA and the laws implementing the EU Privacy Directive), and consumer protection). 
  

	 	36.5	Compelled Disclosures 

 To the
extent required by applicable law or by lawful order or requirement of a court or governmental authority having competent jurisdiction over the Receiving Party, the Receiving Party may disclose Proprietary or Confidential Information, including Gap
Data, in accordance with such law or order or requirement, subject to the following conditions: as soon as possible after becoming aware of such law, order or requirement and prior to disclosing Proprietary or Confidential Information, including Gap
Data, pursuant thereto, the Receiving Party will so notify the Disclosing Party in writing and, if possible, the Receiving Party will provide the Disclosing Party notice not less than five (5) Business Days prior to the required disclosure. The
Receiving Party will use reasonable efforts not to release Proprietary or Confidential Information, including Gap Data, pending the outcome of any measures taken by the Disclosing Party to contest, otherwise oppose or seek to limit such disclosure
by the Receiving Party and any subsequent disclosure or use of Proprietary or Confidential Information, including Gap Data, that may result from such disclosure. The Receiving Party will cooperate with and provide assistance to the Disclosing Party
regarding such measures. Notwithstanding any such compelled disclosure by the Receiving Party, such compelled disclosure will not otherwise affect the Receiving Party’s obligations hereunder with respect to Proprietary or Confidential
Information, including Gap Data, so disclosed. Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge that confidentiality requirements herein do not preclude disclosures with regard to tax treatment or tax structure of
transactions under this Agreement. 
  

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	 	36.6	Return of Proprietary or Confidential Information 

 On either Party’s written request or upon expiration or termination of this Agreement for any reason, the Receiving Party will promptly: 
  

	 	(a)	return or destroy, at requester’s option, all originals and copies of all documents and materials it has received containing requester’s Proprietary or Confidential
Information, including Gap or Supplier Data as applicable; and 

  

	 	(b)	deliver or destroy, at requester’s option, all originals and copies of all summaries, records, descriptions, modifications, negatives, drawings, adoptions and other documents
or materials, whether in writing or in machine-readable form, prepared by Supplier, prepared under its direction, or at its request from the documents and materials referred to in subparagraph (a), and provide a notarized written statement to
requester certifying that all documents and materials referred to in subparagraphs (a) and (b) have been delivered to requester or destroyed, as requested by requester. 

  

	 	36.7	Solicitation of Gap Customers 

 During the Term and thereafter in perpetuity, Supplier agrees not to use the Gap Data, whether directly or indirectly, to target or solicit Gap customers and business partners, as such, on behalf of itself or any third party, including, on
behalf of entities in direct competition with Gap or commit any other act or assist others to commit any other act which might injure the business of Gap. Supplier agrees that it will not use or sell to others lists containing information obtained
in connection with this Agreement about any Gap customers. Nothing contained herein shall preclude Supplier from providing services to any Gap customers or business partners who independently contact Supplier, who are responding to a general
solicitation of Supplier, or are contacted by Supplier based on information independently derived by Supplier. 
  

	 	36.8	Nonexclusive Equitable Remedy 

 Each
Party acknowledges and agrees that due to the unique nature of Proprietary or Confidential Information, including Gap Data, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach or threatened breach
may result in irreparable harm to such Party, and therefore, that upon any such breach or any threat thereof, each Party will be entitled to seek appropriate equitable and injunctive relief from a court of competent jurisdiction without the
necessity of posting any undertaking or bond. Any breach of the confidentiality obligations under this Section 36 (Confidentiality) will constitute a material breach of this Agreement and be grounds for immediate termination of this Agreement


  

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in the exclusive discretion of the non-breaching Party; such termination to be effective upon written notice to the other Party. 
  

	 	36.9	Residual Knowledge 

 Provided * the
patent rights, copyrights, trademarks or service marks of the Disclosing Party or third parties who have licensed or provided materials to the Disclosing Party, * relating to the Services (collectively, “Residual Knowledge”) retained by an
individual without reference, within * of the use of such Residual Knowledge, to any writing, whether written or electronic, and which either Party, individually or jointly, develops or discloses under this Agreement. Proprietary and Confidential
Information that the Recipient Party’s personnel deliberately commit to memory *. This Section shall not apply to personally identifiable employment information. Other than as set forth herein, nothing contained in this Section gives * the:
(i) * of the Residual Knowledge, (ii) the Disclosing Party’s *, or (iii) the Disclosing Party’s *. 
  

	 	37.	Audit, Inspection, and Examination of Records 

  

	 	37.1	Maintenance of Books and Records 

 Supplier shall maintain accurate and complete financial records of its activities and operations relating to this Agreement in accordance with generally accepted accounting principles. Supplier shall also maintain accurate and complete
corporate documents, contractual agreements, employment agreements, and all other documents, agreements, and records relating to this Agreement. Supplier shall promptly make available to Gap a summary of the results of any reviews or audits
conducted by Supplier, its Affiliates, Subcontractors or their agents or representatives (including internal and external auditors), relating to Supplier’s operating practices and procedures to the extent relevant to the Services or Gap.

  

	 	37.2	Audits Authorized by Gap 

 Supplier
agrees that Gap, (i) Gap’s governmental regulators, (ii) Gap’s internal auditors, or (iii) Gap’s external auditors which are not direct competitors of Supplier in the IT outsourcing business and have been retained on a
non-contingent basis (which such direct competitors shall not be deemed to include the accounting division of accounting firms) (collectively, the “Permitted Auditors”) shall have access to any Supplier Service Locations and
Supplier’s Subcontractors’ locations, and any of Supplier’s or Supplier’s Subcontractor’s agents, employees or representatives, and the right to examine and audit such Supplier Service Locations and Supplier’s
Subcontractors’ locations, and to examine and audit any and all pertinent documents, records, agreements, transaction, activity, or records relating to the provision of Services under this Agreement for the purpose of: (a) verifying the
accuracy of Charges and 


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 invoices; (b)cooperating with audits and examinations by Gap’s regulatory authorities;
(c) validating performance by Supplier of its obligations as required by this Agreement; (d) the conduct of Supplier operations and procedures; (e) validating compliance with Section 29.11 (Compliance with Laws);
(f) validating compliance with Gap’s Policies and Procedures; (g) validating Suppliers compliance with Gap’s Sarbanes-Oxley Reporting Requirements and Process (h) assisting Gap with its compliance with the Sarbanes-Oxley
Corporate Reform Act; (i) the functionality of the Gap IT Environment; and (j) validating Supplier’s compliance with Supplier’s security obligations under this Agreement. Supplier shall provide to such auditors and agents any
assistance they may reasonably require in connection with such audits and inspections. All such material, including, all documents, agreements, financial records, time cards and other employment records shall be kept and maintained by Supplier and
Supplier’s contractors and shall be made available to Gap during the Term and for a period of five (5) years thereafter unless Gap’s written permission is given to dispose of any such material prior to such time. Such audit shall take
place two times per year or more frequently in the event Gap finds a material discrepancy on any audit. The Permitted Auditors shall execute a confidentiality agreement with Gap with provisions which allow Gap to comply with its obligations to
Supplier hereunder prior to commencing any audit or examination, and shall comply with Supplier’s reasonable security requirements. Except as set forth in Section 37.3 (Audit Settlements) below, Gap shall pay any costs and expenses which
are payable to the Permitted Auditors. As necessary to conduct the audit, the Permitted Auditors shall have the right to excerpt, copy, or transcribe any and all pertinent documents, agreements, transaction activity, or records relating to the
provision of the Services under this Agreement. 
 In Supplier’s provision of access for the foregoing purposes, Supplier
shall not be obilgated to provide such access rights to the extent such access would constitute an unlawful invasion of the privacy rights of any Supplier’s, Supplier’s Affiliates’, or Supplier’s Subcontractors’ employees
and would, in the reasonable opinion of Supplier, subject Supplier, Supplier’s Affiliates, or Supplier’s Subcontractors to legal liability arising solely as a result of providing such access. Supplier shall provide to Gap, or individuals
or entities authorized by Gap, reasonable office facilities at Supplier’s, Supplier’s Affiliate’s, or Supplier’s Subcontractor’s locations adequate for Gap to exercise its rights under this Section. Neither Gap nor its
Permitted Auditors shall have access to Supplier’s costs data or to confidential or proprietary information of any of Supplier’s other customers. 
 Audits will be conducted (1) expeditiously, efficiently, and at reasonable business hours; and (2) upon reasonable prior written notice, excepting physical security audits, which may be conducted without
notice. 
  

	 	37.3	Audit Settlements 

 If any audit
reveals that Supplier is not in compliance with any generally accepted accounting principle or other requirement of this Agreement, Supplier and Gap shall promptly meet to review the audit report, and shall mutually agree upon an appropriate and
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suggested by the audit at Supplier’s cost and expense. If corrective action is suggested by an auditor or regulatory authority, and mutually agreed to
by the Parties in accordance with the preceding sentence as a Supplier responsibility, Supplier shall implement such corrective action (at its cost and expense) within the period of time specified by such auditor or regulatory authority. If, at any
time during or after the Term, a Permitted Auditor conducts an audit of Supplier regarding the work performed under this Agreement, and if the results of such audit find that Gap’s dollar liability for any such work is less than payments made
by Gap to Supplier for the work that is the subject of the audit then the difference plus the net present value of the difference as incurred calculated using an interest rate equal to * at the time of audit finding (“Cost of Funds”),
which amounts shall be either repaid by Supplier to Gap by cash payment upon demand or, at the sole option of Gap, deducted from any amounts due to Supplier from Gap, whether under this Agreement or otherwise. If the results of such audit find that
Gap’s dollar liability for any such work is less than payments made by Gap to Supplier for the work that is the subject of the audit by * or more, then Supplier shall also pay Gap’s reasonable costs of audit associated with discovering
such difference as provided above. Notwithstanding the foregoing, (1) Supplier shall be required to pay for the audit up to the amount of the difference, and (2) all amounts of the audit in excess of the difference shall be split equally
among the Parties. Supplier shall not be responsible to pay the Cost of Funds as to audits conducted thirty (30) months or more after an overcharge occurred. 
  

	 	37.4	Internal Audits 

 In addition to the
audits authorized by Gap as set forth above, to the extent Supplier performs any assessment or an internally conducted audit of its business and operations to evaluate its compliance with Gap’s Policies and Procedures and/or Supplier’s
Service delivery or account management, Supplier shall provide Gap with a written report outlining the results of the audit or assessment. 
 At Supplier’s sole cost and expense, Supplier shall cooperate with Gap on SAS 70 Type II audits and on Sarbanes-Oxley related documentation and/or testing activities at the Gap Sites. At Supplier’s sole cost
and expense, Supplier shall provide a multi-client SAS 70 Type II covering the common processes performed by Supplier in delivering, controlling and governing client accounts from an independent third party auditor. Supplier shall perform the SAS 70
Type II audit either (i) on a quarterly basis, or (ii) on an annual basis with quarterly updates throughout the year. Supplier shall provide Gap with an electronic and written copy of the SAS 70 Type II audit opinion within sixty
(60) days after the completion of (i) the annual or quarterly SAS 70 Type II audit, and (ii) all updates thereto (if annual audit option is elected by Supplier). Supplier shall retain, in its sole discretion, either
PricewaterhouseCoopers, Ernst & Young, Deloitte & Touche or KPMG for purposes of performing the SAS 70 Type II audit under this Section 37.4 (Internal Audits), unless otherwise agreed by the Parties in writing. 
 If a SAS 70 Type II audit reveals a significant deficiency in Supplier’s implementation of a control specified in Exhibit O (Sarbanes
Oxley Reporting Requirements and 


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 Process), Supplier shall notify Gap promptly upon being advised of such significant deficiency, provide
the audit report to Gap within the time provided above, and within fifteen (15) days of receipt by Supplier of the audit, initiate such corrective action (at its cost and expense) as necessary to remediate the subject control(s) and have the
control(s) re-audited and validated by the auditor as functioning effectively. In the event Supplier has not delivered to Gap a supplemental audit report reflecting that the significant deficiency have been corrected on or before September 30
of the applicable Contract Year, then Supplier shall reimburse Gap *. 
  

	 	38.	Bankruptcy and Liquidation 

 In the
event Supplier shall: (1) make an assignment for the benefit of creditors, or petition or apply to any tribunal for the appointment of a custodian, receiver, or trustee for all or a substantial part of its assets; (2) commence any case,
proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction whether now or hereafter in effect; (3) have had any such petition or application filed or any
such case or proceeding commenced against it in which an order for relief is entered or an adjudication or appointment is made, and which is not dismissed for a period of sixty (60) days or more; (4) take any corporate action indicating
its consent to, approval of, or acquiescence in any such petition, application, proceeding, or order for relief or the appointment of a custodian, receiver, or trustee for all or substantial part of its assets; or (5) permit any such
custodianship, receivership, or trusteeship to continue undischarged for a period of sixty (60) days or more causing Supplier or any third party, including, a trustee in bankruptcy, to be empowered under state or federal law to reject this
Agreement or any agreement supplementary hereto, Gap shall have the following rights: 
 A. In the event of a rejection of
this Agreement or any agreement supplementary hereto, Gap shall be permitted to retain and use any back-up or archival copies of the Intellectual Property under this Agreement for the purpose of enabling it to mitigate damages caused to Gap because
of the rejection of this Agreement. Gap shall exert reasonable efforts to mitigate such damages by use of such back-up or archival copies. 
 B. In the event of a rejection of this Agreement or any agreement supplementary hereto, Gap may elect to retain its rights under this Agreement or any agreement supplementary hereto as provided in Section 365(n)
of the Bankruptcy Code. Upon written request of Gap to, as applicable, Supplier or the bankruptcy trustee or receiver, Supplier or such bankruptcy trustee or receiver shall not interfere with the rights of Gap as provided in this Agreement or in any
agreement supplementary hereto to obtain the Source Material(s) from the bankruptcy trustee or from a third-party escrow agent and shall, if requested, cause a copy of such Source Material(s) to be available to Gap. 


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 C. Supplier acknowledges and agrees that in the event of Supplier’s bankruptcy:

 (1) any and all property belonging to Gap of any nature whatsoever, including Gap Intellectual Property, Custom
Intellectual Property, Gap Data, and Gap Proprietary or Confidential Information, in Supplier’s possession or under Supplier’s control shall not constitute part of Supplier’s estate in bankruptcy under Section 541 of the
Bankruptcy Code; and 
 (2) in addition to any other rights and remedies of Gap as stated herein, to the maximum extent
permitted by law, Gap will have the immediate right to retain and take possession for safekeeping any and all property belonging to Gap of any nature whatsoever, including Gap Intellectual Property, Custom Intellectual Property, Gap Data and Gap
Proprietary or Confidential Information, in Supplier’s possession or under Supplier’s control until such time as the trustee or receiver in bankruptcy can provide Gap with adequate assurances and evidence to Gap that all of Gap’s
property will be protected from sale, release, inspection, publication or inclusion in any publicly accessible record, document, material or filing. Supplier and Gap agree that without this material provision, Gap would not have entered into this
Agreement. 
  

	 	39.	Assignment and Merger 

  

	 	39.1	Assignment 

 Neither Party may
assign this Agreement without the prior written consent of the other, except that Gap may assign its rights and obligations under the Agreement without the approval of Supplier (i) to an entity which acquires all or substantially all of the
assets of Gap; or (ii) to any subsidiary or Affiliate provided, however, with respect to this subsection (ii), Gap remains fully liable for and is not relieved from the full performance of its obligations hereunder (including the obligations
accruing after such assignment); or (iii) to any successor in a divestiture, merger, or acquisition of all or substantially all of the shares of Gap. Any assignment by Gap as permitted herein must: (1) be in writing; and (2) contain a
written acknowledgement of the assignee that it is accepting all obligations of Gap under this Agreement, and agrees to be bound by and discharge each of the Agreement’s terms, conditions, and obligations as if it were the original Party
hereto. 
  

	 	39.2	Separation 

 In connection with the
sale, transfer, or other disposition of any of Gap’s Affiliates, lines of business, or business units for which Supplier was providing Services at the time of sale, transfer, or other disposition, such successor entity shall be entitled to
continue to receive Services under the terms of this Agreement for a period of up to twenty-four (24) months after the closing date of such transaction. Gap will remain liable for all its obligations under the Agreement including, payment of
all Charges relating to such entity’s use of the Services and unique one-time charges (such as obtaining additional consents or licenses) resulting from the sale, transfer or other disposition to a third party, which Charges are not otherwise
included in Exhibit C (Fees and Resource Baselines). Gap shall be entitled to terminate any or all such 

  

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Services upon thirty (30) days written notice to Supplier. There shall be no termination fee or penalty to Gap or a successor entity arising from the
exercise of Gap’s rights hereunder. Notwithstanding the foregoing, in the event Gap terminates one or more Services provided by Supplier under this Agreement, but not the entire Agreement, Gap shall pay redeployment costs that may be incurred
as a result of such termination provided that Supplier provides Gap in advance with a reasonable written identification and estimate of such costs. In addition to the Services set forth in Section 34 (Termination/Expiration Assistance
Services), as part of such separation, Supplier shall provide Gap with separation support including assessments, transition planning, and migration support. 
  

	 	39.3	Acquisitions and Mergers by Gap 

 If
Gap acquires, or merges with, an entity contracting for services from Supplier, Supplier and the several entities will negotiate in good faith in an attempt to integrate the service being provided by Supplier to the several entities in order to
reach a mutually beneficial agreement for Supplier and the several entities, including, reducing redundancies, increasing efficiencies, and migrating the entities to a unified platform. In the event the Parties reach an agreement, there shall be no
early termination or other penalty under the several entities’ existing agreement(s). In the event of an acquisition or merger in accordance with this Section 39.3 (Acquisitions and Mergers by Gap), Supplier shall provide the Services
required pursuant to Section 15 (Ongoing Business Divestitures and Acquisitions) of Exhibit A.2 (Cross Functional Services). 
  

	 	40.	Extraordinary Events 

  

	 	40.1	Defined 

 As used in this Agreement,
an “Extraordinary Event” shall mean a circumstance in which an event or discrete set of events has occurred or is planned with respect to the business of Gap that results or will result in a change in the scope, nature or volume of the
Services that Gap will require from Supplier, and which is expected to increase or decrease Gap’s utilization of any billable Resource Unit by * or more, and such changes persist or are expected to continue for * or more months. 
 Examples of the kinds of events that might cause such substantial increases or decreases include: 
 A. changes in locations where Gap operates, including plant closures; 
 B. changes in products of, or in markets served by, Gap; 
 C. mergers, acquisitions or divestitures by Gap; 
 D. changes in the method of service delivery; 


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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 E. changes in market priorities or market conditions; or 
 F. changes in the number of business units being serviced by Supplier that were not anticipated as of the Reference Date. 
  

	 	40.2	Extraordinary Event Pricing 

 If an
Extraordinary Event occurs, *. Supplier and Gap shall determine the efficiencies, economies, and savings resulting from such Extraordinary Event and Supplier shall implement such efficiencies, economies or savings in accordance with a mutually
agreed to Statement of Work. Charge adjustments shall be based on * (including *) and related *, and shall be phased in accordance with the Statement of Work as required to pass through to Gap the full benefit of the efficiencies, economies, and
savings. An Extraordinary Event shall not result in Charges to Gap being * than such Charges would have been if the * had been applied, unless and to the extent such Extraordinary Event results in New Services (e.g., Gap requires that Supplier
create a new infrastructure to support an acquired entity). Gap may, at its sole option, elect at any time to forego its rights under this Section 40 (Extraordinary Events) and instead, apply the *. 
  

	 	41.	Use of Reduced Resource Credits 

  

	 	41.1	Business Impacts 

 *. 
  

	 	41.2	Third Source and Insource Limits on RRCs 

 Gap’s use of RRCs arising from its decision to perform Services that are provided by Supplier and included in the Charges, either by itself (“insource”) or through the engagement of a third party (“third source”),
shall not exceed in any Contract Year * of the first Contract Year’s total Charges, provided that the RRCs as to voice and data transport Charges shall not exceed in any Contract Year * of the Base Charge for voice and data transport Charges
scheduled for that Contract Year in Exhibit C (Fees and Resource Baselines). To the extent RRCs in a single Functional Service Area exceed * of the first Contract Year’s total Charges for that Functional Service Area, Gap will pay for Stranded
Assets to the extent the RRCs cause such assets to be unnecessary for Supplier to 


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 deliver the Services. RRCs resulting from a business impact as provided in Section 41.1 (Business
Impacts) shall be included in the determination of the total RRCs available to Gap in any Contract Year arising from its decision to third source or insource. 
  

	 	41.3	RRCs To Include IT Tower Pricing 

 Section 8 (Adjustments to Resource Unit IT Configurations) of Exhibit C (Fees and Resource Baselines) sets forth the methodology for implementing RRCs for purposes of this Section 41 (Use of Reduced Resource Credits) and
Section 40.2 (Extraordinary Event Pricing). 
  

	 	42.	Amendment of Agreement 

 No
alteration, amendment, or modification of the terms of this Agreement shall be valid or effective unless in writing and signed by Supplier and Gap. 
  

	 	43.	Waiver 

 All waivers under this
Agreement shall be in writing in order to be effective. No waiver by a Party of any breach of this Agreement or waiver of any warranty, representation, or other provision hereunder shall be deemed to be a waiver of any other breach, warranty,
representation, or provision (whether preceding or succeeding, and whether or not of the same or similar nature), and no acceptance of performance by a Party after any breach by the other Party shall be deemed to be a waiver of any breach of this
Agreement or of any representation, warranty, or other provision, whether or not the Party accepting performance knows of such breach at the time of acceptance. No failure or delay by a Party to exercise any right it may have by reason of the
default of the other Party shall operate as a waiver of default or modification of this Agreement or shall prevent the exercise of any right of the non-defaulting Party under this Agreement. 
  

	 	44.	Independent Contractor 

 Supplier
acknowledges that it is at all times acting as an independent contractor under this Agreement and except as specifically provided herein, not as an agent, employee, or partner of Gap. Each Party agrees to be solely responsible for all matters
relating to compensation of its employees, including, compliance with local, state, federal, and foreign laws governing its personnel, including, workers’ compensation, Social Security, withholding and payment of any and all federal, state and
local personal income taxes, disability insurance, unemployment, and any other taxes for such persons, including any related employer assessment or contributions required by law, and all other regulations governing such matters, and the payment of
all salary, vacation and other employee benefits. At each Party’s expense as described herein, such Party agrees to defend, indemnify, and hold harmless the other Party, its officers, agents, employees, and successors in interest from and
against any claim, action, proceeding, liability, loss, damage, cost, or expense, including, attorneys’ fees as provided herein paid to a third party arising out of such Party’s alleged failure to pay, when due, all such taxes and
obligations (collectively referred to for purposes of this Section 44 as “Employment 

  

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Claim(s)”). The indemnifying Party shall pay to the other Party any and all amounts that a court finally awards to a third party or that Supplier agrees
to in settlement with a third party of any such Employment Claim as provided in Section 35.7 (General Indemnity). 
  

	 	45.	Subcontractors 

  

	 	45.1	Approval Required 

 Gap has relied,
in entering into this Agreement, on the reputation of, and on obtaining the personal performance of, Supplier itself and Supplier Approved Subcontractors listed in Exhibit D.23 (Subcontractors). Consequently, no performance of this Agreement, or any
additional portion thereof, shall be subcontracted by Supplier without the prior written consent of Gap. Any attempt by Supplier to subcontract any performance, obligation, or responsibility under this Agreement, without the prior written consent of
Gap, shall be null and void and shall constitute a material breach of this Agreement. 
 Notwithstanding the above, Supplier
may, in the ordinary course of business, subcontract (i) for third party services or products that are not a material portion of the Services, that are not exclusively dedicated to Gap and that do not include regular direct contact with Gap or
Gap Affiliate personnel or the performance of Services at Gap sites, or (ii) with temporary personnel firms for the provision of temporary contract labor (collectively, “Shared Subcontractors”); provided, that such Shared
Subcontractors possess the training and experience, competence and skill to perform the work in a skilled and professional manner. Gap shall have no approval right with respect to such Shared Subcontractors. If, however, Gap expresses
dissatisfaction with the services of a Shared Subcontractor, Supplier shall work in good faith to resolve Gap’s concerns on a mutually acceptable basis and, at Gap request, replace such Shared Subcontractor at no additional cost to Gap.

  

	 	45.2	Request for Approval 

 If Supplier
desires to subcontract any portion of its performance, obligations, or responsibilities under this Agreement, Supplier shall make a written request to Gap for written Approval to enter into the particular subcontract. Supplier’s request to Gap
shall include: 
 (a) The reason(s) for the particular subcontract; 
 (b) A detailed description of the work to be performed by the proposed Subcontractor; 
 (c) Identification of the proposed Subcontractor and an explanation of why and how the proposed Subcontractor was selected; and

 (d) Any other information reasonably requested by Gap. 
  

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	 	45.3	Review of Request 

 Gap will review
Supplier’s request to subcontract and determine, in its sole and absolute discretion, whether or not to consent to such request on a case-by-case basis. 
  

	 	45.4	Supplier Obligations Remain Unchanged 

 Supplier shall remain responsible to Gap for any and all performance required under this Agreement by Supplier or its approved Subcontractors, including, the obligation to properly supervise, coordinate, and perform all work required under
the Services, and no subcontract shall bind or purport to bind Gap or excuse Supplier of performance. Supplier shall be solely liable and responsible for any and all payments and other compensation to, and the performance of, all Subcontractors and
their officers, employees, agents, and independent contractors. All agreements between Supplier and any Subcontractors shall include provisions at least as favorable to Gap as those contained in this Agreement. 
  

	 	45.5	Approval of Subcontractor Personnel/Termination 

 In the event Gap consents to any subcontracting, such consent shall be subject to Gap’s right to give prior and continuing approval of any and all Subcontractor personnel providing services under such
subcontract. Supplier shall assure that any Subcontractor personnel, excluding Shared Subcontractors, not reasonably approved in writing by Gap shall be immediately removed from the provision of any services under the particular subcontract or that
other action is taken as requested by Gap. 
 Further, in the event that Gap consents to any subcontracting, such consent
shall be subject to Gap’s right to require the removal of a Subcontractor, in whole or in part, at any time upon written notice to Supplier upon the occurrence of a material breach of this Agreement, provided such breach is not cured within
thirty (30) days of such notice. Gap shall not be liable or responsible in any way to Supplier, to any Subcontractor, or to any officers, employees, or agents of Supplier or any Subcontractor, for any claims, demands, damages, liabilities,
losses, costs, or expenses, including, defense costs and legal, accounting and other expert, consulting or professional fees, in any way arising from or related to Gap’s exercise of such rights. 
  

	 	46.	Interpretation of Agreement 

  

	 	46.1	Conflict Between Agreement and Exhibits 

 Exhibits A, B, C, D, E, F, G, H, I, J, K, L, M, N, and O are attached to, incorporated herein by reference, and form a part of this Agreement. Exhibits A through O are referred to individually and collectively below as the
“Exhibits.” The Schedules attached to the Exhibits are also incorporated herein by reference, and form a part of this Agreement. 
  

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 In the event of any conflict or inconsistency in the definition or interpretation of any
word, responsibility, schedule, or the contents or description of any task, subtask, deliverable, goods, service, or other work, or otherwise, between the body of this Agreement, the Exhibits, and/or Schedules, between Exhibits, or between Schedules
such conflict or inconsistency shall be resolved by giving precedence first to the body of this Agreement, and then to the Exhibits and Schedules according to the following priority: 
 (1) Exhibit A.2 (Cross Functional Services Statement of Work), Exhibit A.3 (Store Services Statement of Work), Exhibit A.6 (Server
Services Statement of Work), Exhibit A.5 (Managed Network Services Statement of Work), and Exhibit A.4 (End User Support Services Statement of Work); 
 (2) Exhibit A.1 (Glossary to the Functional Service Area Statements of Work); 
 (3) Exhibit
B (Service Level Agreement); 
 (4) Exhibit C (Fees and Resource Baselines); 
 (5) Exhibit C.7 (Financial Responsibility Matrix); 
 (6) Exhibit E (Innovation Proposals), Exhibit F (Form of Implementation Agreement), Exhibit G (Service Recipients), Exhibit H (Human
Resources), Exhibit I (Form of Project SOW), Exhibit J (Gap Competitors), Exhibit L (Monthly Performance Review – Standing Agenda), Exhibit M (Key Employees), Exhibit N.1 (Supplier Guarantee) and Exhibit N.2 (Gap Guarantee), and Exhibit O
(Sarbanes-Oxley Reporting Requirements and Process); and 
 (7) Exhibit D (Additional Exhibits). 
  

	 	46.2	Choice of Law 

 This Agreement and
performance under it shall be governed by and construed in accordance with the laws of the State of California, without the application of its conflict of laws provisions. 
  

	 	46.3	Venue and Jurisdiction 

 The Parties
agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the state or federal (if permitted by law and a Party elects to file an action in federal court) courts located in San
Francisco, California. This choice of venue is intended by the Parties to be mandatory and not permissive in nature, and to preclude the possibility of litigation between the Parties with respect to, or arising out of, this Agreement in any
jurisdiction other than that specified in this Section 46.3 (Venue and Jurisdiction). Each Party waives any right it may have to assert the doctrine of forum non 

  

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conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this Section 46.3 (Venue and
Jurisdiction). Notwithstanding the foregoing, if any action or proceeding outside of the state or federal courts in San Francisco, California, is necessary to collect or enforce any order, injunction, award or judgment of the United States court,
there shall be no contractual restriction on the jurisdiction or venue for such action or proceeding. 
  

	 	46.4	Agreement Drafted by All Parties 

 This Agreement is the result of arm’s length negotiations between the Parties and shall be construed to have been drafted by all parties such that any ambiguities in this Agreement shall not be construed against either Party.

  

	 	46.5	Terminology 

 All personal pronouns
used herein, whether used in the feminine, masculine, or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. Unless otherwise expressly stated, the words “herein,” “hereof,”
and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, subsection or other subpart. The words “include” and “including” shall not be construed as terms of
limitation. 
  

	 	46.6	Section Headings 

 The section
headings contained herein are for convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. 
  

	 	46.7	Counterparts 

 This Agreement may be
executed in one or more counterparts, each of which shall be deemed an original, and will become effective and binding upon the Parties as of the Reference Date at such time as all the signatories hereto have signed a counterpart of this Agreement.

  

	 	46.8	Appointment of Agent for Service of Process 

 During the Term of this Agreement and for a period of two (2) years thereafter, Supplier shall maintain, for each Affiliate rendering Services under this Agreement and any Implementing Agreements, registered
agents authorized to receive service of process within the State of California, and shall provide the name and street address of such registered agents to Gap within thirty (30) days of the Reference Date and any change during the Term.

  

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	 	47.	Notices 

 Any notices required or
permitted to be given hereunder by either Party to the other shall be given in writing: (1) by personal delivery; (2) by electronic facsimile with confirmation sent by United States first class registered or certified mail, postage
prepaid, return receipt requested; (3) by bonded courier or by a nationally recognized overnight delivery company; or (4) by United States first class registered or certified mail, postage prepaid, return receipt requested, in each case,
addressed to the Parties as follows (or to such other addresses as the Parties may request in writing by notice given pursuant to this Section): 
 All Notices: 

	


					
		 	 To Company:
	 	
		 		 	*
			
		 	Fax:	 	*
			
		 	 With copies to:
	 	*
			
		 		 	
			
		 	Fax:	 	*
			
		 	And	 	*
			
		 		 	And
			
		 	 To: Supplier
	 	*
			
		 	Fax:	 	*
			
		 	 With copy to:
	 	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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 Notices shall be deemed received on the earliest of personal delivery, upon delivery by
electronic facsimile with confirmation from the transmitting machine that the transmission was completed, twenty-four (24) hours following deposit with a bonded courier or overnight delivery company; or seventy-two (72) hours following
deposit in the U.S. Mail as required herein. 
  

	 	48.	Entire Agreement 

 This Agreement
contains the entire agreement between Supplier and Gap with respect to the subject matter of this Agreement, and it supersedes all other prior and contemporary agreements, understandings, and commitments between Supplier and Gap with respect to the
subject matter of this Agreement. 
  

	 	49.	Severability 

 If any provision of
this Agreement is found to be invalid or unenforceable by any court, such provision shall be ineffective only to the extent that it is in contravention of applicable laws without invalidating the remaining provisions hereof. 
  

	 	50.	Electronic Transfer of Intellectual Property 

 Whenever practical, Supplier agrees to deliver Software deliverable under this Agreement including any updates or patches, via download, File Transfer Protocol (FTP), or through the use of Supplier’s copy of the
tangible software media. Notwithstanding anything to the contrary in Section 3.3 (Documentation), upon completion of such delivery, Supplier shall remove the tangible software media and not provide any of the tangible software media to Gap.

  

	 	51.	Force Majeure 

 Neither Party shall
be liable for any delay or failure to perform (i) if and to the extent such delay or failure arises from an act of God or of the public enemy, act of civil disobedience, epidemic, war, or insurrection; and (ii) provided the non-performing
Party is without fault and the delay or failure could not have been prevented by reasonable precautions. In such event, the non-performing Party is excused from further performance for as long as such circumstances prevail and the Party continues to
use its best efforts to recommence performance and mitigate the impact of its non-performance. Any Party so delayed shall promptly notify the other Party and describe the circumstances causing the delay. If an event substantially prevents

  

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 or delays performance of the Services necessary for the performance of critical Gap functions for more
than *, Gap, at its sole discretion, may procure Services from an alternate source, and Supplier shall be liable for payment for such Services. If Supplier is unable to perform the Services within *, Gap, at its sole discretion, may
(i) terminate any portion of the Agreement affected by the nonperformance and the charges shall be equitably adjusted; or (ii) terminate the Agreement as of the date specified by Gap in a written notice to Supplier without payment of
Termination Charges as set forth in Exhibit C.6 (Termination for Convenience Fees). Gap shall be responsible for the Stranded Costs arising from the termination. Supplier shall not have the right to any additional payments from Gap as a result of
any force majeure occurrence. The existence of a force majeure event shall not relieve Supplier of its obligation to use its best efforts to execute Gap’s business continuity plan and disaster and recovery plan for Gap, or to pursue its best
practice processes, including, as to stores, Severity 1 response obligations to restore Gap operations, except to the extent that execution of the business continuity plan, disaster and recovery plan, or operation restoration activity is itself
prevented by the force majeure event. 
  

	 	52.	Liens 

 Supplier agrees to keep Gap,
all of the real and personal property of Gap, and the Services free and clear of all liens or lien claims. Should any lien or lien claim be asserted for any reason, Gap may, at its sole discretion (i) pay the amount of such lien or lien claim;
(ii) deduct such amounts from payments due to Supplier; and/or (iii) require Supplier to obtain a properly executed release of lien satisfactory to Gap. 
  

	 	53.	Demonstrations and Promotions 

  

	 	53.1	Promotions Referring to Gap 

 Supplier agrees that Gap shall be entitled to review and Approve any and all promotional materials that contain a reference to Gap as contemplated herein before publication or distribution of same. No public disclosures by Supplier relating
to this Agreement, except for internal announcements or disclosures required to meet legal or regulatory requirements, shall be made without the prior written approval of authorized representatives of the other Party. 
  

	 	53.2	Demonstration and Promotions Not Warranties 

 In no event shall any demonstration or any promotional materials pursuant to this Section constitute an endorsement, representation or warranty, express or implied, by Gap. In the event of a dispute between Gap and Supplier, Gap’s
agreement to participate in promotions and demonstrations under this Section and all statements made by Gap in connection with such activities shall not be deemed an admission or declaration against interest of Gap in any trial or dispute resolution
proceeding between the Parties. 


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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	 	53.3	* 

 * 
 [Signature Page Follows] 


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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 IN WITNESS WHEREOF, the Parties have executed this Agreement to become effective as of the Reference
Date. 
  

									
	 THE GAP, INC.
	 		 	 INTERNATIONAL BUSINESS
 MACHINES CORPORATION

					
	 By:
	 	  	 		 	 By:
	 	  
	 Name:
	 	 Michael B. Tasooji
	 		 	 Name:
	 	 Mark S. Brewer

	 Title:
	 	 Executive Vice President and
 Chief Information Officer
	 		 	 Title:
	 	 Vice President
 Global Strategic Relations
 IBM Global Services


  

 Gap Confidential and Proprietary Information 
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 EXHIBIT LIST* 
  

			
		
	Exhibit A	  	 Functional Service Area Statements of Work

		
	A.1      	  	 Glossary

		
	A.2      	  	 Cross Functional Services SOW

		
	A.3      	  	 Store Services SOW

		
	A.4      	  	 End User Support Services SOW

		
	A.5      	  	 Managed Network Services SOW

		
	A.6      	  	 Server Services SOW

		
	Exhibit B	  	 Service Level Agreement

		
	B.1      	  	 Service Level Matrix

		
	B.2      	  	 Critical Deliverables

		
	B.3      	  	 Measuring Tools and Methodology

		
	Exhibit C	  	 Fees and Resource Baselines

		
	C.1      	  	 Annual Services Charge

	
	         Monthly C.1 Annual Services Charge – Monthly
		
	C.1.1   	  	 IT Price Summary (for reference purposes only)

		
	C.1.2   	  	 IT Price Detail (for reference purposes only)

		
	C.1.3   	  	 IT Baselines

		
	C.2      	  	 Resource Unit Baselines

	
	         Monthly C.2 Resource Unit Baselines – Monthly
		
	C.2.1   	  	 ARC/RRC Price

		
	C.2.2   	  	 Image ARC Hardware

		
	C.3      	  	 Utilization Boundaries

	
	         Monthly C.3 Utilization Boundaries – Monthly
		
	C.3.1   	  	 Boundary Unit Price

		
	C.3.1.1	  	 IBM Sprint Pricing

		
	C.3.1.2	  	 Network Transport Rate Table – Corporate Circuits

		
	C.3.1.3	  	 Utilization Boundaries – Long Distance Minutes

		
	C.3.1.4	  	 Utilization Boundaries – Corporate Circuits

		
	C.3.2   	  	 Boundary Resource Unit Allocation

		
	C.6      	  	 Termination for Convenience Fees

		
	C.7      	  	 Financial Responsibility Matrix

		
	C.7.1   	  	 Financial Responsibility Matrix – Personnel

		
	C.7.2   	  	 Financial Responsibility Matrix – Software

		
	C.7.3   	  	 Financial Responsibility Matrix – Software Examples

		
	C.7.4   	  	 Financial Responsibility Matrix – Hardware

		
	C.7.5   	  	 Financial Responsibility Matrix – Facilities

		
	C.8      	  	 Monthly Invoice and Reporting Sample

		
	C.8.1   	  	 Brand Allocation Formula

		
	C.8.2   	  	 RESERVED

		
	C.8.3   	  	 RESERVED

		
	C.8.4   	  	 RESERVED


  

 Gap Confidential and Proprietary Information 
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	 C.8.5      Tax Only Invoice

	 C.9          Project Labor Rates – Hourly

	 C.9.1      Consultant Labor Rates

	 C.9.2      Project Labor Rates – FTE

	 C.9.3      Labor Rate Definitions

	 C.10        IT Configuration Baselines

	 Monthly C.10 IT Configuration Baselines – Monthly

	 C.10.1    IT Configuration Unit Price

	 C.10.2    IT Configuration Resource Unit Allocation

	 C.11        RESERVED

	 C.12.1    Stores Hardware and Peripheral Unit Pricing – Part A

	 C.12.2    Stores Hardware and Peripheral Unit Pricing – Part B

	 C.13        Image Consolidation Baseline

	 C.14        Definitions

	 Exhibit D        Additional Exhibits

	 D.1          Gap Policies and Procedures

	 D.2          Governance

	 D.3          Projects

	 D.4          Transition/Transformation Projects Overview

	 D.5          Gap Record Retention Policy

	 D.6          Technical Architecture and Product Standards

	 D.7          GID Demarcation

	 D.8          Existing Agreements

	 D.9          Requirements – SWIP/MPLS

	 D.10       Assignment & Assumption Agreement

	 D.11       Gap Selected Lease Agreements

	 D.12       Managed Strategic Suppliers

	 D.13       Management Reports

	 D.14       Termination Transition Plan

	 D.15       Transition-In Plan

	 D.16       Gap Equipment

	 D.17       Gap Sites

	 D.18       Refresh Schedule

	 D.19       Systems Operation Schedule

	 D.20       Supplier Locations

	 D.21       Approved Benchmarkers

	 D.22       Gap Data Centers

	 D.23       Subcontractors

	 D.24       Base Case

	 D.25       Gap Work Procedures

	 Exhibit E        Innovation Center

	 Exhibit F        Form of Implementation Agreement

	 Exhibit G        Service Recipients

	 Exhibit H        Human Resources


  

 Gap Confidential and Proprietary Information 
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	 H.1          Affected Employees

	 H.2          Critical Support Personnel

	 Exhibit I         Form of Project SOW

	 Exhibit J         Gap Competitors

	 Exhibit K        RESERVED

	 Exhibit L        Monthly Performance Review – Standing Agenda

	 Exhibit M       Key Employees

	 Exhibit N        Guarantees

	 N.1          Supplier Guarantee

	 N.2          Gap Guarantee

	 Exhibit O        Sarbanes-Oxley Reporting Requirements and Process


  


	*	Certain portions of the exhibits have been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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 GAP, INC. 
 GLOSSARY TO 
 STATEMENT OF WORK

 EXHIBIT A.1 
 Date: January 13, 2006 
 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the
express prior written permission of The Gap, Inc. and IBM, this document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  

 Gap/IBM Confidential and
Proprietary Information 







 EXHIBIT A.1 
 GLOSSARY TO STATEMENTS OF WORK 
 Whenever used in the Exhibits or Schedules to the Agreement, the
words and phrases listed below shall have the meanings given in the glossary below (the “Glossary”). Capitalized terms not otherwise defined in the Glossary shall have the meanings ascribed to them in Section 1 (Definitions) of the
Agreement or in other Exhibits. 
 In the event there is a conflict between how a term is defined in the Glossary and any other portion of
the Agreement, the order of precedence for understanding the meaning of that term, shall be as follows: (a) how that term is defined in the Agreement; (b) how that term is defined in the Glossary; and (c) how that term is defined in
the Exhibit. 
  

	1.	“7x24x365” shall mean 24 hours, 7 days per week, and 365 days per year, including Supplier holidays. 

  

	2.	“Acceptance Criteria” shall mean the criteria used to determine whether the Deliverables are mutually agreed to. Acceptance Criteria include: (i) any mutually
agreed written criteria identified as Acceptance Criteria, (ii) Compliance with all Specifications, and/or (iii) for all software and system deliverables that process data, such item’s successful integration with all other Services,
Software, Equipment, Systems, and other resources and its documentation such that the anticipated end user can utilize the functionality of such Deliverable and that reasonable knowledgeable professionals can understand, maintain, support, and
modify such item. 

  

	3.	“Add” shall have the meaning set forth in Section 1.3 (Definitions) of Exhibit A.4 (End User Support Services Statement of Work). 

  

	4.	“Agreement” shall mean the Master Services Agreement between Gap and Supplier dated as of January 13, 2006. 

  

	5.	“Amount At Risk” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit B (Service Level Agreement). 

  

	6.	“Annual Plan” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.2 (Cross Functional Services Statement of Work).


  

	7.	“Annual Planning” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.2 (Cross Functional Services Statement of Work).


  

	8.	“Asset Inventory and Management” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.6 (Server Services Statement of Work).


  

	9.	 “Availability” shall mean, subject to Exhibit B (Service Level Agreement), of the Scheduled Hours specified in Exhibit D.19 (Systems Operation
Schedule), the aggregate number of hours in any month during which each defined and supported system to be 



  

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 Gap/IBM Confidential and Proprietary Information 









	 	 
measured for the Service Level, such as Equipment, Software, Application, LAN or data, is actually available for use by Authorized Users during the Scheduled
Uptime for the defined system. 


  

	10.	“Break/Fix” shall mean returning the Equipment and/or Software to its original functional state immediately prior to the Incident that caused it to cease
functioning. 

  

	11.	“Build” shall have the meaning set forth in Section 1.3 (Definitions) of Exhibit A.4 (End User Support Services Statement of Work). 


 

	12.	“Business Hours” shall mean (whether capitalized or not) the local hours of operation of Gap for each Business Day as expressed in Exhibit D.19 (Systems Operation
Schedule); provided, however, that for Stores, the term Business Hours shall include any hours during which the particular Store is made accessible to Supplier. 

  

	13.	“Cabling” shall mean the peripheral wires that interconnect Standard electronic computing equipment, exclusive of Wiring within walls. 

  

	14.	“Call” shall mean an end user initiated request to the Help Desk either through the telephone or through electronic means (e.g., fax, voice-mail, e-mail or web).
The Help Desk will then handle the request either by an agent, status messaging on an ACD or through automation. 

  

	15.	“Campus” shall mean the facilities identified as such in Exhibit D.17 (Gap Sites). 

  

	16.	“Cascade” shall have the meaning set forth in Section 1.3 (Definitions) of Exhibit A.4 (End User Support Services Statement of Work). 


 

	17.	“Change(s)” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.2 (Cross Functional Services Statement of Work).


  

	18.	“Change Management” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.2 (Cross Functional Services Statement of Work).


  

	19.	“Client Device” shall mean a complete computing configuration for use by an Authorized User, including standard hardware identified in the Standard Product Catalog
(e.g., keyboard, monitor, CPU, mouse, peripherals, network, video adapters, modem and removable media drives) and core System and Software (e.g., operating System Software, memory manager, device drives, configuration scripts, e-mail, and/or
productivity tools). 

  

	20.	“Configuration Management” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.2 (Cross Functional Services Statement of Work).


  

	21.	 “Coordinate” shall mean that Supplier will, while providing the Services, communicate, cooperate and collaborate with Gap and Third Party Vendors
whose products and services have a direct impact on the ability of Supplier to deliver the Services. Coordination includes communicating, cooperating and collaborating with Gap and the applicable Third Party Vendor to organize the scheduling and
performance of the 



  

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Services and Gap’s and the Third Party Vendor’s tasks. Supplier will inform Gap of occurrences in which Gap and/or the identified Third Party
Vendor fails to communicate, cooperate or collaborate with Supplier relating to the performance of the Services and the identified Third Party Vendor’s tasks. 


  

	22.	“Critical Services Levels” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit B (Service Level Agreement). 

  

	23.	“CSSC” shall mean the *. 

  

	24.	“Currently Deployed Products” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.6 (Server Services Statement of Work).


  

	25.	“DAS” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.6 (Server Services Statement of Work). 

  

	26.	“DBMS” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.6 (Server Services Statement of Work). 

  

	27.	“De-Install” shall have the meaning set forth in Section 1.3 (Definitions) of Exhibit A.4 (End User Support Services Statement of Work).


  

	28.	“Domain Controller” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.6 (Server Services Statement of Work). 


 

	29.	“Deskside” shall have the meaning set forth in Section 1.3 (Definitions) of Exhibit A.4 (End User Support Services Statement of Work).


  

	30.	“Disaster” shall mean any event, occurrence or Problem causing widespread failure, damage to Gap’s IT Environment or components thereof, as declared by Gap,
that interrupts information processing for Gap, as declared by Gap. Examples include: (1) loss of a facility to fire, or (2) inability to access the facility due to a chemical spill. 

  

	31.	“Disaster Recovery” shall mean the implementation of the Disaster Recovery plan following a declared Disaster as further described in Section 3 (Disaster
Recovery Services) of Exhibit A.2 (Cross Functional Services Statement of Work) of the Agreement and in the Procedures Manual. 

  

	32.	“Disaster Recovery Activities” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.2 (Cross Functional Services Statement of Work).


  

	33.	“Disaster Recovery Planning” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.2 (Cross Functional Services Statement of Work).


  

	34.	“Disaster Recovery Services” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.2 (Cross Functional Services Statement of Work).


  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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	35.	“Disaster Recovery Testing” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.2 (Cross Functional Services Statement of Work).


  

	36.	“End-to-End Delay” shall mean the network call path between originating customer premise and terminating customer premise, including access but excluding customer
premises equipment. 

  

	37.	“Evaluation and Testing” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.6 (Server Services Statement of Work).


  

	38.	“External Storage Media” shall mean *, *, and *. 

  

	39.	“FAQ’s” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.2 (Cross Functional Services Statement of Work).


  

	40.	“First Call Resolution” shall mean the percentage of calls resolved (closed) while the customer is on the phone with a Help Desk agent on his/her first call. This
includes warm transfers to another person and typically excludes calls related to (i) Installs/Moves/Adds/Changes, (ii) Hardware Break/Fix, (iii) Gap Retained Responsibilities, (iv) technology refresh, (v) nonstandard
software (unique to contract; customer brings in new software that requires interfacing with product vendors or required fixes), (vi) procurement, (vii) access administration that requires authorization, (viii) automation,
(ix) abandoned calls, and (x) out of scope items. 

  

	41.	“FTE” shall have the meaning set forth in Section 1.3 (Definitions) of Exhibit A.4 (End User Support Services Statement of Work). 

  

	42.	“Gap’s Disaster Recovery Plans” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.2 (Cross Functional Services Statement of
Work). 

  

	43.	“Gap IT Defect(s)” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.2 (Cross Functional Services Statement of Work).


  

	44.	“Help Desk” shall mean the facilities, associated technologies, and fully trained staff who responds to Calls, Coordinates all Incident and Problem Management
activities, and acts as the primary point of contact for Authorized Users in regard to the Services. The Help Desk provides a single point of contact for entitled Authorized Users to call in regard to the Services. 

  

	45.	“Help Desk Support” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.2 (Cross Functional Services Statement of Work).


  

	46.	“High Availability Systems” shall mean *. 

  

	47.	“IBM Call Center Availability Service Level” shall have the meaning set forth in Exhibit B.1 (Service Level Matrix). 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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	48.	“IMAC” shall have the meaning set forth in Section 1.3 (Definitions) of Exhibit A.4 (End User Support Services Statement of Work). 

  

	49.	“Implement” or “Implementation” shall mean the process by which Equipment, Software or Services are placed into operation in a manner consistent
with its purpose, design or applicable Statement of Work or Specifications. 

  

	50.	“Incident” shall mean any event or occurrence that is not part of the standard operation of a Service and that causes, or may cause, an interruption to, or a
reduction in, the quality of that Service. 

  

	51.	“Incident and Problem Management” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.2 (Cross Functional Services Statement of Work).


  

	52.	“Initial Pilot” shall have the meaning set forth in Section 1.3 (Definitions) of Exhibit A.4 (End User Support Services Statement of Work).


  

	53.	“Install” or “Installation” shall mean the activities to be performed by Supplier to put Equipment or Software into position, make it ready for use
by Gap and confirm that it operates in accordance with applicable specifications. 

  

	54.	“Issue Management System” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.2 (Cross Functional Services Statement of Work).


  

	55.	“IP” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.5 (Managed Network Services Statement of Work). 

  

	56.	“IT” shall mean information technology. 

  

	57.	“Knowledge Database” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.2 (Cross Functional Services Statement of Work).


  

	58.	“LAN Services” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.5 (Managed Network Services Statement of Work).


  

	59.	“Mainframe” shall mean the Equipment and Software associated with the *. 

  

	60.	“Mainframe Environment” shall mean that component of the Gap IT Environment comprised of all Mainframe Equipment and Software, including all aspects of its
operation, integration and other interfaces with the Gap IT Environment. 

  

	61.	“Maintain” or “Maintenance” shall mean: (A) with respect to Equipment, supporting and maintaining all Equipment in good operating condition,
subject to normal wear and tear, undertaking and performing repairs and maintenance on Equipment in accordance with the applicable manufacturer’s recommendations and specifications, and such other services and repairs required to maintain the
Equipment so that it operates properly and in accordance with the applicable specifications; and (B) with respect to Software, 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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supporting and correcting or causing to be corrected any failure of the Software to perform in accordance with the applicable specifications, (including
fixed, patched, upgrades, defect repairs, programming corrections, and remedial programming) and providing such services and repairs required to maintain the Software so that it operates properly and in accordance with the applicable specifications.



  

	62.	“Malware” shall mean malicious Software, code, or programs that are developed for the purpose of adversely impacting a System or data, enabling unauthorized access
to or disclosing confidential data stored on a System, and includes, but is not limited to, the following malicious code types: viruses, worms, Trojan horse programs, and Spyware. 

  

	63.	“Manage” and “Management” shall mean to administer, supervise, direct and/or control, and as to Managed Strategic Suppliers shall include the
functions set forth in Section 9 of the Agreement and in this Exhibit. 

  

	64.	“Managed Workstation Replacement Project” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.6 (Server Services Statement of Work).


  

	65.	“MDC Services” or “Mobile Data Communications Services shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.5 (Managed
Network Services Statement of Work). 

  

	66.	“Move” shall have the meaning set forth in Section 1.3 (Definitions) of Exhibit A.4 (End User Support Services Statement of Work). 

  

	67.	“N” shall have the meaning set forth in Section 1.3 (Definitions) of Exhibit A.4 (End User Support Services Statement of Work). 

  

	68.	“N-1” shall have the meaning set forth in Section 1.3 (Definitions) of Exhibit A.4 (End User Support Services Statement of Work). 

  

	69.	“NAS” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.6 (Server Services Statement of Work). 

  

	70.	“Network” shall mean any interconnected grouping of Systems, Equipment, Software and associated attachments, features, accessories, peripherals and Cabling,
together with all modifications, substitutions, upgrades or enhancements used to deliver the Services to Authorized Users, as in existence as of the Initiation Date and as modified by or for Gap following such date. 

  

	71.	“Network Based Appliances” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.6 (Server Services Statement of Work).


  

	72.	“Network Delay” shall mean the average time in the Measurement Period for data traffic to be transmitted between all applicable IP Access Nodes within a region
(Intra-Region) or between applicable IP Access Nodes connecting two regions (Inter-Region). 

  

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	73.	“Next Business Day” or “NBD” shall mean Monday through Friday, excluding Gap holidays (i.e., New Years, Christmas, Thanksgiving, Memorial Day,
Fourth of July, Labor Day), during local store business hours. 

  

	74.	“NFS” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.6 (Server Services Statement of Work). 

  

	75.	“NGF” shall have the meaning set forth in Section 1.3 (Definitions) of Exhibit A.4 (End User Support Services Statement of Work). 

  

	76.	“NIS” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.6 (Server Services Statement of Work). 

  

	77.	“Nonstandard Product” shall mean Equipment or Software that is not a Standard Product. Supplier will provide commercially reasonable Problem determination and
Resolution support efforts for Nonstandard Products based upon available resources and Gap Approval. 

  

	78.	“NTP” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.6 (Server Services Statement of Work). 

  

	79.	“OCC” shall mean the *. 

  

	80.	“OEM” shall mean the original equipment manufacturer. 

  

	81.	“Ongoing Projects” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.2 (Cross Functional Services Statement of Work).


  

	82.	“Operate” shall mean all tasks and functions required to cause the Equipment, Software and Systems to function and to provide the Services.


  

	83.	“Packet Loss” shall mean the average percentage of packets in the Measurement Period that are dropped between applicable IP Access Nodes within a region
(Intra-Region) or between applicable IP Access Nodes connecting two regions (Inter-Region). See Table 3 for applicable committed network parameters. 

  

	84.	“PDAs” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.5 (Managed Network Services Statement of Work). 

  

	85.	“POS” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.3 (Stores Services Statement of Work). 

  

	86.	“Port Availability” shall mean the percentage of time in a given month the * network was available. Port Availability is calculated as: Total amount of time in a
calendar month (30 days x 24 hours x 60 minutes) minus the total amount of validated port outage time as measured by carrier trouble tickets (not including maintenance windows and planned outages) divided by the total amount of time in a calendar
month (as stated above) and multiplied by 100 (for the percentage). 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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	87.	“Problem” shall mean any event or occurrence that is not part of the standard operation of a Service and that causes, or may cause, an interruption to, or a
reduction in, the quality of that Service, that results in an entry into the Problem Management system. 

  

	88.	“Problem Management” shall mean the services described in Section 11 (Incident and Problem Management) of Exhibit A.2 (Cross Functional Services).


  

	89.	“Problem Resolution Time” shall mean the elapsed time between (i) the time that a Problem Ticket is created, until (ii) the point in time that the Problem
is Resolved and the Problem Ticket is updated reflecting the time of such Resolution. For Problems requiring dispatch to a remote site, the reasonable travel time to the remote site and/or depot ship-to and ship-from time is subtracted from the
total Resolution time. Depending on the Problem severity code, Problem Resolution Time may be reflected in location scheduled hours of support, rather than actual clock time according to the Procedures Manual. Duplicate Problem Tickets (i.e.,
Problem Tickets created for the same outage) shall be eliminated from calculating Problem Resolution Time. Problem Resolution Time may be tracked and reported upon by the Automated Resolution Process. 

  

	90.	“Procedures Manual” shall mean the documentation mutually agreed to by Gap and Supplier (provided by Supplier in electronic or hard copy form) describing the
operating processes and procedures governing the performance of the Services under the Agreement. The Procedures Manual may contain Supplier and Gap confidential and proprietary information. 

  

	91.	“Procure” or “Procurement” shall mean that a party will purchase, or otherwise acquire, in its name and at its expense, certain goods and services
that are required to provide the Services. 

  

	92.	“Project Management” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.2 (Cross Functional Services Statement of Work).


  

	93.	“Project Management Services” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.2 (Cross Functional Services Statement of Work).


  

	94.	“Project Planning” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.2 (Cross Functional Services Statement of Work).


  

	95.	“Refresh” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.6 (Server Services Statement of Work). 

  

	96.	“Removal/Disposal Services” shall have the meaning set forth in Section 1.3 (Definitions) of Exhibit A.4 (End User Support Services Statement of Work).


  

	97.	“Resolve” or “Resolution” shall mean to correct an Incident or Problem for which Supplier is responsible with either a permanent solution or an
interim work around solution. 

  

 8 
  


 Gap/IBM Confidential and Proprietary Information 









	98.	“SAN” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.6 (Server Services Statement of Work). 

  

	99.	“Server(s)” shall mean that Equipment described in Exhibit A.6 (Server Services), including racks and other peripheral Equipment, and Software that provides Server
Services. 

  

	100.	“Server Environment” shall mean that component of the Gap IT Environment comprised of all Server Equipment, * or * Equipment, and Software, including all aspects of
its operation, integration and other interfaces with the Gap IT Environment. 

  

	101.	“Service Level Credit” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit B (Service Level Agreement). 

  

	102.	“Service Level Defaults” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit B (Service Level Agreement). 

  

	103.	“Service Request” shall mean the submission of a written service request by either Supplier or Gap for a Change or a Project proposal (e.g., end user IMACs).


  

	104.	“Services Defect(s)” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.2 (Cross Functional Services Statement of Work).


  

	105.	“Severity Level” shall mean the categorization of a problem associated with the Services based on the potential impact of the problem as described below.


  

			
	 Severity Level
	 	 Definition

	 Severity 1 (Highest Impact)
  
 *
	 	*
		
	 Severity 2 (High Impact)
  
 *
	 	*
		
	*	 	*
	 Severity 3 (Moderate Impact)
  
 *
	 	*
		
	 Severity 4 (Low Impact)
  
 *
	 	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

 9 
  


 Gap/IBM Confidential and Proprietary Information 








  

	106.	“SRM” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.6 (Server Services Statement of Work). 

  

	107.	“Standard” shall mean the Equipment and Software of Gap in place as of the Reference Date, including the Equipment and Software identified in Exhibit D.6 (Technical
Architecture and Product Standards). 

  

	108.	“Store Equipment” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.3 (Stores Services Statement of Work). 


 

	109.	“Store Help Desk” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.3 (Stores Services Statement of Work). 


 

	110.	“Store Locations” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.3 (Stores Services Statement of Work). 


 

	111.	“Store Server” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.3 (Stores Services Statement of Work). 

  

	112.	“Store Workstation” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.3 (Stores Services Statement of Work). 


 

	113.	“Strategic Projects” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.2 (Cross Functional Services Statement of Work).


  

	114.	“System(s) Software” shall mean those programs and Software, including documentation and materials, that perform tasks basic to the functioning of the Equipment and
which are required to operate the Applications Software or otherwise support the provision of Services by Supplier as set forth in Exhibit D.8 (Existing Agreements). Systems Software includes operating Software, systems utilities, and any other
Software not designated as Application Software. 

  

 10 
  


 Gap/IBM Confidential and Proprietary Information 









	115.	“Tactical Projects” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.2 (Cross Functional Services Statement of Work).


  

	116.	“Tier 1” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.2 (Cross Functional Services Statement of Work). 


 

	117.	“Tier 2 Support” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.2 (Cross Functional Services Statement of Work).


  

	118.	“Tier 3 Support” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.2 (Cross Functional Services Statement of Work).


  

	119.	“Time and Materials” shall have the meaning set forth in Section 1.3 (Definitions) of Exhibit A.4 (End User Support Services Statement of Work).


  

	120.	“TS-Census” shall have the meaning set forth in Section 1.3 (Definitions) of Exhibit A.4 (End User Support Services Statement of Work).


  

	121.	“WAN Services” shall have the meaning set forth in Section 1.2 (Definitions) of Exhibit A.5 (Managed Network Services Statement of Work).


  

	122.	“Warehouse Devices” shall have the meaning set forth in Section 1.3 (Definitions) of Exhibit A.4 (End User Support Services Statement of Work).


  

	123.	“Wiring” shall mean the connection between the network equipment and wall jack, including physical cabling media and all terminating hardware and cross connect
fields, including conduits and pathways. 

  

	124.	“Workstation” shall have the meaning set forth in Section 1.3 (Definitions) of Exhibit A.4 (End User Support Services Statement of Work).


  

	125.	“Workstation Replacement Program” shall have the meaning set forth in Section 1.3 (Definitions) of Exhibit A.4 (End User Support Services Statement of Work).


  

 11 
  


 Gap/IBM Confidential and Proprietary Information 









 

 
  

 Exhibit A.2 
 Statement of Work 
 Cross Functional Services 
 Dated: January 13, 2006 
 This document contains
confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap, Inc. and IBM, this document and the information contained herein may not be published, disclosed, or used for any other
purpose. 
  


					
	 Exhibit A.2
	  	Gap/IBM Confidential and Proprietary Information                    	  	










 

 
  

 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page No.
	I.	  	General	  	1
			
	II.	  	Security	  	4
			
	III.	  	Disaster Recovery Services	  	7
			
	IV.	  	IT Environment Management and Reporting	  	10
			
	V.	  	Change Management	  	10
			
	VI.	  	Service Request Management	  	16
			
	VII.	  	Facilities Management and Support	  	17
			
	VIII.	  	Documentation	  	17
			
	IX.	  	Performance Management and Quality Assurance	  	18
			
	X.	  	Corporate Help Desk, Tier 2 and Tier 3 Support	  	20
			
	XI.	  	Incident and Problem Management	  	25
			
	XII.	  	Testing Center Services	  	29
			
	XIII.	  	Project Management and Support	  	30
			
	XIV.	  	Systems Engineering	  	36
			
	XV.	  	Ongoing Business Divestitures and Acquisitions	  	37
			
	XVI.	  	Consolidation and Relocation Services	  	38
			
	XVII.	  	Training and Education	  	39
			
	XVIII.	  	Configuration Management	  	39
			
	XIX.	  	Gap Responsibilities	  	39

  


					
	 Exhibit A.2
	  	Gap/IBM Confidential and Proprietary Information                    	  	










 

 
  

 Statement of Work 
 Cross Functional Services 
  

	I.	GENERAL 

  

	 	1.1	Introduction 

 This Exhibit A.2 (Cross Functional
Services Statement of Work) to the Agreement (this “Statement of Work”) sets forth the minimal cross functional services that Supplier shall provide as of the Initiation Date, with respect to the following service areas: (1) Security;
(2) Disaster Recovery Services; (3) IT Environment Management and Reporting; (4) Change Management; (5) Service Request Management; (6) Facilities Management and Support; (7) Documentation; (8) Performance
Management and Quality Assurance; (9) Help Desk, Tier 2 and Tier 3 Support; (10) Incident and Problem Management; (11) Testing Center Services; (12) Project Management and Support; (13) Systems Engineering; (14) Ongoing
Business Divestitures and Acquisitions; (15) Consolidation and Relocation Services; (16) Configuration Management; and (17) Training and Education Services, all as more particularly described in this Statement of Work (collectively
described as the “Cross Functional Services”). The Cross Functional Services described herein apply generally to all Services provided by Supplier to Gap pursuant to the Agreement and shall be provided utilizing Supplier’s best
practices. The minimum Cross Functional Services listed in this Statement of Work will be used during the transition period set forth in the Transition-In Plan. In the time frame and manner set forth in the Transition-In Plan, Supplier shall
recommend improved Cross Functional Services to replace the minimum processes and procedures set forth in this Statement of Work. All such improved Cross Functional Services shall require Gap Approval. 
 Supplier shall provide information on the Cross Functional Services using a media that is efficient, easy to use, and easily accessible by Gap Authorized
Users and subject to Approval by Gap. Gap expects that Supplier will bring value to areas in addition to those identified in the Agreement and this Statement of Work. Supplier should describe any unique capabilities it possesses for assisting Gap in
achieving additional improvements and describe how it would make such capabilities available to Gap. 
 Unless otherwise provided, references
to Sections will be to Sections of this Statement of Work and references to Exhibits will be to Exhibits of the Agreement. The section headings in this Statement of Work are for reference purposes only and will not affect in any way the meaning or
interpretation of this Statement of Work. 
 Supplier shall provide the Cross Functional Services as required to meet or exceed the Service
Levels in Exhibit B.1 (Service Level Matrix). Supplier (i) has responsibility for the performance of the Cross Functional Services detailed in this Statement of Work; and (ii) shall be held responsible for the performance of 

  


					
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the Cross Functional Services without regard to the use by Supplier of third-party products or suppliers. All changes to this Statement of Work will be
mutually agreed to by Gap and Supplier and implemented and managed using the Change Control Procedures. 
  

	 	1.2	Definitions 

 Except as otherwise expressly
provided herein, or unless the context clearly requires otherwise, capitalized terms used in this Statement of Work shall have the meanings set forth below. Capitalized terms used in this Statement of Work but not otherwise defined in this Statement
of Work shall have the meanings ascribed to them in Exhibit A.1 (Glossary to Statements of Work). 
 “Agreement” shall mean
the Master Services Agreement dated as of the Effective Date between Gap and Supplier. 
 “Annual Plan” shall have the
meaning set forth in Section 5.2(a) (Annual Planning). 
 “Annual Planning” shall have the meaning set forth in
Section 5.2(a) (Annual Planning). 
 “Change(s)” shall mean any and all revisions, substitutions, additions,
installations, deinstallations, or other modifications in the nature, scope, or operations of the Gap IT Environment. 
 “Change
Management” shall have the meaning set forth in Section 5 (Change Management). 
 “Configuration Management”
shall have the meaning set forth in Section 18 (Configuration Management). 
 “Disaster Recovery Activities” shall have
the meaning set forth in Section 3.3 (Disaster Recovery Activities). 
 “Disaster Recovery Planning” shall have the
meaning set forth in Section 3.1 (Disaster Recovery Planning). 
 “Disaster Recovery Services” shall include the
Disaster Recovery Planning, Disaster Recovery Testing, and Disaster Recovery Activities defined below 
 “Disaster Recovery
Testing” shall have the meaning set forth in Section 3.2 (Disaster Recovery Testing). 
 “FAQs” shall have the
meaning set forth in Section 10.2(c)(5). 
 “Gap IT Defect(s)” shall mean any problem, defect, error, deficiency,
failure, or other issue arising from, related to, or otherwise impacting the Gap IT Environment. Gap IT Defect(s) shall specifically exclude any and all Services Defect(s). 
  


					
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 “Gap’s Disaster Recovery Plans” shall have the meaning set forth in
Section 11.1 (Incident and Problem Management – General Requirements). 
 “Incident and Problem Management” shall
have the meaning set forth in Section 11 (Incident and Problem Management). 
 “Issue Management System” shall mean the
automated system that is used by Supplier to monitor, identify, log, track, escalate, review, Resolve, manage, and/or report Gap IT Defects, Services Defects, Changes, and other issues related to the Services and the Gap IT Environment. The Issue
Management System will integrate with the appropriate Software, Equipment, electronic mail system, telephony system, and the central Knowledge Database. 
 “Help Desk Support” shall have the meaning set forth in Section 10.1(a). 
 “Knowledge Database” shall mean the electronic repository, and associated authoring, approval and search tools, which contains known errors and their resolutions or workarounds, procedural guidelines, how-to information and
frequently asked questions. 
 “Ongoing Projects” shall have the meaning set forth in Section 13.5 (Ongoing Projects).

 “Project Management” shall have the meaning set forth in Section 13.1(a) (Project Management and Support - General).

 “Project Management Services” shall have the meaning set forth in Section 13.1(a) (Project Management and Support -
General). 
 “Project Planning” shall have the meaning set forth in Section 13.2 (Project Planning Process).

 “Services Defect(s)” shall mean any problem, defect, error, deficiency, failure, or other issue arising from, related to,
or otherwise impacting the Services. 
 “Strategic Projects” shall have the meaning set forth in Section 13.1(b)
(Project Management and Support - General). 
 “Tactical Projects” shall have the meaning set forth in Section 13.1(b)
(Project Management and Support - General). 
 “Tier 1” shall have the meaning set forth in Section 10.1(a).

 “Tier 2 Support” shall have the meaning set forth in Section 10.1(b). 
 “Tier 3 Support” shall have the meaning set forth in Section 10.1(c). 
  


					
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	  	Gap/IBM Confidential and Proprietary Information                    	  	 Page 
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	II.	SECURITY 

  

	 	2.1	Logical Security Administration 

 Supplier’s
logical security administration responsibilities include: 
  

	 	(a)	Compliance with Gap Policies and Procedures, as they may be revised or updated from time to time during the Term of the Agreement. 

  

	 	(b)	Working in conjunction with Gap security, establish and maintain safeguards against the unauthorized access, destruction, loss or alteration of Gap assets, data, and information
under the control of Supplier. Supplier shall implement safeguards in compliance with the Procedures Manual and the Service Levels set forth in Exhibit B (Service Level Agreement) of the Agreement. 

  

	 	(c)	Reviewing with Gap all documented information security procedures pertaining to Supplier-operated systems and developing, maintaining, updating and implementing security procedures
for Supplier-operated systems with Gap’s Approval, including physical access strategies, procedures and standards. Such approval shall not be unreasonably withheld. 

  

	 	(d)	Assisting in the development, Documentation and utilization of an action plan and escalation procedures for any potential or detected electronic or physical security breaches and
reporting any detected security breaches to Gap per the action plan. 

  

	 	(e)	In conjunction with Gap security, monitoring the systems and Services for authorized access, including: 

  

	 	(1)	Using *, monitoring, reviewing and responding in a timely and appropriate manner to violations of internal and external physical or electronic access as identified in the Procedures
Manual. 

  

	 	(2)	Assisting with periodic reviews, as appropriate and in accordance with the Procedures Manual to validate that access to programs and data maintained on Supplier-operated systems is
appropriate and that the use thereof is consistent with the scope of such employee’s access authority. 

  

	 	(3)	Upon identification, immediately notify Gap (including appropriate Gap security personnel) in the event of a security violation or unauthorized attempt to access or alter Gap’s
assets, systems, information, or data. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(4)	Assist in reviews as required by the Procedures Manual to validate that access and levels to programs and data is authorized. 

  

	 	(5)	Capturing data regarding routine and non-routine access exceptions for audit trail purposes, archiving such data according to Gap data retention policies, and making such data
available to Gap upon Gap’s request. 

  

	 	(6)	Assisting with security audits, providing Incident investigation support, and initiating corrective actions to minimize and prevent security breaches as directed and Approved by
Gap. Supplier shall conduct for the Gap IT Environment, * of * and * and shall report the result of * to Gap. 

  

	 	(7)	Provide to Gap reports on violation and access attempts, and retaining Documentation of the investigation. 

  

	 	(f)	With prior Gap Approval, installing, updating and maintaining Software as listed in Exhibit D.8 (Existing Agreements) that provides security monitoring, alarming, and access
tracking functionality for Supplier-operated systems and Software. 

  

	 	(g)	Providing security access control tools for Gap’s performance of user id administration for systems, data, Software, and Networks for which Supplier is responsible in
compliance with the Procedures Manual and maintaining such security and access control devices in proper working order. 

  

	 	(h)	Accepting and complying with instructions from Gap on the security configuration of Equipment and Software. 

  

	 	(i)	Responding to all security audit or security compliance review requests from Gap and/or regulatory authorities. 

  

	 	(j)	Cooperating and assisting with efforts by Gap and/or representatives of Gap for security tests, security compliance reviews, and investigations. 

  

	 	2.2	Malware Protection 

 Supplier’s
responsibilities for Malware protection include: 
  

	 	(a)	Installing, updating, implementing revisions to, operating and Maintaining Gap’s Approved security Software on all Equipment used to deliver or support the Services in
accordance with the Procedures Manual. 

  

	 	(b)	Updates to Gap-Approved Malware-protection Software shall be installed as directed by Gap, per Gap’s vulnerability ratings attached and in accordance with the Service Levels
set forth in Exhibit B.1 (Service Level Matrix). 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(c)	Performing Malware scans on Equipment and Software as appropriate and dictated by good Management practices, the Service Levels set forth in Exhibit B.1 (Service Level Matrix) and
the Procedures Manual. 

  

	 	(d)	Upon detection of Malware, taking immediate steps per the Procedures Manual to notify the * and *; assessing the scope of damage; arresting the spread and progressive damage from
the Malware; eradicating the Malware; and (to the greatest extent possible) restoring all data and Software to its original state. 

  

	 	(e)	Maintaining the capability for Gap Authorized Users to scan all appropriate storage media for Malware per the Procedures Manual. 

  

	 	(f)	Jointly developing plans necessary to provide Malware protection as agreed to by Gap and Supplier. 

  

	 	2.3	Physical Security Administration 

 In performing
its responsibilities with respect to physical security administration, Supplier shall comply with Gap’s Policies and Procedures and the Procedures Manual, which shall include, at a minimum, the following: 
  

	 	(a)	Where Supplier uses locations and facilities at Gap Sites, Supplier’s responsibilities include: 

  

	 	(1)	Compliance with the Procedures Manual, as they may be revised or updated. 

  

	 	(b)	Where Supplier uses other locations and facilities to support the provision of Services to Gap, Supplier’s responsibilities include: 

  

	 	(1)	Providing security processes, facilities, Equipment, and Software that meets or exceeds Gap’s physical security policies, standards and procedures. 

  

	 	(2)	Upon Gap’s request, providing Gap, its representative(s), and/or regulatory agencies access to all facilities and assets used in providing the Services for audits,
investigations and compliance reviews. 

  

	 	(3)	Assuming accountability for all Equipment from the time Supplier takes possession or assumes responsibility of such Equipment until such time as it relinquishes custody of the
Equipment back to Gap. The chain of custody for all Equipment shall be documented in an auditable custody document in a form Approved by Gap. Supplier shall be responsible for assuring the safety of all Equipment while such Equipment is in
Supplier’s possession. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(4)	Performing all * functions (for example *) at facilities under Supplier’s control. 

  

	III.	DISASTER RECOVERY SERVICES 

  

	 	3.1	Disaster Recovery Planning 

 Supplier’s
Disaster Recovery plans and activities in support of Gap, shall be Approved by Gap in advance. Supplier’s responsibilities for Disaster Recovery planning related to the Services include (“Disaster Recovery Planning”): 
  

	 	(a)	Managing and maintaining the Disaster Recovery plans of Gap, as they exist on the Initiation Date, as may be modified, amended or updated as set forth in the Agreement
(“Gap’s Disaster Recovery Plans”). 

  

	 	(b)	Maintaining and updating Gap’s Disaster Recovery Plans throughout the Term. Such updates may include Changes required due to the introduction and use of new technologies (e.g.,
Equipment and Software), Resource Units, processes, business functions, locations, and priorities. 

  

	 	(c)	Integrating the Disaster Recovery plans related to the Services with Gap’s business continuity plans (provided that copies of such plans are provided by Gap to Supplier) in
accordance with Section 5 (Change Management). 

  

	 	(d)	Documenting the manner and procedures by which Supplier shall perform backups and provide Disaster Recovery Services. 

  

	 	(e)	Documenting Gap’s priorities for Disaster Recovery backups based on the priorities established by Gap and communicated to Supplier and methods and timeframes that allow Gap to
modify priorities. 

  

	 	(f)	Maintaining a list of key personnel contacts and notification procedures for Gap, Supplier, and Third Party Vendor personnel. 

  

	 	(g)	Providing * for Disaster Recovery plans, related communications and other activities that are Supplier’s responsibility. 

  

	 	(h)	Gap retains the right to Approve all Supplier Disaster Recovery plans in support of Gap, and modifications to such plans. 

  

	 	(i)	With respect to Gap’s critical Applications, Supplier’s Disaster Recovery responsibilities include Coordinating with Gap and Gap Third Party Vendors to:


  

	 	(1)	document new and maintaining/updating existing Gap procedures to support Disaster Recovery of critical Applications. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(2)	document and providing a process that determines/modifies the list of *, subject to Gap’s Approval. 

  

	 	(3)	Support Gap in critical Application Disaster Recovery testing on all * in accordance with the Procedures Manual. 

  

	 	(4)	Retesting any unsuccessful critical Application annual Disaster Recovery test within * of the failure, not to exceed the annual test limit. 

  

	 	(j)	Performing record retention (e.g., using magnetic media) for compliance and other audits, all in accordance with the Agreement. 

  

	 	3.2	Disaster Recovery Testing 

 Supplier’s
responsibilities for Disaster Recovery testing related to the Services include (“Disaster Recovery Testing”): 
  

	 	(a)	Establishing joint test objectives with Gap designed to verify that Gap’s critical Applications shall be available within established timeframes. 

  

	 	(b)	Subject to the availability of a Gap-designated test site(s), scheduling and testing the Disaster Recovery plans * in cooperation with Gap, its designees, any Gap Third Party
Vendors that are testing and recovery providers, and any other Third Party Vendors providing services to Gap. Supplier shall schedule testing dates with Gap Approval. Gap and its representatives shall observe and participate in the Disaster Recovery
tests. 

  

	 	(c)	Coordination and managing Third Party Vendors utilized by Supplier to provide the Services during Disaster Recovery testing in accordance with the Disaster Recovery plans.


  

	 	(d)	Continuing to perform the Services during Disaster Recovery tests in accordance with the Agreement. 

  

	 	3.3	Disaster Recovery Activities 

 Supplier’s
responsibilities for Disaster Recovery activities related to the Services include (“Disaster Recovery Activities”): 
  

	 	(a)	Reporting potential Disasters to Gap promptly upon identification based on parameters prescribed by Gap and in accordance with the Procedures Manual. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(b)	In the event a Disaster is declared, * or otherwise * the * or any other information associated with the execution of any Disaster Recovery plan *. 

  

	 	(c)	Executing the Disaster Recovery plans as specified in the Disaster Recovery plans, including operating the Equipment, restoring the Software, verifying that data is recovered to the
time of the Disaster, and providing all other functions within the scope of the Services. 

  

	 	(d)	In accordance with the applicable Disaster Recovery plans, determining what resources to deploy, conducting, supervising, administering the operation and implementation of such
resources, making commercially reasonable attempts to provide additional resources to maintain provision of the Services for unaffected areas and re-aligning technical resources to maintain normal business operations. 

  

	 	(e)	In accordance with the Disaster Recovery plans, assuming coordination and administrative responsibility for Third Party Vendors utilized by Supplier to provide the Services.


  

	 	(f)	Regardless of whether a formal Disaster Recovery plan exists or not, attempting to restore Services within the timeframes specified in the Service Levels. 


 

	 	(g)	Following the occurrence of any Disaster, participate in post-Disaster meetings with Gap to understand that cause of the Disaster and developing plans to eliminate or mitigate
future occurrences. 

  

	 	(h)	Coordinating Disaster Recovery activities (subject to Section 5 (Change Management)) with Gap’s Policies and Procedures and business continuity policies and plans as such
policies and plans as they are developed and provided to Supplier in writing. 

  

	 	(i)	Training Supplier personnel in Disaster Recovery procedures and implementing a process to obtain immediate access to such procedures in a Disaster situation.


  

	 	(j)	With respect to all Services covered by a Disaster Recovery plan, providing and maintaining * (including * where available) utilized to process data in accordance with the
applicable Disaster Recovery plan. 

  

	 	(1)	Gap and Supplier shall establish the time period required for backups and recovery to be included in the Disaster Recovery plan. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(2)	Supplier shall regularly backup Gap’s data and *, using *, or other * Approved by Gap and accessible to Gap. 

  

	 	(3)	Supplier shall provide * in a secure facility for the foregoing, as well as * pickup and delivery *. 

  

	 	(4)	Supplier shall perform the foregoing functions in accordance with the applicable Disaster Recovery plans. 

  

	 	(k)	In the event of a Disaster, establishing and maintaining connectivity from Supplier’s Sites to Gap Sites to deliver the Services in accordance with the Disaster Recovery plans.


  

	IV.	IT ENVIRONMENT MANAGEMENT AND REPORTING 

  

	 	4.1	Meetings 

 Except as otherwise requested by Gap in
writing, Gap and Supplier shall participate in the meetings required by this Statement of Work and such other meetings as may be requested by Gap to monitor the status of the Services and the Gap IT Environment. The specific date, time frame, scope,
attendance, and nature of any such meetings shall coincide with Gap’s requirements. 
  

	 	4.2	Reports 

 Except as otherwise requested by Gap,
Supplier shall provide Gap with the written reports required by this Statement of Work, and such other written reports as may be reasonably requested by Gap to monitor the status of the Services and the Gap IT Environment. The written reports shall
include, as appropriate, an overview of activities occurring during the reporting period, issues to be Resolved, issues Resolved, and any other information that Gap may, from time to time, request or Supplier may deem appropriate. The specific date,
time frame, scope, and nature of any such reports shall coincide with Gap’s requirements. 
  

	V.	CHANGE MANAGEMENT 

 Supplier is responsible for all
Changes (“Change Management”). Supplier’s Change Management process will comprise an end-to-end solution, and will be designed to minimize risk, cost, and business disruption to Gap and the Gap IT Environment. All Changes will be made
in accordance with the Change Control Procedures. Supplier’s responsibilities for Change Management include the following: 
  

	 	5.1	Change Management Support 

 Supplier’s
responsibilities for interfacing among Gap, Supplier and Third Party Vendor personnel implementing Changes in the Gap IT Environment and the 
 support function to meet the requirements contained in this Statement of Work and in the Procedures Manual and include: 
  

	 	(a)	Implementing Changes with the Gap IT Environment to comply with Gap’s Documentation requirements and orderly turnover, all in accordance with Section 5 (Change Management)
and the Procedures Manual. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(b)	Coordinating, managing and cooperating with Third Party Vendors as required to Implement changes. 

  

	 	(c)	Obtaining Gap Approvals for production testing and installation timetables. 

  

	 	(d)	Developing comprehensive operational Documentation. 

  

	 	(e)	Providing coordination and acceptance of New Services. 

  

	 	(f)	Enforcing Documentation standards, task lists and run sheet updates. 

  

	 	(g)	Providing Project Management as required under Section 13 (Project Management and Support) and technical expertise to optimize available resources. 

  

	 	5.2	Annual Planning 

 Supplier’s responsibilities
with respect to Annual Planning include: 
  

	 	(a)	Assisting Gap in developing and updating the annual and long-range, comprehensive plan for Gap’s IT Environment, processes, technology architecture, and standards (such plan,
the “Annual Plan” and such planning, the “Annual Planning”). 

  

	 	(b)	Assisting Gap in developing and updating its long range IT plan on an annual basis, and includes a rolling * projection of anticipated Changes to the Gap IT Environment to be made
by Supplier in connection with its performance of the Services. 

  

	 	(c)	Providing IT intelligence, technology forecasts, analysis, and other intelligence in the form of recommendations and proposed solutions to facilitate Gap’s ability to
understand alternatives in terms of features, functions, costs, and risks and to assist Gap in developing future IT requirements for Gap’s business. 

  

	 	(d)	Assisting Gap in projecting future volume and technology Changes that could impact Gap’s IT Environment. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(e)	Identifying to Gap opportunities, candidates and requirements for the deployment of new technology within Gap and automation of tasks associated with the Services and/or Gap’s
business processes. 

  

	 	(f)	Proactively submitting proposals, when new technological capabilities warrant, regarding new technology and automation to Gap for its review and Approval. 


 

	 	(g)	Proactively seeking to automate manual tasks associated with the Services. 

  

	 	(h)	Supporting Gap in the discussions and presentation of potential new technology products and service offerings to Gap management. 

  

	 	(i)	Facilitating and encouraging active cross-functional, cross-group and cross-location coordination and communication within Gap related to new technology and automation.


  

	 	(j)	Proactively identifying strategies and approaches for future IT delivery that Supplier believes may result in increased efficiency, performance, or cost savings to Gap.


  

	 	(k)	Assisting Gap to identify the IT Projects to be performed and defining high-level schedules. 

  

	 	(l)	As part of each annual planning cycle, providing specific, short-term steps and schedules for Projects, Non-Recurring Initiatives and Changes expected to occur within the first
twelve (12) months of each plan. 

  

	 	(m)	Identifying the Equipment and Software architecture and standards, and participating in keeping Gap’s Technical Architecture standards current. 

  

	 	(n)	Providing access to specialists within Supplier’s organization to assist Gap to develop and update its Annual Plan. 

  

	 	5.3	Change Management 

  

	 	(a)	General Requirements 

 Supplier’s Change Management
responsibilities shall also include: 
  

	 	(1)	Making all Changes in Gap’s IT Environment arising from, relating to, or impacting to the Services and Coordinating such Changes with Gap and Gap Third Party Vendors, as
appropriate. 

  

	 	(2)	Making all Changes in accordance with the Change Control Procedures, Section 5 (Change Management) and in compliance with the Procedures Manual and the Agreement.


  


					
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	 	(3)	Performing all Changes to individual components of Equipment and Software for which it is operationally responsible and coordination of Changes across all other components in the
Gap IT Environment regardless of the underlying ownership of the asset. 

  

	 	(4)	Designing and implementing the Change Control Procedures that include the efficient implementation of Changes, clear accountability within Supplier and to Gap, effective
coordination and communication between and among Gap, Gap Authorized Users, Supplier and Third Party Vendors. Supplier’s Change Control Procedures must integrate seamlessly with the Change Control Procedures described in Section 5 (Change
Management). 

  

	 	(5)	Making or managing, as appropriate, any Changes necessary to provide the Services in accordance with Section 5 (Change Management). 

  

	 	(6)	Responding to Change requests from Gap Authorized Users and making Changes in accordance with Section 5 (Change Management). 

  

	 	(7)	Designating and maintaining clear ownership for individual Changes throughout the entire Change Management process. Supplier shall not make any Change without Gap’s Approval or
in contravention of Section 5 (Change Management). 

  

	 	(8)	Moving all programs from the * and * to the * in a controlled and documented manner and that no Changes are introduced into the programs during such activity without the Approval of
Gap. 

  

	 	(9)	Providing an audit trail of any and all Changes to the production environment to determine the Change made and the authorization to make the Change. 

  

	 	(10)	Coordinating Change Management activities related to or implemented on the Services within the scope of the Agreement to Gap to minimize disruption of normal business processes.


  

	 	5.4	Oversight of Change Management 

 Supplier’s
responsibilities for providing performing and oversight of Changes include: 
  

	 	(a)	Coordinating all of Supplier’s Change Management activities with the Gap Change Coordinator in accordance with Gap’s Change Control Procedures. 


 


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(b)	Making any Changes necessary to provide the Services and meeting all required Service Levels, in accordance with agreed upon Change Control Procedures. 

  

	 	(c)	In an emergency, Supplier must obtain Gap Approval prior to any Change to the Gap IT Environment. 

  

	 	(d)	Without prior Gap Approval, Supplier shall not make any Changes that: 

  

	 	(1)	Adversely affects the function, performance, or efficiency of any of the Services; 

  

	 	(2)	Increases Gap’s retained costs or external fees; or 

  

	 	(3)	Impacts the way in which Gap conducts its business or operations. 

  

	 	5.5	Change Management Process and Procedures 

 Supplier’s responsibilities with respect to Change Management processes and procedures include: 
  

	 	(a)	Participating in Change meetings. Supplier’s representative in these meetings shall have the requisite authority to make binding and enforceable commitments on behalf of
Supplier. 

  

	 	(b)	Submitting all proposed Changes in advance to Gap for Approval. Unless otherwise mutually agreed, all proposed Changes shall be submitted to Gap, at a minimum, on a * rolling
calendar, with special notice for major Changes proposed on a longer term but requiring more preparation and Coordination. 

  

	 	(c)	At a minimum, each submitted proposed Change shall include all standard applicable information to provide effective Change Management and Supplier shall include in the each
submission a schedule of proposed Implementation dates for determination of any existing conflict with business events communicated to Supplier by Gap, including: 

  

	 	(1)	A description of the proposed Change; 

  

	 	(2)	A statement of purpose and justification for the proposed Change; 

  

	 	(3)	A list of Service(s), Gap Authorized User(s), and Third Party Vendor(s) potentially affected by the proposed Change; 

  

	 	(4)	The proposed schedule, including Implementation date(s) and approximate time(s); 

  

	 	(5)	The proposed Implementation process; and 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(6)	A statement of the potential risk, business impact, and/or complexity of the proposed Change. 

  

	 	(d)	For proposed Changes that represents a potentially high risk or high impact to Gap’s operations or business, or at the request of Gap, Supplier shall include a comprehensive
end-to-end test plan (including clear Change acceptance criteria); notification and escalation lists per agreement of Gap and Supplier; and work-around plans and a comprehensive contingency plan, including a back-out plan and procedures (with
specific criteria to initiate the execution of the back-out plan). 

  

	 	(e)	Reviewing proposed Changes and schedules with Gap, obtaining all necessary approvals and coordinating all Change Management activities with Gap and all affected third parties to
minimize disruption of normal business process. 

  

	 	(f)	Reporting the status of scheduled Changes including maintaining a comprehensive list of Projects and dates. 

  

	 	(g)	Providing regular progress updates to Gap and other known affected third parties. 

  

	 	(h)	Testing Changes to the Gap IT Environment and Resolve Incidents and Problems prior to production Implementation, including inter-operability testing. 

  

	 	(i)	Controlling Changes to systems and activities required by moves, upgrades, replacements, and migrations. 

  

	 	(j)	Collecting data and reporting to Gap on a * on every Change attempted, including the cause of any related Incidents and Problems, the measures taken to prevent recurrence and
whether the Change satisfied the documented acceptance criteria. 

  

	 	(k)	Maintaining records of any and all Changes to both the production and test environments within Gap’s IT Environment. 

  

	 	5.6	Gap IT Environment Maintenance Periods 

 Supplier’s responsibilities include: 
  

	 	(a)	Performing * during * scheduled in advance and Approved by Gap, or unless otherwise agreed to, and keeping systems unavailability during maintenance windows to the minimum required
for systems maintenance purposes. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(b)	Providing prior notice to Gap of the maintenance to be performed during scheduled maintenance windows and changing scheduled maintenance windows at Gap’s written request and
upon prior notice. 

  

	 	(c)	Scheduling outages for maintenance, expansions and modifications during hours that meet Gap’s operational needs. 

  

	 	(d)	Performing routine maintenance during scheduled maintenance windows. Scheduled maintenance windows are the specific times as Approved by Gap. 

  

	 	(e)	Scheduled times for all maintenance windows shall be reviewed & pre-Approved by Gap on at least a *. 

  

	 	(f)	At Gap’s request, Supplier shall Change scheduled maintenance windows for Equipment located at Supplier Sites to meet Gap’s operational needs as identified by Gap to
Supplier. Supplier shall give Gap at least * prior written notice of the maintenance to be performed during scheduled maintenance windows. In the event that there is a need for emergency systems maintenance, Supplier shall provide Gap with as much
notice as possible, and shall perform such maintenance so as to minimize interference with the business and operational needs of Gap and in compliance with the Procedures Manual. 

  

	 	(g)	Gap, at any time and at its discretion, may specify “quiet” periods during which Supplier shall not make any Changes without the specific Approval of Gap. Supplier shall
use the scheduled maintenance windows (and non-scheduled maintenance windows required by Gap) for purposes of supporting and maintaining Equipment and Software, including Installing upgrades, patches, and all other related activities to eliminate
the need for non-scheduled maintenance windows. 

  

	 	(h)	To the extent Supplier requests any maintenance windows outside of the scheduled maintenance windows, such non-scheduled maintenance windows shall not be excluded from downtime for
the purposes of measuring Supplier’s compliance with applicable Service Levels. 

  

	VI.	SERVICE REQUEST MANAGEMENT 

 Supplier’s service
request management responsibilities include: 
  

	 	(a)	Tracking, managing, processing and fulfilling appropriately Gap Approved requests for Service in accordance with the Procedures Manual. 

  

	 	(b)	Performing the same functions and assuming the same responsibilities as described in Section 11 (Incident and Problem Management) to the extent applicable (it being understood
that the term “Resolve” and its variants and the term “Severity Levels” is not applicable to requests for Service). 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(c)	Entering all relevant requests for Service into the Incident and Problem Tracking system, and delineating requests for Service from Incident or Problems within the Incident and
Problem Tracking system. 

  

	VII.	FACILITIES MANAGEMENT AND SUPPORT 

 Supplier’s
responsibilities related to facilities management and support include (“Facilities Management”): 
  

	 	(a)	Establishing and maintaining proper and adequate Supplier facilities, Equipment and supplies at Supplier Service Locations with a properly trained and appropriately sized management
and support staff. 

  

	 	(b)	Maintaining a clean, clutter-free IT environment in all Data Centers and Gap Sites where Supplier has on-site personnel or upon supplier completing IMAC activities (e.g., Cabling,
equipment and packing material). 

  

	 	(c)	At Supplier-owned Data Centers, initiating and tracking requests for space, power and other Data Center modifications in support of Equipment installations.


  

	 	(d)	Providing requests to Gap in advance as appropriate, but no later than * in advance of installation, for space and power requirements in support of Equipment at the Gap Data
Center(s), computer room(s), LAN closet(s), etc. operated by Supplier. 

  

	 	(e)	Cooperating with and facilitating the activities of Third Party Vendors who provide support for Gap with respect to the Services (excluding Client Devices), including at Sites for
which Supplier is responsible for providing on-site LAN/WAN support. Supplier shall providing physical access to the applicable site and shall monitor the activities of all such Third Party Vendors. 

  

	VIII.	DOCUMENTATION 

 Supplier shall develop and maintain
Documentation in accordance with its best practices. Such Documentation will be made readily accessible to the Gap. 
  

	 	(a)	Supplier’s responsibilities for developing, maintaining and Documentation include: 

  

	 	(1)	Maintaining comprehensive Documentation on all operations procedures, services, Equipment and Software for which Supplier is responsible under the Agreement and provide a means of
access to Documentation from Third Party Vendors or the Gap staff that is acceptable to Gap. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(2)	Documenting and implementing a process for developing new or updating existing Documentation, provided that all Changes to Documentation shall comply with Section 5 (Change
Management) above. 

  

	 	(3)	Providing Documentation to Gap in paper copies, electronically, and on a web-enabled basis wherever possible, for access by Authorized Users and Gap. 

  

	 	(b)	Supplier’s responsibilities relating to operations Documentation include: 

  

	 	(1)	Documenting and maintaining Documentation on all operations procedures, services, Equipment and Software for which Supplier is operationally responsible. 


 

	 	(2)	Documenting and maintaining procedures in the Procedures Manual to be utilized by Gap relative to the Services. 

  

	 	(c)	Auditing Documentation developed by Supplier regularly for completeness and accuracy, including (1) verifying that all Documentation is complete, present, organized, readable,
and updated, and (2) reporting the resulting audit findings to Gap on a regular basis and where it is determined that Documentation is inaccurate (for example, erroneous or out of date), correcting and replacing such Documentation.


  

	IX.	PERFORMANCE MANAGEMENT AND QUALITY ASSURANCE 

 Supplier is responsible for providing performance management services including, proactive and predictive monitoring and management of the Gap IT Environment as it relates to the Services. 
  

	 	9.1	Proactive Performance Management 

 Supplier’s
responsibilities for proactively monitoring the performance of the Gap IT Environment include: 
  

	 	(a)	Proactively monitoring the Gap IT Environment, where feasible in the current environment, as it relates to the Services to identify and Resolve Incidents and Problems where possible
before they affect Gap. 

  

	 	(b)	Monitoring and managing the performance of the Gap IT Environment. 

  

	 	(c)	Performing proactive Incident and Problem detection and Incident and Problem Resolution where feasible in the current environment, in accordance with Section 11 (Incident and
Problem Management). 

  

	 	(d)	Performing necessary * on Equipment. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	  	Gap/IBM Confidential and Proprietary Information    	  	Page 18










 

 
  


	 	(e)	Managing and Resolving error messages that allow for resumption of normal operational status. 

  

	 	(f)	Providing notification to Gap according to predetermined guidelines of any need for an unscheduled interruption and Coordinating that activity with designated Gap personnel.


  

	 	(g)	Detecting, managing and resolving exceeded thresholds for all Services. 

  

	 	(h)	Providing a Web-based report the operational status of the Gap IT Environment as it relates to the Services, to be updated on a near real-time basis. 

  

	 	9.2	Predictive Performance Management 

 Supplier’s
predictive performance management responsibilities also include: 
  

	 	(a)	Analyzing data collected while monitoring the Gap IT Environment and evaluating the performance of the Gap IT Environment. 

  

	 	(b)	Reporting the results of Supplier’s analysis and making recommendations on a * or more frequently as reasonably requested by authorized Gap representatives.


  

	 	(c)	Reviewing the results of identified performance trends or trend analysis with Gap. 

  

	 	(d)	Working jointly with Gap, conducting * meetings (or as otherwise mutually agreed to in writing by the parties) to make recommendations for Changes to the Gap IT Environment based on
such analysis. 

  

	 	(e)	Tuning and refining the delivery of the Services based on the monitored data. 

  

	 	(f)	Employing management system tools or other tools required to monitor events that exceed thresholds. 

  

	 	(g)	Defining the actions to be taken in the event performance trends indicate that an Incident or Problem is likely to occur. 

  

	 	(h)	Assessing and implementing alternate methods and procedures subject to the Change Control Procedures. 

  

	 	9.3	Quality Assurance 

 Supplier’s
responsibilities for quality assurance with respect to the Services as a whole include: 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(a)	Developing and employing a quality assurance program, subject to Gap Approval, designed to promote performance of the Services at a high level of quality, focusing on measuring and
improving reliability, speed, cost effectiveness, and customer satisfaction. 

  

	 	(b)	Writing and maintaining procedures and measurements on all quality assurance activities associated with the Services. 

  

	 	(c)	Employing quality metrics and procedures that are consistent with similar standards in Gap’s peer group and/or in the provision of similar professional services.


  

	 	(d)	Compliance with a published quality assurance program, with adequate internal controls and verification activities. 

  

	 	(e)	Allowing Gap to perform audits that shall focus on Supplier’s adherence to its quality assurance procedures and standards; on the metrics gathered to support quality assurance
activities; and on Supplier’s efforts to improve overall quality. Supplier shall Cooperate fully and assist Gap with any such audits. 

  

	X.	CORPORATE HELP DESK, TIER 2 AND TIER 3 SUPPORT 

  

	 	10.1	General Definitions 

  

	 	(a)	“Help Desk Support” means the level of support provided by the Help Desk which takes the initial call or request from the Authorized User and attempts initial Incident
resolution (“Tier 1”) and includes activities such as initial Incident identification, reporting, logging of Incident records and initial Incident resolution, tracking of Incident, reporting and Incident status, closing Incidents, or other
assistance in accordance with the Procedures Manual. Tier 1 may include dispatching of Supplier or Gap third party onsite technicians. 

  

	 	(b)	“Tier 2 Support” means the next level of support after the Help Desk for Incidents assigned to Supplier by the Help Desk. If Tier 1 Support does not Resolve the Authorized
User’s Incident or questions, the Incident shall be referred to Supplier for in-scope Problems or Incidents. Tier 2 Support provides a higher level of expertise that goes beyond Tier 1. Limited programming, if any, may occur at this level. Tier
2 Support may include the use of onsite technicians. 

  

	 	(c)	“Tier 3 Support” means the provision of advanced technical support, consultation and guidance to the Tier 1 Help Desk Support and Supplier’s Tier 2
Support team by subject matter experts and the assistance in the final resolution of complex Incidents. Tier 3 Support also involves interacting with OEM groups or development teams that provide consultation in Incident determination and resolution,
including the development of programming workarounds, patches and fixes. This Tier 3 Support provides specific systems or product knowledge and/or programming expertise. 

  


					
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	 	10.2	Supplier’s Help Desk, Tier 2 and Tier 3 Support Responsibilities 

  

	 	(a)	The Help Desk shall handle initial Incident and Problem Resolution as follows as part of its Tier 1 Help Desk Support: 

  

	 	(1)	* 

  

	 	(2)	* 

  

	 	(3)	* 

  

	 	(4)	* 

  

	 	(5)	* 

  

	 	(6)	Respond to end user requests with accurate and appropriate information 

  

	 	(7)	* 

  

	 	(8)	* 

  

	 	(9)	* 

  

	 	(10)	* 

  

	 	(11)	Call customer for further information 

  

	 	(12)	*. 

  

	 	(13)	Close the call 

  

	 	(14)	*. Tier 1 will search their contact data base to see if they can identify where the customer should be calling for support and provide the information to the customer. *.


  

	 	(15)	Utilize a variety of tools and technical knowledge to Resolve the Authorized User’s Incident or Problem. 

  

	 	(16)	Instruct Authorized User to invoke the * or similar * and * the Authorized User to a * and Authorized User’s data, if unable to solve the Authorized User’s problem via
other methods. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(17)	Determine if Tier 2 Support is required and, if necessary, *. 

  

	 	(b)	Supplier’s Tier 2 and Tier 3 Support includes: 

  

	 	(1)	Supplier shall provide facilities, associated technologies, and fully trained staff to provide Tier 2 and Tier 3 Support. 

  

	 	(2)	Personnel providing Tier 2 Equipment and Software Support shall be appropriately certified and Supplier shall at all times maintain the appropriate number of certified technicians
to meet agreed upon Service Levels. 

  

	 	(3)	Supplier shall receive and process all Incidents assigned to Supplier by the Help Desk, from the appropriate queue into the Incident and Problem Management system.


  

	 	(4)	Supplier shall process all Incidents identified by Supplier as a result of its monitoring of the Gap IT Environment into the Gap Incident and Problem Management system.


  

	 	(5)	Have the necessary * and * administrative privileges to perform remote deskside Break/Fix services (e.g., clear print queues, add Equipment to domain). 

  

	 	(6)	Providing Authorized User information to Gap Tier 1 Help Desk Support personnel and Supplier personnel providing Tier 2 and Tier 3 Support before any new functionality is Installed
into production. 

  

	 	(7)	Providing the Help Desk with a continuously updated list of other Help Desks and/or “on call” personnel who are responsible for Tier 2 and Tier 3 Support, available * to
receive and appropriately respond to notice of problems, including contact phone numbers. 

  

	 	(8)	Providing status updates to Gap during Incident resolution, according to the Procedures Manual. 

  

	 	(9)	Providing support, analysis and assistance to Gap Authorized Users for Applications in response to the Gap Tier 1 Help Desk Support personnel referrals/transfers according to the
Procedures Manual. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(10)	Providing Application-specific support to Application Authorized Users, via the Help Desk or directly, as authorized by Gap, which include investigating and Resolve Problems where
possible; providing technical support and analysis; supporting Application Installations; and answering Authorized User queries. 

  

	 	(11)	Identifying and reporting to Gap opportunities that may increase Authorized User satisfaction and decrease Incident and Problem reports. 

  

	 	(12)	Performing all other Tier 2 and Tier 3 Support activities as requested by the Help Desk. 

  

	 	(13)	Ownership of Incidents and Problems shall revolve around and be driven by the Authorized User’s needs and Supplier shall minimize transfers to multiple parties to the greatest
extent possible. 

  

	 	(14)	For Severity 1 Problems, Supplier will assign a coordinator as a single point of contact for the Problem. 

  

	 	(15)	Supplier’s support personnel shall route the Incident or Problem to the appropriate person or entity for Resolution and including in the Problem record the technical
justification for the routing; track the progress of Resolution efforts; escalate Incidents and Problems to the appropriate levels for Resolution in accordance with the Procedures Manual; and close an Incident or Problem after receiving confirmation
from the affected Authorized User that the Incident or Problem has been Resolved. 

  

	 	(16)	Supplier shall act proactively and cooperate fully with all other internal or external parties to Resolve the Incident or Problem. 

  

	 	(17)	Developing and documenting for Gap’s Approval processes regarding interfaces, interaction, and responsibilities between Tier-1 Support personnel, Tier-2, and Tier-3 Support
personnel, and any other internal or external persons or entities that may either submit an Incident or Problem, or receive an Incident or Problem. 

  

	 	(18)	Providing Supplier’s Tier 2 and Tier 3 Support personnel with adequate training on new products and services as may become part of Supplier’s responsibilities under the
Agreement from time to time. 

  

	 	(c)	Other operational and technical requirements for the Help Desk, Tier 2 and Tier 3 Support include: 

  

	 	(1)	Providing * coverage for Tier 2 and Tier 3 Support. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(2)	Providing and paying for a single, toll free telephone number for the US and Canada. Authorized Users in a particular country shall use the toll free number in that country for
Incidents or Problems to the Help Desk. 

  

	 	(3)	Providing support in English. 

  

	 	(4)	Leveraging and updating currently deployed tools to enable the Tier 1 Support personnel to effectively submit Incidents or Problems via electronic mail and/or a secure Website; and
to continuously educate Tier 1 Support personnel on the use of such media. 

  

	 	(5)	Providing and continuously updating a list of frequently asked questions (“FAQs”) regarding the Services, and publishing and Maintaining an archive of answers to the FAQs.


  

	 	(6)	Providing the FAQs and answers using a media that is efficient, easy to use, and easily accessible for Authorized Users, and subject to Gap Approval. 

  

	 	(7)	Conducting random surveys (subject to Gap Approval) of Authorized Users immediately after they have used the Tier 2 and/or Tier 3 support and reporting the results to Gap. These
random surveys shall be performed and reported each month and includes a minimum survey sample of * of the Incidents or Problems. 

  

	 	(8)	Calculating statistics and publishing reports, on at least a *, on the number of Incidents or Problems; sources of Incidents or Problems; frequency regarding the types or categories
of Incidents or Problems; length of open Incidents or Problems; number of Incidents or Problems Resolved upon first contact; abandoned rate; number of Incidents or Problems requiring Tier-2/3 Support; and other pertinent information regarding
Incidents and Problems. 

  

	 	(9)	Working to establish processes to “push” Incident or Problem status back to the affected Authorized User. 

  

	 	(10)	Subject to Gap’s Approval, developing and periodically updating Problem escalation procedures and distributing such procedures to Authorized Users. 

  

	 	10.3	Mobile Access and Support for Authorized Users 

 Supplier’s responsibilities for mobile access and support include: 
  

	 	(a)	Providing Help Desk, Tier 2 and Tier 3 Support for Authorized Users who are remotely accessing (or attempting to remotely access) Gap’s IT Environment from any location.


  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(b)	Providing Software updates in emergency situations to remote and mobile Authorized Users (for example, Malware detection and protection, security threats, etc.). The distribution of
these Software updates to mobile Authorized Users shall be delivered by the most expeditious method, including being automatically executed during remote access sessions. 

  

	 	(c)	Providing Software deployment and patch distribution for mobile and remote Authorized Users in a timely fashion. 

  

	 	(d)	Adopting, implementing (as a Non-Recurring Initiative), and supporting the solution for security for mobile and remote Authorized Users, subject to Gap’s Approval.


  

	 	(e)	Providing a process for replacement of stolen or damaged machines used by mobile Authorized Users, including installation of Authorized User-specific Software portfolio, and
assisting Authorized Users in data restoration and configuration. 

  

	 	(f)	Supporting a Gap-Approved solution to protect machines that are directly connected to the Internet. 

  

	 	(g)	Deploying and supporting standard Applications in a mobile environment as well as Applications that require Authorized User-specific databases (for example, CRM), subject to Change
Management. 

  

	XI.	INCIDENT AND PROBLEM MANAGEMENT 

 Supplier’s
Incident and Problem Management responsibilities include (“Incident and Problem Management”): 
  

	 	11.1	General Requirements 

  

	 	(a)	Tracking and Managing all Incidents and Problems that are assigned to Supplier by the Help Desk or as automatically generated by the applicable Tool. 

  

	 	(b)	Resolving those Incidents and Problems arising from or related to the Services. 

  

	 	(c)	Emphasizing and promoting the elimination or quick resolution of Incidents and Problems. 

  

	 	(d)	Maintaining clear accountability within Supplier and to Gap. 

  


					
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	 	(e)	Meeting specified Service Levels. 

  

	 	(f)	Performing proactive where possible, and reactive troubleshooting to identify and Resolve Incidents and Problems. 

  

	 	(g)	Employing procedures for proactive monitoring, logging, tracking, escalation, review, and reporting (historical and predictive) for appropriate Incidents and Problems in accordance
with the Procedures Manual. 

  

	 	(h)	Documenting and implementing a flexible process for the coordination of Incident and Problem Management activities on a global basis using a single point of contact across functions
and Services performed and provided by Supplier, Gap’s sites, and with other Third Party Vendors providing services to Gap. 

  

	 	(i)	Categorizing, documenting and communicating to Gap the relative importance of each Incident according to the Severity Levels described in Exhibit B.1 (Service Level Matrix).


  

	 	(j)	Monitoring, controlling and managing each Problem and Incident arising from or relating to the Services until it is Resolved, and confirmed with the Authorized User in accordance
with the Procedures Manual. 

  

	 	(k)	Engaging and coordinating Gap departments and Third Party Vendors to localize and Resolve Incidents and Problems arising from or impacting the Services, including contacting
specialized or local Third Party Vendors, as provided by Gap. 

  

	 	(l)	Managing and coordinating Problem and Incident tracking efforts and notification to Gap Authorized Users through the Help Desk and other Third Party Vendors.


  

	 	(m)	Maintaining regular communications of the status of an Incident or Problem between all parties and Gap Authorized Users until the Incident or Problem is Resolved.


  

	 	(n)	Performing trend analyses on the volume and nature of Incidents and Problems to identify areas for improvement (including script updates); and reporting on the trend analyses and
improvements to the Help Desk on at least a quarterly basis or more frequently as required by Gap. 

  

	 	(o)	Implementing measures to avoid unnecessary reoccurrence of Incidents and Problems. 

  

	 	(p)	 Performing root cause analysis and event correlation for all Incidents and Problems, identifying and document preventive measures and making recommendations to fix
root causes. Root cause analysis reports are to be presented to Gap for all Severity 1 and Severity 2 Problems as agreed to, 



  


					
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and shall include a description of the failure, root cause analysis performed, proposed actions (with timing and the party responsible to Implement such
actions) to eliminate or reduce the likelihood of a recurrence of the failure, and confirmation that proposed actions addressed the Problem. 


  

	 	(q)	Developing and Implementing tools and enhancing processes to proactively perform Incident and Problem Management, with the objectives of automating the Incident and Problem
Management process and identify and Resolve potential Incidents and Problems before they occur on a proactive basis 

  

	 	(r)	Continuously analyzing trends in the volume and nature of Incidents and Problems to identify areas for improvement of the Services (and report on improvements). This trend analysis
shall be performed and reported to Gap on at least a * basis. 

  

	 	11.2	Incident and Problem Management System 

  

	 	(a)	Supplier shall use the Gap Incident and Problem Management Tracking system to track Incidents and Problems relating to the Gap IT Environment. 

  

	 	(b)	Tracking information for each Incident and Problem submitted to (and originating from) the Help Desk or Supplier, to include those agreed to by Gap and Supplier. Such information
shall include at a minimum: 

  

	 	(1)	the date and time the Incident or Problem was raised; 

  

	 	(2)	an Incident or Problem tracking number; 

  

	 	(3)	a description of the Incident or Problem; 

  

	 	(4)	relevant information about the Gap Authorized Users affected and/or Gap Site affected; 

  


	 	(5)	the Priority Level of the Incident or Problem; 

  

	 	(6)	the Incident or Problem status and next steps to be taken; and 

  

	 	(7)	the date and time the Incident or Problem was Resolved. 

  

	 	(c)	Regularly updating the Incident and Problem Management Tracking system (including the knowledge database) in accordance with agreed to procedures by Gap and Supplier and Supplier
solutions and Supplier’s best practices as they are developed. Upon Gap’s request, Supplier shall provide Gap with periodic updates based on “lessons learned” and Incidents and Problems experienced by Supplier’s other
customers. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(d)	Providing Gap with group access to the Incident and Problem Management Tracking system, and allowing certain Gap and Gap Third Party Vendors to view appropriate segments of the
knowledge database on an ongoing basis (including Gap Authorized Users). 

  

	 	(e)	Maintaining current on-line self help for users of the Incident and Problem Tracking system. 

  

	 	(f)	Coordinating tracking efforts and notification to Gap Authorized Users through the Help Desk and other Third Party Vendors. 

  

	 	(g)	Maintaining communications with all parties and the Help Desk until the Incident or Problem is Resolved. 

  

	 	(h)	Maintaining communications to Gap and affected the Help Desk and Third Party Vendors, regarding Incidents and Problems. The communication shall commence upon identification of an
Incident or Problem, through Resolution, and through any follow-up communication and work required post-Resolution, in accordance with the Procedures Manual. 

  

	 	(i)	Providing reports to Gap and Third Party Vendors regarding Incidents and Problems as relevant. 

  

	 	11.3	Additional Incident and Problem Communication and Notification Requirements 

 Supplier’s additional Incident and Problem communication and reporting responsibilities include: 
  

	 	(a)	Providing prompt notification to Gap focal point of system outages on critical Applications and systems and otherwise providing the Help Desk with regular and timely progress
updates that clearly indicate the nature of the applicable Incident or Problem, the estimated time to completion, and potential short-term alternatives agreed to by Gap and Supplier. 

  

	 	(b)	Providing communications regarding the Incident or Problem to Authorized Users upon request to the Help Desk. 

  

	 	(c)	At a minimum, Supplier’s notification and communications shall include: 

  

	 	(1)	The Severity Level of the Incident or Problem. 

  

	 	(2)	The location of the Incident or Problem and the name and/or number of affected Gap Authorized Users. 

  

	 	(3)	The elapsed time before a Problem is escalated to the next higher Severity Level. 

  


					
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	 	(4)	The levels of involvement (and notification) of Supplier Management and Gap Management at each Severity Level. 

  

	 	(d)	Communicating the status of Severity Level 1 and Severity Level 2 Incidents and Problems on a timely basis appropriate to the impact of the Incident or Problem to Gap and agreed to
by Gap and Supplier in accordance with the Procedures manual. 

  

	 	(e)	Tracking and reporting any backlog of Incident and Problems that are not Resolved on at least a daily basis, or more frequently as requested by Gap. 

  

	 	(f)	If Supplier believes an Incident or Problem cannot be Resolved, Supplier shall communicate to Gap the nature of the Incident or Problem, the reason why Supplier believes it cannot
be Resolved and the efforts employed by Supplier to Resolve the Incident or Problem to the appropriate level within Gap as agreed to by Gap and Supplier 

  

	 	(g)	In the event there is a recurrent Incident or Problem, Supplier shall, upon Gap’s request, conduct meetings with Gap and any required third parties to address Supplier’s
Incident and Problem Resolution activities, including providing a root cause analysis report. 

  

	 	(h)	Providing Gap with regular (*) and ad hoc electronic reports on Incident and Problems including: statistics on total numbers of Incident and Problems; outstanding Incident and
Problems, resolution time, chronic outages, performance and Incident and Problem trend analysis. 

  

	 	(i)	Providing Incident and Problem resolution exception reports. 

  

	XII.	TESTING CENTER SERVICES 

 Supplier shall be
responsible for the “Testing Centers Services” to support the overall test environment, tools and consulting to other IT teams, including: 
  

	 	12.1	Test Environments 

  

	 	(a)	Working with other IT teams determine requirements for test environments. 

  

	 	(b)	Designing test environments and processes to manage testing in the environments. 

  

	 	(c)	Working with server and network teams implement and support the systems infrastructure for test environments (servers, storage, etc.). 

  

	 	(d)	Scheduling test environments, negotiating as needed with teams. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(e)	Managing test environment data setup and refresh as required by the teams. 

  

	 	12.2	Testing Tools 

  

	 	(a)	Working with other IT teams determine requirements for test tools. 

  

	 	(b)	Designing test tool environment. 

  

	 	(c)	Installing, maintaining and supporting test tools. 

  

	 	(d)	Providing consulting and support for test tool use. 

  

	 	12.3	* 

  

	 	(a)	Working with other IT teams determine the requirements for the *. 

  

	 	(b)	Working with server and network teams maintain lab environment. 

  

	 	(c)	Scheduling test lab usage. 

  

	 	(d)	Assisting teams with test lab usage. 

  

	 	12.4	Test Consulting 

  

	 	(a)	Providing testing subject matter consulting to teams on testing strategies and methods. 

  

	XIII.	PROJECT MANAGEMENT AND SUPPORT 

  

	 	13.1	General 

  

	 	(a)	Supplier shall provide project management services for all Services provided by Supplier to Gap pursuant to the Agreement using the project processes and methodology specified
below, regardless of whether the applicable Project is part of the Services or is a New Service (“Project Management” and such services, the “Project Management Services”). Supplier shall work in conjunction with a Gap Project
Manager to complete all work activities as described below. Supplier shall use Gap’s Project Management procedures agreed to be Gap and Supplier. 

  

	 	(b)	[RESERVED] 

  

	 	(c)	The determination of whether a Change or other effort constitutes a Project for which Project Management Services are required shall be made as determined by Gap in accordance with
Section 5 (Change Management). Supplier shall only provide Project Management Services with respect to those Projects that have been Approved by Gap and have a valid Gap-assigned payment number. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(d)	Supplier shall employ agreed upon Project Management methodologies. All Statement of Work submissions must comply to the agreed upon Statement of Work format.


  

	 	(e)	Examples of Changes that may constitute a Project are as follows: 

  

	 	(1)	Gap IT Environment infrastructure - 

  

	 	(A)	transitioning to strategic new Gap IT Environment infrastructure; 

  

	 	(B)	transitioning to standard, state of the art utility infrastructure (*); 

  

	 	(C)	Change of components or telecommunications used to support an existing Application; 

  

	 	(D)	Changes to an existing Application caused by a modification of the current operational Gap IT Environment infrastructure; 

  

	 	(E)	amendment to a previously Gap Approved Change request that is in process where such amendment shall cause rework or have impact on work to be done, affecting cost estimates and
target dates; 

  

	 	(F)	Authorized Gap end user computing IMACs; 

  

	 	(G)	Network design criteria and standards; 

  

	 	(H)	Network Implementation Management; 

  

	 	(I)	Network IMACs; 

  

	 	(J)	Network engineering, security or operations Changes; 

  

	 	(K)	production control and scheduling Changes; 

  

	 	(L)	Server capacity & configuration Changes; 

  

	 	(M)	database Management & support Changes; 

  

	 	(N)	external storage media & operations Changes; 

  

	 	(O)	offsite–media storage Changes; 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(P)	print & output Changes; 

  

	 	(Q)	business operations acquisitions and divestitures; and 

  

	 	(R)	de-commissioning of Equipment, Software and Applications. 

  

	 	13.2	Project Planning Process 

 Supplier shall assist
Gap in its annual planning and budgeting, quarterly planning reviews and exception review processes. Supplier shall provide information and relevant industry data to assist Gap to prioritize and obtain Gap’s Approval for all Projects. The
overall goal of the planning process is to provide consistency and to align the actions taken with Gap’s strategic objectives. Supplier shall be responsible to provide Gap with all necessary initial Project sizing, scoping and, with respect to
Projects that are New Services only, cost estimates to complete the Project on a not-to-exceed basis. In addition to the responsibilities described in Section 13 (Project Management and Support) above, Supplier’s responsibilities for
Project planning and support include (the “Project Planning”): 
  

	 	(a)	Upon Gap’s request, participating in Gap’s long-range business planning meetings to review operations and business plans; and recommending services and Projects to support
plan execution. 

  

	 	(b)	Maintaining levels of industry knowledge in Gap’s business to provide support and recommendation of Projects as required under the Agreement and this Statement of Work.
Supplier shall obtain and maintain such industry knowledge through, among other activities, participation in industry meetings, forums and conferences at Supplier’s sole cost and expense. 

  

	 	(c)	Upon Gap’s Approval of a Project related to the Services, Supplier shall employ Project Management methodology, processes and tools that shall be used to consistently plan,
initiate, control, and Implement all Projects for all Services, all in accordance with Section 13 (Project Management). 

  

	 	13.3	Statements of Work Required 

 Unless Gap, in
writing, specifically waives application of this Section 13.3 and authorizes Supplier to commence a Project without a Statement of Work, under no circumstances shall any Projects commence without first executing a Statement of Work. Each
Statement of Work must contain the following provisions: 
  

	 	(a)	A written description of the work to be provided as part of the Project. 

  

	 	(b)	A written description of the resources to be provided by Supplier under the Project (including the location at which such resources are to be provided and, if applicable, the names
and positions for all Supplier personnel to be used). 

  


					
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	 	(c)	The Deliverables, Specifications, Acceptance Criteria, timeline and milestones, acceptance testing period and applicable gate review process. 

  

	 	(d)	A description of the responsibilities of Gap relating to the Project, including any facilities, Equipment, Software, personnel or other support to be provided by Gap.


  

	 	(e)	Within five (5) business days after receipt by Supplier of a request to perform a Project, or as otherwise agreed in writing by the parties, Supplier shall provide Gap with a
draft of the Statement of Work for the specific Project. In the event Gap elects to have Supplier perform such Project, Gap and Supplier shall execute a Statement of Work. Supplier shall not begin performing any work until a Statement of Work has
been executed on behalf of Gap. Gap shall prioritize the Projects. In the event that Gap changes the priority of the Projects, Gap and Supplier shall comply with the requirements of Section 5 (Change Management). 

  

	 	(f)	In addition to the acceptance testing procedures set forth below with respect to specific Deliverables, Supplier and Gap acknowledge and agree that all Projects shall comply with
the Project Management Procedures described in Section 13 (Project Management and Support), and the gate review process and exit gate review process as set forth in the applicable Statement of Work. 

  

	 	13.4	Project Management 

 Supplier’s
responsibilities for Project Management include: 
  

	 	(a)	Submitting the Project Management methodology, processes and tools utilized by Supplier is subject to Gap Approval before deployment. 

  

	 	(b)	Managing all Supplier tasks and resources associated with the Project, and Coordinating Project activities with Gap, affected Gap Authorized Users, and Third Party Vendors.


  

	 	(c)	Making any and all Gap Approved Changes associated with the Project in compliance with Section 5 (Change Management) and the Agreement. 

  

	 	(d)	Communicating and reporting Project status as described in Section 13.7 (Project Communication and Reporting). 

  


					
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	 	13.5	[Reserved] 

  

	 	13.6	Project Methodologies, Tools & Processes 

  

	 	(a)	Gap requires structured, well-documented processes, methodologies and tools to provide the Project Management Services. Supplier shall comply with all Gap Approved Project
Management processes (including Gap’s IT Delivery and Governance Model as set forth in Exhibit D.2 (Governance), Project Management methodologies, and Project Management tools which integrate with Gap Project Management methodology).


  

	 	(b)	All Changes to Supplier’s Project Management methodology, processes and tools are subject to Gap’s Approval before Implementation. 

  

	 	(c)	The complete Project Management life cycle (initiation phase, planning phase, executing phase, controlling phase and closing phase) must be covered by Supplier’s Project
Management methodology, processes and tools. Supplier shall utilize consistent methodologies and tools to plan, Monitor and control Projects throughout the Project lifecycle. 

  

	 	(d)	Supplier shall be experienced with Supplier’s Project Management methodology, processes and tools, and have a proven track record of success in using them to Manage Projects.
Gap’s Approval is required to prior to deployment of Supplier’s Project Management methodology, processes and tools. 

  

	 	(e)	Supplier’s Project Management process include: 

  

	 	(1)	Project integration management processes designed to properly coordinate the elements of the Project, such as Project plan development, Project plan execution, and overall Change
Control Procedures. 

  

	 	(2)	Project scope management processes designed to validate that all the work required, and only the work required, is included to complete the Project successfully and efficiently,
such as initiation, scope planning, scope definition, scope verification, and scope Change Control Procedures. 

  

	 	(3)	Project issues management processes designed to identify, record/track, evaluate and mitigate the issues completely, expeditiously and without impact to the Project. An
“issue” has one or more of the following characteristics: (a) any matter that presently impeding the progress of a Project; (b) anything that is happening or has happened and has not been Resolved; or (c) the work to Resolve
the impediment is diverting resources away from the tasks as identified in the Project plan. 

  


					
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	 	(4)	Project time management processes designed to complete the Project in accordance with the applicable Statement of Work, including activity definition, activity sequencing, activity
duration estimating, schedule development, and schedule control. 

  

	 	(5)	Project cost management processes designed to complete the Project within the applicable budget Approved by Gap (to the extent applicable to the Project), including resource
planning, cost estimating, cost budgeting, and cost control. 

  

	 	(6)	Project quality management processes designed to validate that the Project satisfies the Gap business needs and requirements for which it is undertaken, including quality planning,
quality assurance, and quality control. 

  

	 	(7)	Project human resources management processes designed to most effectively use the people involved in the Project, including organization planning, staff acquisition, and team
development. 

  

	 	(8)	Project communications management processes designed to timely and generate, collect, disseminate, store, and ultimately dispose of Project information to Gap and other third
parties appropriate, including communications planning, information distribution, performance reporting, and administrative closure. 

  

	 	(9)	Project risk and dependency management processes relating to with identifying, analyzing, and responding to Project risk and plans to overcome or mitigate the impact of unexpected
events, including risk identification, risk qualification, risk response development, risk response control, mitigation plans and probabilistic analysis. 

  

	 	(10)	Project procurement management processes required to acquire goods and services from outside Gap or Supplier’s organization, including procurement planning, solicitation
planning, solicitation source selection, control administration, and contract closeout. 

  

	 	(11)	Project Implementation and transition management processes designed to successfully launch and transition Projects to ongoing operations, including implementation planning, launch
failure contingency planning, transitional procedures, operational procedures and knowledge transfer. 

  

	 	13.7	Project Communication and Reporting 

 Supplier
shall provide such reports and communications as may be required by the Gap Project Management office and the gate review process. 
  


					
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	 	13.8	Quality 

 All Project Management Services performed
by Supplier shall be subject to deliverable qualitative reviews and milestone reviews by Gap. 
  

	 	13.9	Project Management Systems 

 Except as otherwise
agreed in writing by the parties, Supplier shall provide any Supplier Equipment and/or Supplier Software (at no additional cost to Gap): (1) required to deliver Supplier Services and the Projects, or (2) required to meet the Service
Levels. Supplier shall obtain Gap’s prior written Approval before replacing, upgrading, or providing any additional Supplier Equipment or Supplier Software that may adversely impact Gap’s systems or technology infrastructure, or require
Gap to incur additional costs or expense as a result of such Change. Gap shall provide Supplier the access to the Gap systems. 
  

	XIV.	SYSTEMS ENGINEERING 

  

	 	14.1	General Requirements 

 Supplier shall provide
engineering support for the IT infrastructure including servers, storage, voice and data network, workstations, application enabling software and systems and necessary management tools. 
  

	 	14.2	Infrastructure Standards 

  

	 	(a)	Working with Gap retained engineers, Supplier will, on an ongoing basis, assess the infrastructure elements in the above environments and revise existing standards in Exhibit D.6
(Technical Architecture and Product Standards) to provide reliable and secure operations and manage costs. 

  

	 	(b)	Supplier will bring best practices to Gap. 

  

	 	(c)	Supplier will assist Gap teams in updating the standards documents to reflect any changes. 

  

	 	14.3	Standard Builds 

  

	 	(a)	Supplier will be responsible for developing the approved software images for deployment throughout Gap Inc, worldwide, as contained in Exhibit D.6 (Technical Architecture and
Product Standards). 

  

	 	(b)	Standard builds will cover appropriate server, workstation, network and application enabling environments. 

  

	 	(c)	Supplier will maintain the minimum number of builds necessary to meet Gap’s business needs. 

  


					
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	 	14.4	Projects 

  

	 	(a)	Supplier will provide needed resources to support project teams working on Gap business initiatives. The support will include: 

  

	 	(1)	Consulting with project teams on Gap’s standards, environments, and products. 

  

	 	(2)	Working with Gap retained engineers to provide conceptual design, sizing estimates and initial product selection to support project pre-initiation work. 

  

	 	(3)	Necessary support for proof of concepts and pilots even if they fall outside of the current Gap standards. 

  

	 	14.5	Operations Support 

  

	 	(a)	Supplier will provide, * the resources needed to support ongoing operations of the Gap IT Environment working with Tier 1 and Tier 2 teams. This includes hands-on support, as
determined by Supplier, in locations supported by Supplier and remote support for other locations. These resources will be responsible for: 

  

	 	(1)	Assisting Gap resources in production problem resolution associated with Severity 1 and Severity 2 problems 

  

	 	(2)	Working with other Gap teams to mitigate or respond to a situation that compromises Gap’s environment (e.g. vulnerabilities and viruses). 

  

	 	(b)	Supplier will assist the application teams in the routine maintenance of application software including installation of patches, tuning and routine upgrades (e.g. the addition of
memory, CPUs, load balancing or I/O paths) to meet service level demands. 

  

	XV.	ONGOING BUSINESS DIVESTITURES AND ACQUISITIONS 

 From time to time, Gap has, and intends to, acquire or divest businesses (or parts of businesses). Supplier shall participate in the planning for such acquisitions and divestitures and shall have the right to propose Non-Recurring
Initiatives for Supplier’s additional responsibilities related to supporting Gap’s ongoing business divestitures and acquisitions which shall include the following (“Ongoing Business Divestitures and Acquisitions Services”):

  

	 	(a)	Regarding business divestitures and at the request of Gap, performing any or all of the following functions: 

  

	 	(1)	Assisting Gap in planning, preparing and implementing any transition or Changes related to the Services as a result of a divestiture. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(2)	Providing the Services (or various components of the Services (i.e., IMACs, infrastructure Changes, increased Gap Data and physical security, increased Disaster Recovery planning,
etc.)) to a divested business, for up to * after the divestiture. Such Services will be provided pursuant to the terms and conditions of the Agreement. 

  

	 	(b)	Regarding business acquisitions and at the request of Gap, performing any or all of the following functions: 

  

	 	(1)	Assisting Gap in planning, preparing and implementing any transition or Changes related to the Services because of an acquisition. Such activities include analysis of the acquired
business’ (or to-be-acquired business’) current information technology services and the impacts to the acquired business and Gap. 

  

	 	(2)	Providing the Services (or various components of the Services (i.e., IMACs, infrastructure Changes, increased Gap Data and physical security, temporary staffing, increased Disaster
Recovery planning, etc.)) to the acquired business. Such Services will be provided pursuant to the terms and conditions of the Agreement. 

  

	 	(3)	The Charges associated with providing the Services to an acquired business shall be as set forth in the Agreement, taking into account economies of scale and other synergies between
the acquired business and Gap, and striving to reduce the per unit Charges associated with the Services. 

  

	XVI.	CONSOLIDATION AND RELOCATION SERVICES 

 From time to
time, Gap may need to consolidate or relocate its businesses, locations, and personnel. Supplier shall participate in the planning for such consolidations and relocations and shall have the right to propose Non-Recurring Initiatives for
Supplier’s additional responsibilities related to supporting Gap’s consolidation and relocation activities include the following (“Consolidation and Relocation Services”): 
  

	 	(a)	Providing all Services normally expected of Supplier in support of these activities (i.e., transition planning for consolidation/relocation, IMACs, infrastructure Changes, increased
Gap Data and physical security, temporary staffing, increased Disaster Recovery planning, etc.). 

  

	 	(b)	Providing Changes to its Equipment, Software, processes and overall environment to support such consolidation or relocation. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(c)	Notwithstanding the previous provisions, consolidation, relocation, opening, closing, or remodeling of a Store shall not be considered to be a Non-Recurring Initiative.


  

	XVII.	TRAINING AND EDUCATION 

 As mutually agreed,
Supplier will provide Gap with documentation, tips and other “how to” information as appropriate, to facilitate the education of Authorized Users on the use of Services provided or the adoption of Supplier initiated activities or Projects.

  

	XVIII.	CONFIGURATION MANAGEMENT 

 Supplier’s
responsibilities for configuration management include the following (“Configuration Management”): 
  

	 	(a)	Providing configuration management as set forth in the Statements of Work. 

  

	 	(b)	Maintaining a library of information and documentation for any existing, new, enhanced or modified Equipment and Software. 

  

	XIX.	GAP RESPONSIBILITIES 

  

	 	19.1	General 

 Except as otherwise agreed by the parties
under this Agreement, Gap will be responsible for the items listed below. Subject to Section 17.2 (Interfering Acts) of the Agreement, nothing in this Section 19 (Gap Responsibilities) shall relieve Supplier of its obligations under this
Statement of Work or the Agreement. With respect to the items and access provided by Gap, as set forth in this Section, Supplier shall use commercially reasonable efforts to utilize such items and access to such systems only to the extent necessary
for, and only in the performance of Services under this Statement of Work. 
  

	 	19.2	Gap Retained Responsibilities 

  

	 	(a)	Gap will provide general training, as reasonably requested by Supplier, on Gap’s custom Applications to Supplier’s Tier 2 and Tier 3 Support personnel.


  

	 	(b)	Gap shall provide * access to Gap personnel authorized to Approve Changes to the Gap IT Environment. 

  

	 	(c)	For purposes of Disaster Recovery Activities, Gap shall be responsible for declaration of Disasters with respect to Gap facilities. 

  

	 	(d)	Gap shall provide the Help Desk with a continuously updated list of other Help Desks and/or “on call” personnel who are responsible for * and *, available * to receive and
appropriately respond to notice of problems, including contact phone numbers, for Gap retained responsibilities. 

  

	 	(e)	Gap will provide written notification to Supplier as Gap Policies and Procedures are revised or updated. 

  

	 	(f)	Gap retains *. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit A.2
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 Exhibit A.3 
 Statement of Work 
 Store Services 
 Date: January 13, 2006 
  

	
	This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap, Inc. and IBM, this document and the
information contained herein may not be published, disclosed, or used for any other purpose.

  


					
	 Exhibit A.3
	  	Gap/IBM Confidential and Proprietary Information                    	  	










 

 
  

 TABLE OF CONTENTS 
  

					
	 	  	 	  	 Page No.

	I.	  	Introduction	  	1
			
	II.	  	Operating Principles and Objectives	  	2
			
	III.	  	POS Services	  	2
			
	IV.	  	LRT Services	  	3
			
	V.	  	Gap Responsibilities	  	3

  


					
	 Exhibit A.3
	  	Gap/IBM Confidential and Proprietary Information                    	  	










 

 
  

 Statement of Work 
 Store Services 
  

	I.	INTRODUCTION 

  

	 	1.1	Introduction 

 This Exhibit A.3 (Store Services
Statement of Work) to the Agreement (this “Statement of Work”) sets forth the minimal store services that Supplier shall provide as of the Initiation Date, including services to provide (1) Point of Sale (“POS”) Services and
(2) LRT Services to Gap’s Stores (collectively described as the “Store Services”). The Store Services described herein apply generally to all Services provided by Supplier to Gap pursuant to the Agreement and shall be provided
utilizing Supplier’s best practices. With respect to the Store Services, Supplier will also perform all activities and requirements as specified in Exhibit A.2 (Cross Functional Services). 
 Supplier shall provide information on the Services using a media that is efficient, easy to use, and easily accessible by Gap Authorized Users and
subject to Approval by Gap. Gap expects that Supplier will bring value to areas in addition to those identified in the Agreement and this Statement of Work. Supplier should describe any unique capabilities it possesses for assisting Gap in achieving
additional improvements and describe how it would make such capabilities available to Gap. 
 Unless otherwise provided, references to
Sections will be to Sections of this Statement of Work and references to Exhibits will be to Exhibits of the Agreement. The section headings in this Statement of Work are for reference purposes only and will not affect in any way the meaning or
interpretation of this Statement of Work. 
 Supplier shall provide the Services as required to meet or exceed the Service Levels in Exhibit
B.1 (Service Level Matrix). Supplier (i) has responsibility for the performance of the Services detailed in this Statement of Work; and (ii) shall be held responsible for the performance of the Services without regard to the use by
Supplier of third-party products or suppliers. All changes to this Statement of Work will be mutually agreed to by the Gap and Supplier and implemented and managed using the Change Control Procedures. 
  

	 	1.2	Definitions 

 Except as otherwise expressly
provided herein, or unless the context clearly requires otherwise, capitalized terms used in this Statement of Work shall have the meanings set forth below. Capitalized terms used in this Statement of Work but not otherwise defined in this Statement
of Work shall have the meanings ascribed to them in Exhibit A.1 (Glossary to Statements of Work). 
  


					
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 1











 

 
  

 “Agreement” means the Master Services Agreement dated as of the Reference Date
between Gap and Supplier. 
 “POS” means point of sale. 
 “Store Equipment” means that Equipment upon which POS Services are performed by Supplier as specified in Exhibit D.16 (Gap Equipment).

 “Store Help Desk” means the Gap-retained Help Desk which is the primary point of contact for Authorized Users regarding
Store-related Services. 
 “Store Locations” means those Gap locations with Store Equipment as specified in Exhibit D.17
(Gap Sites). 
 “Store Server” has the meaning set forth in Section III(b)(1). 
 “Store Workstation” has the meaning set forth in Section III(b)(2). 
  

	II.	OPERATING PRINCIPLES AND OBJECTIVES 

 Supplier shall
perform the Services in accordance with the terms of this Statement of Work: 
  

	 	(a)	Supplier shall be responsible for the Services described herein as provided as of the Initiation Date. 

  

	 	(b)	Precedence of obligations. The Parties acknowledge that certain obligations may be set forth in both this Statement of Work and elsewhere in the Agreement, and that in the event of
a conflict, such conflict shall be resolved in accordance with Section 46.1 of the Agreement. 

  

	III.	POS SERVICES 

  

	 	(a)	Supplier shall perform the POS Services in accordance with the services description in Attachment A of this Statement of Work, and covered Equipment lists in Exhibit D.16 (Gap
Equipment). 

  

	 	(b)	POS Services apply to the following Store Equipment as follows: 

  

	 	(1)	Store Servers includes a *. Typically a Store will have *. Store Server support consists of warranty and off-warranty hardware maintenance to provide responses in accordance with
Exhibit B (Service Level Agreement). New Store Servers will include the purchase of a * response warranty by Gap. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(2)	Store Workstations includes a *. Store Workstation support services consist of warranty and off-warranty hardware maintenance to provide responses in accordance with Exhibit B
(Service Level Agreement). New Store Workstations will include the purchase of a * response warranty by Gap. 

  

	 	(3)	The Point of Sale Configuration includes POS devices which together make up an automated POS register. These components are (A) a * such as *, (B) a *, such as *, and
(C) a * such as *. POS Configuration services consist of warranty and off-warranty hardware maintenance to provide responses in accordance with Exhibit B (Service Level Agreement). New POS Configurations will include the purchase of a *
warranty by Gap. 

  

	IV.	LRT SERVICES 

 Supplier shall perform the LRT
Services in accordance with the services description in Attachment B of this Statement of Work, and covered Equipment lists in Exhibit D.16 (Gap Equipment). Such services at the discretion and mutual agreement between Supplier and Gap can be
provided by other Suppliers in addition to or supplementing Symbol. 
  

	V.	GAP RESPONSIBILITIES 

  

	 	5.1	General 

 Except as otherwise agreed by the parties
under this Agreement, Gap will be responsible for the items listed in the sections referenced below. Subject to Section 17.2 (Interfering Acts) of the Agreement, nothing in this Section V (Gap Responsibilities) shall relieve Supplier of its
obligations under this Statement of Work or the Agreement. With respect to the items and access provided by Gap, as set forth in this Section and the relevant sections referenced below, Supplier shall use commercially reasonable efforts to utilize
such items and access to such systems only to the extent necessary for, and only in the performance of Services under this Statement of Work. 
  

	 	5.2	Gap Retained Responsibilities 

 Gap shall be
responsible for the Retained Responsibilities provided in Section 4 (Gap Retained Responsibilities) of Attachment A (Store POS and Network Equipment Maintenance (United States)) to this Statement of Work and Section B (Depot Services, Gap
Responsibilities) of Attachment B (LRT and Access Point Product and Services) to this Statement of Work, respectively. 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	  	Gap/IBM Confidential and Proprietary Information    	  	Page 3










 

 
  

 Attachment A: Store POS and Network Equipment Maintenance (United States) 
 Generally 
 Under this Attachment A, IBM shall provide the
Maintenance Services as described in this Attachment A for all Covered Machines, as defined below, at all Covered Locations, as defined below. 
 Definitions 
 Solely for the purposes of this Attachment A, the following capitalized terms used in this Attachment A shall have the
meanings given below. Capitalized terms used but not defined in this Attachment A will have the meanings given them in the Agreement. 
 “Annual Performance Summary” shall have the meaning set forth in Section 5 (Deliverables) of this Attachment A. 
 “Accidental Damage” shall mean as the provision of Maintenance Services for Covered Machines damaged by incidental acts in the normal course of Gap’s business (including damages caused by liquid spills, foreign
objects, loose or disconnected cables, or other such accidents). 
 “Beginning Inventory” shall mean the count of Covered
Machines, by machine type, on the Reference Date. The Parties deem the Beginning Inventory to be as set forth in Exhibit D.16 (Gap Equipment), without regard to the actual count of Covered Machines at Covered Locations on the Initiation Date.

 “CCO” shall mean *. 
 “Covered Locations” shall mean the Gap Store Locations and Store Lab Facilities listed in Exhibit D.17 (Gap Sites). 
 “Covered Machines” shall mean, at any given point in time during the term of this Attachment A, all IBM and Non-IBM Branded Machines that are then subject to the provision of Maintenance Services under this Attachment A.
Covered Machines are listed in Exhibit D.16 (Gap Equipment) under Stores Equipment. 
 “CSR” shall mean an IBM field and/or
network technician (Customer Service Representative) who performs Maintenance Services under this Attachment A. 
 “Current
Inventory” shall mean, at any given point in time during the term of this Attachment A, the Beginning Inventory is Covered Machines as increased to reflect the number of Eligible Machines added to Maintenance Services coverage subsequent to
the Reference Date and as decreased to reflect the number of Covered Machines removed from Maintenance Services coverage subsequent to the Reference Date. 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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 “Customer Replaceable Unit” or “CRU” shall mean a part which is
designated in Table C-12.1 to Exhibit C as a CRU, which is provided by IBM to Gap for replacement by Gap. 
 “Customer Services
Manager” shall have the meaning set forth in Section 2 (Maintenance Services Administration and Management) of this Attachment. 
 “Dispatch Order” shall mean the creation of an order in IBM’s electronic call management system to dispatch an IBM CSR to a Covered Location for the performance of On-site Break/Fix Services. 
 “Eligible Machine” is an IBM Branded or Non IBM Branded Machine of a type listed or described in Exhibit D.16 (Gap Equipment) Gap may add
additional such Machines to the list from time to time. In the case of Non-IBM Branded Machines, however, replacements, successors and additions require IBM’s consent which shall not be unreasonably withheld or delayed. No such consents shall
be required in the case of IBM Branded Machines. 
 “Gap Service Center Database” shall mean Gap’s designated asset
management application(s) and database(s). 
 “Gap Store Support” shall mean the subdivision of Gap’s Information
Technology organization that provides a help desk and other associated support services to Gap’s stores relating to their information technology needs. 
 “IBM Support Office” shall mean the IBM Project Manager and other people IBM may deem necessary or appropriate. 
 “Maintenance Services” shall mean the Services to be provided by IBM hereunder for Covered Machines. Such Services are described in this Attachment A. 
 “Maintenance Services Charges” shall mean the charges payable by Gap to IBM for the provision of the Maintenance Services. 
 “Monthly Performance Review” shall have the meaning set forth in Section 5 (Deliverables) of this Attachment A. 
 “OEM” shall mean, with respect to an IBM Branded or Non IBM Branded Machine, the original equipment manufacturer. 
 “On-site Arrival Period” shall mean the elapsed period of time it takes for an IBM CSR to arrive on site at a Covered Location to perform
On-site Break/Fix Services, measured from the time the Service Request is placed by Gap (or released from technical call screening once technical call screening is agreed and implemented) until the CSR’s arrival at the applicable Covered
Location. 
 “On-site Break/Fix Services” shall mean the IBM’s provision of Maintenance Services as detailed in this
Attachment A, (including parts and labor and, where required, 

  


					
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replacement IBM Branded and Non IBM Branded Machines) on-site at the affected Covered Location to restore malfunctioning Covered Machines to proper operation
in accordance with their Specifications. On-site Break/Fix Services are described generally in Section 1.4 (Service Request Monitoring and Management) of this Attachment A. 
 “Pass-through Basis,” whether or not capitalized, shall mean at IBM’s actual, direct out-of-pocket cost without mark-up or
administrative or service fee of any kind. 
 “POS” shall mean point of sale. 
 “Priority Response Level” shall mean the various priority levels for the On-site Break/Fix Services, together with their respective
associated Service Levels for On-site Arrival Period and Problem Resolution Period. 
 “Priority Response Service” is an
upgrade to IBM’s standard level of maintenance service permitting Gap to specify the Priority Response Level for On-site Break/Fix Services. 
 “PRL” shall mean Priority Response Level. 
 “Problem Resolution Period” shall mean the elapsed
period of time it takes for IBM to fully restore a malfunctioning Covered Machine to proper operation in accordance with its Specifications, with the elapsed time for Problem Resolution measured from the time the Service Request is placed by Gap and
received by IBM until the time when the full operation of the Covered Machine has been restored to its Specifications and IBM has entered the relevant data concerning the Service Call into IBM’s electronic call management system. 
 “Quarterly Comparison” shall have the meaning set forth in Section 5 (Deliverables) of this Attachment A. 
 “Scheduled Call” shall mean a Service Call for which Gap has agreed that the IBM CSR is to arrive at the affected Covered Location at a
mutually agreed date and time. 
 “Service Call” shall mean each individual instance of IBM providing Maintenance Services
hereunder in response to a Gap Service Request. 
 “Service Request” or “Gap Service Request” shall mean a
Gap call or request to IBM for the provision of specific Maintenance Services. 
 “Service Request Call Duration” shall mean
the duration of a Gap Service Request call with IBM, with the duration measured from the time Gap’s Service Request is placed electronically by Gap and received by IBM (or when Gap makes the telephone call to IBM in the case of Service Requests
made by telephone) until the call has been completed by either being resolved by phone during the call or through IBM’s issuance of a Dispatch Order for On-site Break/Fix Services. For the avoidance of doubt, the Service Request Call Duration
includes the time it takes IBM and Gap to conduct technical call screening, as well as any other time spent by IBM attempting to resolve the problem remotely during the call. 
  


					
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 “Standard Coverage” whether or not capitalized, shall have the meaning set forth in
Section 1 (Maintenance Services and Tasks) to this Attachment. 
 “Technical Call Screening Process” shall have the
meaning set forth in Section 1.1 (Service Request Call Handling and Technical Call Screening) to this Attachment. 
 “Year” shall mean each twelve (12) month period during the Term of this Statement of Work starting February 1, of such period; provided, however, that in the case of the first Year the period shall be from the
Initiation Date through and including January 31, 2007. 
  

	1.	Maintenance Services and Tasks 

 IBM shall
provide the Maintenance Services for Covered Machines according to the Service Levels set forth in Exhibit B.1 (Service Level Matrix) of the Agreement. 
 IBM will track, maintain and keep up-to-date the Current Inventory utilizing IBM’s inventory records to reflect the addition of, the changes to, the relocation of and the removal of Covered Machines to the extent
performed by IBM or, if performed by Gap or a third party on behalf of Gap, to the extent Gap has provided IBM notice thereof. 
 The
Maintenance Services shall include performance of the tasks and activities described below. 
  

	 	1.1	Service Request Call Handling and Technical Call Screening 

 Gap Store Support will provide a help desk to receive the initial call from users reporting problems with Covered Machines or seeking technical support with respect to Covered Machines. In the case of calls reporting problems with Covered
Machines, Gap Store Support will perform the initial problem determination, including those tasks in Section 4, Gap Retained Responsibilities, and any responsibilities specifically identified as a Gap responsibility as part of the technical
call screening process mutually developed and agreed to pursuant to Section 1.2 (Customer Replaceable Units (CRU)) of this Attachment A. If Gap Store Support requires technical support from IBM to assist in resolving a reported problem or
determines that On-site Break/Fix Services will be necessary to resolve the problem, Gap Store Support will place a Service Request to IBM indicating the Priority Response Level requested. IBM will provide the Maintenance Services as described in
this Attachment A and the Agreement. 
 IBM’s call placement system shall be available to receive Gap Service Request calls (and conduct
technical call screening and remote problem resolution) *. In addition, electronic access to IBM’s call placement system and the * to Gap’s current electronic trouble ticket system shall be available (i.e., on-line and available to accept
data input or entry) *, subject to the IBM Call Center Availability 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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 Service Level in Exhibit B (Service Level Agreement). If IBM’s call placement system,
electronic access to IBM’s call placement system or the * to Gap’s current electronic trouble ticket system are unavailable to a degree that causes disruptions to Gap that Gap reasonably believes to be significant to Gap’s business,
Gap may so notify IBM, in which event IBM shall promptly take appropriate remedial actions to correct the problem or provide a workaround that is reasonably acceptable to Gap. 
 IBM shall provide Gap at least twenty-four (24) hours advance notice of scheduled maintenance downtime. In addition, IBM shall provide Gap prompt
notice of any emergency maintenance downtime and any other outages. 
 Within the first * of the Term of this Attachment A, Gap and IBM will
develop and agree to implement a joint technical call screening process (for Covered Machines other than *) intended to enhance the effectiveness of the problem determination process, with the objective of reducing the number of instances in which
an IBM CSR is dispatched unnecessarily to perform On-site Break/Fix Services (the “Technical Call Screening Process”). 
 Gap will
participate in the technical call screening for at least * percent (*%) of all Service Requests, provided, however, Gap shall retain the right, in its reasonable discretion, to terminate any such call(s) and request a dispatch. 
 If a reported problem is not corrected remotely within the applicable time period noted in the Procedures Manual for Service Request Call Duration set
forth in Exhibit B (Service Level Agreement) or with a CRU, Gap may request IBM to dispatch a CSR to perform On-site Break/Fix Services according to this Attachment A and the Agreement or continue with the technical call. 
 IBM and Gap shall review and evaluate the effectiveness and cost-efficiency of the Technical Call Screening Process at * intervals during the first Year
and * thereafter and shall work together in good faith to determine whether it should be continued and, if it should, what changes, if any, should be made to the process going forward to enhance its effectiveness and cost-efficiency for both
Parties. 
  

	 	1.2	Customer Replaceable Units (CRU) 

 On a case by
case basis Gap shall decide whether a problem is reasonably resolvable through use of CRU. For reported problems determined by Gap to be reasonably resolvable through use of a CRU, IBM will ship the applicable CRU to the designated Gap location in
accordance with the applicable Service Levels set forth in Exhibit B (Service Level Agreement), at which point Gap store personnel will be responsible for removing the defective CRU from the malfunctioning Covered Machine, replacing the defective
CRU with the replacement CRU provided by IBM and, unless otherwise instructed by IBM, using commercially reasonable efforts to return the defective CRU to IBM within * after 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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Gap’s receipt of the replacement CRU. Gap shall not be entitled to identify a problem as resolvable through use of a CRU unless the underlying part is
listed on Table C-12.1 to Exhibit C. IBM may update Table C-12.1 to Exhibit C from time to time with Gap’s approval which shall not be unreasonably withheld or delayed. 
 Replaced CRU parts shall be returned employing the process set forth in Section 4 (Gap Retained Responsibilities) of this Attachment A below. If Gap
has not returned a replaced CRU part to IBM within * of shipment by IBM of the replacement CRU, IBM may invoice Gap Store Support for the replaced CRU at the amount set forth on Table C-12.1 to Exhibit C; however, if Gap returns the replaced CRU
within * after receipt of the replacement CRU from IBM, IBM shall credit Gap for any amounts already invoiced. IBM will notify both the store and Gap Store Support within * of the replacement CRU shipping if the replaced part has not been received
by IBM. 
  

	 	1.3	On-site Break/Fix Services 

 The type of
Maintenance Services for which Gap has subscribed hereunder entitle Gap to specify the Priority Response Level it requires for On-site Break/Fix Services on a Service Request by Service Request basis, based on the nature and severity of the reported
problem. Descriptions of the different Priority Response Levels and their respective timeframes for On-site Arrival and Problem Resolution Periods are contained in Exhibit B (Service Level Agreement). Gap will specify the Priority Response Level it
requires during the Service Request call. If Gap does not specify a Priority Response Level during the Service Request call, IBM will consider the request to be Urgent. 
 IBM will dispatch its CSR(s) for arrival on-site at the affected Covered Location in accordance with the applicable timeframe for On-site Arrival as set forth in Exhibit B (Service Level Agreement). 
 Upon arriving at a Gap location, the CSR will inform the Gap store manager on duty of his or her presence and obtain his or her consent to perform the
On-site Break/Fix Service. If the manager on duty consents the CSR will carry out the On-site Break/Fix Service in accordance with the applicable timeframe for Problem Resolution Service Level set forth in Exhibit B (Service Level Agreement). If the
Gap manager on duty does not consent, the CSR will contact Gap Store Support for a final decision about whether to proceed with the On-site Break/Fix Service or to defer it to a Scheduled Call and Gap Store Support shall communicate this decision to
the CSR and the Gap manager on duty. If Gap Store Support defers the On-site Break/Fix Service, that Service Call shall be excluded from the measurement of IBM’s compliance with the Service Levels for the affected month. 
 The IBM CSR(s) will reload or reconfigure, as necessary, any software from the appropriate backup media, if available and provided by Gap, to restore the
Covered Machine(s) so that it functions in accordance with its Specifications provided that this work is required due to a Covered Machine malfunction. 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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 The IBM CSR(s) will stand by on site for up to one hour upon completion of the On-site Break/Fix
Service for the CSR to call Gap Store Support and for Gap to verify the successful completion of the On-site Break/Fix Service provided Gap promptly after receipt of the call from the CSR (i) verifies successful completion of the On-site
Break/Fix Service, or (ii) informs the CSR that the On-site Break/Fix Service has not been successful. If (a) the CSR leaves the Gap site prior to Gap’s verification of successful completion, (b) the original problem reported
remained unresolved, and (c) Gap places another Service Request with respect to that problem, then IBM will use the same trouble ticket for second and any subsequent Service Requests with respect to the same original problem on the same Covered
Machine and the initial Service Request shall be considered unresolved until the problem is in fact resolved. 
 The IBM CSR(s) will report
to IBM and to * the device type, model, serial number and Covered Location of any de-installed * and replacement * installed as part of the On-site Break/Fix Service. An IBM Branded Covered Machine that replaces another of the same model shall
retain the same serial number as appropriate. IBM will record the actual On-site Arrival Period and Problem Resolution Period in IBM’s call tracking system, which will electronically communicate that information to Gap’s problem management
system. 
  

	 	1.4	Service Request Monitoring and Management 

 IBM
will provide Service Request management services * for Gap Service Requests, including performing the following tasks for each Gap Service Request: 
  

	 	(a)	Utilize an automated trouble ticket management system to view and monitor Gap Service Requests; 

  

	 	(b)	Coordinate Service Request activities and the scheduling of IBM CSRs providing On-site Break/Fix Services; 

  

	 	(c)	Measure, track and evaluate the progress of open Service Requests and provide relevant information to IBM and Gap Store Support as needed to facilitate the expeditious resolution of
each Service Call; and 

  

	 	(d)	Promptly identify and escalate to the appropriate IBM escalation personnel any Service Calls that have the potential to miss the applicable On-site Arrival Period set forth in the
Procedures Manual or Problem Resolution Period set forth in Exhibit B (Service Level Agreement), with the escalation personnel stepping in to use commercially reasonable efforts to complete such Service Calls within the applicable On-time Arrival
Period and Problem Resolution Period, including the use of the escalation processes described in Section 1.6 (Out of Scope Repairs) to this Attachment below. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	1.5	Escalation of Service Calls 

 For any Service Call
in Priority Response Level category Critical - T2/C2 - for which IBM fails to resolve the problem within the period set forth in Exhibit B (Service Level Agreement), IBM will provide initial notification to Gap within * after the failure to resolve
the problem within the allotted period, providing Gap an explanation of the reason for the failure and an estimated time by which the problem will be resolved, and provide Gap frequent and relevant updates electronically thereafter until the problem
is resolved. (Alternatively, if IBM has reason to believe that it is likely to fail to resolve the problem within the allotted time, IBM may place this call before actually failing to resolve the problem within the allotted time.) For any Service
Call in Priority Response Level category Urgent - T4/C4 - for which IBM fails to resolve the problem within the period set forth in Exhibit B (Service Level Agreement), IBM will provide electronic updates via *. 
  

	 	1.6	Out-of-Scope Repairs 

 The IBM Maintenance Services
do not cover the following: 
  

	 	(a)	Service of a Covered Machine damaged by malicious intent, gross misuse, modification of the Covered Machine (other than by IBM or its agents), natural causes such as fire or flood,
improper maintenance by Gap or its agents, or unsuitable physical operating environment outside of Covered Machine Specifications. For this purpose, assuming IBM performs the initial installation, Gap’s operating environment as of the date of
installation is deemed to be suitable; 

  

	 	(b)	Service of a Covered Machine with removed, or altered Covered Machine parts, or parts identification labels; provided, however, that alterations and removals by IBM or its agents,
or by virtue of the CRU process, shall not trigger the application of this exclusion; 

  

	 	(c)	Accidental Damage; 

  

	 	(d)	Failures caused by a product for which IBM is not responsible; or 

  

	 	(e)	Accessories, and supply items listed as such in the applicable OEM Product Manual; parts designed to be replaced or consumed periodically during the useful life of the product
(e.g., batteries and printer cartridges) that are listed as such in the product Documentation, and structural or cosmetic parts (or damage to structural or cosmetic parts, including damage and warping of any kind to the Covered Machine frames,
housings and bezels) to the extent such parts or damage either have no impact on the operation of the Covered Machine or result from the 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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circumstances described in Section 1.8 (Non-IBM Branded Machines) of this Attachment A. Notwithstanding the foregoing, in the case of an IBM product,
repair of a manufacturer’s defect shall not be treated as out of scope. 


 In addition to (a) above, IBM
Maintenance Services for Non-IBM Branded Machines does not cover: 
  

	 	(1)	Covered Machine installation or engineering change activity; 

  

	 	(2)	correction of date related errors; 

  

	 	(3)	service of micro-code or firmware; or 

  

	 	(4)	service of features, parts, or devices not supplied by either (1) the Covered Machine’s OEM, or (2) IBM during the performance of Maintenance Services.


 If Gap requests IBM to effect out-of-scope repairs for Covered Machines, then IBM will do so for the appropriate charges set
forth in Tables C-9 (Project Labor Rates – Hourly), C-12.1 (Stores Hardware and Peripheral Unit Pricing – Part A) and C-12.2 (Stores Hardware and Peripheral Unit Pricing – Part B) to Exhibit C (Fees and Resource Baselines) of the
Agreement, as authorized by Gap. 
  

	 	1.7	Repair Parts and Spares 

 IBM will maintain, at its
own expense, adequate inventories of and supply arrangements for repair parts and replacement spares (including hard drives) for Covered Machines, at suitable geographic locations, to enable IBM to meet the timeframes for On-site Arrival and Problem
Resolution set forth in Exhibit B (Service Level Agreement). 
 IBM shall determine, acting reasonably, whether a malfunctioning Covered
Machine can be repaired properly through the use of repair parts or whether such Covered Machine should be replaced with a functionally equivalent Covered Machine. 
 Repair parts will be functionally equivalent to, and of at least the same quality as, the part replaced. IBM may use new or used parts, OEM parts, IBM Branded parts and non-OEM parts which are certified through the
certification process noted below. If Gap or IBM determine that a replacement part does not function in Gap’s operating environment, the Parties will promptly work together to determine root cause of the problem. IBM will diligently and
promptly work with Gap to certify the part, or another new part, in Gap’s operating environment. Gap will diligently and promptly work to certify such new part and will not unreasonably withhold or delay certification. Once the new part is
certified by Gap, IBM will use such certified part to correct the reported problem. IBM shall not be measured on such Service Calls for Service Levels calculation, including 
  


					
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 Service Level Defaults until a work-around is implemented by Gap or a part is certified by Gap.
Service Calls by Gap related these failing parts will not be measured by IBM for call distribution purposes as defined in Exhibit B (Service Level Agreement). While a part is being identified and or certified, the Parties will promptly work together
to determine whether there is a reasonable workaround and, if there is such a workaround, implement it. 
 Gap will acquire title to the
replacement parts or replacement IBM or Non-IBM Branded Machines at the time of exchange and, conversely, as appropriate, IBM will acquire title to the failing parts or failing IBM or Non-IBM Branded Machines at the time of exchange, provided that
before IBM will acquire title to any such parts or machines, IBM will perform a drive wipe on all storage devices using a mutually agreed process as documented in the Procedures Manual. The replacement item will assume the warranty or Maintenance
Service status of the replaced item. Before IBM exchanges an IBM or Non-IBM Machine or part, IBM will disconnect all peripheral devices prior to the exchange of such Covered Machine or part. Gap will reimburse IBM, at IBM’s costs, for
replacement parts that are not part of a Covered Machine as authorized by Gap. The replaced IBM or Non-IBM Machine or part shall be free of any legal obligations or restrictions that prevent its exchange. 
  

	 	1.8	Non-IBM Branded Machines 

 IBM’s provision of
the Maintenance Services for Covered Machines that are Non-IBM Branded Machines shall be subject to the following: 
  

	 	(a)	Repair of Non-IBM Branded Machines is subject to the availability of repair parts and any technical support required of the OEM. If repair parts or OEM technical support become
unavailable for any type of Non-IBM Branded Machine that is a Covered Machine, IBM shall so notify Gap and will use commercially reasonable efforts to provide the Maintenance Services in respect of that Covered Machine type for * after the date of
such notification to Gap. IBM shall be excused from any failure to meet Service Levels applicable to the performance of such Maintenance Services during the * period where IBM can establish to Gap’s reasonable satisfaction that IBM’s
failure to meet the applicable Service Level was attributable to the unavailability of repair parts or technical support required of the OEM. The Parties agree that commercially reasonable efforts may be insufficient to accomplish a repair in the
absence of repair parts or OEM technical support; 

  

	 	(b)	Gap will comply with the OEM’s guidelines for Non-IBM Branded Machines pertaining to operator responsibilities, user maintenance procedures and supplies prior to placing a
Service Request where reasonable and practical under the circumstances. Gap will also comply with such IBM guidelines for Non-IBM Branded Machines where mutually agreed; 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit A.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 10










 

 
  


	 	(c)	IBM will provide preventative maintenance for Non-IBM Branded Machines where prescribed by the Covered Machine’s OEM in the OEM’s documentation for the Covered Machine;


  

	 	(d)	Where IBM is responsible for maintenance of a Non-IBM Branded Machine, and IBM has an agreement with the OEM that IBM is allowed to provide warranty service, IBM shall coordinate
with and manage the provision of any warranty service from the OEM; and 

  

	 	(e)	IBM shall provide reasonable cooperation with third Parties providing maintenance or warranty services for all non-Covered Machines. 

  

	 	1.9	* 

 In addition to the Maintenance Services
provided generally by IBM for Covered Machines, IBM shall also do the following with respect to *: 
  

	 	(a)	IBM shall support each major release and version of * software for the longer of a period of * from * first commercial shipment of such release or version or the period it is
generally supported by *; 

  

	 	(b)	IBM shall perform problem determination remotely via the IBM remote support center for such *; 

  

	 	(c)	IBM shall dispatch a CSR if On-site Break/Fix Services are required; 

  

	 	(d)	Upon arrival at the applicable Covered Location and before beginning work, the *. The IBM CSR will call and work with IBM’s network operations center; 


 

	 	(e)	IBM shall re-load network configuration information as required, either remotely or on-site; and 

  

	 	(f)	IBM shall authorize Gap for electronic access to * (“*”), which will provide Gap with technical and general information on * products, access to * online software library
and solutions to known software problems. 

  

	 	1.10	Preventative Maintenance 

 As part of the
Maintenance Services, throughout the term of this Attachment A, IBM will perform preventative maintenance of IBM Branded Covered Machines in accordance with the Covered Machine Specifications. In general, IBM CSRs will perform preventative
maintenance throughout the Year while at Covered Locations to perform On-site Break/Fix Services. 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	  	Gap/IBM Confidential and Proprietary Information    	  	Page 11










 

 
  

 IBM’s obligations to perform preventative maintenance for Non-IBM Branded Covered Machines are
set forth in Section 1.10 (Preventative Maintenance) of this Attachment A above. 
  

	2.	Maintenance Services Administration And Management 

 The Maintenance Services will be provided and managed by customer facing teams and operational units within IBM. 
 IBM will appoint
a Customer Service Manager (who shall also be considered the IBM Project Manager for this Attachment A), subject to Gap’s approval, who will serve as Gap’s primary point of contact for the Maintenance Services (both in the United States
and in Canada). The Customer Service Manager will be responsible for communicating and coordinating with Gap with regard to all aspects of the Maintenance Services, scheduling and organizing monthly service review meetings between IBM and Gap,
managing the preparation and presentation to Gap of each of the Deliverables listed in Section 5 (Deliverables) of the Attachment A and otherwise managing and administering IBM’s performance of the Maintenance Services. The IBM Customer
Service Manager shall be considered a Key Employee under the Agreement. 
 The IBM Customer Service Manager shall perform (or have performed)
the following tasks: 
  

	 	(a)	Preparing and submitting on a timely basis the periodic reports required hereunder, with *; 

  

	 	(b)	Conducting regularly scheduled * meetings with Gap to review monthly Service Delivery Reports and conducting meetings with Gap to discuss other reports Gap may reasonably request
and that IBM can provide from data reasonably available to IBM hereunder; 

  

	 	(c)	Coordinating the provision of Maintenance Services to Gap’s stores in Canada, acting as Gap’s primary point of contact with respect to such Services and providing
consolidated management and administration of such Services with the Maintenance Services provided hereunder to Covered Locations in the United States; 

  

	 	(d)	Tracking and managing IBM’s overall plans relating to the provision of the Maintenance Services, including monitoring Gap plans made available to the IBM Project Manager for
changes to Covered Machines; 

  

	 	(e)	Forecasting, with the assistance of Gap, and maintaining and keeping up-to-date the Current Inventory of Covered Machines; 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	  	Gap/IBM Confidential and Proprietary Information    	  	Page 12










 

 
  


	 	(f)	Escalating any product quality, end-of-life or parts availability issues to the Gap Project Manager promptly after IBM becomes aware of such issues; 

  

	 	(g)	Tracking and making available to Gap Maintenance Service performance trends and monitoring the performance of the Maintenance Services to identify, resolve, and/or avoid issues and
problems; and 

  

	 	(h)	Providing and using * maintenance management tools and methodologies. 

  

	3.	Electronic Communications System 

 In
providing the Maintenance Services, IBM will use an *. IBM has provided and will maintain a software link from such system to Gap’s * call tracking system so that data is exchanged between the two (2) systems on a near real time basis in
order to facilitate electronic creation of Service Requests, status monitoring and trouble ticket closing. 
  

	4.	Gap Retained Responsibilities 

 In support of
the Services set forth in this Attachment A, except as otherwise agreed in the Agreement or this Statement of Work, Gap agrees: 
  

	 	(a)	to notify IBM whenever Gap wishes to add Eligible Machine types to an existing Covered Location or set up new Covered Locations; 

  

	 	(b)	once the * process is mutually agreed, to participate in that process according to its terms. Gap acknowledges that such participation will require reasonable participation of store
personnel; 

  

	 	(c)	to strive to achieve the call distribution targets of Critical - *%, Urgent - *%, Next Business Day *% and CRU - *%; 

  

	 	(d)	where determined by Gap that a Customer Replaceable Unit can reasonably be used to repair a Covered Machine, Gap Store personnel will receive the CRU sent by IBM to the designated
Gap location, remove the defective CRU from the inoperable Covered Machine, replace the defective CRU with the CRU provided by IBM, and, unless otherwise instructed by IBM, to use reasonable efforts to return the defective CRU to IBM within 30 days
after Gap’s receipt of the replacement CRU; 

  

	 	(e)	to restrict use of any access codes IBM provides to Gap so that such codes are used only by those who are authorized to do so; 

  

	 	(f)	to timely provide IBM with information IBM reasonably requests but only to the extent necessary for IBM to perform the Maintenance Services . Gap shall also notify IBM of any
changes to such information to the extent necessary for IBM to perform its obligations under this Attachment A; 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit A.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 13










 

 
  


	 	(g)	to not use any electronic diagnostic and service delivery facilities provided by IBM for purposes other than to support Covered Machines; 

  

	 	(h)	to use the information obtained from IBM in the course of IBM performing the Maintenance Services only to support Gap’s information processing requirements within Gap’s
enterprise; 

  

	 	(i)	to designate a person called the Gap Project Manager who will be Gap’s focal point for communications with IBM relative to the Maintenance Services and will either have the
authority to act on Gap’s behalf in matters regarding the Maintenance Services or arrange for IBM access to the Gap personnel with such authority. Gap’s Project Manager will coordinate and arrange for IBM to be given access to Gap
personnel, data, and information that is reasonably required by IBM to fulfill IBM’s responsibilities under this Attachment A. In executing this responsibility the Gap Project Manager will interface with the IBM Project Manager;


  

	 	(j)	to participate in the technical call screening process as mutually agreed for at least * percent (*%) of all Service Requests; 

  

	 	(k)	to promptly review and consider problem determination, problem analysis, and service request procedures and changes thereto proposed by IBM to facilitate the performance of the
Services; 

  

	 	(l)	that prior to IBM performing the Maintenance Services, Gap will secure all funds and appropriate data contained in a Covered Machine. If Gap fails to do so, IBM shall nevertheless
perform the Services but shall not be responsible for the consequences related to Gap’s failure to secure all programs, data, and funds contained in a Covered Machine; 

  

	 	(m)	to use commercially reasonable efforts to increase efficiencies in Gap’s environment to the extent such efficiencies do not create other costs for Gap or otherwise have a
material adverse impact on Gap; 

  

	 	(n)	to place Service calls *; 

  

	 	(o)	to designate initial Covered Locations to be covered by Maintenance Services and any new or relocated Covered Locations. Provide IBM thirty (30) days advance notice of any
changes in Covered Locations; 

  

	 	(p)	to designate Critical Service Levels; 

  

	 	(q)	to have Gap staff available when IBM arrives to provide requested support or schedules a Maintenance Services visit. Gap users, perform initial problem determination, place Service
Requests as necessary to IBM, and indicate the Priority Response Level on the Service Request; 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	  	Gap/IBM Confidential and Proprietary Information    	  	Page 14










 

 
  


	 	(r)	to provide appropriate backup media of software when Gap desires CSR to reload or reconfigure software on Covered Machines after the repair of a malfunctioning Covered Machine;


  

	 	(s)	to promptly verify the successful completion of an On-site Break/Fix Service; and 

  

	 	(t)	to promptly work with IBM to determine the root cause when a repair part does not function in Gap’s operating environment, diligently and promptly work to certify a replacement
part that does work, promptly work with IBM to determine whether there is a reasonable workaround, and work with IBM to implement such work around if appropriate. 

  

	5.	Deliverables 

 IBM shall provide to Gap as
the Deliverables under this Attachment A the documents described in the Table below. 
  

			
	 Document
	  	 Description

	 *
	  	*
		
	 *
	  	*
		
	 *
	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	  	Gap/IBM Confidential and Proprietary Information    	  	Page 15










 

 
  

 Attachment B: LRT and Access Point Product and Services 
 Definitions 
 Solely for the purposes of this Attachment B, the
following capitalized terms used in this Attachment B shall have the meanings given below. Capitalized terms used but not defined in this Attachment B will have the meanings given them in the Agreement. 
 “Abused Units” shall mean units damaged due to physical abuse as described in this Attachment B. 
 “AUTO-ADD” shall mean * process of placing warranted and non-warranted equipment purchased from *, onto Support Services contract.

 “Consumable Items, Parts or Accessories” shall include, but is not limited to, batteries, cables, print heads, carrying
case, paper, diskettes, tapes and ribbons for the tangible products made available to Gap. 
 “Custom Documentation” shall
mean any documentation that describes or references any Gap specific activity, process, procedure, or configuration for either software or hardware. 
 “Depot Replacement Order” shall mean the emailed orders placed for replacement equipment by the Gap Store Support desk on behalf of the store, as discussed in Section B (Depot Services) of this Attachment B. 
 “Depot Services” shall mean the services provided under Section B (Depot Services) of this Attachment B. 
 “Documentation” shall mean the IBM and or OEM commercial supplied documentation made available in hard copy or in electronic form with
the Products, or by posting to a website, or otherwise specified in this Attachment B. 
 “Hardware” shall mean the tangible
product(s) made available to Gap and specified in Exhibit D.16 (Gap Equipment). 
 “Maintenance Services” shall mean the
services provided by IBM for equipment listed in Exhibit D.16 (Gap Equipment) and the services described in this Attachment B. 
 “MIA
(Missing In Action)” shall mean non-functioning missing Hardware that has not been received by IBM or OEM supplier from Gap Stores for 30 days or more after being replaced with functioning Hardware. 
 “Outbound Repairs” shall mean the outbound shipment of repaired OEM equipment to the Gap department requesting repairs. 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	  	Gap/IBM Confidential and Proprietary Information    	  	Page 16










 

 
  

 “Out of Box Failures” shall mean equipment that is sent from a Third Party Vendor to
the OEM Repair Center, or to a Gap location, intended to be functioning, but arrives in a non-functioning state. 
 “Patch
Time” shall mean the amount of time, from Gap’s initial call, until IBM provides a permanent fix to the error or issue. 
 “Price List” shall mean the fees listed in Table C-12.2-5 to Exhibit C. 
 “Product” shall mean
Hardware and/or Software. 
 “Professional Services” shall mean the IBM services provided under this Attachment B.

 “Purchase Order” shall mean a written or electronic order from Gap to IBM for Hardware or Services to be purchased,
licensed or otherwise made available by IBM under this Attachment B. 
 “Repair Center” shall mean the location at which
Depot Services and Maintenance Services, are provided as set forth in this Attachment B. 
 “Resolution Time” shall mean the
amount of time, from Gap’s initial call, until IBM provides a workaround or fix to the error or issue. 
 “Response
Time” shall mean the amount of time until a knowledgeable IBM customer support resource responds to Gap’s initial call. 
 “Running Inventory” shall mean total Hardware owned by Gap as specified in Exhibit D.16 (Gap Equipment) covered under this Attachment B that is currently located at a third party repair center for repair. The inventory
shall be tracked separately for stores and Distribution Centers. 
 “Service Order Form (SOF)” shall mean the order form
attached hereto as Addendum 2 to this Attachment B which shall be used by the parties to document specific products, pricing, quantities, Gap site and other related information for the Support Services ordered by Gap. The terms and conditions of
this Attachment B prevail over any terms and conditions in the SOF. 
 “Software” shall mean the machine readable (object
code) version of all computer programs made available by IBM in this Attachment B for license by Gap. 
 “Spares Pool” shall
mean the repaired spare inventory of equipment located at the OEM, third party Repair Center or Gap facilities used to replace broken equipment in Gap stores. 
 “Spares Pool Inventory” shall mean the spare inventory of equipment for Gap stores to be sent to the store upon receipt of the corresponding Depot Replacement Order. 
  


					
	 Exhibit A-3
	  	Gap/IBM Confidential and Proprietary Information                    	  	Page 17










 

 
  

 “IBM Depot Business Hours” support shall mean 8AM to 5PM Mountain Standard Time
(MST), Monday through Friday, and for Software support shall mean 8AM to 5PM Pacific Time (PT) excluding national holidays recognized by IBM: New Year’s Day, President’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
Christmas Day and two discretionary holidays identified by IBM before January 5th of each year. IBM will provide at least 30 days advance notice of discretionary holidays. 
 “Support Services” shall mean services provided by IBM to Gap as described in this Attachment B. 
 “Third Party Equipment” shall mean non-IBM equipment that is listed in Exhibit D.16 (Gap Equipment). The manufacturer of the equipment
repairs this equipment. 
 “Third Party Inventory” shall mean the spare inventory of Third Party equipment for Gap stores to
be sent to the store upon receipt of the corresponding Depot Replacement Order. 
 Support Services –General 
 Gap has purchased under this Attachment B Support Services as described in this Attachment B for all covered equipment listed in Exhibit D.16 (Gap Equipment). IBM will
provide, at the OEM or third party repair center, facilities for storing and repairing equipment. All equipment that is sent to Gap from the Repair Center should be tested utilizing a Gap Test environment to validate the equipment is functioning as
desired by Gap. The LRT support services will be provided under an existing Symbol agreement for a mutually agreed to period of time. 
 Inventory
Management 
 For all in-scope equipment listed in Exhibit D.16 (Gap Equipment) at the OEM or third party repair
center: 
  

	 	1.	IBM shall store Gap equipment separate from other customers. 

  

	 	2.	Gap will have the right, upon request to visit the OEM or third party repair center and to conduct an inventory count of the Gap equipment at the Repair Center. Gap shall provide
two Business Days notice of the requested visit. 

  

	 	3.	IBM will address discrepancies between Gap’s inventory counts and IBM inventory counts within *. In the event that equipment is not located, IBM will replace the missing
equipment or refund Gap the current price of the missing equipment within *. This would exclude MIA equipment not returned from Gap stores to the depot. 

  

	A.	MAINTENANCE SERVICES 

 IBM RESPONSIBILITIES:
In consideration of the Maintenance Services fees paid by Gap, IBM shall promptly provide the following Maintenance Services for equipment described in Exhibit D.16 (Gap Equipment) as receiving Maintenance Services in accordance with the provisions
of this Attachment B at the OEM or third party repair center: 
  

	 	1.	Provide Maintenance Services during IBM Depot Business Hours. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	  	Gap/IBM Confidential and Proprietary Information    	  	Page 18










 

 
  


	 	2.	Receive Hardware for repair from Gap or Gap stores and track units as returned based on store number or other identifying information. 

  

	 	3.	Hardware is repaired and returned to the Spares Pool for stores or repaired and returned to requesting Gap party. 

  

	 	4.	Provide repair of IBM branded equipment within ten (10) Business Days of receipt from Gap. 

  

	 	5.	Provide overnight shipment on all outbound repairs. Destination of each shipment to be provided by Gap. Orders placed by Gap after 3:00 PM MT will be shipped the following Business
Day. 

  

	 	(a)	For Depot Replacement Orders. IBM, OEM or Third Party provider ships Depot Replacement Orders utilizing the shipping method as defined by Gap the same day the order was placed, for
next morning delivery, including Saturdays. The process will include in the box: pre-printed return airbill, easy return instructions and appropriate customs forms for all Canadian shipments. The pre-printed return airbill form will include;
incident ID number, equipment serial number and Repair Center address. 

  

	 	(b)	Service Levels for the Services described in this Attachment B will be set forth in Exhibit B (Service Level Agreement). 

  

	 	6.	IBM, OEM or Third Party shall use normal commercial standard packaging for all items to be shipped from IBM to Gap. 

  

	 	7.	Track and report Spares Pool Inventory – by serial number, store number and incident number. To the extent and manner in which the IBM, OEM supplier or Third Party provider is
currently tracking and reporting the Spares Pool Inventory through existing agreements. 

  

	 	8.	Track and report MIA inventory – by Incident ID, Store number and, when provided by Gap, serial numbers. The fees for the tracking and reporting of MIA inventory are included
in the Charges, listed in Exhibit C (Fees and Resource Charges). MIA inventory will fall into one of the two following categories: 

  

	 	(a)	Hardware tracked for return (The units will be tracked for return for 30 days, reported on the monthly Gap Inventory Analysis Report, then fall onto the MIA Report); or


  

	 	(b)	Units that have not been returned for over 30 days shall be considered MIA and reported on the MIA Report. 

  


					
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	  	Gap/IBM Confidential and Proprietary Information    	  	Page 19










 

 
  


	 	9.	For items received that are considered Abused Units, IBM will request Gap authorization to repair or scrap. IBM must obtain written Gap approval prior to repair or scrapping of
equipment. Repair, if authorized, will be accomplished on a Time and Materials basis using the appropriate rates set forth in Tables C-9 (Project Labor Rates – Hourly), C-12.1 (Stores Hardware and Peripheral Unit Pricing – Part A) and
C-12.2 (Stores Hardware and Peripheral Unit Pricing – Part B) to Exhibit C (Fees and Resource Baselines). If prior written approval is not obtained, Gap will not be responsible for any fees for such repairs and IBM will be responsible to
replace any items scrapped. . To the extent and manner in which the IBM, OEM supplier or Third Party provider is currently tracking and reporting the Spares Pool Inventory through existing agreements. Approval shall be obtained from:


 For Stores: 
 *

 For Distribution Centers: 
 *

  

	 	10.	For items received that are not designated for Maintenance Services, IBM will request authorization from Gap to either return to Gap or scrap. IBM must obtain written Gap approval
to scrap these items. If prior written approval is not obtained, Gap will be reimbursed for these items. Approval shall be obtained from: 

 For Stores: 
 * 
 For Distribution Centers: 
 * 
  

	 	11.	IBM or OEM supplier will generate the following management reports. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	  	Gap/IBM Confidential and Proprietary Information    	  	Page 20










 

 
  


											
	 Title
	  	 Frequency
	  	 Due
	  	 Recipients
	  	 Brief Description
	  	 Information Included

						
	*	  	*	  	*	  	*	  	*	  	*
						
	*	  	*	  	*	  	*	  	*	  	*
						
	*	  	*	  	*	  	*	  	*	  	*
						
	*	  	*	  	*	  	*	  	*	  	*
						
	*	  	*	  	*	  	*	  	*	  	*
						
	*	  	*	  	*	  	*	  	*	  	*
						
	*	  	*	  	*	  	*	  	*	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	  	Gap/IBM Confidential and Proprietary Information    	  	Page 21










 

 
  


	 	12.	When Gap requests additional reports IBM will consider each request on a case-by-case basis, within a commercially reasonable time period. 

  

	 	13.	AUTO-ADD to this Attachment B Gap’s purchases of all new quantities of units of the same Hardware type(s) for the same service coverage as covered by this Attachment B. IBM
shall provide written notice to Gap * prior to adding equipment to Maintenance Services. Hardware not covered by this Attachment B does not qualify. AUTO-ADD coverage is available only on Hardware purchased directly from IBM, OEM supplier or from an
IBM, OEM authorized reseller or third-party equipment provider. 

  

	 	14.	Written notification of AUTO-ADD changes shall be sent to: 

 For Stores: 
 * 
 And

 For Distribution Centers: 
 *

  

	 	15.	If requested by Gap to include OEM Hardware as a Covered Machine, IBM may inspect OEM Hardware that is not a Covered Machine or is not covered by a Maintenance Services Agreement
and is out of warranty. If required and authorized by Gap, IBM shall perform services to bring the Hardware to OEM commercial specification using the appropriate rates set forth in Tables C-9 (Project Labor Rates – Hourly), C-12.1 (Stores
Hardware and Peripheral Unit Pricing – Part A) and C-12.2 (Stores Hardware and Peripheral Unit Pricing – Part B) to Exhibit C (Fees and Resource Baselines), as authorized by Gap. 

  

	 	16.	Provide commercially reasonable efforts to effectively assist Gap by telephone, facsimile, or electronic mail as requested for information including Product use, configuration and
troubleshooting. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	  	Gap/IBM Confidential and Proprietary Information    	  	Page 22










 

 
  


	 	17.	IBM shall make a commercially reasonable effort to notify Gap in writing in advance when original equipment parts listed in Exhibit D.16 (Gap Equipment) are unavailable or are
re-engineered. 

  

	 	18.	IBM will notify Gap in writing of any notices IBM receives of recalled part(s). 

  

	 	19.	Within * prior to any change or enhancement(s) to any OEM Hardware listed in Exhibit D.16 (Gap Equipment), IBM will provide any and all applicable updated Documentation.


  

	 	20.	Upon request, provide review of Gap Store Support documentation for any recommended enhancements or modifications related to Maintenance Services, at no additional charge.


  

	 	21.	IBM shall provide to Gap, at Gap’s request, in OEM provider’s standard format, a history of all Maintenance Services performed on all Hardware during the previous quarter
by the middle of the month following the quarter end. 

  

	 	22.	In accordance with this Attachment B, at no additional cost to Gap, promptly provide preventive maintenance in accordance with each Hardware manufacturer’s recommended
preventive maintenance procedures and schedules, on-site and off-site as appropriate, and complete periodic inspections, test, Hardware performance analyses, and repairs to the Hardware. IBM shall also periodically review the historical maintenance
and support records of the Hardware in order to anticipate and remedy potential faults. 

  

	 	23.	IBM shall use commercially reasonable efforts to provide Gap with minimum five months written notice before relocating the OEM Repair Center. All costs of relocation of Hardware
would be borne by IBM. IBM shall use commercially reasonable efforts to review the depot relocation plan with Gap at least 30 days prior to initiation of the relocation. 

  

	B.	DEPOT SERVICES 

 IBM RESPONSIBILITIES: IBM
shall provide the following Depot Services in accordance with the provisions of this Attachment B. Hardware that is designated for Depot Services is identified in the Exhibit D.16 (Gap Equipment) as receiving Depot Services: 
  

	 	1.	Provide Depot Services during IBM Depot Business Hours. 

  

	 	2.	Provide overnight shipment on all outbound Depot Replacement Orders utilizing the shipping method defined by Gap. IBM ships Depot Replacement Orders the same day the request is
received from Gap, for next morning delivery, including Saturdays. IBM will include in the box: pre-printed return airbill, easy return instructions and appropriate customs forms for all Canadian shipments. The pre-printed return airbill form will
include; incident ID number, equipment serial number and Repair Center address. Orders placed by Gap after 3:00 PM MST will be shipped the following Business Day. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	  	Gap/IBM Confidential and Proprietary Information    	  	Page 23










 

 
  


	 	3.	IBM will include, as part of Depot Services, the battery optimization program for the *, which is to include testing, charging and replacement. If a replacement battery is required,
Gap is responsible to purchase the battery. 

  

	 	4.	Receive Hardware for repair from Gap stores and distribution centers, and track units as returned based on store number and serial number or distribution center name and serial
number. If IBM is unable to identify the equipment, IBM will contact Gap to determine how to track the unit. 

  

	 	5.	Return working or repaired equipment to the Spares Pool within one (1) Business Day. 

  

	 	6.	IBM will provide management of Third Party equipment: 

  

	 	(a)	Track and report on all Third Party equipment sent and received by serial number, store number and Third Party Vendor. 

  

	 	(b)	Maintain daily inventory of all Third Party units and accessories. 

  

	 	(c)	Within 3 Business Days of receipt from Gap to OEM repair center, test and track functionality of equipment sent for repair. This service level is limited to an aggregate of * pieces
submitted per day for repair. Should the number of pieces exceed * pieces per day, IBM will notify Gap of anticipated repair response times. 

  

	 	(d)	Within * of receipt from Third Party to OEM repair center, test and track functionality of equipment returned as repaired by Third Party. All equipment received as non-functioning
by the OEM repair center, from the Third Party, will be designated as an Out of Box Failure and tracked as such. This service level is limited to an aggregate of * pieces per day submitted for repair. Should the number of pieces exceed * pieces per
day, IBM will notify Gap of anticipated repair response times. 

  

	 	(e)	Functioning equipment will be returned to the spares pool within one Business Day. 

  

	 	(f)	Non-functioning equipment, including Out of Box Failures, will be sent to the appropriate Third Party for repair within 1 Business Day of completion of testing.


  

	 	(g)	Report to Gap, trends and escalation for any Third Party issues. 

  

	 	(h)	Maintain ‘due-back’ list of units shipped to Third Party Vendor for repair. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(i)	Battery maintenance on all batteries returned from Paxar. Paxar batteries are tested by OEM provider. Batteries below 80% capacity are disposed of by OEM provider and IBM notifies
Gap of these disposed batteries. Batteries above *% capacity are returned to the spares pool. 

  

	 	7.	For items received that are not designated for Depot Services, IBM will request authorization from Gap to either return to Gap or scrap. Authorization will be provided by:


 * 
  

	 	8.	Track and Report Spares Pool Inventory—by serial number, store number and incident number. 

  

	 	9.	Track MIA inventory – by Incident ID, store number and where provided by Gap Serial numbers. MIA inventory will fall in to one of two categories: 

  

	 	(a)	Hardware tracked for return (The units will be tracked for return for 30 days, reported on the monthly Gap Inventory Analysis Report, then fall onto the MIA Report); or


  

	 	(b)	Units that have not been returned for over thirty (30) days shall be considered MIA and reported on the MIA Report. 

  

	 	10.	Track Third Party Inventory—by serial number and incident number. 

  

	 	11.	IBM shall use normal commercial standard packaging for all items to be shipped from IBM to Gap. 

  

	 	12.	Provide periodic review of Gap Store Support documentation for any recommended enhancements or modification related to Depot Services. 

  

	 	13.	Provide to Gap access and support to IBM’s electronic service portal. 

  

	 	14.	Provide to Gap a IBM Customer Advocate. 

  

	 	15.	IBM Repair Center management team will conduct quarterly reviews with Gap to discuss IBM’s performance, trends, root cause analysis of all hardware failures and no trouble
found units, comparison of like product repairs and reported failures and any other pertinent issues. 

  

	 	16.	IBM will generate the following management reports. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 Title
	  	Frequency	  	Due	  	Recipients	  	Brief Description	  	Information Included
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 Title
	  	 Frequency
	  	Due	  	Recipients	  	Brief Description	  	Information
Included
						
	 *
	  		  		  		  		  	*
						
	 *
	  	 *
	  	*	  	*	  	*	  	*
						
	 *
	  	 *
	  	*	  	*	  	*	  	*

 GAP RESPONSIBILITIES: 
  

	 	1.	Gap agrees to notify IBM promptly following the discovery of any error. Further, upon discovery of an error, Gap agrees, if requested by IBM, to submit to IBM a list of output and
any other data that IBM may reasonably require to reproduce the error and the operating conditions under which the error occurred or was discovered. 

  

	 	2.	To initiate a Depot Replacement Order, Gap will send an email notification with store number, part description and problem number for replacement items. 

  

	 	3.	Arrange for the transport of Hardware needing repair to the IBM Repair Center from a Gap location. 

  

	 	4.	Gap will incur additional charges, at rates defined herein, for any of the following activities, which are not covered under Support Services: 

  

	 	(a)	Replacement of Consumable Items, Parts or Accessories. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit A.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 27










 

 
  


	 	(b)	Repair of units determined to be Abused Units, or units damaged by natural disasters. 

  

	 	(a)	Repair of Hardware not specifically listed as receiving Maintenance Services in Exhibit D.16 (Gap Equipment). IBM must obtain written Gap approval for repair of non-covered Hardware
prior to providing repair services. If prior written approval is not obtained, Gap will not be responsible for any fees for such repairs. 

  

	C.	SOFTWARE SUPPORT 

 IBM, through its OEM supplier,
will provide Support Services during IBM Depot Business Hours. IBM shall provide resources in accordance with the severity assigned by Gap to each problem. Both parties will participate in monthly problem management review meetings to assess the
root cause of each problem and to review the time-to-resolution. 
 PRODUCTION SUPPORT SERVICE OBJECTIVES 
  

							
	 Product Severity Level
	  	 Response Time
	  	Resolution Time	  	Patch Time
				
	 Severity 1
	  	*	  	*	  	*
				
	 Severity 2
	  	*	  	*	  	*
				
	 Severity 3
	  	*	  	*	  	*

  

	 	1.	Response Time shall mean the amount of time until a knowledgeable IBM customer support resource responds to Gap’s initial call. 

  

	 	2.	Resolution Time shall mean the amount of time, from Gap’s initial call, until IBM provides a workaround or fix to the error or issue. 

  

	 	3.	Patch Time shall mean the amount of time, from Gap’s initial call, until IBM provides a permanent fix to the error or issue. 

  

	 	4.	* 

  

	D.	SERVICES TO REPAIR EQUIPMENT NOT COVERED BY SUPPORT SERVICES 

  

	 	1.	Support Services coverage, under this Attachment B, does not include physical damage, misuse, unauthorized alterations or attempts to repair, abnormal operating environments, man
made or natural disasters, direct lightning damage, nor damage to Consumable Items, Parts or Accessories, such as tapes, diskettes, ribbons, paper, cables, print heads, batteries or chargers, and any associated equipment or system. Hardware
submitted for repair under these conditions will be subject to an additional fee to bring Hardware up to IBM’s Documentation as set forth in this Attachment B. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	2.	Gap may elect for select equipment that is not covered by the Support Services or Product Warranty under List of Hardware in Exhibit D.16 (Gap Equipment), to be repaired at the OEM
supplier’s Depot by following the process described below: 

  

	 	(a)	Gap, or a Gap authorized and approved third party, will ship units that require repair to the OEM Depot. 

  

	 	(b)	Gap will provide an authorization letter in accordance with Addendum 1 to this Attachment B to repair listed equipment. 

  

	 	(c)	IBM will proved a price quote and return date for requested repair work. 

  

	 	(d)	Gap will create and electronically send a Purchase Order for requested repair work. Gap will specify shipping method within this Purchase Order. 

  

	 	(e)	Upon receipt of Purchase Order from Gap, IBM will provide estimated repair time to Gap contact. 

  

	 	(f)	IBM shall ship repaired equipment to the return address identified in the authorization letter using the most cost-effective method available. 

  

	 	(g)	IBM shall invoice the repair costs at the rates identified in Table C-12.5 to Exhibit C and any pass-through shipping expenses to the Gap person who authorized the repair via the
authorization letter. 

  


					
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 ADDENDUM 1 TO ATTACHMENT B 
 REPAIR AUTHORIZATION FOR EQUIPMENT NOT COVERED BY MAINTENANCE AGREEMENT SAMPLE 
 Date: 
 To: 
 IBM 
 Address 
 ATTN: GAP DEPOT 
 Re: Gap Equipment in need of repair 
 To Whom It May Concern: 
 Attached to this letter is a spreadsheet with the detailed description of Gap equipment in need of
repair. We have been informed that the turnaround time for the return of the repaired equipment is, as quoted by IBM, [number of days], from IBM’s receipt of repair authorization. Proper repair authorization is defined as a combination of both
this letter and a signed purchase order from Gap. If there are any changes or concerns, please notify the person authorizing this repair. 
 Please have the serviced equipment returned to the specified address below: 
 Thank you,

  


					
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	  	Gap/IBM Confidential and Proprietary Information    	  	Page 30










 

 
  

 ADDENDUM 2 TO ATTACHMENT B 
 Service Order Form 
 Generally 
 The following Service Order Forms are samples of information provided from IBM to Gap for Support Services. 
  

			
	IBM	  	SERVICE DIRECTOR:
		  	ACCOUNT MGR:
		  	SALES AREA:
		
	*	  	VAR REFERRAL:
		
	Purchase Order No:	  	x  Add to Existing Contract #:    RENEWAL

  

			
	 INITIAL COVERAGE PERIOD (including warranty time frame:    years)

	 Effective: INITIAL COVERAGE PERIOD (including warranty
 time frame:    years)
	  	Effective: Expiring:

  

			
	SAP BILL TO #COMPANY SEND BILL TO:	  	SAP SHIP TO #COMPANY MAIL CONTRACT TO :
		
	ATTN COMPANY:	  	ATTN COMPANY:
		
		  	TITLE ATTN:
		
	ADDRESS 1:	  	ADDRESS 1:
		
	ADDRESS 2: PO BOX/SUITE:	  	ADDRESS 2: PO BOX/SUITE:
		
	CITY:            STATE:            ZIP:           
 	  	CITY:            STATE:            ZIP:           
 
		
	PHONE:            FAX:            	  	PHONE:            FAX:            

  

	Billing	Frequency: A  


	Contract	Discount: Included In Pricing Below 

  

																									
	 O&P #
	  	Product
Number	  	Qty	  	Basic
Service
Code	  	Response
Option	  	Covered
Days
Option	  	Covered
Hours
Option	  	Service
Zone	  	Other
Option 1	  	Other
Option 2	  	Other
Option 3	  	Other
Option 4	  	Monthly
Service
Charge
(Per Unit)
Warranty/
Post
Warranty1
		  		  		  		  		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  		  		  		  		  	



	1	Price may not reflect any applicable discounts for Payment Terms, Quantity, Contract Term or VAR/Distributor discount. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	  	Gap/IBM Confidential and Proprietary Information    	  	Page 31










 

 
  


																									
	 O&P #
	  	Product
Number	  	Qty	  	Basic
Service
Code	  	Response
Option	  	Covered
Days
Option	  	Covered
Hours
Option	  	Service
Zone	  	Other
Option 1	  	Other
Option 2	  	Other
Option 3	  	Other
Option 4	  	Monthly
Service
Charge
(Per Unit)
Warranty/
Post
Warranty2
		  		  		  		  		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  		  		  		  		  	



	2	Price may not reflect any applicable discounts for Payment Terms, Quantity, Contract Term or VAR/Distributor discount. 

  


					
	 Exhibit A.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 32










 

 
  


			
	 IBM
	  	 ̈ FORM NOT BEING USED, SEE ATTACHMENT3

  

									
		  		  		  	Site Name:	  	
					
	 Address 1:
	  		  		  		  	
					
	 Address 2:
	  		  		  		  	
					
	 City:
	  		  	 State:
	  		  	 Zip Code:

					
	 Telephone:
	  	Fax:	  		  		  	 Data Line:

					
	 Contact / Extension:
	  		  		  		  	



	3	Must provide all required information. 

  


					
	 Exhibit A.3
	  	Gap Confidential and Proprietary Information    	  	Page 33










 

 
  

 SERVICE ORDER FORM 
  

							
		 	 Site Name:
	 		  	

  

									
		  		  		  		  	
					
	 Address 1:
	  		  		  		  	
					
	 Address 2:
	  		  		  		  	
					
	 City:
	  		  	 State:
	  		  	 Zip Code:

					
	 Telephone:
	  	Fax:	  		  		  	 Data Line:

					
	 Contact / Extension:
	  		  		  		  	
		  		  		  		  	
					
	 Address 1:
	  		  		  		  	
					
	 Address 2:
	  		  		  		  	
					
	 City:
	  		  	 State:
	  		  	 Zip Code:

					
	 Telephone:
	  	Fax:	  		  		  	 Data Line:

					
	 Contact / Extension:
	  		  		  		  	

 Attach additional forms (B026) as required. 
  


					
	 Exhibit A.3
	  	Gap Confidential and Proprietary Information    	  	Page 34










 

 
  


					
	 IBM
	  		  	FORM NOT BEING USED, SEE ATTACHMENT4

  

											
	 Item #
	  	 Site #5
	  	Option &
Pricing #6	  	 Serial Number
	  	 Product Number
	  	 Invoice # /Line Item

						
	1	  		  		  		  		  	
						
	2	  		  		  		  		  	
						
	3	  		  		  		  		  	
						
	4	  		  		  		  		  	
						
	5	  		  		  		  		  	
						
	6	  		  		  		  		  	
						
	7	  		  		  		  		  	
						
	8	  		  		  		  		  	
						
	9	  		  		  		  		  	
						
	10	  		  		  		  		  	
						
	11	  		  		  		  		  	
						
	12	  		  		  		  		  	
						
	13	  		  		  		  		  	
						
	14	  		  		  		  		  	
						
	15	  		  		  		  		  	
						
	16	  		  		  		  		  	
						
	17	  		  		  		  		  	
						
	18	  		  		  		  		  	
						
	19	  		  		  		  		  	
						
	20	  		  		  		  		  	
						
	21	  		  		  		  		  	
						
	22	  		  		  		  		  	
						
	23	  		  		  		  		  	
						
	24	  		  		  		  		  	
						
	25	  		  		  		  		  	
						
	26	  		  		  		  		  	
						
	27	  		  		  		  		  	
						
	28	  		  		  		  		  	
						
	29	  		  		  		  		  	
						
	30	  		  		  		  		  	

 Attach additional forms (B027) as required. 
  


	4	Must provide all required information. 


	5	As identified on Page 3 or Form B026. 


	6	As identified on Page 1 or Form B038. 

  


					
	 Exhibit A.3
	  	Gap Confidential and Proprietary Information    	  	Page 35










 

 
  


	
	 IBM


 IMPORTANT NOTICE TO CUSTOMER: 
 AUTO RENEW OPTION: This agreement shall renew automatically for successive one-year terms per the attached Terms and Conditions, Section 3.0:

  

									
	By signing customer DECLINES:
                                        
                    	  	

 AUTO ADD OPTION: IBM shall automatically add to this agreement any new quantities with the
corresponding service coverage of the above listed products ordered directly from IBM per the Agreement: 
  

									
	By signing customer DECLINES:
                                        
                    	  	

  

							
				
	Date of Quote:                               	  		  		  	
				
	CQFP:                                     
        	  		  		  	
				
	SCA:                                      
         	  		  		  	
				
	Contract No.:                                 	  		  		  	
				
	Processed Date:
                           	  		  		  	
				
	Resp. Region:                                	  		  		  	

 IBM CONTRACTS MANAGEMENT USE ONLY: 
  

					
	 	  	 Customer
	  	 IBM

	Required Signature:	  		  	
			
	Name (Print):	  		  	
			
	Title:	  		  	Account Manager
			
	Date:	  		  	07/22/03

 By signing, customer agrees to IBM’s Terms and Conditions. 
 This Service Agreement includes the following attachments and/or addenda: 
 1. 
 2. 
 3. 
 4. 
 5. 

 


					
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	Required Signature:	 		 	
			
	Name (Print):	 		 	
			
	Title:	 		 	
			
	Date:	 		 	

 By signing, customer agrees to IBM’s Terms and Conditions 
  


					
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 Exhibit A.4 
 Statement of Work 
 End User Support Services 
 Date: January 13, 2006 
 This document contains
confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap, Inc. and IBM, this document and the information contained herein may not be published, disclosed, or used for any other
purpose. 
  


					
	 Exhibit A.4
	  	Gap/IBM Confidential and Proprietary Information                    	  	










 

 
  

 TABLE OF CONTENTS 
  

					
	 	 	 	  	Page No.
	I.	 	General	  	1
			
	II.	 	Managed Workstation Replacement Program	  	3
			
	III.	 	Procurement	  	6
			
	IV.	 	[Reserved]	  	7
			
	V.	 	Pilot Programs	  	7
			
	VI.	 	Asset Management	  	8
			
	VII.	 	Level 2 On-site Support	  	9
			
	VIII.	 	Installs, Moves, Adds and Changes (IMACs)	  	15
			
	IX.	 	Software Currency and Release Levels	  	18
			
	X.	 	Workstation Engineering	  	19
			
	XI.	 	Workstation Software and Integration	  	20
			
	XII.	 	Asset Disposal	  	22
			
	XIII.	 	Software Licenses	  	23
			
	XIV.	 	Deliverables	  	24
			
	XV.	 	Gap Responsibilities	  	24

  


					
	 Exhibit A.4
	  	Gap/IBM Confidential and Proprietary Information                    	  	










 

 
  


	I.	GENERAL 

  

	 	1.1	Introduction 

 This Exhibit A.4 (End User Support
Services Statement of Work) to the Agreement (this “Statement of Work”) sets forth the minimal end user support services that Supplier shall provide as of the Initiation Date, with respect to the following service areas as identified in
the table of contents to this Statement of Work and as more particularly described in this Statement of Work (individually each, a “End User Support Service,” and collectively described as the “End User Support Services”). The
End User Support Services described herein apply generally to all Services provided by Supplier to Gap pursuant to the Agreement and shall be provided utilizing Supplier’s best practices. With respect to the End User Support Services, Supplier
will also perform all activities and requirements as specified in Exhibit A.2 (Cross Functional Services). 
 Supplier shall provide
information on the End User Support Services using a media that is efficient, easy to use, and easily accessible by Gap Authorized Users and subject to Approval by Gap. Gap expects that Supplier will bring value to areas in addition to those
identified in the Agreement and this Statement of Work. Supplier should describe any unique capabilities it possesses for assisting Gap in achieving additional improvements and describe how it would make such capabilities available to Gap.

 Unless otherwise provided, references to Sections will be to Sections of this Statement of Work and references to Exhibits will be to
Exhibits of the Agreement. The section headings in this Statement of Work are for reference purposes only and will not affect in any way the meaning or interpretation of this Statement of Work. 
 Supplier shall provide the Services as required to meet or exceed the Service Levels in Exhibit B.1 (Service Level Matrix). Supplier (i) has
responsibility for the performance of the Services detailed in this Statement of Work; and (ii) shall be held responsible for the performance of the Services without regard to the use by Supplier of third-party products or suppliers. All
changes to this Statement of Work will be mutually agreed to by the Gap and Supplier and implemented and managed using the Change Control Procedures. 
  

	 	1.2	Statement of Work Functionality 

 Per Gap
requirements, there are several different sets of Statement of Work functionality defined for several different Gap entity requirements as follows: 
  

	 	(a)	Corporate Workstation support services consist of *; 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(b)	Corporate Workstations (Off-warranty) support services consist of *; 

  

	 	(c)	Distribution Center Workstation support services consist of *. IMACs for Distribution Center Workstations are not included in the Corporate IMAC baselines. Warehouse Devices (other
than Distribution Center Workstations) support will be provided by on-site Supplier personnel and shall include swapping the broken device with a Gap-provided spare, facilitation of repair (via authorized * charges or ship to/call the Gap third
party maintenance or warranty provider), and redeployment. Support categories and charges for Warehouse Devices may be updated by Change Management as mutually agreed by the Parties. Warehouse Devices are set forth in Exhibit D.16 (Gap Equipment);


  

	 	(d)	International/GID Workstation support services consist of *. On-site support (software and hardware break/fix and hardware maintenance) remains the responsibility of the local Gap
entity; and 

  

	 	(e)	Store Workstation services are defined in Exhibit A.3 (Store Services Statement of Work) and are excluded from this Statement of Work. 

  

	 	1.3	Definitions 

 Except as otherwise expressly
provided herein, or unless the context clearly requires otherwise, capitalized terms used in this Statement of Work shall have the meanings set forth below. Capitalized terms used in this Statement of Work but not otherwise defined in this Statement
of Work shall have the meanings ascribed to them in Exhibit A.1 (Glossary to Statements of Work). 
 “Add” has the meaning
set forth in Section VIII(a)(5). 
 “Agreement” means the Master Services Agreement dated as of the Reference Date between
Gap and Supplier. 
 “Build” has the meaning set forth in Section VIII(a)(7). 
 “Cascade” has the meaning set forth in Section VIII(a)(4). 
 “Change” has the meaning set forth in Section VIII(a)(6). 
 “De-Install” has the meaning set forth in Section VIII(a)(3). 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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 “Deskside” means technical support provided at the location where the equipment is
installed or typically located. 
 “FTE” or “Full Time Equivalent” means a Full-Time resource or multiple
resources assigned by Supplier to provide the Services. 
 “IMAC” has the meaning set forth in Section VIII (Installs,
Moves, Adds and Changes (IMACs)). 
 “Initial Pilot” has the meaning set forth in Section 5.1(a). 
 “Install” the meaning set forth in Section VIII(a)(1). 
 “Managed Workstation Replacement Project” means the annual process for replacing older workstation hardware, based on approved funding and targeted hardware age goals. 
 “Move” the meaning set forth in Section VIII(a)(2). 
 “N” has the meaning set forth in Section 9.2(a). 
 “N-1” has the
meaning set forth in Section 9.2(b). 
 “NGF” means *. 
 “Removal/Disposal Services” has the meaning set forth in Section 12.1(a). 
 “Time and Materials” means work performed and filled as a pass-through of actual expenses incurred for material and an agreed upon labor
rate. 
 “TS-Census” has the meaning set forth in Section 6.1(c). 
 “Warehouse Devices” has the meaning set forth in Section 1.2(c). 
 “Workstation” means a desktop or laptop having a complete end-user computing configuration, including standard hardware identified in
the NGF Product Catalog (e.g., keyboard, monitor, CPU, mouse, peripherals, network, video adapters, modem and removable media drives) and core system and user software (e.g., operating system software, memory manager, device drives, configuration
scripts, E-mail, productivity tools) whose support is detailed in this Statement of Work. 
 “Workstation Replacement
Program” has the meaning set forth in Section 2.1(a). 
  

	II.	MANAGED WORKSTATION REPLACEMENT PROGRAM 

  

	 	2.1	General 

  

	 	(a)	Supplier shall provide the Services as detailed in this Statement of Work to implement and manage a program for installing new Workstations at 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit A.4
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 3










 

 
  


	 	 
domestic Gap locations in accordance with the annual roll-out schedule to be determined by Gap (“Workstation Replacement Program”). Gap shall
provide the preliminary Workstation Replacement Program annual roll-out schedule within * after the Initiation Date for the *, and by * of each year thereafter. Any updates to such schedule will be provided to Supplier no less than * prior to any
requested activity. 


  

	 	(b)	Supplier shall develop, manage, and maintain a project plan and perform the Services under this Schedule to plan for and implement the Workstation Replacement Program. Supplier
shall incorporate the annual roll-out schedule provided by Gap into the project plan. The initial project plan, and all subsequent project plans or schedule updates, shall be approved in writing by Gap before becoming effective. Without limiting the
generality of the foregoing, if Supplier fails to install a Workstation in accordance with the agreed roll-out schedule, Supplier will reschedule the installation as reasonably requested by Gap at no additional charge. 

  

	 	(c)	Subject to the restrictions on schedule changes set forth in Section II(a), the roll out schedule and project plan may be adjusted from time to time at Gap’s request. Gap
estimates that approximately * new Workstations will be deployed in each calendar year. Gap may use the IMAC baselines for execution of this scope of work. 

  

	 	(d)	Supplier shall install and test all Workstations in accordance with the terms and defined completion criteria provided in this Statement of Work. Supplier shall interface with and
otherwise coordinate its performance of the Services with functions performed by Gap personnel and third party equipment manufacturers. 

  

	 	(e)	Within * from the Initiation Date, the Parties shall mutually agree on a flow chart illustrating the processes that Supplier will follow when providing Workstation Replacement
Program Services. The parties will periodically update this flow chart during the Term as mutually agreed. 

  

	 	2.2	Managed Workstation Replacement Services 

  

	 	(a)	Supplier shall provide the Services outlined in this Statement of Work for staging and installing Workstations and connecting all other peripheral equipment ordered or already
existing in connection with such Workstations as specified in Exhibit D.16 (Gap Equipment). 

  

	 	(b)	Supplier shall physically install new Workstations as follows: 

  

	 	(1)	Verifying that the Gap-initiated automated backup took place; 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(2)	Disconnecting the existing Workstation, inventorying it, labeling it with previous owner information, staging where end user data can easily be accessed through Supplier for one
(1) week before removal, and removing it as instructed by Gap; 

  

	 	(3)	Connecting the new Workstation to a Gap-supplied * server and initiating a download of end-user specific applications via the * software, or using other approved means to add
appropriate end user specific applications (e.g., *); 

  

	 	(4)	Connecting the new Workstation and the peripherals to the power source, local area network, and other available connections required to complete and approve installation;


  

	 	(5)	“Powering up” the new Workstation and other peripherals; 

  

	 	(6)	Where appropriate, configuring a Gap designated IP address and maintaining connectivity, configuring network parameters, logging on to network, mapping to network drives and
printing to an appropriate printer. The information required to complete this task will be provided to Supplier * before installation; 

  

	 	(7)	Testing that the new Workstation powers up and boots and that each supported peripheral, installed device and communications link is configured and operating properly to provide
functionality and connectivity functionally, and that each properly connects to and across the network and functions properly with its associated peripherals; 

  

	 	(8)	Migrating all end user data, configurations and settings to the new Workstation using tools provided by Gap; 

  

	 	(9)	Verifying that application installation, conversion of data file structures, and data migration has occurred through validation that the new Workstation functions per the
manufacturer’s specifications; and 

  

	 	(10)	Where appropriate, (A) recovering delivery boxes for shipping removed Workstations; (B) transporting delivery boxes to an on-site location designated by Gap for pickup by
Gap’s recycling vendor; or (C) if no such location is specified, removing and discarding delivery boxes on-site at Gap, as directed by the Gap Location Manager. 

  

	 	(c)	Installations shall be scheduled to be performed during normal Business Hours or outside normal Business Hours, as requested by Gap at each Gap location. 


 


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(d)	Supplier shall arrive at the designated location at the scheduled time and contact the Gap Location Manager promptly upon arrival. 

  

	 	(e)	Supplier shall survey the location for installation readiness within the first hour and notify the Gap Location Manager of any problems that may require standby time.


  

	 	(f)	Supplier shall unpack all Workstations, and as appropriate, set aside the packing materials for use in packing the de-installed equipment. If Gap determines that the packing
material is not required, then Supplier will discard such packing materials in a Gap identified on-site location. 

  

	 	2.3	End User Documentation 

 Supplier shall be
responsible for the delivery of any Gap approved “leave behinds” for end users, including instructional documentation relating to the installed Workstation and Supported Software. The content of “leave behinds” will be set forth
in the Procedures Manual. 
  

	 	2.4	End User Acceptance Testing 

 Supplier shall be
responsible for obtaining sign-off from a Gap employee designated by Gap that each Workstation has been installed and that all items on the user acceptance checklist set forth in the Procedures Manual have been completed. 
  

	III.	PROCUREMENT 

  

	 	3.1	General 

  

	 	(a)	Supplier shall support procurement of the workstation hardware and software in conjunction with Gap. Supplier will use Gap processes, as documented in the Procedures Manual, as
required for assisting the end user in procuring both hardware & software for the workstation. Gap shall submit purchase orders for such Services through the NGF system. Where NGF is not yet available, the parties will mutually agree on
another means for submission of purchase orders in the Procedures Manual, as approved by the Gap Infrastructure Partnership Executive or his/her designees, provided that any such designees are identified to Supplier in writing by the Gap
Infrastructure Partnership Executive. Gap agrees to be responsible for all invoices generated as a result of requests from the NGF system and for orders placed by other approved means. 

  

	 	(b)	This Section III (Procurement) provides Gap’s authorized procedures for procurement of certain Services from Supplier. Supplier will promptly notify the Gap Infrastructure
Partnership Executive of any purchase orders or other related requests that do not comply with such procedures. 

  


					
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	 	(c)	Gap is in the process of implementing an * application named * (“NGF”). NGF will serve as the primary IT interface between Gap end users and Supplier for ordering
Services. Supplier shall develop the necessary interface to enable Gap end users and Supplier personnel to use NGF to place orders as set forth in this Statement of Work as mutually agreed by the parties in writing within * of the Initiation Date.
As set forth in Section 3.1(a), where NGF is not yet available, the parties will mutually agree on a process for submission of purchase orders in the Procedures Manual. 

  

	 	(d)	Gap shall be responsible for procuring the Workstations, along with a * on-site warranty for Workstations and delivering them to a designated secure location. Supplier will sign for
receipt of Workstations upon delivery to Supplier from Gap, and will track such Workstations from such point though installation, if received at a Gap site where Supplier has dedicated personnel. At field/remote sites, Gap personnel will sign for
the Workstations. 

  

	 	3.2	Ordering and Tracking 

  

	 	(a)	Supplier shall work with Gap personnel responsible for NGF to provide all required interfaces and updates required by NGF. The required interfaces and updates will be defined within
* of the Initiation Date. For locations in which NGF is not already implemented, Supplier will provide to Gap the level of information as required by current Gap systems and processes in such locations as documented in the Procedures Manual.


  

	 	(b)	* after the Initiation Date, and on * basis thereafter, the Parties will conduct a review of the procurement process described in this Section III (Procurement), and jointly
determine and implement necessary modifications and improvements. Any agreed changes to the procurement process will be set forth in the Procedures Manual. 

  

	IV.	[RESERVED] 

  

	V.	PILOT PROGRAMS 

  

	 	5.1	Pilot Program 

  

	 	(a)	Within * of implementation of the NGF interface which allows Gap to order * Workstations, Supplier shall implement a pilot program (the “Initial Pilot”) that is mutually
approved by Gap and Supplier at a location selected by Gap under which Gap may test: 

  

	 	(1)	Supplier’s proposed workstation replacement processes and procedures; and 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(2)	Supplier’s ability to meet the applicable Service Levels. 

  

	 	(b)	Promptly following the Initial Pilot, Gap and Supplier shall review the results of the Initial Pilot and jointly develop and implement a plan to remedy any area of the Services that
the Parties identify as not meeting the terms of this Statement of Work. Remedies may include adjusting or tuning interfaces, staffing, processes or procedures used to provide the Services at no additional cost to Gap. 

  

	VI.	ASSET MANAGEMENT 

  

	 	6.1	Asset Tracking 

  

	 	(a)	Supplier shall maintain the Asset Inventory and Management System, per the Procedures Manual, such that it contains an accurate and current list and description of workstation
hardware and software by conducting an initial physical inventory of Workstation Equipment and Software supported by Supplier in connection with the provision of the End User Services. 

  

	 	(b)	Supplier shall use Gap provided asset autoscan tools which provide the hardware and software information listed in Appendix A-1 (Asset Reporting Information) for each such
Workstation and submit it to the “* Service Center.” 

  

	 	(c)	Supplier shall utilize Gap-provided asset tools for Workstation Equipment and Software that support auto discovery (*), facilitate effective deployment and re-use of Gap and
Supplier-owned Equipment and Software, and enable a common view in terms of information access and presentation by Gap and Supplier. 

  

	 	(d)	Supplier shall provide the Gap Asset Inventory and Management data to authorized Gap personnel and Supplier Help Desk, and as required for other Help Desk tools and processes,
including verifying inventory information upon a Help Desk request for on-site service using Procedures Manual. 

  

	 	(e)	Supplier shall verify, where appropriate, inventory information upon an Authorized User’s request for IMACs per the Procedures Manual. 

  

	 	(f)	Supplier shall verify, where appropriate, inventory information upon an Authorized User’s request for * service received from the Help Desk. 

  

	 	(g)	Supplier shall update the Gap Asset Inventory and Management System by removing assets that are no longer in use to the extent Supplier is aware of such assets, modifying asset
information due to IMACs, which may include asset relocation and/or use by a different Authorized User, 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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modifying asset information due to upgrades, Software updates, adding new asset information upon Implementation of new Equipment or Software and when
additional Gap information is provided, and including Third Party information where appropriate (e.g., Third Party Vendors providing Equipment disposal services). 


  

	 	6.2	Asset Reporting and Reconciliation 

  

	 	(a)	Supplier will be responsible for the operation of the agreed upon Asset tracking tools including * and the underlying infrastructure to support the tools. 


 

	 	(b)	Supplier shall make asset reporting data available to Gap in both hard-copy and soft-copy (flat file) format. 

  

	 	(c)	Supplier shall provide Gap with the following reports: 

  

	 	(1)	* reports of the Workstations installed and de-installed (at the summary level); 

  

	 	(2)	* reports of the Workstations installed and de-installed (both summary level and detail reports by serial number that include the information in the fields listed in Appendix A-1
(Asset Reporting Information); and 

  

	 	(3)	* Workstations disposal reports (both summary level and detail reports by serial number that include the information in the fields listed in Appendix A-1 (Asset Reporting
Information) as further described in Section IX (Software Currency and Release Levels). 

  

	VII.	LEVEL 2 ON-SITE SUPPORT 

 This Section VII (Level 2
On-site Support) provides * categories of “Level 2 On-site Support” that is provided by Supplier or that Gap can request. To the extent Gap orders a category of Level 2 On-site Support pursuant to the applicable provisions of this
Statement of Work, Supplier shall provide the Services described in the applicable subsection of this Section VII (Level 2 On-site Support). 
  

	 	(a)	General Terms Applicable to all Level 2 On-site Support: 

  

	 	(1)	Supplier shall provide the following periodic reports on the Services provided by Supplier: (A) * reports showing Supplier’s performance against the Service Levels;
(B) * trending reports; and (C) * issues list and mitigation strategies; 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(2)	Supplier shall escalate Problems in accordance with escalation procedures to be described in the Procedures Manual; 

  

	 	(3)	Supplier shall maintain routine communications with the Gap Project Manager and will communicate with affected end users on all Problems through resolution;


  

	 	(4)	Supplier shall utilize * Service Center to view and monitor Gap Problems; 

  

	 	(5)	Supplier shall coordinate Problem resolution activities and the scheduling of Supplier technicians providing on-site Services; 

  

	 	(6)	Supplier shall measure, track and evaluate the progress of open Problems and provide relevant information to Gap as necessary to facilitate the resolution of each Problem;


  

	 	(7)	The parties shall jointly assess the Gap environment to identify Workstations that were they to fail individually, would cause a * Problem. Such information will be recorded in the
Procedures Manual; 

  

	 	(8)	Supplier shall provide service personnel who are trained in direct support of the Workstations they support; 

  

	 	(9)	Supplier shall manage a pool of Gap-owned spare parts or hot spare Workstations for use in supporting Workstations; 

  

	 	(10)	Supplier shall provide reasonable cooperation with third parties providing maintenance or warranty services for all Workstations that are not in the scope of this Statement of Work;


  

	 	(11)	Supplier’s Level 2 On-site Support Services do not cover the following: 

  

	 	(A)	service of a Workstation damaged by malicious intent, gross misuse, modification of the Workstation (other than by Supplier or its agents), natural causes such as fire or flood,
improper maintenance by Gap or its agents, or unsuitable physical operating environment outside of Workstation Specifications. For this purpose, assuming Supplier performs the initial installation, Gap’s operating environment as of the date of
installation is deemed to be suitable; 

  

	 	(B)	labor to install parts deemed to be “Customer Replaceable Units” by the manufacturers’ warranties; 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(C)	service of a Workstation with removed or altered Workstation parts or parts identification labels; provided, however, that alterations and removals by Supplier or its agents, or by
virtue of the Customer Replaceable Unit process, shall not trigger the application of this exclusion; 

  

	 	(D)	Workstation failures caused by equipment not on Gap’s list of supported peripheral equipment or software that is other than supported Software; 

  

	 	(E)	accessories, supply items and parts designed to be replaced or consumed periodically during the useful life of the product (e.g., batteries and printer cartridges);


  

	 	(F)	installation or engineering change activity that is not covered by the manufacturers’ warranties; 

  

	 	(G)	service of features, parts, or devices not supplied by either 1) the Workstation’s OEM or 2) Supplier during the performance of maintenance services; or


  

	 	(H)	preventive maintenance. 

  

	 	(12)	If Gap requests Supplier to perform out-of-scope repairs for Workstations (i.e., repairs not within the scope of Section VII(b), Section VII(c), or the repairs excluded in Section
VII(a)(11) above, as applicable), Supplier will do so for the charges set forth in Exhibit C (Fees and Resource Baselines) per Section VII(d). 

  

	 	(b)	Maintenance Services for Workstations Under Warranty. 

  

	 	(1)	In accordance with the Service Levels set forth in Exhibit B.1 (Service Level Matrix), Supplier shall be responsible for providing or coordinating on-site warranty hardware repair.
If the Workstation cannot be repaired at the Authorized User’s location, a hot swap will be performed and the Workstation will be retired to the depot (or another agreed to location) for warranty-provider break / fix, and then returned to the
spare Workstation pool rather than reintroduced to the end user; 

  

	 	(2)	Supplier shall troubleshoot, diagnose and repair reported Problems with the Workstations. Repair shall be to correct the Problem reported so that the Workstation is operational and
working in accordance with manufacturer’s Specifications; 

  

	 	(3)	Supplier shall validate Workstation warranty status; 

  


					
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	 	(4)	Supplier shall coordinate and schedule hardware repair activities with the End User or the Gap focal point; 

  

	 	(5)	Supplier shall obtain the proper replacement part(s) if required to resolve the Problem, and provide such parts, materials, labor, and perform tasks required to repair covered
Workstations to manufacturer’s Specifications; 

  

	 	(6)	Supplier shall record, update and close the Problem in * Service Center; 

  

	 	(7)	Supplier shall provide and dispatch support specialists to provide on-site maintenance services as Supplier deems necessary to identify and resolve Problems;


  

	 	(8)	Supplier shall manage Problem resolution through completion (including shipment of defective Non-Supplier Workstations to the appropriate manufacturer to the extent required under
the manufacturer’s warranty to complete such resolution); 

  

	 	(9)	Supplier shall provide and dispatch support specialists to provide on-site maintenance services as Supplier deems necessary to identify and resolve Problems, subject to any
manufacturer Customer Replaceable Unit exclusions; and 

  

	 	(10)	Repair of OEM Workstations is subject to the availability of repair parts and any technical support required of the OEM. If repair parts or OEM technical support become permanently
unavailable for any type of OEM Workstations, Supplier shall so notify Gap and will use commercially reasonable efforts to provide the maintenance services in respect to that Workstation type for up to * after the date of such notification to Gap.
Supplier shall be excused from any failure to meet Service Levels applicable to the performance of such maintenance services during the * period where Supplier can establish to Gap’s reasonable satisfaction that Supplier’s failure to meet
the applicable Service Level was attributable to the unavailability of repair parts or technical support required of the OEM. The Parties agree that commercially reasonable efforts may be insufficient to accomplish a repair in the absence of repair
parts or OEM technical support. During such * period, the Parties will work together to (A) find an alternate means for supporting such Workstations, or (B) determine a replacement Workstation. 

  

	 	(c)	Maintenance for Out-of-Warranty Workstations. 

  

	 	(1)	In accordance with the Service Levels set forth in Exhibit B.1 (Service Level Matrix), Supplier shall be responsible for providing 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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on-site hardware repair including parts and labor for the Workstations specified in Exhibit D.16 (Gap Equipment) that are not under warranty through Supplier
or OEM and are baselined in Exhibit C (Fees and Resource Charges). Workstations will migrate off the Corporate Workstation baseline to the Corporate Workstation Off-warranty baseline as warranty support is concluded; 


  

	 	(2)	Supplier shall troubleshoot, diagnose and repair reported Problems with the Off-warranty Workstations. Repair shall be to correct the Problem reported so that the Workstation is
operational and working in accordance with OEM Specifications; 

  

	 	(3)	Supplier shall coordinate with OEM to resolve Workstation problems as necessary; 

  

	 	(4)	Supplier shall coordinate and schedule hardware repair activities with the End User or the Gap focal point; 

  

	 	(5)	Supplier shall obtain the proper replacement Part(s) if required to resolve the Problem, and provide such parts, materials, labor, and perform tasks required to repair Off-warranty
Workstations to OEM Specifications; 

  

	 	(6)	Supplier shall record, update and close the Problem in * Service Center; and 

  

	 	(7)	Supplier shall provide and dispatch support specialists to provide on-site maintenance services as Supplier deems necessary to identify and resolve Problems.


  

	 	(d)	Time and Materials Support. 

  

	 	(1)	Supplier will repair Workstations to the extent such repairs are not included elsewhere in the Services described in this Statement of Work on a Time and Materials basis at the
rates set forth in Exhibit C (Fees and Resource Baselines). Prior to performing any Time and Materials Services, Supplier will provide, at no charge, an estimate to Gap for Gap’s review. If Gap approves the estimate and issues a resulting
Purchase Order, Supplier shall promptly proceed to perform the Services; 

  

	 	(2)	Supplier shall provide additional information technology services related to Workstations at Gap locations when requested by Gap, including sweeping buildings during a virus attack,
making printer configuration changes after large department moves, and assisting with projects requiring desktop visits. These Services will use (A) available on-site resources at Gap locations, provided that to the 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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extent the Gap Statement of Work Manager (or his or her designee) directs Supplier Statement of Work Manager (or his or her designee) to use on-site
resources for this purpose, Supplier shall be excused from meeting the Service Levels to the extent the failure to meet such Service Levels is caused by such direction; or (B) incremental resources authorized by Gap that are dispatched to a Gap
location on a Time and Materials basis; and 


  

	 	(3)	Supplier shall record, update and close each Problem or Service Request in * Service Center. 

  

	 	(e)	Onsite Software Support. 

  

	 	(1)	Supplier shall be responsible for resolving Problems with supported Software referred to Supplier from Gap that relate to the Workstations at Gap Sites, except for * Problems that
require application-level re-engineering to resolve; 

  

	 	(2)	Supplier shall provide and dispatch support specialists to provide Level 2 On-site Support Services as Supplier deems necessary to identify and resolve Problems;


  

	 	(3)	Supplier shall support and resolve Problems with supported Software included in Gap’s standard Workstation configuration, whether pre-existing or subsequently added during the
Term; 

  

	 	(4)	Supplier shall provide remote Workstation support for remote dial-in end users (e.g., end users who are traveling or remotely accessing LAN-based services);


  

	 	(5)	Supplier shall diagnose and resolve reported supported Software Level 2 Problems that may include, but are not limited to, the following: 

  

	 	(A)	Update BIOS, if required; 

  

	 	(B)	Resolve device driver conflicts; 

  

	 	(C)	Resolve software incompatibility issues; or 

  

	 	(D)	Resolve software configuration issues. 

  

	 	(6)	Supplier shall provide end user orientation on prevention of same Problem, when applicable; and 

  

	 	(7)	Supplier shall record, update and close the Problem in * Service Center. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	VIII.	INSTALLS, MOVES, ADDS AND CHANGES (IMACS) 

 As
requested by Gap, Supplier shall be responsible for planning, managing, performing and testing installs, moves, adds, changes, cascades, de-installs, and refreshes for Workstations and peripheral equipment (“IMACs”). Installs, moves, adds
and changes carried out pursuant to Problem management activities shall not be treated as IMACs. Supplier’s specific responsibilities with respect to IMACs are the following: 
  

	 	(a)	IMACs are defined as follows: 

  

	 	(1)	“Install” means the on-site installation and testing of an Authorized User Workstation as ordered (with pre-delivery preparation previously completed) and includes
checking that the Equipment and Software are functional with network operational connectivity, and that standard external devices ordered along with the system unit are attached and working correctly. If an Authorized User requests that Supplier
(A) manually install Software identified in the standard configurations or (B) install hardware features, in each case, that are in addition to the base configuration for that Authorized User, it will be tracked and charged as the
appropriate hard Change. An install also includes updating ring addresses, IP address and Authorized User printer settings as necessary. 

  

	 	(2)	“Move” means: 

  

	 	(A)	within a building – disconnecting a currently installed system unit, including the directly attached peripheral devices, packing the equipment for movement from the current end
user’s location at a building to the new end user location within the same building and for the same end user, unpacking and reconnecting the same system unit and the directly attached peripheral devices and, upon completion of such activities,
conducting the manufacturer’s standard installation tests to verify the hardware and software are functional with network connectivity, provided Gap has provided such test specifications and there is a network data line installed at the new
location. 

  

	 	(B)	 between buildings – disconnecting a currently installed system unit, including the directly attached peripheral devices, packing the equipment for movement
from the current end user location at a building to the new end user location at another building for the same end user, unpacking and reconnecting the same system unit and the directly attached peripheral devices and, upon completion of such
activities, conducting the manufacturer’s standard 



  


					
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installation tests to verify the hardware and software are functional with network connectivity, provided Gap has provided such test specifications and there
is a network data line installed at the new location. The actual move is performed by Gap facilities personnel. 


  

	 	(3)	“De-install” means disconnect only – for those system units at a building that are being disconnected and which are not being reconnected at a new location,
disconnecting a currently installed system unit, including the directly attached peripheral devices, and packaging the equipment for movement from the current end user location to a Gap-designated storage or staging area within the building for
Gap’s removal or disposal. 

  

	 	(4)	“Cascade” means (A) De-installing an Authorized User’s Equipment, (B) reconfiguring the Equipment and Software to conform to the standard configurations and
(C) Installing and testing the reconfigured unit, including checking that the Equipment and Software are functional with network operational connectivity, and that standard external devices ordered along with the system unit are attached and
working correctly. 

  

	 	(5)	“Add” means, with respect to: 

  

	 	(A)	hardware – installing an additional external device (such as an external modem, disk, printer scanner) and appropriate device driver to a currently installed system unit.


  

	 	(B)	software – installing up to * additional supported Software products, to a currently installed system unit, (via diskette or other method), without any customization.


  

	 	(6)	“Change” means, with respect to: 

  

	 	(A)	hardware – performing a modification to an existing system unit such as a hardware upgrade (to add functionality) or a downgrade (to remove functionality), including a device
driver and, upon completion of such activity, conducting the manufacturer’s standard installation tests to verify the hardware and software are functional with network connectivity, provided Gap has provided such test specifications and there
is a network data line installed at the location. 

  

	 	(B)	software – performing a modification to an existing software configuration according to specific documentation or instructions, such as setting up network icons or customizing
an application load and, upon completion of 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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such activities, conducting the manufacturer’s standard installation tests to verify that the hardware and software are functional with network
connectivity, provided Gap has provided such test specifications and there is a network data line installed at the location. 


  

	 	(7)	“Build” means for any new Authorized User Workstation Equipment to be installed, the activities not performed by the hardware seller prior to shipment, such as:


  

	 	(A)	build and configure the system in conformance with the standard configurations; 

  

	 	(B)	run diagnostics on all configuration components; 

  

	 	(C)	load and configure Software in conformance with the standard configurations; 

  

	 	(D)	install local node addresses supplied by Supplier as applicable; 

  

	 	(E)	perform configuration testing; 

  

	 	(F)	install Gap asset tags and record on invoice according to the Procedures Manual; and 

  

	 	(G)	perform hardware burn-in; and repackage the fully assembled and tested system, including configuration documentation and any vendor-provided operations manuals or other applicable
documentation, in one container or as a banded unit, apply shipping labels, generate appropriate shipping documentation, and drop ship to the designated Gap Site. 

  

	 	(b)	As part of planning an IMAC, Supplier shall prepare IMAC orders in consultation with Gap and shall validate the correctness of IMAC orders as defined in the Procedures Manual. In
addition, Supplier shall, for each IMAC, establish a back-out procedure so as to be able to undo such IMAC and restore pre-IMAC status in the event of unsuccessful testing. If Gap space planning personnel are involved in an IMAC, Supplier shall
coordinate with such Gap personnel. 

  

	 	(c)	Supplier shall be responsible for coordinating each IMAC from receipt of service request to completion, including coordinating with Gap groups and third party suppliers regarding
applicable services/products. 

  

	 	(d)	 Individual service events are complete with the verification that new and existing Workstation, feature and/or software function per the OEM 



  


					
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Specifications after completion of the IMAC request. If a IMAC occurs after Business Hours, such support shall begin the next Business Day and continue as is
necessary and appropriate. 


  

	 	(e)	Supplier shall test all Workstations detailed in the IMAC following completion of the IMAC. An IMAC shall be deemed completed when Supplier has notified Gap that such IMAC has
successfully passed the applicable acceptance testing procedures as defined in the Procedures Manual and the Gap end user has notified Supplier of its acceptance. 

  

	 	(f)	Upon the completion of each IMAC performed by Supplier, Supplier shall update the asset tracking records in a timely manner to document such IMAC. IMACs shall be charged to Gap in
accordance with Exhibit C (Fees and Resource Charges). 

  

	 	(g)	Inclusion of End-to-End Scope. With respect to any particular Workstation, a single IMAC includes all activities related to the IMAC when requested at the same time, including
determining requirements, generating work orders, scheduling, setup/staging, transfer of local data, testing, user orientation, asset tracking and quality assurance. 

  

	IX.	SOFTWARE CURRENCY AND RELEASE LEVELS 

  

	 	9.1	Subject to this Section IX (Software Currency and Release Levels), Supplier shall provide support for all Software versions and release levels that exist in the Gap IT Environment
as of the Initiation Date until otherwise directed by Gap. 

  

	 	9.2	Unless otherwise directed by Gap, Supplier shall support Software under its operational responsibility at a recently released and generally available version of the Software (*).


  

	 	(a)	“N” shall mean the *. 

  

	 	(b)	“N-1” shall mean the *. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	9.3	As directed by Gap, Supplier shall support release N-2 and earlier versions in the Gap IT Environment of the Software until the date the licensor discontinues standard commercially
available support and maintenance for such version or release. 

  

	X.	WORKSTATION ENGINEERING 

  

	 	10.1	General Requirements 

 Supplier shall be
responsible for the Gap workstation engineering for all workstations including desktop, laptop and hand held devices to include *, worldwide. 
  

	 	10.2	Hardware and Software Standards 

  

	 	(a)	Working with Gap retained Engineers Supplier will, on an ongoing basis, assess the hardware, system software and management tools for the workstation environment and update Exhibits
D.6 (Technical Architecture and Product Standards) to provide reliable operation and manage costs. 

  

	 	(b)	Supplier will work with Gap IT teams to update the standards to meet evolving Gap business needs, worldwide. 

  

	 	(c)	Supplier will work with Gap to publish standards for workstations and peripherals for use by Gap’s users. 

  

	 	10.3	Standard Builds 

  

	 	(a)	Supplier will be responsible for developing the approved workstation software images for deployment throughout Gap Inc, worldwide. 

  

	 	(b)	Standard build will cover all * systems. 

  

	 	(c)	Supplier will maintain the minimum number of builds necessary to meet Gap’s business needs. 

  

	 	10.4	Project 

 Supplier will provide needed resources to
support project teams working on Gap business initiatives per the Agreement. The support will include: 
  

	 	(a)	Consulting with project teams on Gap’s workstation standards, environment and products. 

  

	 	(b)	Necessary support for proof of concepts and pilots even if they fall outside of the current Gap standards. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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(c) Modification of existing Gap workstation standards and standard images as prudent to support the needs of the business and agreed to by Gap governance
team members. 


  

	 	10.5	Operations Support 

 Supplier will provide, *, the
resources needed to support ongoing operations of the Gap workstation environment working with * teams. This includes hands-on support in Campus and distribution centers locations supported by Supplier and remote support for other locations. These
resources will be responsible for: 
  

	 	(a)	Assisting Gap resources in production problem resolution associated with * problems. 

  

	 	(b)	Working with other Gap teams to mitigate or respond to a situation that compromises Gap’s workstation environment (e.g., virus or worm outbreak). 

  

	XI.	WORKSTATION SOFTWARE AND INTEGRATION 

  

	 	11.1	Manage and administer the software distribution system 

  

	 	(a)	Define or adopt distribution processes and procedures (based on Gap requirements). 

  

	 	(b)	Manage and maintain the underlying software distribution infrastructure including management software and servers. 

  

	 	11.2	Manage and administer the Software distribution processes, which includes: 

  

	 	(a)	Perform testing of Software packaging prior to distribution. 

  

	 	(b)	Working with Gap resources, establish schedules and time frames for distribution. 

  

	 	(c)	Monitor the distribution to validate successful completion of the process. 

  

	 	(d)	Take corrective action, as appropriate, for problems resulting from the distribution to correct error conditions and facilitate application stability. 

  

	 	(e)	Schedule and coordinate Software distribution with the Gap focal point. 

  

	 	(f)	Communicate to Gap focal point, via Change Control Procedures, any prerequisites prior to a Software distribution and any post-install requirements. 

  

	 	(g)	Perform file conversion for Software system files where such conversion is supported by the software or release-to-release software changes. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(h)	Install Software which can not be electronically distributed on a project basis (i.e., *) or IMAC. 

  

	 	(i)	Provide verification of each completed Software distribution and update the asset database, as appropriate. 

  

	 	(j)	Define distribution processes and procedures (based on Gap requirements). 

  

	 	(k)	Package software according to the Procedures Manual. 

  

	 	(l)	Identify environment, build image and test that the software can be distributed. 

  

	 	(m)	Provide integration validation testing scripts, with assistance from Gap. 

  

	 	(n)	Provide the distribution processes and procedures to Gap-designated personnel (e.g., operators, systems engineers, problem support personnel) and communicate any Gap support
requirements. 

  

	 	(o)	Establish a distribution plan prior to each major Software distribution, with Gap assistance. 

  

	 	(p)	Conduct an acceptance review (jointly with Gap) for changes to previously distributed software. 

  

	 	(q)	Establish schedules and time windows for distributions. 

  

	 	(r)	Provide electronic change notice to all users regarding upcoming distributions prior to distribution. 

  

	 	(s)	Provide Gap a list of failed loads. 

  

	 	(t)	Resolve failed loads caused by the software distribution infrastructure. 

  

	 	(u)	Provide trend analysis and periodic management reports. 

  

	 	(v)	Resolve, in conjunction with Gap, failed loads caused by nonstandard configuration or lack of hardware resources. 

  

	 	(w)	Leverage existing and install Gap provided test equipment for validating in scope hardware needed for Software distribution, consistent with the current equipment across the
enterprise. 

  

	 	(x)	Distribute software manually, as an IMAC, to clients without the necessary bandwidth for electronic software distribution. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	XII.	ASSET DISPOSAL 

  

	 	12.1	General 

  

	 	(a)	If requested by Gap, Supplier shall provide the Services detailed below to remove and dispose of existing Workstations that are being replaced as part of the Workstation Replacement
Program or under future Projects submitted under this Agreement by Gap (“Removal/Disposal Services”). A description of the options for Removal/Disposal Services is detailed below. The applicable pricing for such options will be provided as
part of the *. 

  

	 	(b)	Gap may request that Supplier remove Workstations owned by Gap and dispose of them as identified below. 

  

	 	(c)	On a site-by-site basis during the roll-out of the Workstation Replacement Program, Supplier shall obtain Gap’s sign-off that the Removal/Disposal Services have been fully and
properly performed in accordance with this Agreement. Supplier shall obtain such sign-off from the Gap Project Manager (or his or her designee). 

  

	 	(d)	As part of the Removal/Disposal Services, as Supplier takes possession of any Workstation for the purpose of disposal, Supplier shall inventory and track such item. The inventory
record shall state whether such item was redeployed, disposed or, if applicable, returned to the lessor. If redeployed, the inventory record shall include the redeployment date, the new location of any Workstation, manufacturer, model and serial
number. If disposed or returned, the inventory record shall include disposal/return date, method of disposal/return, manufacturer, model and serial number. 

  

	 	(e)	Prior to removal of the applicable Workstation from the applicable Gap location, Supplier shall perform a * drive wipe in accordance with the Procedures Manual on all storage
devices using a mutually agreed to process documented in the Procedures Manual. 

  

	 	(f)	Supplier shall update the asset inventory database (having the applicable fields given in Appendix A-1 (Asset Reporting Information) following any removal, relocation, or disposal
activities. 

  

	 	(g)	Supplier shall provide * reports documenting, as applicable, the Workstations disposed of during such *, the means of disposal, and the redeployment location.


  

	 	12.2	Option 1 – Scrap 

  

	 	(a)	If requested by Gap, Supplier shall provide the Disposal Services described below for any Workstation related assets in the U.S. Actual 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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packaging and shipping charges will be reimbursed by Gap on a pass-through basis. Supplier will: 


  

	 	(1)	Pack and transport assets to a domestic Supplier location; 

  

	 	(2)	Dismantle and recycle or scrap the assets; 

  

	 	(3)	Obtain certificates of destruction for all serialized units identified by machine type, model, and serial number that are scrapped; 

  

	 	(4)	Use a “hammer destroy” method to destroy hard disk drives on the assets and then send them to a location for the remaining metal to be smelted; and


  

	 	(5)	Provide Gap with * receipt reports detailing the weights of all assets received for scrap disposal. 

  

	 	(b)	Supplier shall cause disposal to be in compliance with all applicable federal, state and local laws and regulations, including environmental laws. 

  

	 	(c)	Once Supplier’s carrier takes possession of any disposed Workstation, the risk of loss for such Workstation shall pass to Supplier. Gap will transfer title to Supplier, free of
any legal obligations or restriction on the day Supplier’s carrier takes possession of the Workstation. 

  

	 	(d)	On a * basis, this task is complete upon delivery to Gap of the * report and the certificates of destruction. 

  

	 	12.3	Option 2 – Lease Return 

 Gap may request that
Supplier return leased Workstations to the appropriate lessor in accordance with all applicable lease instructions, as provided by Gap. This task is complete upon receipt of the returned Workstations by the designated shipping company. Gap will
reimburse Supplier for actual packing and transportation charges. 
  

	XIII.	SOFTWARE LICENSES 

 Beginning upon the performance
of the Transition Services described in Section VII (Level 2 On-site Support), Gap will provide Supplier with one-time licenses and upgrades provided under those one-time licenses for the software products listed below for use by Supplier Personnel
providing * Support at no charge. Supplier shall be responsible for providing all other software and tools required to provide * Support at no additional charge. 
  

	 	(a)	* Anywhere licenses; and 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(b)	* Network Assistant licenses. 

  

	XIV.	DELIVERABLES 

 In support of the Services under this
Statement of Work, Supplier will prepare and deliver the Deliverables described in Appendix A-2 of this Statement of Work. 
  

	XV.	GAP RESPONSIBILITIES 

  

	 	15.1	General 

 Except as otherwise agreed by the Parties
under this Agreement, Gap will be responsible for the items listed below. Subject to Section 17.2 (Interfering Acts) of the Agreement, nothing in this Section XV (Gap Responsibilities) shall relieve Supplier of its obligations under this
Statement of Work or the Agreement. With respect to the items and access provided by Gap, as set forth in this Section, Supplier shall use commercially reasonable efforts to utilize such items and access to such systems only to the extent necessary
for, and only in the performance of Services under this Statement of Work. 
  

	 	15.2	Gap Retained Responsibilities 

  

	 	(a)	Provide office space, telephone and data lines, reproduction services to Supplier personnel while working on Gap premises. Access to electronic mail, LANs, and printers will be
provided as appropriate. 

  

	 	(b)	Provide Supplier with access to the Gap systems as required. 

  

	 	(c)	Provide vendor with annual rollout plan. 

  

	 	(d)	Fulfill any applicable Gap internal operational and administrative approval requirements for installations and MACs. 

  

	 	(e)	Approve changes to the Workstation Replacement Program project plan and opening and closing related service tickets. 

  

	 	(f)	Review signed-off installation documentation. 

  

	 	(g)	Provide an on-site contact during installation days and additional personnel to be on call during installation to troubleshoot application, and facility problems as required.


  

	 	(h)	Provide access and security clearance to Gap locations for all Supplier resources that are assigned to complete work activities at those locations. 

  

	 	(i)	Address all site/facility requirements prior to installation date, as agreed in the Procedures Manual (e.g., power, connectivity, access to freight elevators, trash receptacles).


  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(j)	Assist with the development of the installation and data migration instructions for the setup of equipment to meet Gap specific requirements. 

  

	 	(k)	Provide necessary end user information for Supplier to successfully perform its functions as mutually agreed in the Procedures Manual. 

  

	 	(l)	Advise Supplier and manage any unique installation sites that preclude an outside vendor from performing work upon the premise. 

  

	 	(m)	Provide notification to each site, informing the site management of the work effort Supplier will be providing on their behalf, giving the appropriate access and clearance to enter
the building. 

  

	 	(n)	Provide Workstations with * on-site warranties and associated software to be installed and supported by Supplier, and coordinate and manage the receipt of the Workstations at Gap
locations. 

  

	 	(o)	Provide acceptance of completed work order. 

  

	 	(p)	Provide a list of supported Workstation configurations equipment, which may be updated from time to time by Gap. 

  

	 	(q)	Require its Workstation provider to reasonably test Workstations to confirm that they are working in accordance with their applicable specifications prior to shipment of such
Workstations to Gap. Gap, or its designee, shall also configure all Workstations with a Gap standard build before delivering a Workstation to a Gap location. 

  

	 	(r)	Be responsible for the shipping costs for the return and replacement of any Workstations that are defective when shipped or are damaged in shipping. 

  

	 	(s)	Provide the following asset management information on all delivered Workstations in electronic form: 

  

	 	(i)	Asset Type (i.e. Hardware: Desktop, Laptop, Monitor); 

  

	 	(ii)	Manufacturer; 

  

	 	(iii)	Model Name/Model Number; 

  

	 	(iv)	Serial Number; and 

  

	 	(v)	Warranty start date. 

  

	 	(t)	Assign appropriate employees and subcontractors to the transition team. 

  

	 	(u)	Provide points-of-contact for all issues/concerns between organizations and assist Supplier in developing help desk communication plans and processes. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(v)	Communicate all relevant project status, issues, and update information to end users as appropriate. 

  

	 	(w)	Comply with the OEM’s guidelines for Non-Supplier Workstations pertaining to operator responsibilities, user maintenance procedures and supplies prior to placing a service
request where reasonable and practical under the circumstances. 

  

	 	(x)	Provide the list of appropriate Gap resolver groups for forwarding out-of-scope issues. 

  

	 	(y)	Provide the necessary OEM Workstation Warranty information required to provide maintenance services. 

  

	 	(z)	Provide all applicable Workstation lease return instructions. 

  

	 	(aa)	Provide copies of the software licenses for the applications listed in Section XI (Software Currency and Release Levels) of the Statement of Work. 

  

	 	(bb)	Provide a * report of Workstations added to the Gap environment (not installed by Supplier) for which Gap requires support. 

  

	 	(cc)	Provide Supplier with written notice in accordance with the Procedures Manual of new supported Software to allow for support script development. 

  

	 	(dd)	Facilitate remote Gap users to bring or send their Workstation to a Gap corporate location or distribution center for Level 2 On-site Services. 

  

	 	(ee)	Transfer title of disposed Workstations to Supplier, free of any legal obligations or restriction, on the day Supplier’s carrier takes possession of such Workstations.


  

	 	(ff)	Provide help desk support for international Authorized Users (except *). 

  

	 	(gg)	Provide Gap application support for developing Help Desk scripts; calls will be directed to Gap Applications group per scripts. Gap development will accept such directed calls.


  

	 	(hh)	Provide assistance for developing integration test scripts. 

  

	 	(ii)	Provide all Authorized User VIP support. 

  

	 	(jj)	Provide use of Gap application development labs for workstation integration and software packaging testing. 

  

	 	(kk)	With Supplier, jointly assess the Gap environment to identify Workstations that were they to fail individually, would cause a * Problem. Such information will be recorded in the
Procedures Manual. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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 Appendix A-1 
 Asset Reporting Information 
  

	•	 	Asset Type (i.e. Hardware: Desktop, Laptop, Monitor) 

  

	•	 	Employee Name 

  

	•	 	Employee ID 

  

	•	 	Employee Office Location 

  

	•	 	Manufacturer 

  

	•	 	Model Name/Model Number 

  

	•	 	Serial Number 

  

	•	 	Machine name 

  

	•	 	Date Installed/Un-Installed (may be initial W2W date) 

  

	•	 	Network address (IP address) 

  

	•	 	LAN Address 

  

	•	 	Serial no. 

  

	•	 	Radia packages (by Vendor, Product, Version) 

  

	•	 	Installed Software (by Vendor, Product, Version, Std/Nstd) 

  

	•	 	Last Load Date 

  

	•	 	Last Usage Date 

  

	•	 	Additional Hardware configuration Information (as available) 

  

	•	 	Start date of warranty/maintenance (provided by Gap) 

  

	•	 	End date of warranty/maintenance (provided by Gap) 

  

	•	 	Disposal Method 

  

	•	 	Disposal Date 

  

	•	 	Other mutually agreed to fields documented in the Procedures Manual 

  


					
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 Appendix A-2 
 Deliverables 
 Subject to the provisions of the Agreement, all Deliverables are Type II
materials. 
 Status Report 
 Purpose:
Supplier will provide a * status report during the project to describe the activities which took place and Supplier’s performance against the Service Levels during that period. Significant accomplishments, milestones, and problems will be
described. 
 Delivery: One hard copy and one electronic copy will be delivered to the Gap Project Manager before the * of the subsequent *.

 Content: The report will consist of the following, as appropriate: 
  

	 	•	 	Activities performed during the reporting period 

  

	 	•	 	Activities planned for the next reporting period 

  

	 	•	 	Project change control activity 

  

	 	•	 	Problems, concerns, and recommendations 

 Managed Workstation
Replacement Project Plan 
 Purpose: Supplier will provide a project plan describing the process, timeline and responsibilities for the
Managed Workstation Replacement Project. 
 Delivery: One hard copy and one electronic copy will be delivered to the Gap Project Manager within
* following the Initiation Date. This plan will be updated throughout the course of the project. 
 Content:
The report will consist of the following, as appropriate: 
  

	 	•	 	the * roll-out schedule provided by Gap; 

  

	 	•	 	the equipment, software and resources Gap and Supplier require to complete the project; 

  

	 	•	 	the technical assumptions and dependencies inherent in the project; and 

  

	 	•	 	the required time frames, activity dates and people responsible for individual tasks throughout the project. 

 Procedures Manual 
 Supplier will provide a Procedures Manual for each
Service described in this Statement of Work as described in the Agreement. 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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 Asset Reports 
 Purpose: Supplier will provide asset reports in accordance with Section 6.2 (Asset Reporting and Reconciliation) of this Statement of Work. 
 Delivery: One hard copy and one electronic copy will be delivered to the Gap Project Manager before the * of the subsequent month in the case of a monthly report, and before the * of the following * in
the case of a * report. 
 Content: The report will consist of the following, as appropriate: 
  

	 	•	 	A summary count of the Workstations installed and de-installed; 

  

	 	•	 	* reports of the Workstations installed and de-installed (both summary level and detail reports by serial number that include the information in the fields listed in Appendix A-1
(Asset Reporting Information); and 

  

	 	•	 	Workstation disposal reports with both summary and detailed reports by serial number that include list information in the fields listed in Appendix A-1 (Asset Reporting
Information). 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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 Exhibit A.5 
 Statement of Work 
 Managed Network Services 
 Date: January 13, 2006 
 This document contains
confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap, Inc. and IBM, this document and the information contained herein may not be published, disclosed, or used for any other
purpose. 
  


					
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 TABLE OF CONTENTS 
  

					
	 	 	 	  	Page No.
	I.	 	General	  	1
			
	II.	 	Common Network Management Services	  	2
			
	III.	 	Wide Area Network (WAN) Services	  	15
			
	IV.	 	Remote Access Services	  	20
			
	V.	 	Mobile Data Communications (MDC) (Wireless) Services	  	21
			
	VI.	 	Internet Access Secure Zone (DMZ) and Extranet	  	22
			
	VII.	 	LAN Services	  	25
			
	VIII.	 	Network Security	  	29
			
	IX.	 	Network Administration	  	30
			
	X.	 	Standard Voice Services	  	31
			
	XI.	 	Call Center Services	  	37
			
	XII.	 	Audio and Video Conferencing Services	  	38
			
	XIII.	 	Engineering Assistance	  	39
			
	XIV.	 	Store Network / Field Office Network Voice and Data Implementation	  	40
			
	XV.	 	Gap Responsibilities	  	41

  


					
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 Statement of Work 
 Managed Network Services 
  

	I.	GENERAL 

  

	 	1.1	Introduction 

 This Exhibit A.5 (Managed Network
Services Statement of Work) to the Agreement (this “Statement of Work”) sets forth the minimal managed network services that Supplier shall provide as of the Initiation Date, with respect to the following service areas as identified in the
table of contents to this Statement of Work and as more particularly described in this Statement of Work (individually each, a “Managed Network Service,” and collectively described as the “Managed Network Services”). The Managed
Network Services described herein apply generally to all Services provided by Supplier to Gap pursuant to the Agreement and shall be provided utilizing Supplier’s best practices. With respect to the Managed Network Services, Supplier will also
perform all activities and requirements as specified in Exhibit A.2 (Cross Functional Services). 
 Supplier shall provide information on the
Managed Network Services using a media that is efficient, easy to use, and easily accessible by Gap Authorized Users and subject to Approval by Gap. Gap expects that Supplier will bring value to areas in addition to those identified in the Agreement
and this Statement of Work. Supplier should describe any unique capabilities it possesses for assisting Gap in achieving additional improvements and describe how it would make such capabilities available to Gap. 
 Unless otherwise provided, references to Sections will be to Sections of this Statement of Work and references to Exhibits will be to Exhibits of the
Agreement. The section headings in this Statement of Work are for reference purposes only and will not affect in any way the meaning or interpretation of this Statement of Work. 
 Supplier shall provide the Managed Network Services as required to meet or exceed the Service Levels in Exhibit B.1 (Service Level Matrix). Supplier
(i) has responsibility for the performance of the Managed Network Services detailed in this Statement of Work; and (ii) shall be held responsible for the performance of the Managed Network Services without regard to the use by Supplier of
third-party products or suppliers. All changes to this Statement of Work will be mutually agreed to by Gap and Supplier and implemented and managed using the Change Control Procedures. 
  

	 	1.2	Definitions 

 Except as otherwise expressly
provided herein, or unless the context clearly requires otherwise, capitalized terms used in this Statement of Work shall have the meanings set forth below. Capitalized terms used in this Statement of Work 

  


					
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but not otherwise defined in this Statement of Work shall have the meanings ascribed to them in Exhibit A.1 (Glossary to Statements of Work). 
 “Agreement” shall mean the Master Services Agreement dated as of the Effective Date between Gap and Supplier. 
 “IP” shall mean Internet protocol. 
 “LAN Services” shall have the meaning set forth in Section 7 (LAN Services). 
 “MDC
Services” or “Mobile Data Communications Services” shall have the meaning set forth in Section 5 (Mobile Data Communications (MDC) (Wireless) Services). 
 “PDAs” shall have the meaning set forth in Section 5.1(a) (Mobile Data Communications Services). 
 “WAN Services” shall have the meaning set forth in Section 3 (Wide Area Network (WAN) Services). 
  

	II.	COMMON NETWORK MANAGEMENT SERVICES 

 As of the
Initiation Date, Supplier will assume full management responsibility for all of Gap’s data, computer, telecommunications, and business partner (i.e., Third Party Vendor, OEM, Tier 1, and other business partners) network connections, including
Gap’s network services named above as more fully set forth in this Section (the “Common Network Management Services”): 
  

	 	2.1	General Requirements 

 As part of the Services,
Supplier’s responsibilities include the following: 
  

	 	(a)	Manage Gap’s Network, including: 

  

	 	(1)	Supplementing and enhancing the existing Gap assets and providing other Supplier assets as required in delivering the Services. 

  

	 	(2)	Ordering, installing, and testing Equipment and Software as needed in order to provide the Services, support Projects, and maintain compliance with current Network architecture and
standards. 

  

	 	(3)	Providing Services from Supplier Service Locations or Gap Service Locations as required. 

  

	 	(4)	 Performing corporate facilities site surveys; staging and configuring the Equipment; delivering the Equipment; installing 



  


					
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the Equipment; managing the installation of the Services; testing, operating and managing the Network. 


  

	 	(5)	Managing site preparation and cleanup including making arrangements for access and coordination with Gap’s business unit representatives at Gap Sites and Gap Service Locations.


  

	 	(6)	Regularly informing Gap of Supplier’s progress in evaluating and modifying the Services on a site-by-site basis. 

  

	 	(7)	Managing and maintaining current Network connections with Supplier resources or Third Party Vendors. 

  

	 	(8)	Coordinating all in-scope Supplier activities with other Gap Third Party Vendors where there are interdependencies between the Network and the services provided by such Third Party
Vendors. 

  

	 	(9)	Cooperating with other Gap Third Party Vendors in the resolution of problems, service disruptions, or any other service degradation, where the services of each Third Party Vendor
interface with Supplier. 

  

	 	(10)	Managing billing vendor (including providing adequate invoice auditing to provide accurate invoices and appropriate credits are obtained and identified for any overpayments) from
the applicable Third Party Vendors providing transport services and requesting it in the format requested by Gap. In the event such billing formats are not provided, Gap will work with Supplier to address this issue with the Third Party Vendor.


  

	 	2.2	Physical Scope of Services 

 Supplier will perform
the Services within the physical boundaries of the WAN, voice network, and LAN as agreed between Supplier and Gap and physically defined by the presence of network voice and data equipment and services configured. 
  

	 	2.3	Design Criteria and Standards 

  

	 	(a)	On an ongoing and * basis unless otherwise agreed, Supplier will propose for Gap’s Approval, new Network design criteria and standards consistent with changes in technology,
Gap’s business requirements, accepted industry practices, and updates to Gap’s technical architecture and product standards. 

  

	 	(b)	Upon Gap Approval and in accordance with the Change Management procedures described in Section 5 (Change Management) of Exhibit A.2 (Cross Functional Services), Supplier will
implement such proposals. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(c)	Supplier will provide planning, design, implementation, operation and administration on the following: 

  

	 	(1)	Routers and Wide Area Network Services. 

  

	 	(2)	Standard voice network premises Equipment – including *, agent evaluation systems, skills based routing systems, voice mail systems, lightning protection Equipment, * and
backup battery systems. 

  

	 	(3)	All LAN premises Equipment – including LAN switches, hubs, load balancing, firewalls, proxy servers, mail gateways, wireless access points and their controlling hardware and
software, and terminal servers. 

  

	 	(4)	Network Security devices such as *. 

  

	 	(5)	Physical environmental requirements for Equipment – including *. 

  

	 	(6)	Performing the design, management of the installation, management, and Documentation of cabling environments including: 

  

	 	(A)	Data Center; 

  

	 	(B)	Server rooms in distribution centers and campuses; and 

  

	 	(C)	WAN and LAN in the wiring closets at Stores. 

  

	 	(d)	Supplier will provide general design and configuration standards for all network installations covering: 

  

	 	(1)	Cabling standards in accordance with generally accepted industry standards or as defined in the Gap standards, including all work required to manage the implementation of cabling
including the *. 

  

	 	(2)	Transport service capacity specifications for *. 

  

	 	(3)	Use and configuration of Network protocols – including, *. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(4)	Network management systems with * for Gap Authorized Users for the purpose of viewing complete configuration information and agreed-upon reporting. 

  

	 	(5)	Network policy and quality of service management systems to enable the specification, configuration, enforcement, lifecycle management and process automation related to applying and
managing quality of service controls in all Network devices. 

  

	 	(6)	Such other components of the services as may be agreed by the parties and are necessary to comply with the Service Levels and to meet Gap’s business and operational
requirements as they may evolve. 

  

	 	2.4	Network Service Management 

  

	 	(a)	Supplier’s responsibilities to provide the Services include the following: 

  

	 	(1)	Managing and reporting on the capacity and configuration of the Network. 

  

	 	(2)	Acting as a * for the management of the Network. 

  

	 	(3)	Creating, updating and maintaining Equipment inventories, locations lists, Network diagrams and other Network Documentation and information in a format acceptable to Gap and as
required by Section 8 (Documentation) of Exhibit A.2 (Cross Functional Services). Supplier will provide such information and Documentation to Gap in an * format available to Gap Authorized Users. 

  

	 	(4)	For new Gap Sites, excluding Stores and those field offices co-located with Stores, providing design, a physical survey to determine site features, implementation readiness, and
specific installation needs. 

  

	 	(A)	Site surveys will include: *; and any other related Equipment or services. 

  

	 	(5)	Designing, implementing and managing of connections and upgrades. 

  

	 	(6)	Implementing approved * in support of Gap’s business objectives. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(7)	Analyzing and proposing cost effective service alternatives to help Gap in its cost reduction efforts or to meet its business requirements. 

  

	 	(8)	Supplier will design, implement and manage all configurations on all relative devices within the scope of the Services provided under the Agreement. 

  

	 	(9)	Supplier will select, implement and manage optimal routing and data interchange protocols within the Network as mutually agreed and necessary to satisfy Gap’s business and
operational requirements as they evolve over the Term. Where feasible, * must be used. Such responsibilities include: 

  

	 	(A)	Supporting all protocols, including proprietary protocols, in place as of the Initiation Date. 

  

	 	(i)	To the extent that Supplier will be required to modify its Network management system to support such proprietary protocols in the transformed environment, Supplier will modify the
Network management system in accordance with the * procedures described in * of *. 

  

	 	(B)	Providing protocol conversion and translation, as required by Gap. 

  

	 	(C)	Evolving protocols as appropriate to support new technologies and the Network over the Term. 

  

	 	(10)	Managing naming and IP addressing of all devices based on Gap Approved addressing schemes provided by Supplier. 

  

	 	(11)	Providing personnel designated by Gap read-only access to * on an as-needed basis. 

  

	 	(12)	Providing call accounting support, which includes the following: 

  

	 	(A)	Providing the collection of call detail recording (CDR) records from all voice systems defined in the site listing. 

  

	 	(B)	Providing a means for Gap-assigned staff to obtain current detail information on a given phone set or a group of phone sets. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	2.5	Voice and Data Network Design and Implementation Management: 

  

	 	(a)	Performing the following in respect to installing, rerouting, and resizing WAN services including, *: 

  

	 	(1)	Designing of solutions to meet Network requirements as defined by Gap. 

  

	 	(2)	Scheduling, provisioning, and coordinating installation and testing activities with Supplier’s resources and/or third party vendors in accordance with Gap Approved schedules.


  

	 	(3)	Updating configuration management in a timely fashion. 

  

	 	2.6	Installs, Moves, Adds, and Changes 

  

	 	(a)	Supplier will be responsible for providing or managing, as appropriate, Supplier-provided IMACs for Services at Gap Sites. For purposes of this Statement of Work, IMACs include * as
defined in Section 8 of Exhibit A.4 (End User Support Services). The IMAC process is described in Section 8 of Exhibit A.4 (End User Support Services) and Supplier’s responsibilities shall also include the following:


  

	 	(1)	With respect to authorized IMAC requests, executing the IMAC, including, *; and tracking the IMAC order form initiation to completion. 

  

	 	(2)	Coordinating and executing Gap Approved IMACs, including, *; and performing configuration functions. 

  

	 	(3)	Coordinating physical space requirements as needed to facilitate the implementation of the IMAC. This should include relocation of Equipment to install of new racks.


  

	 	(4)	Creating, documenting the “end-to-end” processes to enable IMAC execution for each Software and/or Equipment component, and obtaining Gap’s Approval for such
processes and documentation. 

  

	 	(5)	Following the required processes in the Procedures Manual to complete the IMAC. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(6)	Canceling Network transport services that are no longer required after completing the IMAC. 

  

	 	(7)	Reporting added and deleted services to the bill pay vendors via IMAC form through Gap’s telecom cost management group and Gap’s infrastructure partnership and strategy
administration group. 

  

	 	(b)	Having received and verified a valid IMAC request and performed all necessary pre-work, Supplier’s responsibilities for performing the IMAC include the following:


  

	 	(1)	Providing the appropriate disposal of Supplier’s in-scope Network devices as required for those being refreshed in accordance with Exhibit D.18 (Refresh Schedule) or break/fix.


  

	 	(2)	For Network ports: 

  

	 	(A)	Installing Network ports in Gap sites to be certain that they are connected to the Network and can be used by Applications (central and remote). 

  

	 	(B)	Maintaining a list of special Network ports (e.g., administrator/ supervisory ports) and their status for Gap sites. 

  

	 	(C)	Maintaining the count of used and unused ports by location and by switch for capacity planning and metrics. 

  

	 	(c)	Additional Supplier’s responsibilities with respect to Project IMACs are as set forth in Exhibit A.4 (End User Support Services). 

  

	 	2.7	Network Operations Management 

  

	 	(a)	Supplier will support all operations functions for the services. This includes monitoring production systems, Network performance monitoring, participating in performance diagnosis
with operations, and problem resolution. 

  

	 	(b)	Network operations and monitoring include support through to the Gap Authorized User device’s *. This includes monitoring/diagnostics, administration, and if necessary,
traveling to remote sites to solve troubles. 

  

	 	(c)	Supplier will schedule, provision, and install all necessary monitoring, diagnostic, and maintenance systems and Software to perform this function, including:


  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(1)	Performing operational management of Networks up to the Gap Authorized User Equipment, including managing the operational * transmission service delivery; IMAC services; monitoring
performance; escalating problems for resolution; and maintaining technical support relationships. 

  

	 	(2)	Providing Network connectivity at the Gap Sites. 

  

	 	(3)	Maintaining, monitoring, troubleshooting and dispatching repair crews to repair equipment. 

  

	 	(4)	Interfacing with Equipment suppliers for planning and problem resolution. 

  

	 	(5)	Providing operational support for all types of Equipment named in this Statement of Work. 

  

	 	(6)	Providing operational support for Network cabling, wiring, and systems, including the physical cable plant, cable plant switching devices, * wiring hubs, and the various monitoring
devices. 

  

	 	(7)	Supplier will proactively monitor and report to Gap on Network resource shortages and will report utilization statistics and trends to Gap on a * basis. 

  

	 	(8)	Providing statistical reporting as set forth in report listing contained in Exhibit D.13 (Management Reports). 

  

	 	2.8	Network Engineering 

  

	 	(a)	Supplier will provide Network design and engineering functions as required to meet Gap business requirements, including planning; design; implementation planning; implementation;
capacity and configuration management; optimization; efficiency tuning; Third Party Vendor coordination; ordering inclusive of preparing all required Gap Documentation and installing circuits and Equipment; conducting site surveys; and performing
upgrades for Equipment. 

  

	 	(b)	Supplier will also provide engineering services as they relate to topology; performance; quality of service; projected traffic patterns; business process and drivers; administrative
issues; and management process activities including Software as may be needed to perform the Services. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(c)	Supplier’s responsibilities to provide such Network engineering functions include the following: 

  

	 	(1)	Monitoring and tuning the total Network within the scope of Service provided under the Agreement for efficiency and cost-effectiveness on an “end-to-end” basis; all
bandwidth; developing, maintaining and adhering to configuration requirements; and coordinating with other Third Party Vendors. With respect to these requirements, Supplier is expected to work cooperatively with Third Party Vendors and Gap staff to
facilitate effective communication and implementation of the services. 

  

	 	(2)	Providing technical resources to support the development of a clear, concise, strategic direction for the Network within the scope of the Services. 

  

	 	(3)	Providing Gap with Network engineering consultative services in response to authorized requests in support of business requirements. 

  

	 	(4)	Providing engineering support in developing the design criteria and standards. 

  

	 	(5)	Implementing and managing performance management and monitoring tools of adequate capacity and scale so that Network devices will be under management as appropriate. This monitoring
will encompass those activities required to continuously evaluate the principal performance indicators of Network operation; verify Service Levels; identify actual and potential performance impacting issues; and to establish and report on trends.


  

	 	(6)	Tuning and managing the Network to meet business requirements and Service Levels. In the event that Supplier does not have the necessary technology or services to meet Gap’s
requirements with respect to particular modifications, enhancements or improvements in the services, Supplier will at its expense take a leadership role in assisting Gap in identifying Third Party Vendor products and/or services to accomplish
Gap’s objectives. 

  

	 	(7)	Performing, on *, regular optimization analyses. Such analyses will be performed *, unless otherwise agreed in writing. Supplier will also optimize the Network in terms of cost
effectiveness and efficiency to the extent possible, but without sacrificing performance or ability to meet the Service Levels. Supplier will hold briefings with Gap to review the optimization levels in greater detail and Gap will have the right to
approve any changes to the Network. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(8)	Supplier will continually track and manage Network performance, including *, to the extent required to comply with the Service Levels, and will regularly report on such performance
as described below. Supplier’s Network performance management responsibilities include: 

  

	 	(A)	Reviewing and reporting on the utilization and latency of infrastructure and transport to determine appropriate sizing and port speed given the topology of the Network usage
patterns. 

  

	 	(B)	Evaluating principal performance indicators and verifying performance against Service Levels. 

  

	 	(C)	Identify actual and potential performance impacting problems in the Network. 

  

	 	(D)	Establishing and reporting on trends for decision making and planning of Network changes. 

  

	 	(E)	Analyzing performance data to evaluate the efficiency of the current design. 

  

	 	(F)	Using modeling where applicable to determine methods of improving the performance of the Network. 

  

	 	(9)	Employing * to control and contain traffic levels and secure sensitive applications and data. 

  

	 	(10)	Balancing deployment of Network capacity and quality of service controls as appropriate to meet business and user requirements. 

  

	 	(11)	Subject to Change Management procedures described in Section 5 (Change Management) of Exhibit A.2 (Cross Functional Services), Supplier will use the data gathered from its
performance management activities set forth to develop recommendations to optimize or improve the performance of the Network. 

  

	 	(12)	On * basis, Supplier will manage the capacity of the Network to meet the Service Levels and respond to Gap’s operational requirements as they evolve. Such modifications will be
subject to the Change Management procedure described in Section 5 (Change Management) of Exhibit A.2 (Cross Functional 


	 	Services). Supplier’s Network capacity optimization responsibilities include: 

  

	 	(A)	Monitoring, measuring, and reporting on the physical capacity of the Network. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(B)	Upgrading, removing, or adding Network capacity as necessary to meet Gap’s requirements. 

  

	 	(C)	Participating in joint * capacity planning reviews during which Supplier will generate recommendations to Gap based on Network capacity and performance monitoring.


  

	 	(D)	Identifying future Network loads and utilization that could impact performance on the Network. 

  

	 	(E)	Developing forecasts of Network growth and other changes in response to the projected business and operational needs of Gap. 

  

	 	(F)	Supplier will propose to Gap for Gap Approval, changes to improve performance in anticipation of such future loads, including performance improvement expectations.


  

	 	(d)	Conducting ad hoc performance sampling, as reasonably requested by Gap. 

  

	 	(e)	Developing implementation plans in support of Gap Approved business requirements. 

  

	 	2.9	Network Control and Connectivity Responsibility 

  

	 	(a)	Supplier is responsible for the provision, maintenance, and support of all Equipment and connectivity used to provide the Services. Gap Approval will be required prior to Supplier
establishing connections to Supplier’s Service Locations or external networks. 

  

	 	(b)	Supplier’s responsibilities to provide Network control Services include the following: 

  

	 	(1)	Providing Gap with a single point-of-contact for Network inquiries and requests. 

  

	 	(2)	Management of vendors including regular status meetings, escalations, executive briefings and executive relationship building in accordance with Exhibit D.2 (Governance).


  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(3)	Verifying and certifying operation and connectivity of Network infrastructure, and all other directly Network-connected devices. Supplier will provide specifications for the
appropriate configuration and installation process for in-scope Gap Equipment that will be attached to, and will communicate over, the Network, subject to Gap Approval. 

  

	 	(4)	Providing management services to proactively monitor the Network for service degradation, including detection, isolation, diagnosis and correction of Gap IT Defects and Services
Defects as described and defined Exhibit A.2 (Cross Functional Services). 

  

	 	(5)	Coordinating IP addressing and voice numbering and dialing plan management relative to *. Supplier will manage address and voice numbering schemes and notify Gap of limitations or
capacity issues relative to the *. 

  

	 	(6)	Provisioning and maintaining sufficient redundancy and alternative routing, based on the design, to meet the Service Levels, and as required to meet Gap’s security and disaster
recovery requirements. 

  

	 	(7)	Promptly disconnecting and end-billing of services including transport services, and removing related Equipment no longer needed by Gap upon the termination of the services at a Gap
Site. 

  

	 	(8)	Supplier agrees to remove the applicable Equipment. Provide notice of a Network component retirement to designated Gap personnel not later than * after retirement according to Gap
infrastructure logistics management and finance requirements. 

  

	 	2.10	Transport Provisioning 

  

	 	(a)	Supplier’s responsibilities for Transport Service Provisioning include: 

  

	 	(1)	Provisioning transport services from telecommunications suppliers using electronic order placement; tracking and receiving services to interact with transport services suppliers;
and providing Web-based, electronic order status reporting mechanisms. 

  

	 	(2)	Confirming that orders are electronically acknowledged by telecommunications suppliers in a timely manor. 

  

	 	(3)	Provisioning upgrades, changes or deletion of transport services, as appropriate to meet Gap’s changing requirements in accordance with the Change Management procedures set
forth in Section 5 (Change Management) of Exhibit A.2 (Cross Functional Services). 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(4)	Interfacing and escalating with the appropriate transport services providers for problems related to turning up transport services. 

  

	 	(5)	Tracking relevant transport service information in the Network management system and configuration management system. 

  

	 	(6)	Other Provisioning Responsibilities include: 

  

	 	(A)	Identifying and documenting bandwidth requirements. 

  

	 	(B	) Maintaining Network Equipment in accordance with Third Party Vendor specifications and maintaining the maintenance inventory with the maintenance providers.


  

	 	(C)	Troubleshooting new Network devices, and facilitating any repairs required to fully deploy devices. 

  

	 	(D)	Tracking Network assets according to the process identified in the Procedures Manual. 

  

	 	(E)	Performing Network Equipment installations, testing, and turnover to production according to operations criteria. 

  

	 	2.11	Performance Management 

  

	 	(a)	Supplier will provide the following Performance Management Services: 

  

	 	(1)	Review and report on the utilization of the data circuits to determine appropriate sizing and port speed given the topology of the data network; 

  

	 	(2)	Following migration to Supplier operations center, for the voice network, Supplier will report trunk utilization for each dedicated access line at Gap Sites;


  

	 	(3)	Verify performance against the Service Levels; 

  

	 	(4)	Identify actual and potential bottlenecks in Gap’s voice transport services and data transport services; 

  

	 	(5)	Establish and report on trends for decision-making and planning of the data WAN, and voice network; and 

  

	 	(6)	Analyze the data network performance data to evaluate the efficiency of Gap’s data transport services. 

  


					
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	 	2.12	Capacity Management 

  

	 	(a)	As part of the voice transport services and data transport services, Supplier will: 

  

	 	(1)	For the data network, monitor such network and analyze and report on WAN component performance as it relates to capacity thresholds; 

  

	 	(2)	For the voice network, monitor the * for each trunk group viewable to Supplier; 

  

	 	(3)	For the data WAN and CSUs, Supplier will, upgrade, remove, or add capacity to Gap’s transport services as necessary to meet the Service Levels; and 

  

	 	(4)	Participate in joint capacity planning reviews with Gap during which time Supplier will make recommendations to Gap based on capacity management and performance management.


  

	III.	WIDE AREA NETWORK (WAN) SERVICES 

 Supplier will
provide the Services described in this Section for Gap’s Wide Area Network (the “WAN Services”). 
  

	 	3.1	WAN Technical Requirements 

 As of the Initiation
Date and as necessary to satisfy Gap’s business requirements as they may change over time and are approved by Gap, Supplier will comply with or improve the following technical requirements for the WAN: 
  

	 	(a)	The specifications as contained in Exhibit D.6 (Technical Architecture and Product Standards) and as modified during the Term in accordance with Gap’s long range IT plan.


  

	 	(b)	Consolidation of voice and data transport services * where it is economically and technically feasible to do so. 

  

	 	(c)	Where multiple access is used at a location, the voice and data traffic will be * where it is economically and technically feasible to do so. 

  

	 	(d)	Transport of video protocols over the IP Network between locations where it is economically and technically feasible to do so and where there is sufficient Network capacity.


  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(e)	Management of Gap’s * as well as any * used to transport the above traffic. 

  

	 	(f)	Supplier transmission Services profile will comply with applicable open system standards and specifications such as *. 

  

	 	(g)	Supplier will proactively manage Network conditions such that subscribed, committed, or incidental traffic from third parties will avoid congestion on facilities used to provide the
Services. 

  

	 	3.2	WAN Design Criteria and Standards 

  

	 	(a)	The WANs include premise WAN Equipment, access circuits, backbone circuits, and WAN Software. These elements are represented in Exhibit D.6 (Technical Architecture and Product
Standards) and should be used in designing the Network. 

  

	 	(b)	In its responsibilities for the WAN, Supplier will employ designs that align with the architecture. 

  

	 	(c)	On an ongoing basis, Supplier will propose for Gap’s review and approval, new Network design criteria and standards consistent with Gap’s Technical Architecture and
Product Standards set forth in Exhibit D.6 (Technical Architecture and Product Standards), and Gap’s long range IT plan. Upon approval from Gap and in accordance with the Change Control Procedure, Supplier will implement such proposals.


  

	 	(d)	Supplier will provide standardized design criteria and processes to include the following areas: 

  

	 	(1)	Routers, multiplexors, channel banks, CSU/DSUs, modems, and related WAN Equipment. 

  

	 	(2)	Physical environmental requirements for Equipment (including * and space requirements). 

  

	 	(3)	Cabling standards in accordance with generally accepted industry standards and Gap specific cabling standards. 

  

	 	(4)	Transport Service capacity specifications for data communications. 

  

	 	(5)	Network protocols (including *) and Network addressing. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(6)	Network management systems with * access for Authorized Users for the purpose of viewing complete configuration information and agreed-upon reporting. 

  

	 	(7)	Following completion of migration to Supplier’s environment, Network Policy and quality of service management systems to enable the specification, configuration, enforcement,
lifecycle management and process automation related to applying and managing quality of service controls in Network devices. 

  

	 	(8)	Such other components of the Services as are necessary to comply with the Service Levels, and, as the parties agree, to meet Gap’s business and operational requirements as they
may evolve. 

  

	 	3.3	WAN Transport Services 

  

	 	(a)	Supplier will design, engineer, order, install, test, cut-over, manage, and maintain the data WAN. 

  

	 	(b)	Supplier will order, install, test, and cutover back-up Data Transport Services to the primary Data Transport Services where needed to meet the Service Levels. Such back-up Data
Transport Services may include *. Supplier will order, install, test, cutover, manage, monitor, and maintain the Third Party Vendor Data Transport Service providers. 

  

	 	(c)	Over the Term of the Agreement, and in accordance with the Agreement, Supplier will provide recommendations regarding Gap’s data network to meet the changing needs of Gap
business units. Gap will review the recommended design changes and Approve or reject its implementation, in accordance with the Change Management procedure as set forth in Section 5 (Change Management) of Exhibit A.2 (Cross Functional
Services). 

  

	 	(d)	Supplier’s Data Network Management 

  

	 	(1)	For the data network, Supplier will engineer, design, install, test, cutover, manage, monitor, and maintain a network node manager to: 

  

	 	(A)	monitor the data network components; 

  

	 	(B)	capture and correlate element alarms; 

  

	 	(C)	auto generate a trouble ticket; 

  

	 	(D)	notify the network associates of the alarm; and 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(E)	assist the network associates in resolving/remedying any defects or other failures. 

  

	 	(2)	On a * basis, Supplier will provide a designated staffed management center and perform the following management functions for Gap’s data network components:


  

	 	(A)	Centralized monitoring and proactive management of the primary and back-up data transport lines and features. Supplier will regularly test the ISDN back-up lines and monitor ISDN
for unusually high usage, especially as it applies to the Store network. 

  

	 	(B)	Centralized maintenance dispatch/technician dispatch for repair of data network components; and 

  

	 	(C)	Coordinate with Gap’s cable and wire Third Party Vendors on all issues. 

  

	 	(e)	WAN Transport Design and Engineering 

  

	 	(1)	This Statement of Work provides Data Transport Services connectivity and components to connect the Gap Sites identified in Exhibit D.17 (Gap Sites). 

  

	 	(2)	Supplier will: 

  

	 	(A)	Document Gap’s data network including as-built documentation and testing troubleshooting criteria; 

  

	 	(B)	Document the specifications of the components installed, providing all necessary information for asset management (cost), the maintenance provider, and configuration management.


  

	 	(C)	Review with Gap representatives, the hardware configurations for compatibility with the applications to be implemented in Gap’s data network; and 

  

	 	(D)	Document the network addressing plans used for the data network components, logical network device assignments, and logical parameters. 

  

	 	(3)	In support of Supplier’s design and engineering effort of Gap’s data network, Gap will assist Supplier in obtaining the IP addresses where needed for data network
components. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(f)	WAN Implementation 

  

	 	(1)	In implementing WAN changes, Supplier will develop detailed Project schedules, identify Gap and Supplier activities necessary to implement the network, identify site contacts and
document site specifications at each of the Gap Sites (a site contact may be responsible for multiple Gap Sites). 

  

	 	(2)	Supplier will conduct Gap Site surveys, for all Sites excluding Stores and those field offices co-located with Stores, where required to determine the specific location for the
installation of the components and to gather Gap Site details for accurate engineering documentation. 

  

	 	(3)	Should Supplier discover a shortfall in the facility infrastructure that will not support the Services, Supplier will document the shortfall and the impact on the delivery of
Services and installation of components. Supplier will report such information to Gap and work with Gap or its Third Party Vendors to mitigate the facility shortfall. Gap will be responsible for expenses incurred to correct the shortfall in facility
preparedness. 

  

	 	(4)	For implementation of the Data Transport Services and back-up Data Transport Services, Supplier will: 

  

	 	(A)	Design and engineer the Data Transport Services; 

  

	 	(B)	Order, install, test, cutover, monitor, and maintain the Data Transport Services and manage the delivery of local access lines for the primary data transport;


  

	 	(C)	Order, install, test, cutover, monitor, and maintain the Data Transport Services and manage the delivery of local access lines for the back-up data transport;


  

	 	(D)	Coordinate with Gap’s site contact and the applicable Third Party Vendor contact to schedule and perform the installation of the Data Transport Services and/or components;


  

	 	(E)	Plan the migration of Gap’s existing application traffic to the Gap data network and coordinate with Gap’s site contact and the applicable Third Party Vendor contact;


  

	 	(F)	Track and manage to completion the installation, testing and cutover of the Data Transport Services at each Gap Site; and 

  


					
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	 	(G)	Perform in-scope functions required to implement the data network. 

  

	 	(i)	With respect to the router installation, Supplier will: 

  

	 	(ii)	Load the configurations; 

  

	 	(iii)	Stage and ship the routers to the designated Gap Site; 

  

	 	(iv)	Test to determine that connected Gap Sites can communicate with each other and with the appropriate * center; 

  

	 	(v)	Verify connectivity with the network; 

  

	 	(vi)	Coordinate with Gap to test all applications practical to test to verify that changes are implemented successfully before closing the change; and 

  

	 	(vii)	Supplier will coordinate with Gap’s Third Party Vendors to isolate LAN troubles that affect WAN implementation. 

  

	IV.	REMOTE ACCESS SERVICES 

  

	 	4.1	Remote Access Services 

 Supplier will manage the
distribution of the remote access dialer Software with the Gap remote access users for remote access services. Supplier will test the remote access dialer Software for integration into Gap’s standard PC image. Supplier will alert its remote
access users when it is acceptable to download and use the remote access dialer Software. Supplier will accept dial in remote access users with *. The remote access dialer Software will connect to Supplier through the remote access user’s ISPs.
The remote access dialer Software will be configured to provide a global directory to search for local access numbers, using the area code, or city or country. 
  

	 	(a)	Supplier’s selected remote access service supports: 

  

	 	(1)	* 

  

	 	(2)	* 

  

	 	(3)	* 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(b)	As of the Initiation Date, the remote access dialer Software will support the following operating environments: 

  

	 	(1)	* 

  

	 	(2)	* 

  

	 	4.2	Remote Access Transport Services 

  

	 	(a)	Supplier will manage * as remote access transport provider. * covers *. 

  

	 	(b)	Supplier will manage VPN concentrators to manage IP tunnels to individual employee laptops running the *. 

  

	 	(c)	* are administered by *. 

  

	V.	MOBILE DATA COMMUNICATIONS (MDC) (WIRELESS) SERVICES 

 Supplier will provide the services described in this Section for Gap’s Mobile Data Communications Services (the “MDC Services” or “Mobile Data Communications Services”). 
  

	 	5.1	Mobile Data Communications Services 

  

	 	(a)	Mobile Data Communications Services include the * that provides *, and the provisioning of Gap Authorized User various computing devices. The system will provide *. MDC Services
include the * supporting a broad range of personal devices (i.e., *). 

  

	 	(b)	Supplier’s MDC Service responsibilities include call set-up; testing, and implementation of changes; problem determination; repair dispatch; and escalation of problems.


  

	 	(c)	Supplier will recommend automated procedures to improve on the processes in place as of the Initiation Date and implement these procedures as approved by Gap.


  

	 	(d)	Supplier’s responsibilities to provide Mobile Data Communications include: 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(1)	Providing configurations appropriate for various business functions (i.e., transportation, emergency management and incident command, *, and all Gap business functions such as
merchandising, design). 

  

	 	(2)	Providing Equipment, Software, and service solutions to enable * access to Gap and Internet data and enterprise applications (i.e., e-mail, Intranet, *). 


 

	 	(3)	Providing connectivity from remote locations that enable functionality similar to local, direct connected network access. 

  

	 	(4)	Providing connectivity for Gap Authorized Users for workstations or LANs that are not operated or maintained by Supplier. This will be accomplished by *. 


 

	 	(5)	Providing Gap Authorized Users of * capabilities with access to Gap data repositories. 

  


	 	(6)	Enabling Laptops for * both in locations supported by * as well as independent locations. 

  

	 	(7)	Enabling Cellular Data services such as * through Supplier-contracted cellular providers and, if possible, personal cellular providers. 

  

	VI.	INTERNET ACCESS SECURE ZONE * AND EXTRANET 

 Supplier will support and maintain the Network and other components used to provide Internet connectivity to Gap. This will include * in accordance with Gap’s information security standards. Supplier’s responsibility for such
functions includes the following: 
  

	 	(a)	Using technologically current tools, products, and methods, installing, implementing, operating and maintaining Gap’s Internet/Intranet connectivity and access systems for all
Authorized User computing devices or servers connected to the LANs, including such * as may be required to operate the Internet access Services within Service Levels and according to the Procedures Manual. 

  

	 	(b)	Managing Internet access and transport. 

  

	 	(1)	Providing high-speed connectivity to Internet servers for data access and file transfers. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(2)	Managing routes and filtering as necessary. 

  

	 	(3)	Providing * Services for domains required by Supplier to manage the Equipment. 

  

	 	(4)	Performing capacity management on access connections. 

  

	 	(5)	Managing firewalls and proxy servers. 

  

	 	(c)	Supplier’s responsibility for such functions includes the following: 

  

	 	(1)	Using * as appropriate depending on the specific requirements of each project, supporting minimal and optional features as follows: 

  

	 	(A)	Confidentiality of data transmitted. 

  

	 	(B)	Authentication of parties exchanging data. 

  

	 	(C)	Data integrity checking of data transmitted. 

  

	 	(D)	Guaranteed delivery of data transmitted. 

  

	 	(E)	Provide intrusion detection Services on extranet access connections. 

  

	 	(F)	* 

  

	 	(2)	Supplier will design, engineer, order, install, test, cutover, manage, monitor, and maintain access connectivity to the Internet to accommodate Gap’s Authorized Users at the
Gap Sites. Supplier will design, engineer, order, install, test, cutover, manage, monitor, and maintain Extranet connectivity for the Data Transport Services. For Gap’s remote access users, Supplier will order, install, test, cutover, manage,
monitor, and maintain the necessary transport services connectivity. 

  

	 	(3)	Supplier will monitor the Internet/Extranet transport services capacity. As the utilization of the capacity exceeds the mutually agreed to level of utilization and performance,
Supplier will recommend changes to the Internet/Extranet transport services connectivity. Such transport services connectivity changes will be processed through the Change Management procedure as set forth in Section 5 (Change Management) of
Exhibit A.2 (Cross Functional Services). 

  

	 	(4)	Internet/Extranet Access Management 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(A)	For Internet access, Supplier will design, engineer, order, install, test, cutover, manage, monitor, and maintain consolidated Internet transport services access connectivity,
which, at a minimum, shall equal Gap’s connectivity in place as of the Reference Date. 

  

	 	(B)	For Extranet access, Supplier will design, engineer, order, install, test, cutover, manage, monitor, and maintain dedicated bandwidth at a centralized network hub or via a Third
Part Vendor. 

  

	 	(C)	Infrastructure security management refers to the functions and activities required for the assigning and administering of security access controls related to the components
installed, managed, and maintained by Supplier to isolate Gap’s network management from other networks in Supplier’s Data Center(s). To that extent, Supplier will install firewalls * to isolate Gap’s data network management
infrastructure from other networks. 

  

	 	(5)	Firewall Security Management 

  

	 	(A)	For firewall security management service, Supplier will: 

  

	 	(i)	Design, engineer, order, install, test, cutover, monitor, manage, and maintain firewall components *, which service, at a minimum, shall equal the firewall security management
service of Gap in place as of the Reference Date; 

  

	 	(ii)	Order, install, test, and cutover connectivity from the data network; 

  

	 	(iii)	Administer the Gap security policies for the firewall components; 

  

	 	(iv)	Implement the Gap security policies for Internet/Extranet; 

  

	 	(v)	Report detected attempts to breach the Firewall components to *; 

  

	 	(vi)	Manage and resolve/remedy such detected attempts *; 

  

	 	(vii)	Maintain firewall Software currency *; and 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(viii)	Perform configuration and capacity management for the firewall components. 

  

	 	(B)	* will routinely meet to discuss current Internet/Extranet security issues and identify changes to the Gap security policies and/or firewall infrastructure to maintain security of
the data network. 

  

	VII.	LAN SERVICES 

 Supplier will provide the services
as defined, and any others that may be required, in this Section for Gap’s LANs (the “LAN Services”). 
  

	 	7.1	LAN Installation and Removal 

  

	 	(a)	Performing the following in respect to installing and removing LAN Equipment: 

  

	 	(1)	Procuring and deploying new LAN Equipment and related Software to meet Gap’s business and Software requirements. 

  

	 	(2)	Designing, implementing (where appropriate), coordinating, installing, and managing new LAN environments subject to Gap Approval. These activities also include:


  

	 	(A)	Implementing LAN connections for Gap Authorized Users. 

  

	 	(B)	Implementing Network connections for Software or the Gap Authorized User community. 

  

	 	(3)	For each piece of LAN Equipment that replaces existing LAN Equipment, configuring the LAN Equipment within the pre-defined technology standards for Gap’s business; transporting
the LAN Equipment to the Gap Site or Gap Service Location where it will be installed; coordinating with the appropriate departments (internal and/or external to Gap) to validate that proper Network connectivity is obtained; managing the
installation/connection of cabling; configuring and activating the appropriate LAN Equipment monitoring agent; and testing the LAN Equipment after implementation to include remote monitoring through agents and monitoring systems.


  

	 	7.2	LAN Technical Specifications 

  

	 	(a)	As of the Initiation Date, and as identified by Gap to satisfy Gap’s business requirements as they may change over time and are Approved by Gap, Supplier will comply with or
improve the following technical specifications for the Network: 

  

	 	(1)	The specifications as contained in Exhibit D.6 (Technical Architecture and Product Standards) as agreed by Supplier and Gap. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(2)	* where it is economically and technically feasible to do so and where there is sufficient Network capacity. 

  

	 	(3)	Provide notice of a Network component retirement to designated Gap personnel not later than * after site conversion to the transformed Network. 

  

	 	(4)	Supplier will provide Gap with a multi-protocol communications Network, including management of * as well as any * used to transport the above traffic. 

  

	 	(5)	Supplier transmission services profile will comply with applicable open system standards and specifications such as *. 

  

	 	(6)	Use of * to monitor LANs remotely. 

  

	 	7.3	LAN Design Criteria and Standards 

  

	 	(a)	The LAN consists of premise LAN Equipment, including intelligent/non-intelligent hubs and switches, Software, and intra-building wiring and cabling. These elements are represented
in Exhibit D.6 (Technical Architecture and Product Standards) that must be used in designing the Gap LAN environments. 

  

	 	(b)	In its responsibilities for LAN services, Supplier will employ designs that align with the Network architecture consisting of the access layer, distribution layer, and core layer.


  

	 	(c)	On an ongoing basis, Supplier will propose for Gap Approval, new Network design criteria and standards consistent with changes in technology; Gap’s business requirements;
accepted industry practices; and updates to Gap’s Technical Architecture and Product Standards as set forth in Exhibit D.6 (Technical Architecture and Product Standards). Such proposals will be formally provided on * basis unless otherwise
agreed. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(d)	Upon Gap Approval and in accordance with the Change Management procedures described in Section 5 (Change Management) of Exhibit A.2 (Cross Functional Services), Supplier will
implement such proposals. 

  

	 	(e)	Supplier will provide these standardized design criteria and processes to include the following areas: 

  

	 	(1)	* LAN Equipment including LAN switches and hubs. 

  

	 	(2)	Physical environmental requirements for Equipment (including *, electrical, * and space requirements). 

  

	 	(3)	Cabling standards in accordance with generally accepted industry standards. 

  

	 	(4)	Network protocols (including *) and Network addressing. 

  

	 	(5)	Network management systems with * access for Gap Authorized Users for the purpose of viewing complete configuration information and agreed upon reporting. 


 

	 	(6)	Network policy and quality of service management systems to enable the specification, configuration, enforcement, lifecycle management and process automation related to applying and
managing quality of service controls in Network devices. 

  

	 	(7)	Such other components of the Services as are necessary to comply with the Service Levels and to meet Gap’s business requirements as they may evolve. 


 

	 	7.4	Physical Network Environment 

  

	 	(a)	Site Information 

  

	 	(1)	Supplier will maintain and update site information for the Gap Sites, necessary to satisfy Gap’s business and operational requirements as they may change over time. This
information will be stored on the configuration management system and available online to Gap Authorized Users. 

  

	 	(2)	Whenever required to install a new Gap Site on the Network, Supplier will conduct a physical survey of that site to determine site features, implementation readiness, and all
required work to facilitate the installation on the Network. Site survey information will be recorded in the configuration management system. Site survey information includes: 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(A)	Current transport services. 

  

	 	(B)	Telecommunications supplier point of entry. 

  

	 	(C)	Boundaries of responsibility. 

  

	 	(D)	Power* requirements. 

  

	 	(E)	Space requirements. 

  

	 	(F)	Equipment related special requirements. 

  

	 	(G)	Cabling and wiring requirements. 

  

	 	(H)	Historical performance analysis. 

  

	 	(I)	Other relevant environmental requirements. 

  

	 	7.5	Software Currency and Support 

  

	 	(a)	Supplier will interface with other Gap Third Party Vendors to promote compatibility of connectivity products, and will manage the subcontractors that provide Software support to
Network products for which Supplier is otherwise responsible hereunder. 

  

	 	(b)	Supplier’s responsibilities to provide Software currency include the following: 

  

	 	(1)	Unless otherwise mutually agreed in writing by the parties, Supplier will not install a new release of Network Software code from the manufacturer that is less than * from its
general availability. 

  

	 	(A)	All code revisions will be * and will have been *. 

  

	 	(B)	When such a code installation is required *, Supplier will install the appropriate manufacturer’s code for such Equipment operating system. 

  

	 	(2)	Demonstrating compliance with Gap Technical Architecture and Product Standards (as set forth in Exhibit D.6 (Technical Architecture and Product Standards)) and compliance with *
security policies and standards as required hereunder. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(3)	Supplier will be responsible for Network Software (including those Software products required for connectivity), negotiating site licenses for Network Software, and answering
Network Software questions and solving problems. 

  

	VIII.	NETWORK SECURITY 

 Supplier will design, implement,
manage, and maintain security tools, procedures and systems required to protect the integrity, confidentiality and availability of Gap’s Data on the Network as necessary to satisfy Gap’s business and operational requirements as of the
Initiation Date and as they may change over time, subject to the Change Management described in Section 5 (Change Management) of Exhibit A.2 (Cross Functional Services). 
 Subject to Gap Approval, Supplier will be responsible for the selection of the network security tools as it pertains to Suppliers support of the Network
as set forth in this Statement of Work. Gap reserves the right to review and approve the use of those respective tools selected. 
 Supplier’s responsibilities include: 
  

	 	(a)	Complying with Gap’s Network security policies and Network Architecture and Standards (as set forth in Exhibit D.6 (Technical Architecture and Product Standards)), whereby
Supplier will follow its best practices with concurrence by Gap as set forth in this Statement of Work. 

  

	 	(b)	Using * (e.g., *) and assisting Gap in assessing compliance of the Gap managed Network elements with Gap security policies to include: 

  

	 	(1)	As it pertains to the Equipment, recovering or attempting to recover information that is lost or damaged as a result of a security violation. 

  

	 	(2)	Assisting in performing, security audits *. 

  

	 	(3)	Implementing * designed to prevent unauthorized access to the Network, in accordance with Gap’s requirements. This responsibility includes the following where appropriate:


  

	 	(A)	Using * protocols for access for external networks. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(B)	Shutting down the services to prevent further unauthorized access. 

  

	 	(C)	Monitoring usage patterns, and investigating and reporting on significant discrepancies in those patterns as soon as reasonably practicable. 

  

	 	(D)	Reporting all attempts at illicit monitoring, interception, or eavesdropping or toll-fraud to Gap. 

  

	 	(E)	Following Gap standards for segmentation of the intranet to isolate certain data or applications using firewalls, access lists, * and any other IP traffic control techniques
available. 

  

	 	(4)	Institute Change Management (in accordance with Section 5 (Change Management) of Exhibit A.2 (Cross Functional Services) procedures to minimize introduction or exacerbation of
security vulnerabilities occasioned by Network changes. 

  

	IX.	NETWORK ADMINISTRATION 

 Supplier will administer
all Network requirements and activities, including processing change requests, administering passwords, and monitoring performance. 
 Other
Supplier responsibilities include: 
  

	 	(a)	Administering passwords on network devices. 

  

	 	(b)	Performing capacity management expressly in support of administration activities such as checking memory capacity prior to loading a Software image into a device.


  

	 	(c)	Monitoring usage-based voice or data services (e.g., *) and preventing inadvertent over usage. 

  

	 	(d)	Composing, editing and downloading configuration files to Equipment using administration platforms designed to provide *. 

  

	 	(e)	Upkeep and maintenance and changes to the configuration management database use as an operational database for network operation and documentation. Specifically, the *.


  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	X.	STANDARD VOICE SERVICES 

 Supplier will provide
services described in this Section with respect to Gap’s standard voice services (the “Standard Voice Services”). 
  

	 	10.1	Standard Voice Services Technical Specifications 

  

	 	(a)	Subject to Gap Approval, as of the Initiation Date and as necessary to satisfy Gap’s business and operational requirements as they may change over time, Supplier will comply
with or improve the following technical specifications for the Standard Voice Services: 

  

	 	(1)	Supplier will comply with the specifications as contained in Exhibit D.6 (Technical Architecture and Product Standards). 

  

	 	(2)	Supplier will provide Gap with Standard Voice Services that will make use of * infrastructure as specified by Gap and in accordance with technology architecture documents maintained
by Gap. 

  

	 	10.2	Voice Transport Services 

  

	 	(a)	For Gap’s voice network, Supplier will: 

  

	 	(1)	Design and engineer the dedicated access trunks for inbound and outbound calls; 

  

	 	(2)	Manage the installation of network access lines; 

  

	 	(3)	Order, install, test, and cutover local and long distance access lines and VPN features where required and where available for inbound and outbound calls; 


 

	 	(4)	Maintain an inventory of the circuits in the voice network; 

  

	 	(5)	Supply * metrics based on numbers of minutes of each type of inbound and outbound call; 

  

	 	(6)	Order, install, test, cutover, manage, monitor, and maintain * voice service; 

  

	 	(7)	Provide * proactive monitoring (where available) and reactive management of the voice transport network; and 

  

	 	(8)	Provide * on-call operational support. 

  

	 	(b)	For the voice network, Supplier will: 

  

	 	(1)	Order, install, test, and cutover (as applicable) requests for voice service with Gap’s Third Party Vendor; 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(2)	Track voice transport order status; and 

  

	 	(3)	Coordinate installation of access lines and * with Gap’s Site contacts and * Third Party Vendors. 

  

	 	(c)	Perform remote diagnostics on Supplier provided *. 

  

	 	10.3	Standard Voice Services Design Criteria and Standards 

  

	 	(a)	On an ongoing basis, and at least *, Supplier will propose for Gap’s review and approval, new Network design criteria and standards consistent with Gap’s Technical
Architecture and Product Standards (as set forth in Exhibit D.6 (Technical Architecture and Product Standards)). At a minimum, such proposals will be formally provided on * basis unless otherwise agreed. 

  

	 	(b)	Upon approval from Gap and in accordance with the Change Management procedures described in Section 5 (Change Management) of Exhibit A.2 (Cross Functional Services, Supplier
will implement such proposals. 

  

	 	(c)	Supplier will provide these standardized design criteria and processes to include the following: 

  

	 	(1)	Voice network premises Equipment including *, voicemail systems, lightning protection Equipment, * rectifiers, *, skills-based routing systems, call center statistics systems, and
backup battery systems. 

  

	 	(2)	Physical environmental requirements for Equipment (including *, electrical, * and space requirements). 

  

	 	(3)	Cabling standards in accordance with generally accepted industry standards. 

  

	 	(4)	Transport service capacity specifications for voice communications. 

  

	 	(5)	Network protocols and dialing plans. 

  

	 	(6)	Network management systems with online, read-only, real time access for Gap Authorized Users for the purpose of viewing complete configuration information and agreed upon reporting.


  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(7)	Such other components of the services as are necessary to comply with the Service Levels, and, as the parties agree, to meet Gap’s business and operational requirements as they
may evolve. 

  

	 	10.4	Standard Voice Services and Systems 

  

	 	(a)	Supplier will plan, install, manage, and maintain all applicable premise voice systems and services, including, voice mail, IP and Traditional *, key systems, handsets, *,
skills-based routing systems, call center statistics systems, or other systems providing compatible functionality. 

  

	 	(b)	Other Supplier responsibilities include: 

  

	 	(1)	Updating all voice systems software in accordance with the mutually developed dialing plan. 

  

	 	(2)	Coordinating and planning the dial numbering plan as follows: 

  

	 	(A)	Gap’s dialing plan requires modification to grow with the company in the future and it will be re-designed by Supplier in partnership with Gap to provide usability of the plan;


  

	 	(B)	Provide on-going design, administration and coordination of the dial plan changes; 

  

	 	(C)	Maintain an inventory of dial plan numbers for Gap’s voice network; 

  

	 	(D)	Coordinate with Gap Third Party Vendors to test and turn up new numbers or changes to the dial plan; 

  

	 	(E)	Track dial plan capacity; 

  

	 	(F)	Forecast requirements based on Gap business plans for adding Gap Sites to the voice network and the dial plan; 

  

	 	(G)	Manage the dial plan inventory to sustain agreed to spare number inventory for designated Gap Sites; 

  

	 	(H)	For adding new Gap Sites with a dial plan that does not conflict with the dial plan, Supplier will: 

  

	 	(i)	Add, change or delete Gap Sites to the dial plan; 

  

	 	(ii)	Update the dial plan database; 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(iii)	Coordinate such changes with Gap and its Third Party Vendors; and 

  

	 	(iv)	Manage the implementation of the change with the Third Party Vendors. 

  

	 	(I)	Changes to the dial plan will include adding new area codes, * and extension number ranges; 

  

	 	(J)	Adding a new Gap Site with telephone numbers that conflict with the Gap voice network dial plan will require changes in the new Gap Site’s dial plan prior to cutting over the
new Gap Site to the voice network, or will require significant changes to the dial plan. For new Gap Sites with such numbering plan conflicts, Supplier will coordinate with Gap’s Third Party Vendor to develop a plan for implementing such
changes in the *. 

  

	 	(K)	Coordinating with Gap’s * Third Party Vendor to make changes to the * routing software to allow the Gap Authorized Users at the new Gap Site to directly access the access lines
to the voice network; 

  

	 	(L)	Configuring the * to route all non 7 digit dialed numbers for the new Gap Site to the access line (with appropriate over flow routing) that are destined to the new Gap Site
(“*”); and 

  

	 	(M)	Changes to the dial plan will be processed through the Change Management Procedures as set forth in Section 5 (Change Management) of Exhibit A.2 (Cross Functional Services).


  

	 	(3)	Provisioning IP telephony systems and Software. 

  

	 	(4)	Maintaining an inventory of the hardware in the voice network. Specifically maintaining an inventory of all systems for agreement with the maintenance vendors.


  

	 	(5)	Supplying * metrics with counts of different types of equipment and total and allocated ports. 

  

	 	(6)	Providing * proactive monitoring (where available) and reactive management of the voice network components. 

  

	 	(7)	Providing TDD Support (Telecommunications Device for the Deaf), including: 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(A)	Supplier will provide TDD capabilities at selected Gap Sites. 

  

	 	(B)	Supplier will provide maintenance and repairs to all TDDs. 

  

	 	(C)	Supplier will provide additional TDDs when requested. 

  

	 	(8)	Managing and maintaining Voice Response Units (VRU). 

  

	 	(A)	Supplier will provide the following management services as defined, and any others that may be required for Gap’s Voice Response Units in place: 

  

	 	(i)	Capacity planning support for port reconfiguration, based on peak call volume for each VRU application, and for disk or vocabulary memory utilization. 

  

	 	a.	Executing scripts to log ports in and out of the *. 

  

	 	b.	Verify VRU Data and * Network availability is stable through system monitoring. 

  

	 	c.	Reassigning/Assigning VRU applications based on application peak times. 

  

	 	d.	* application and vocabulary backups. 

  

	 	e.	Digitizing of new or updated vocabulary phrases. 

  

	 	f.	Providing consistent vocabulary recordings so that all application phrases are in one voice. 

  

	 	g.	Extensive system monitoring for critical peak Software periods such as may exist in Gap’s business. 

  

	 	(9)	Supplier will monitor alarms sent by any Gap phone systems on a * basis and will provide emergency and routine service in response to critical and non-critical problems,
respectively, and preventive maintenance . 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(10)	For all systems located and maintained in Gap Sites, Supplier will perform regular preventive maintenance in accordance with the manufacturer’s specifications as set forth in
the Procedures Manual. 

  

	 	(11)	Supplier will send documentation to Gap verifying that preventive maintenance has been completed for each location at the time of completion. 

  

	 	(12)	Where applicable, the manual activities below shall be carried out by automated preventive maintenance systems. 

  

	 	(A)	*, run * maintenance routines prior to the Business Day. 

  

	 	(i)	Dial into and confirm appropriate operation of voice mail systems. 

  

	 	(ii)	Verify that the system administration terminals are polling properly. 

  

	 	(iii)	Verify that the mail recorder systems are polling properly. 

  

	 	(iv)	Dial into such remote offices as prescribed in Supplier maintained operating guide and perform same procedures. 

  

	 	(v)	Verify operation of applicable voice mail, *, skills-based routing systems, call center statistics systems, key systems, *. 

  

	 	(B)	Clear all problems and notify the Gap Site manager. 

  

	 	(C)	Complete IMACs. 

  

	 	(D)	Review/plan future-move requests. 

  

	 	(E)	Maintain Third Party Vendor and Gap inventories current in the telecommunications asset management system. 

  

	 	(F)	Maintain cable records. 

  

	 	(G)	Maintain workspace. 

  

	 	(H)	Update site logs. 

  



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(I)	Perform back-ups on voice mail systems, *, and servers such as *. 

  

	 	(13)	Managing wireless telephony interfaces to Telephone switches. 

  

	 	(14)	Coordinating order and installation of analog lines for fax machines, modems, and other purposes within the Stores. 

  

	 	(15)	Calling Cards are excluded from Supplier’s duties. Calling Cards are maintained by Gap’s Telecom Cost Management in the *. 

  

	 	10.5	Voice Attendant Services and Phone Directories 

  

	 	(a)	Telephone operators are supplied by the * in *. Supplier need only make changes to support them from time to time and must maintain the * to carry the calls.


  

	 	(b)	Supplier will run appropriate extract and load applications to import employee data for the Gap Web Directory. 

  

	XI.	CALL CENTER SERVICES 

 As of the Initiation Date,
and as necessary to satisfy Gap’s business requirements as they may change over time and are approved by Gap, Supplier will comply with or improve the following technical specifications for the call center services (“Call Center
Services”): 
  

	 	(a)	Supplier will provide Gap with Call Center Services utilizing *, skills-based routing systems, call center statistics systems. 

  

	 	(b)	Supplier will provide Gap with Call Center Services that utilize private, public, toll-free, circuit-switched or packet-based communications infrastructure as specified by Gap and
in accordance with technology architecture documents maintained by Gap. 

  

	 	(c)	Monitor and record calls on a “handset” basis, which capture conversations irrespective of which line the trader is speaking on. 

  

	 	(d)	Interact with Gap Authorized Users regarding the configuration and scripting of * systems. 

  

	 	(e)	Make design changes on call trees and all call center applications and implement them. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(f)	Supplier must maintain * headcount in the * in * who is dedicated to the * call centers and does strategy, planning, project support, problem support, and coordinates closely with
the HQ voice and data engineering and operations teams. 

  

	XII.	AUDIO AND VIDEO CONFERENCING SERVICES 

  

	 	12.1	General 

 As of the Initiation Date, and as
necessary to satisfy Gap’s business and operational requirements as they may change over time and are approved by Gap, Supplier will comply with or improve the following technical specifications for the audio and video conferencing services
(“Conferencing Services”): 
  

	 	(a)	Supplier will provide Gap with Audio and Video Conferencing Services utilizing external service providers and in-house systems. 

  

	 	(b)	Audio Conferencing will be available using * services, reservationless, operator assisted and with *. 

  

	 	(c)	Video Conferencing can be a combination of the Gap-owned video conference rooms (either via *), and external bridging vendors. 

  

	 	(d)	Voice Operations Staff must be available to schedule, set up, and troubleshoot video conference calls local to the buildings that use them in *. Staff may have to coordinate
resources at other sites to help coordinate large meetings like town halls. 

  

	 	(e)	Voice Operations Staff must be available to coordinate the audio and video portions of large, executive hosted meetings such as the *. 

  

	 	12.2	Video Conference Unit Management and Maintenance Service 

  

	 	(a)	For the Gap Sites listed in Exhibit D.17 (Gap Sites), Supplier will establish * as mutually agreed upon by Gap and Supplier. 

  

	 	(b)	For video conference unit maintenance, Supplier will: 

  

	 	(1)	Maintain an inventory of video conference components and its technical details such as *; 

  

	 	(2)	Maintain a directory of Gap dial numbers associated with the video conference units; 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(3)	Establish and comply with a notification procedure in the Procedures Manual to notify Gap’s video users when a video room is not available due to scheduled maintenance; and


  

	 	(4)	Order, install, test, and cutover * equipment, if required, for video conferencing units. 

  

	 	(c)	Supplier will create and maintain an inventory of video conference units and rooms with their facilities identified. Supplier will maintain an inventory of video conference unit Gap
Site address, video contact name, and telephone numbers. 

  

	XIII.	ENGINEERING ASSISTANCE 

 Supplier shall provide the
personnel required to design the Gap Network environment. 
  

	 	(a)	Supplier shall participate in all necessary phases of Gap’s IT Projects. 

  

	 	(b)	Supplier shall: 

  

	 	(1)	Collaborate with Gap engineering and architecture teams on: 

  

	 	(A)	Architecture and product standards 

  

	 	(B)	Project architecture for Gap initiatives 

  

	 	(2)	Provide comments and suggestions pertaining to any new and modified applications that use the network, including network components and network component sizing.


  

	 	(3)	Provide Gap with the needed Network planning support to: 

  

	 	(A)	Assist Gap or Gap vendors engaged in application development and support such that the Gap Network meets business requirements (performance and availability) including:


  

	 	(i)	Modeling 

  

	 	(ii)	Assistance in performance testing 

  

	 	(iii)	Simulation 

  

	 	(iv)	Technology assessments 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	XIV.	STORE NETWORK / FIELD OFFICE NETWORK VOICE AND DATA IMPLEMENTATION 

  

	 	(a)	Supplier will provide adequate manpower and expertise to support Store and field office openings, closings, remodels, Store activities, and special projects and initiatives for both
voice systems and data systems for the Network. 

  

	 	(b)	Scope of data technology covers the planning, design and implementation of the following: 

  

	 	(1)	WAN. 

  

	 	(2)	Router. 

  

	 	(3)	Switch. 

  

	 	(4)	Cabling. 

  

	 	(5)	Wireless Access Points and related control hardware and software. 

  

	 	(6)	Network to support other ancillary equipment and services in the Store such as *, hot spots (employee or customer), employee Workstations, *. 

  

	 	(c)	Scope of the voice technology includes the planning, design, and implementation of: 

  

	 	(1)	Telephone system (*, wireless phones). 

  

	 	(2)	Telephone lines to support the phones and other ancillary equipment and services in the Store such as alarms, elevators. 

  

	 	(3)	Telephone system cabling. 

  

	 	(4)	Ancillary systems such as *. 

  

	 	(5)	Support for Store voice trouble tickets. 

  

	 	(d)	Supplier shall provide for the Network portion of the Store activities including openings, closings and remodels by: 

  

	 	(1)	Supplier must interface to Gap finance, corporate construction and their suppliers, real estate departments, and the Gap Store departments such as * (who implement hand held
devices, *, and in Store servers and systems), and voice and data planning and design personnel. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(2)	Supplier must be able to track and communicate numbers of activities, Schedules for activities and detailed constructions schedules, orders and order status.


  

	 	(3)	Supplier must manage assets per location and type by using databases and spreadsheets as required. 

  

	 	(4)	Supplier must staff appropriately to meet brand Store activities schedules. 

  

	 	(5)	Supplier must be able to report on numbers of activities accomplished and planned as well as use this information for * budgeting. 

  

	XV.	GAP RESPONSIBILITIES 

  

	 	15.1	General 

 Except as otherwise agreed by the parties
under this Agreement, Gap will be responsible for the items listed below. Subject to Section 17.2 (Interfering Acts) of the Agreement, nothing in this Section 15 (Gap Responsibilities) shall relieve Supplier of its obligations under this
Statement of Work or the Agreement. With respect to the items and access provided by Gap, as set forth in this Section, Supplier shall use commercially reasonable efforts to utilize such items and access to such systems only to the extent necessary
for, and only in the performance of Services under this Statement of Work. 
  

	 	15.2	Gap Retained Responsibilities 

  

	 	(a)	Implement the physical environmental requirements for Equipment – including *, electrical, * and space requirements. 

  

	 	(b)	Provide, as required, physical on-site voice network support for the New York campus. 

  

	 	(c)	Gap engineering shall be responsible for transforming and translating Gap’s business requirements into detailed System requirements for the Gap Network. Specifically, Gap
shall: 

  

	 	(1)	Verify requirements; 

  

	 	(2)	Perform initial assessment and 

  

	 	(3)	Provide input to documented requirements. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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 Exhibit A.6 
 Statement of Work 
 Server Services 
 Date: January 13, 2006 
 This document contains confidential and proprietary information of
The Gap, Inc. and IBM. Except with the express prior written permission of The Gap, Inc. and IBM, this document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  


					
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 TABLE OF CONTENTS 
  

					
	 	 	 	 	Page No.
	 I.
	 	 General
	 	1
			
	 II.
	 	 Operating Principles and Objectives
	 	2
			
	 III.
	 	 Messaging and Collaboration
	 	3
			
	 IV.
	 	 File and Print Services; Ad Hoc Document Repositories
	 	4
			
	 V.
	 	 Database Maintenance, Support and Management
	 	6
			
	 VI.
	 	 Messaging and Integration
	 	8
			
	 VII.
	 	 Electronic Data Warehouse
	 	9
			
	 VIII.
	 	 Directory Services and Network Based Appliances
	 	9
			
	 IX.
	 	 Identity Management
	 	12
			
	 X.
	 	 Server Environment
	 	12
			
	 XI.
	 	 Storage Management
	 	22
			
	 XII.
	 	 Asset Management
	 	31
			
	 XIII.
	 	 Equipment and Software Support
	 	37
			
	 XIV.
	 	 Software Inventory and *
	 	46
			
	 XV.
	 	 Gap Responsibilities
	 	47

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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 Statement of Work 
 Server Services 
  

	I.	GENERAL 

  

	 	1.1	Introduction 

 This Exhibit A.6 (Server Services
Statement of Work) to the Agreement (this “Statement of Work”) sets forth the minimal server services that Supplier shall provide as of the Initiation Date, including services (1) to support Gap’s IT Environment, all as more
particularly described in this Statement of Work and (2) with respect to the operation, management and support of Gap’s Server Environment, all as more particularly described in this Statement of Work (collectively described as the
“Server Services”). The Server Services described herein apply generally to all Services provided by Supplier to Gap pursuant to the Agreement and shall be provided utilizing Supplier’s best practices. With respect to the Server
Services hereunder, Supplier will also perform all activities and requirements as specified in Exhibit A.2 (Cross Functional Services). 
 Supplier shall provide information on the Server Services using a media that is efficient, easy to use, and easily accessible by Gap Authorized Users and subject to Approval by Gap. Gap expects that Supplier will bring value to areas in
addition to those identified in the Agreement and this Statement of Work. Supplier should describe any unique capabilities it possesses for assisting Gap in achieving additional improvements and describe how it would make such capabilities available
to Gap. 
 Unless otherwise provided, references to Sections will be to Sections of this Statement of Work and references to Exhibits will be
to Exhibits of the Agreement. The section headings in this Statement of Work are for reference purposes only and will not affect in any way the meaning or interpretation of this Statement of Work. 
 Supplier shall provide the Server Services as required to meet or exceed the Service Levels in Exhibit B.1 (Service Level Matrix). Supplier (i) has
responsibility for the performance of the Server Services detailed in this Statement of Work; and (ii) shall be held responsible for the performance of the Server Services without regard to the use by Supplier of third-party products or
suppliers. All changes to this Statement of Work will be mutually agreed to by Gap and Supplier and implemented and managed using the Change Control Procedures. 
  

	 	1.2	Definitions 

 Except as otherwise expressly
provided herein, or unless the context clearly requires otherwise, capitalized terms used in this Statement of Work shall have the meanings set forth below. Capitalized terms used in this Statement of Work 

  


					
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but not otherwise defined in this Statement of Work shall have the meanings ascribed to them in Exhibit A.1 (Glossary to Statements of Work). 
 “Agreement” means the Master Services Agreement dated as of the Reference Date between Gap and Supplier. 
 “Asset Inventory and Management” has the meaning set forth in Section 12.1 (Asset Inventory and Management Systems). 
 “Currently Deployed Products” has the meaning set forth in Section 13.1 (Currently Deployed Products). 
 “DAS” means direct attached storage. 
 “DBMS” means data base management system. 
 “Domain Controller” has the
meaning set forth in Section 8 (Directory Services and Network Based Appliances). 
 “Evaluation and Testing” has the
meaning set forth in Section 13.11 (Equipment and Software Evaluation and Testing). 
 “NAS” means network attached
storage. 
 “Network Based Appliances” has the meaning set forth in Section 8 (Directory Services and Network Based
Appliances). 
 “NFS” means network file system. 
 “NIS” means network information services. 
 “NTP” means network time protocol. 
 “Refresh” has the meaning set forth
in Section 12.6 (Technology Refresh). 
 “SAN” means storage area network. 
 “Services” has the meaning set forth in Section 1.1 (Introduction). 
 “SRM” means storage resource management. 
  

	II.	OPERATING PRINCIPLES AND OBJECTIVES 

 Supplier shall
perform the Services in accordance with the following Gap operating principles and objectives: 
  

	 	(a)	All Equipment and Software configurations shall be standardized and access to all Equipment and Software must be capable of being restricted based on the Procedures Manual.


  


					
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	 	(b)	Authorized Users shall have access to all assigned Software and data from any location when signed in. 

  

	 	(c)	Supplier shall use Supplier’s best practices in all aspects of the Services to provide a reliable and scalable environment and shall follow the Procedures Manual.


  

	 	(d)	All Services shall be provided in compliance with and controlled by the Procedures Manual. 

  

	 	(e)	The Help Desk is responsible for initial contact with Authorized Users for IT needs, issues, requests, Incidents, and Problems. 

  

	 	(f)	The Authorized User experience shall be managed by the Help Desk. 

  

	III.	MESSAGING AND COLLABORATION 

 Supplier’s
responsibilities for Gap’s messaging and collaboration Equipment and Software include: 
  

	 	3.1	Real Time Collaboration 

  

	 	(a)	Installing, operating, supporting and maintaining Gap’s messaging and collaboration Equipment and Software. 

  

	 	(b)	Implementing and Managing instant messaging logging capability, including for the internal instant messaging gateways within the scope of the Services provided under the Agreement.


  

	 	(c)	Back up all instant messaging environment configuration data (including Authorized User contacts, etc.) in accordance with Section 11 (Storage Management).


  

	 	3.2	Ad Hoc Collaboration 

  

	 	(a)	Installing, operating, supporting and maintaining all Equipment and Software associated with Gap’s ad hoc document collaboration and storage systems utilizing tools such as
SharePoint. 

  

	 	3.3	Data Conferencing 

  

	 	(a)	Supplier shall support data conferencing utility, including mutually agreed upon acceptable products or data conferencing facilities. 

  

	 	3.4	E-mail Services 

  

	 	(a)	Installing, operating, maintaining and supporting all Equipment and Software associated with Gap’s current messaging environment and message archiving solution.


  


					
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	 	(b)	Providing Authorized Users with access to historical messages based on Gap-defined aging and capacity guidelines. 

  

	 	(c)	Implement procedures to provide effective mailbox load balancing across Servers within the Gap IT Environment. 

  

	 	(d)	Implement appropriate mailbox and message recovery procedures in accordance with Section 11 (Storage Management). 

  

	 	(e)	Assume all responsibility for Managing the messaging environment including: 

  

	 	(1)	Mailbox, distribution list and group management. 

  

	 	(2)	Exchange routing and inter server connectivity. 

  

	 	(3)	Public folder management. 

  

	 	(4)	Exchange to * connectivity and performance. 

  

	 	(5)	Interfacing with the Operation Center to troubleshoot mail delivery and Authorized User performance issues. 

  

	 	(6)	Implementing and supporting Gap-defined and mutually agreed to anti-Malware/content filtering Software to protect enterprise messaging environment. 

  

	 	(7)	Supporting all necessary security related activities including investigations, emergency patching, Malware and spam protection. For example access to Authorized Users mailboxes.


  

	 	(8)	Provide accurate and documented implementation of all necessary name resolution and inter-op configurations. 

  

	 	(9)	Support as needed of additional messaging-related services, including *. 

  

	IV.	FILE AND PRINT SERVICES; AD HOC DOCUMENT REPOSITORIES 

  

	 	4.1	File Services 

 Supplier’s responsibilities
for file services include: 
  

	 	(a)	Upon direction from the Help Desk in response to an Incident or Problem, support the ability of Authorized Users for access to files stored on Gap’s approved file services
solutions including * and * environments. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(b)	Installing, operating, maintaining and supporting all Equipment and Software associated with Gap’s file services environment. 

  

	 	(c)	Support the use of file encryption, in depth access control list capability, access logging and full integration with *. 

  

	 	(d)	Support the implementation of * within Gap and associated physical isolation of data. 

  

	 	(e)	Monitor and manage the capacity to cover existing file server storage needs and appropriate capacity for Authorized User files in support of Gap’s Network focused strategy.


  

	 	(f)	On an ongoing basis, identify locations that might or are experiencing less than optimal file access performance. 

  

	 	(g)	Implement appropriate backup and restore procedures to preserve the integrity of the file services environment and its contents in accordance with Section 11 (Storage
Management). 

  

	 	(h)	Implement and follow procedures to manage appropriate quota capabilities that shall allow the limiting of storage usage by Authorized Users and groups. 

  

	 	(i)	Implement and Manage an *. 

  

	 	(j)	Provide support for the application and modification of file and directory permissions. 

  

	 	4.2	Print and Electronic Output Media Operations 

 Supplier shall assume full responsibility for the San Francisco centralized print operations services Servers including: 
  

	 	(a)	Supporting, maintaining and coordinating print operations. 

  

	 	(b)	Managing print queues and performing quality control functions as necessary. 

  

	 	(c)	Supporting, maintaining and coordinating all print spooling activities. 

  

	 	(d)	Managing print queues and performing quality control functions as necessary. 

  

	 	(e)	Identifying, reporting and resolving Equipment-related Incidents and Problems with print devices (excluding convenience center printers operated by Gap). 


 


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(f)	Scheduling preventive maintenance on print output Equipment based on reviews, analyzing Equipment performance records and original Equipment manufacturer recommendations on an as
needed basis (excluding convenience center printers operated by Gap). 

  

	 	(g)	Providing Equipment/Software support and print operator support for the San Francisco Site. All consumables for printer operations shall be responsibility of Gap.


  

	 	(h)	Implementing, maintaining and managing Application print Software, configuration management, and providing troubleshooting/support using Gap Approved print management tools.


  

	V.	DATABASE MAINTENANCE, SUPPORT AND MANAGEMENT 

  

	 	5.1	Database Maintenance and Technical Support 

 Supplier’s responsibilities for database maintenance and support include: 
  

	 	(a)	Performing physical database administration functions for the databases, including storage management services, installing, maintaining, tailoring and monitoring of database
Software, backup and recovery, standards, tuning and support. 

  

	 	(b)	Maintaining database Equipment and Software and database management related tools. 

  

	 	(c)	Allocating database storage and identifying and recommending future database storage needs based on Gap’s usage and trends. 

  

	 	(d)	Configuring database storage at the operating system level. 

  

	 	(e)	Implementing and maintaining the physical database instance environment and the primary physical database storage structures (table spaces) once an Application and its database have
been designed. 

  

	 	(f)	Implementing and modifying database security roles and administering access authorization to database resources. 

  

	 	(g)	Validating compliance with database licensing agreements. 

  

	 	(h)	Debugging database system Incidents and Problems and apply fixes if necessary, all in accordance with Section 11 (Incident and Problem Management) and Section 5 (Change
Management) of Exhibit A.2 (Cross Functional Services). 

  

	 	(i)	Developing and maintaining job scripts related to physical database administration. 

  
  


					
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	 	(j)	Providing Data Base Management System (“DBMS”) ID administration in accordance with the Procedures Manual. 

  

	 	5.2	Database Management 

 Supplier’s
responsibilities for database management include: 
  

	 	(a)	Performing physical DBMS database control functions to support systems existing as of the Initiation Date, and any planned new systems development. 

  

	 	(b)	Planning for changes in the size of databases due to business growth and project Implementation based on information supplied by Gap and regularly submitting plans to Gap for
Approval. 

  

	 	(c)	Maintaining, operating, and upgrading all Supplier-provided automated monitoring tools to monitor database performance. 

  

	 	(d)	Performing database shutdowns and restarts in accordance with Section 11 (Incident and Problem Management) and Section 5 (Change Management) of Exhibit A.2 (Cross
Functional Services). 

  

	 	(e)	Performing reorganizations and preventative maintenance to optimize performance as required, including monitoring archive log growth and database reorganizations.


  

	 	(f)	Maintaining the databases to meet performance standards, maximize efficiency and minimize outages. 

  

	 	(g)	Maintaining, updating, and implementing database archive processes and procedures to recover from an outage or corruption to meet Gap’s business requirements.


  

	 	(h)	Providing physical database management support including providing backups and restores of data to meet Gap’s business requirements. 

  

	 	(i)	Installing, maintaining and supporting database Software products (e.g., installation of patches and service packs for major and minor releases) and testing and implementing
database environment Changes as Approved by Gap in accordance with Section 5 (Change Management) of Exhibit A.2 (Cross Functional Services). 

  

	 	(j)	Proactively providing capacity planning to prevent and Resolve Incidents caused by lack of capacity (e.g., dataset or table space capacity events, full log files etc.).


  

	 	(k)	Maintain contracts with third party database and utility Software vendors who provide updates to keep systems current. 

  
  


					
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	 	(l)	Performing Incident and Problem detection and fault isolation for downtime and performance events. 

  

	 	5.3	Database Administrative Support 

 Supplier’s
responsibilities for database administrative support include: 
  

	 	(a)	Employing database performance analysis to confirm physical database requirements to support Gap’s business systems. 

  

	 	(b)	On request, providing Gap with Documentation of files generated by the file Management system, including name and utilization statistics. 

  

	 	(c)	Developing, documenting and maintaining physical database standards and procedures subject to Gap’s Approval. 

  

	 	(d)	Participating and cooperating with Gap and Third Party Vendors in determining physical database Changes; the impact of ADM work; and Implementing necessary Changes to relevant
databases, subject to Gap’s Approval and in accordance with Section 5 (Change Management) of Exhibit A.2 (Cross Functional Services). 

  

	VI.	MESSAGING AND INTEGRATION 

 Supplier shall:

  

	 	6.1	General Requirements 

  

	 	(a)	Support the products utilized in this area (such initial products are listed below) including environment design, product installation, maintenance, administration and *, * level
production support. 

  

	 	(b)	Support development activities or consulting for development activities based on the Project needs. 

  

	 	6.2	Messaging 

  

	 	(a)	Products include: *. 

  

	 	6.3	Integration 

  

	 	(a)	Products include: *. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	6.4	B2B 

  

	 	(a)	Work in conjunction with * to support Gap’s B2B Hub. 

  

	 	(b)	Support the products utilized in this area including environment design, product installation, maintenance, administration and * level production support. 


 

	 	(c)	Support Gap’s * and * infrastructure for vendor data interchange. 

  

	VII.	ELECTRONIC DATA WAREHOUSE 

 Supplier shall:

  

	 	7.1	Support for Teradata Data Warehouse 

  

	 	(a)	Support the products utilized in this area including environment design, product installation, maintenance, administration and support. 

  

	 	7.2	Support for Reporting Tools 

  

	 	(a)	Support the products utilized in this area including environment architecture and design, product installation, maintenance, administration and support. Products include:


  

	 	(1)	* 

  

	 	(2)	* 

  

	 	(3)	* 

  

	 	(b)	Provide system consulting and design support for development teams, including the business intelligence and reporting teams on the proper design, development, tuning and support for
solutions using the data warehouse to provide reliable and acceptably performing business solutions. 

  

	VIII.	DIRECTORY SERVICES AND NETWORK BASED APPLIANCES 

 Supplier’s responsibilities for supporting, maintaining and operating Gap’s Network Based Appliances on the same physical device, known as either a “Domain Controller” or “Network Based Appliance” include:

  

	 	8.1	Network Based Appliances 

  

	 	(a)	Supplier shall provide a common set of services for Domain Controllers or Network Based Appliances which shall be supported as a caching and Network performance service.


  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(b)	Supplier shall support the Domain Controllers or Network Based Appliances, including: 

  

	 	(1)	Configure and maintain servers to provide agreed to Server Availability. 

  

	 	(2)	Manage the Server recovery process so that the impact to Network traffic is minimized. 

  

	 	8.2	* 

  

	 	(a)	Supplier shall monitor and take appropriate action such that each * is correctly participating in the overall * environment. 

  

	 	(b)	Supplier shall Implement an appropriate series of checks and balances so that the * are accurately resolving names. 

  

	 	8.3	* 

  

	 	(a)	Supplier shall monitor and take appropriate action such that each * is correctly participating in the overall * environment. 

  

	 	(b)	Supplier shall Implement an appropriate series of checks and balances so that the * are correctly assigning leases and meet the defined configuration settings.


  

	 	8.4	* 

 Supplier’s responsibilities with respect
to the management of Gap’s * include: 
  

	 	(a)	Monitoring and supporting all * processes on all Domain Controllers. 

  

	 	(b)	Monitoring and supporting all * replication and site management (intra and inter site). 

  

	 	(c)	Developing processes and procedures such that Gap’s * environment can be restored to a functional state in accordance with Section 11 (Storage Management).


  

	 	(d)	Providing Group Policy Administration. 

  

	 	(e)	Providing Logon Script development and maintenance. 

  

	 	(f)	Providing Organizational Unit (OU) and User Management. 

  

	 	(g)	Providing Trust Relationship Management. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(h)	Providing * and * interfaces. 

  

	 	(i)	Maintaining and enhancing existing Authorized User and administrator tools and web interfaces as necessary to support Gap’s Active Directory environment.


  

	 	(j)	Managing and deploying global catalog Servers as directed by Gap. 

  

	 	(k)	Assuming full responsibility for daily operations and any interactions with identified Gap groups, necessary for the data integrity of the Active Directory.


  

	 	(l)	Supporting all Active Directory related features not previously mentioned including * 

  


	 	8.5	Proxy 

  

	 	(a)	Supplier shall be responsible for monitoring and maintaining any web cache proxy services. 

  

	 	(b)	Supplier will design, engineer, order, install, test, cutover, manage, monitor, and maintain the proxy server components for the data network and implement Gap security policies
with respect to proxy servers. For the proxy servers, Supplier will: 

  

	 	(1)	Design, engineer, order, install, test, cutover, maintain, monitor, and remotely manage the proxy servers, which services, at a minimum, shall equal the services provided by Gap in
place as of the Reference Date; 

  

	 	(2)	Administer and manage the proxy policies in accordance with Gap’s requirements; 

  

	 	(3)	Provide configuration, performance and capacity management; and 

  

	 	(4)	Provide URL filtering to restrict access by Gap Authorized Users to a defined set of URLs that are deemed inappropriate. This list will be updated every *, if required, and notify
the Gap Infrastructure Partnership Executive of attempts to access such restricted URLs. 

  

	 	8.6	Domain Controller 

 Supplier’s
responsibilities with respect to Domain Controllers include: 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(a)	Monitoring and taking appropriate action such that the * component of each of these servers is configured for optimal performance and availability. 

  

	 	(b)	Monitoring and taking appropriate action such that the * is participating appropriately in replication. 

  

	 	(c)	In the event of a rebuild, providing an efficient Network active directory recovery procedure that utilizes *. 

  

	IX.	IDENTITY MANAGEMENT 

 Supplier shall assist Gap as
needed for audit and investigations. 
  

	X.	SERVER ENVIRONMENT 

  

	 	10.1	Servers – General Requirements 

 For this
Statement of Work “Servers” shall mean all classes of Gap Servers including Servers (*). As of the Initiation Date, Supplier shall assume responsibility for the operation, proactive monitoring, management and support of the Server
environment, Equipment and Software of the types employed by the Gap, including: 
  

	 	(a)	Server Services shall be performed on all existing and new Servers and associated peripheral Equipment located at Gap Sites and Data Centers that support Gap’s business
operations. 

  

	 	(b)	Supplier shall provide support for ADM teams, Gap and Third Party Vendors, as needed for the successful operations of the applications on Supplier maintained Servers.


  

	 	(c)	At Supplier Service Locations, Supplier shall provide all support resources (e.g., Supplier Personnel, Software and Equipment including server racks, Cabling, Wiring), either remote
or local as required to support the Gap Server Environment. At Gap Sites, Supplier will provide the Cabling and Wiring that interconnects the Equipment as well as power from the PDU (Gap provides power to/at the PDU). Building wiring at Gap Sites
outside of the computer rooms to be changed or added will be handled as a Non-Recurring Initiative. 

  

	 	(d)	Supplier shall provide the Services and integrate and coordinate them with Gap’s retained responsibilities. 

  

	 	(e)	Supplier’s responsibilities for Server administrative functions include: 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(1)	Performing Server administration functions, including: development, establishment, installation, and maintenance of directories, directory structures and naming conventions.


  

	 	(2)	Purging records, file and old Authorized User accounts, as appropriate. 

  

	 	(3)	Restoring deleted files upon request from the Help Desk. 

  

	 	(f)	Supporting the Incident and Problem Management processes described in Section 11 (Incident and Problem Management) of Exhibit A.2 (Cross Functional Services) by tracking,
managing, analyzing, resolving all Incidents and Problems arising from, relating to, or affecting the Server Environment assigned to it by Gap or self-assigned in accordance with the Procedures Manual and providing Gap with a root cause analysis or
such other reports as required in Section 11 (Incident and Problem Management) of Exhibit A.2 (Cross Functional Services). 

  

	 	(g)	Supplier’s responsibilities with respect to Incident and Problem Management include: 

  

	 	(1)	Performing proactive Incident and Problem Management within the Server Environment as required by Section 11 (Incident and Problem Management) of Exhibit A.2 (Cross Functional
Services) and resolving Incidents and Problems caused by conditions internal and external to production programs in accordance with Section 11 (Incident and Problem Management) of Exhibit A.2 (Cross Functional Services).


  

	 	(2)	Performing failure trend analysis as required. 

  

	 	(3)	Analyzing performance metrics. 

  

	 	(4)	Responding proactively to potential Incident and Problem areas. 

  

	 	(5)	Taking appropriate action to Resolve all Incidents and Problems occurring with respect to the Server Equipment or Software, including resolving, escalating internally within Gap and
Coordinating with Third Parties respect to all Incidents and Problems associated with the Servers. 

  

	 	(6)	Developing, maintaining, and utilizing an emergency contact list and escalation procedures to Resolve Incidents and Problems. 

  

	 	(7)	Resolving Incidents when possible and performing job restarts or back outs. 

  


					
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	 	(h)	Using agreed upon and standardized tools for system installation, asset management, performance management, capacity resource management, configuration management, Authorized User
ID administration for Supplier system administrators (including reporting, creation and deletion of Authorized User Ids and provide related audit trails), Change Management, Incident and Problem Management, and backup and restoration.


  

	 	(i)	Providing management Servers and all Software for management of Servers (including peripheral Equipment). 

  

	 	10.2	Server Operational Responsibilities; Production Control and Scheduling 

 Supplier is responsible for all production control and job scheduling functions for the Gap Server Environment, including: 
  

	 	(a)	Assuming responsibility for and performing all master console functions, including (1) console operations, including monitoring all processing alarms; (2) monitoring the
Server Environment, alarm systems and environmental controls on a * basis; (3) performing basic Incident and Problem determination on systems and components managed by Supplier, including Equipment and Software related Problems; and
(4) resolving all such Incidents and Problems. In addition, as part of Supplier’s participation in a multi-vendor environment, to the extent it identifies Incidents or Problems affecting the Gap IT Environment, it shall report such issues
to Gap in the same manner as required under Section 11 (Incident and Problem Management) of Exhibit A.2 (Cross Functional Services). 

  

	 	(b)	Scheduling jobs and other processing activities to achieve optimum performance within completion times designated by Gap. 

  

	 	(c)	Checking job outputs and print queues for successful completion and Changing job priorities. 

  

	 	(d)	Defining, creating and controlling all automated operation functions using Software and programming tools determined by Supplier with Gap Approval. 

  

	 	(e)	Enforcing job control and job naming standards. 

  

	 	(f)	Issuing network and operator commands to control all Servers platforms. 

  

	 	(g)	Completing Gap defined processing, backups, and restores in the correct sequence and within the time periods designated by Gap. 

  

	 	(h)	Identifying job dependencies; and creating and Maintaining job dependencies. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(i)	Integrating all production control and scheduling functions in conformity with Gap requirements. 

  

	 	(j)	Developing, distributing, and obtaining Gap Approval of schedules prior to Implementation. 

  

	 	(k)	Coordinating and modifying schedules for special requests and complying with Gap priorities. 

  

	 	(l)	Prepare and execute Applications job streams for production scheduling and execution. 

  

	 	(m)	Providing schedule status exception updates. 

  

	 	(n)	Establishing, documenting and maintaining standards for production jobs. 

  

	 	(o)	Creating problem reports for job abnormalities using the Incident and Problem Management procedures as described in Section 11 (Incident and Problem Management) of Exhibit A.2
(Cross Functional Services). 

  

	 	(p)	Coordinating with Gap ADM staff and third party providers of ADM services as required. 

  


	 	(q)	Establishing job schedules and dependencies based on Application and Gap requirements, execute such schedules as well as monitoring to ensure schedules and triggers are functioning
correctly and on-time. 

  

	 	(r)	Resolving interruptions caused by conditions external to production programs, such as disk or tape Incidents or Problems. 

  

	 	(s)	Executing re-runs as requested by Gap and restarting jobs according to * procedures (for example, procedures for successful back-outs etc.), which procedures shall be subject to Gap
Approval prior to Implementation. 

  

	 	(t)	Performing backups and restores (both scheduled and ad hoc), as set forth in backup and recovery procedures. 

  

	 	(u)	Managing, maintaining and applying enhancements to Software scheduling tools as specified by Gap. 

  

	 	(v)	Responding expeditiously to requests from Gap for priority job execution. 

  

	 	(w)	Prioritizing and scheduling batch jobs and report distribution systems (in accordance with Gap schedule parameters) to optimize use of processing windows and scheduled availability
of on-line Applications dependent on batch processing, while meeting batch completion times. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(x)	Performing Documentation control functions on all operational documentation, including Servers processing. 

  

	 	(y)	Resolving scheduling conflicts in coordination with Gap. 

  

	 	(z)	Promptly notifying Gap if special requests shall affect the timely completion of other tasks. 

  

	 	(aa)	Providing Gap with all schedule status updates. 

  

	 	(bb)	Participating in Projects that involve or impact the supported technologies. 

  

	 	(cc)	Continuously enhancing processing capabilities and efficiencies through system tuning and other improvements. 

  

	 	(dd)	Proactively monitoring utilization needs and efficiencies and reporting regularly on tuning initiatives. 

  

	 	(ee)	Performing * processing for Servers. 

  

	 	(ff)	Using agreed upon monitoring tools, monitoring Equipment and Software used to provide the Services with respect to the Servers on a * basis, verifying and making adjustments to
support proper Server operations, including: 

  

	 	(1)	monitoring availability 

  

	 	(2)	up/down status of system processes; 

  

	 	(3)	monitoring and responding to system alerts and events; 

  

	 	(4)	monitoring and responding to Equipment alerts and events; 

  

	 	(5)	monitoring and Maintaining system error logs; 

  

	 	(6)	performing system recycles per pre-defined short term operational schedule and maintenance windows; 

  

	 	(7)	monitoring the performance of an on-line interactive traffic; 

  

	 	(8)	monitoring and responding to alarm systems and environmental controls; and 

  

	 	(9)	monitoring the transmission of files and providing operational support for data transmission (send/receive) between Gap Sites and any other parties as designated by Gap consistent
with Supplier’s best practices unless otherwise directed in writing by Gap. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(gg)	Performing all systems maintenance in accordance with Section 5 (Change Management) of Exhibit A.2 (Cross Functional Services) and in a manner designed to minimize any adverse
impact to Gap’s business. 

  

	 	(hh)	Performing periodic shutdowns and restarts as required and executing utility functions in accordance with Section 5 (Change Management) of Exhibit A.2 (Cross Functional
Services), providing full functional restoration after restart. 

  

	 	(ii)	Maintaining, administering, and utilizing necessary automated tools and processes for system management that are required to be delivered or utilized by Supplier elsewhere in this
Agreement or pursuant to any other Exhibit to the Agreement, all in accordance with Section 5 (Change Management) of Exhibit A.2 (Cross Functional Services). 

  

	 	(jj)	Maintaining and providing to Gap all required calendars, tables, parameters and definitions for all tools used by Supplier to automate manual processes and procedures and to
automate and improve the quality of the operation of the Server Environment. 

  

	 	(kk)	Providing remote monitoring and management for Equipment not located at a Supplier-operated facility. 

  

	 	(ll)	Maintaining all Documentation existing as of the Initiation Date relating to the Gap IT Environment. As to Documentation not existing as of the Initiation Date, providing and
maintaining physical and logical diagrams of the existing Gap IT Environment. 

  

	 	(mm)	Maintaining up-to-date operational Documentation for all operations procedures and services. All such operational Documentation shall be subject to review and Approval by Gap prior
to Implementation. 

  

	 	(nn)	Providing Gap with an assessment of the impact of all architecture and design Changes, all of which must be Approved by Gap in writing in accordance with Section 5 (Change
Management) of Exhibit A.2 (Cross Functional Services). 

  

	 	(oo)	Identifying opportunities for Gap to reduce its Service, Equipment and Software costs and/or improve system performance. Such opportunities shall be Implemented in accordance with
Section 5 (Change Management) of Exhibit A.2 (Cross Functional Services). 

  

	 	(pp)	Complying with agreed standards for configurations, operations, coordination, metrics collection and reporting. 

  

	 	(qq)	Analyzing performance metrics and responding proactively to potential Incident and Problem areas. 

  


					
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	 	(rr)	Identifying and recommending requirements for system upgrades and other configuration design Changes, and reviewing and coordinating these Changes with Gap in accordance with
Section 5 (Change Management) of Exhibit A.2 (Cross Functional Services). 

  

	 	(ss)	Forcing-off Authorized Users to perform or maintain system operations in accordance with Gap-Approved procedures. 

  

	 	(tt)	Updating and maintaining all appropriate definitive software libraries in accordance with the Procedures Manual. 

  

	 	(uu)	Installing, proactively monitoring, supporting and adjusting or reallocating (up or down) data storage and processing capacity to facilitate the provision of the Services.


  

	 	(vv)	Coordinating with Gap to implement test and performing all Disaster Recovery functions described in Section 3 (Disaster Recovery Services) of Exhibit A.2 (Cross Functional
Services), including performing regular Disaster Recovery and contingency testing. 

  

	 	(ww)	Maintaining and adhering to Gap’s scheduled maintenance window requirements. 

  

	 	(xx)	Supporting and performing data transfers (e.g., – FTP). 

  

	 	(yy)	Supporting Server rights and privileges audits as required by Gap. 

  

	 	(zz)	Complying with Gap’s file and data backup requirements as set forth in the Procedures Manual, and, as required by the Help Desk, recovering lost or damaged files from the
Server backups. 

  

	 	(aaa)	Using the agreed upon tools, proactively monitoring and reporting to Gap on resource shortages, and reporting utilization statistics and trends to Gap on a monthly basis. These
reports shall include and be based upon mutually agreed upon parameters, including: 

  

	 	(1)	Memory (RAM) (average peak utilization for the applicable monthly period). 

  

	 	(2)	Disk (average peak utilization for the applicable monthly period). 

  

	 	(3)	Servers that have gone above a defined set of thresholds. 

  

	 	(bbb)	Supplier shall work with Gap to minimize the number of Servers and to consolidate them, or take such other actions to run the Server Environment as efficiently as is technically
feasible, considering the business needs of Gap. 

  


					
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	 	(ccc)	Supplier’s additional responsibilities include: 

  

	 	(1)	* 

  

	 	(2)	* 

  

	 	(3)	Providing management of Gap domain structure in accordance with the Procedures Manual including, but not limited to, verification of the synchronization of domain controller
databases and management of browsing service. 

  

	 	(4)	Providing management of Gap Network Information Services (NIS), Network Time Protocol (NTP), Network File System (NFS) and auto mounting structure including synchronization of maps.


  

	 	(5)	Subject to Section 5 (Change Management) of Exhibit A.2 (Cross Functional Services), installing Supplier provided backup server, gateway, tape, disk and other Equipment
required to maintain a support level necessary to meet Gap’s business requirements. 

  

	 	(6)	Updating and maintaining shared-use file server libraries. 

  

	 	(7)	For the purpose of license tracking, Supplier shall monitor standard licensed Software, including, where feasible, automated metering and license tracking. 


 

	 	(8)	Providing server disk backup, as appropriate, with off-site storage for Disaster Recovery purposes. If necessary, assisting Gap’s on-site staff in providing the above services
for sites where Supplier does not have appropriate on-site personnel. 

  

	 	(9)	Coordinating with the Help Desk to assist individual departments and Authorized Users in recovering lost or damaged file recovery from the Server backups, including resetting
security passwords for Authorized Users according to security procedures Approved by Gap. If necessary, assisting Gap’s on-site staff in providing the above services for sites where Supplier does not have appropriate on-site personnel.


  

	 	(10)	Providing system administration and operational support for * (as defined in Exhibit B (Service Level Agreement)). 

  

	 	(11)	Providing system administration and operational support for * requiring manual fail-over methods as agreed to by Gap and Supplier. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(ddd)	Complying with Gap’s physical specifications, retention periods and security and providing compliance reports. 

  

	 	(eee)	Providing adequate data to enable Gap to monitor compliance with retention and storage requirements. 

  

	 	10.3	Performance Management 

 Supplier’s
responsibilities for performance management of the Servers include: 
  

	 	(a)	Performing all activities required for monitoring and optimizing performance to reduce Gap’s costs or to improve Service Levels. 

  

	 	(b)	Providing performance monitoring, tuning, and reporting. 

  

	 	(c)	Providing written systems performance reviews and analysis to Gap on a * basis. 

  

	 	(d)	Conducting system performance testing when required and when requested by Gap. 

  

	 	(e)	Performing * on * situations. 

  

	 	(f)	Resolving * situations. 

  

	 	(g)	Providing current performance status reporting to Gap in accordance with Exhibit D.13 (Management Reports), including performance Incident and Problem Resolution statistics.


  

	 	10.4	Capacity Management 

 Supplier’s
responsibilities with respect to capacity management include: 
  

	 	(a)	Monitoring system utilization, capacity limits, and expected capacity needs. 

  

	 	(b)	Providing * reporting to Gap on system capacity status. 

  

	 	(c)	Implementing additional capacity subject to Gap Approval and Section 5 (Change Management) of Exhibit A.2 (Cross Functional Services) or advising Gap regarding the need for
additional capacity. 

  

	 	(d)	Proposing system capacity planning models and methodology to Gap, and incorporating Gap’s capacity planning recommendations into its planning model. 


 

	 	(e)	Implementing and complying with the mutually agreed to system capacity planning approach. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(f)	Monitoring and reporting system utilization, capacity limits, and expected capacity needs. 

  

	 	(g)	Performing capacity planning analysis on all aspects of the Server Environment (e.g., disk, memory and CPU) and formally reviewing * capacity requirements and providing
recommendations for optimum capacity solutions. 

  

	 	(h)	Proactively developing and delivering to Gap forecasts of growth and other Changes to the projected Gap business and operational needs disclosed by Gap to Supplier on a * basis, or
at such times as Gap may require. 

  

	 	(i)	Revise the system capacity-plan based on actual performance, as set forth in the Procedures Manual. 

  

	 	10.5	Configuration Management 

 Supplier’s
responsibilities for configuration management include: 
  

	 	(a)	Maintaining a library of Supplier-provided information and documentation for any new, enhanced or modified Software Installed by Supplier, and thereafter maintaining a library of
Supplier-provided updates to such materials. 

  

	 	(b)	On an ongoing basis, evaluating alternative configurations and recommending solutions that shall enable significant cost reductions or performance improvements to Gap.


  

	 	(c)	Complying with the agreed upon standard configurations. 

  

	 	10.6	Engineering Assistance 

  

	 	(a)	Supplier shall provide Supplier Personnel required to assist Gap engineering in designing the Gap Server Environment, including: 

  

	 	(1)	Collaborating with Gap retained engineering and architecture teams on: 

  

	 	(A)	Architectural standards and product standards; and 

  

	 	(B)	Project architecture for Gap initiatives. 

  

	 	(2)	Performing implementation, Project Management of implementation, support, and management of the Support for Gap’s Server Environment. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(3)	Supporting Gap engineering with requirements gathering by providing any requested data pertaining to Gap’s Server Environment. 

  

	 	(4)	Providing Gap engineering with access and visibility into any aspect of Gap’s Server Environment. 

  

	 	(5)	Consulting with Gap engineering and directly with product vendors in troubleshooting and supporting Gap’s Server Environment. 

  

	 	(6)	Providing comments and suggestions pertaining to any new and modified Server Environment designs and changes, including: Equipment, Software, firmware, middleware, operating
systems, Network components, and Servers not located on Gap’s premises. 

  

	 	(7)	Performing proactive Management of Gap’s Server Environment, including identifying areas in which Gap’s Server Environment would be improved or need to be addressed in
order to prevent future issues from arising. 

  

	 	(8)	Providing all requested services for Servers residing at a Supplier Site, including: *. 

  

	 	(9)	Providing end-to-end Project Management for implementation in accordance with Section 13 (Project Management and Support) of Exhibit A.2 (Cross Functional Services).


  

	 	(10)	All Supplier engineering activities shall be subject to Section 5 (Change Management) of Exhibit A.2 (Cross Functional Services). 

  

	XI.	STORAGE MANAGEMENT 

 Supplier’s
responsibilities for Gap’s storage infrastructure (including Direct Attached Storage (DAS), Network Attached Storage (NAS), and Storage Area Network (SAN)) include: 
  

	 	11.1	General Requirements 

  

	 	(a)	Implementing, maintaining, operating, supporting, optimize, and monitoring Gap’s storage environment. 

  

	 	(b)	At all times, remaining current in the knowledge and use of data storage technology and management products and applying this knowledge to Gap’s storage environment.


  

	 	(c)	Adhering to mutually agreed to Gap standards: products, design, engineering configuration, layout, RAID levels, etc. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(d)	Provide for the availability, performance and integrity of Gap’s Data via storage management operations and processing. 

  

	 	11.2	Online Storage Management 

  

	 	(a)	Implementing and maintaining the storage infrastructure solution in compliance with Gap technology architecture requirements and in accordance with Gap’s corporate standards.


  

	 	(b)	Allocating storage and assigning and initializing online storage volumes as response to demand and usage and as otherwise required by Gap. 

  

	 	(c)	Configuring volumes and file systems on host systems as required by Gap. 

  

	 	(d)	Adding or deleting storage volumes and file systems based on demand/usage, including returning freed resources back to the free resource pool. 

  

	 	(e)	Securing Gap Data through the use of * as required by Gap. 

  

	 	(f)	Conducting pro-active monitoring of storage for availability and optimal usage and performance (some monitoring and reporting is in support of other functions such as SRM, etc.).


  

	 	(g)	Performing capacity planning to insure adequate storage is available when needed, including providing trending data and analysis to Gap for review. 

  

	 	(h)	Identifying and recommending additional capacity or improvements to the storage infrastructure to Gap. 

  

	 	(i)	Utilizing the Software tools as mutually agreed upon by Gap and Supplier, conducting pro-active monitoring to measure the efficiency of online storage access and taking corrective
action as needed (including performance adjustments to Equipment and Software, or file placement as required to maximize performance). 

  

	 	(j)	Monitoring and tuning performance of all components of storage Equipment and hosts as long as the modifications do not invalidate the design and configuration as specified by Gap.


  

	 	(k)	Configuring the cache for optimal performance across all environments. 

  

	 	(l)	Using appropriate RAID levels as required by Gap and in accordance with Gap’s engineering guidelines to provide optimal performance and storage optimization.


  

	 	(m)	Reporting raw metrics to Gap via native tools for storage environment. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(n)	Managing firmware, Software and patches to current levels for storage and host components. 

  

	 	11.3	SAN Management 

 Supplier’s responsibilities
for Implementing, maintaining, operating, supporting, optimize, and monitoring Gap’s SAN solution include: 
  

	 	(a)	Provisioning and configuring the storage Network (SAN switches, routers, etc) *, and in compliance with Gap technology architecture requirements and in accordance with Gap’s
corporate standards. 

  

	 	(b)	Documenting and providing SAN topology/configuration to Gap. 

  

	 	(c)	Maintaining configuration management data and providing to Gap for use within *. 

  

	 	(d)	Monitoring and tuning performance of the storage network in compliance with Gap technology architecture requirements and in accordance with Gap’s corporate standards.


  

	 	(e)	Monitoring and tuning performance on the host interfaces in compliance with Gap technology architecture requirements and in accordance with Gap’s corporate standards.


  

	 	(f)	Providing redundant, load balanced connections to storage. 

  

	 	(g)	Managing firmware, Software and patches to current levels for storage Network and host components. 

  

	 	(h)	Securing Gap Data through the use of * as Approved by Gap. 

  

	 	11.4	Data Lifecycle Management 

 Supplier’s
responsibilities for Implementing and Maintaining the data lifecycle management solution include: 
  

	 	(a)	Conducting Storage Resource Management (SRM) by monitoring * and reporting * and recommending possible improvements to Gap. 

  

	 	(b)	Reporting storage resource usage to Gap on a * basis. 

  

	 	(c)	Applying data lifecycle management and providing on-line, nearline and offline storage based on data use and business requirements. 

  

	 	(d)	Optimizing use of storage through increasing or decreasing storage assigned to host systems. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(e)	Managing the archiving of inactive files and reporting on online storage directories. 

  

	 	(f)	Providing data migration/archive management. 

  

	 	(g)	Managing online storage thresholds and data archives. 

  

	 	(h)	Providing online storage compression and/or encryption as needed and as possible within production processing schedules. 

  

	 	11.5	Archiving 

 Supplier’s responsibilities for
Implementing, maintaining, operating, supporting, optimize, and monitoring Gap’s data archiving solution include: 
  

	 	(a)	Providing support for data archiving to off-line storage in support of business requirements for data retention. 

  

	 	(b)	Complying with in-country regulations and requirements for data archiving/retention. 

  

	 	11.6	External Storage Media Management 

 Supplier’s responsibilities for External Storage Media Management operations and processing include: 
  

	 	(a)	Utilizing efficient and effective External Storage Media, tools and processes for Gap’s data and programs. 

  

	 	(b)	Assuming full operational responsibility for all External Storage Media Management functions, both on- and off-site. 

  

	 	(c)	Administering External Storage Media library operations. 

  

	 	(d)	Conforming all off-site storage schedules (including those of all Third Party Vendors) to Gap’s business continuity plans as agreed to by Gap and Supplier.


  

	 	(e)	Assuming operational responsibilities for all External Storage Media Management functions, both on- and off-site, for External Storage Media library operations and administration,
including managing and supporting Gap’s Third Party Vendors providing external storage services as of the Initiation Date until such agreements are transitioned and performing system data backup and recovery as required and in accordance with
agreed upon External Storage Media standards. 

  

	 	(f)	Utilizing efficient and effective storage media, tools and processes for Gap’s data and programs. 

  


					
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	 	(g)	Accurately store production Data on External Storage Media and recopying External Storage Media as necessary to support read/write errors. 


	 	(h)	Performing External Storage Media mounts as necessary to support operational activities at all sites. 

  

	 	(i)	Maintaining a database cataloging the archival system for the media library. 

  

	 	(j)	Monitoring External Storage Media for reliability and minimizing of read/write errors during the entire period of retention. 

  

	 	(k)	Monitoring and reporting on External Storage Media usage on a * basis. 

  

	 	(l)	Recopying External Storage Media as necessary to support minimizing of read/write errors, and developing procedures for refreshing media with Gap’s Approval.


  

	 	(m)	Monitoring External Storage Media to comply with Gap and government requirements and reporting, including Gap Record Retention Policies set forth in Exhibit D.5 (Gap Record
Retention Policy). 

  

	 	(n)	Purchasing and maintaining adequate supplies for the External Storage and cleaning Media. 

  

	 	(o)	Retrieving archived External Storage Media from on-site and off-site storage as requested by Gap or as required in an emergency. 

  

	 	(p)	Following, maintaining and (subject to Gap’s Approval) updating procedures in the Procedures Manual governing cycling/rotation of External Storage Media, External Storage Media
Management and External Storage Media retention periods, with attention to auditing requirements as identified by Gap. 

  

	 	(q)	Providing and maintaining an inventory control system to properly manage External Storage Media in storage and preparing them for shipment to the contingency site or for use as
required. A report of the media inventory is to be provided to Gap on a * basis. 

  

	 	(r)	Recycling media regularly, managing media replacement, and recopying media to provide data integrity and quality. 

  

	 	(s)	Disposing of retired media in an environmentally sound manner after purging any Gap data in accordance with the Procedures Manual and maintaining records of retired media for
reference. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(t)	At least once every *, retrieving a randomly selected data file as a test and verifying that the data can be restored in a usable fashion and reporting the results to Gap.


  

	 	(u)	Provide Gap online reports of media usage. 

  

	 	11.7	Off-Site Storage Management 

 Supplier’s
responsibilities for off-site removable media data storage and reporting include: 
  

	 	(a)	Assuming the performance of operational responsibilities for off-site media storage including integrity checking, defining storage requirements and assuring compliance with Gap
and/or government requirements. 

  

	 	(b)	Recommending and managing requirements, procedures, and standards for off-site storage, as directed and Approved by Gap. 

  

	 	(c)	Complying with, and requiring that all Third Party Vendors providing External Storage Media Services to Gap comply, with the agreed upon requirements. 

  

	 	(d)	Controlling and managing External Storage Media and business-recovery related Documentation at *. * also includes External Storage Media business recovery functions such as
packaging and transportation to and from storage and remote computer recovery centers. 

  

	 	(e)	Provide * in a physically and environmentally controlled and protected area with fire protection and * designed to prevent unauthorized access, in accordance with the Procedures
Manual. 

  

	 	(f)	Managing compliance with Gap off-site External Storage Media procedures, including: 

  

	 	(1)	Preparing media for off-site storage, or to other Third Parties as requested by Gap, or as otherwise required. 

  

	 	(2)	Logging and tracking all physical External Storage Media in and out of the data center and/or remote locations. 

  

	 	(3)	Shipping and receiving media to and from the off-site storage location(s) on a * basis, or as required. 

  

	 	(4)	Maintaining the rotation of the External Storage Media that is required for off-site storage. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(5)	Returning media as required to the originating Gap location. 

  

	 	(6)	Provide materials transportation to and from off-site storage in environmentally controlled vehicles operated by bonded personnel. 

  

	 	(7)	Maintaining the integrity of data shipped to off-site storage. 

  

	 	(8)	Managing Third Party Vendors that provide off-site storage services, auditing them for compliance and control procedures, and notifying Gap of any issues. 


 

	 	(9)	Advising Gap of any modifications to agreements with Third Party Vendors providing off-site storage that would improve the efficiency of the Services or otherwise benefit Gap.


  

	 	(10)	Managing the inventory of off-site media. 

  

	 	(11)	Providing an emergency media return process. 

  

	 	(12)	Complying with, and reviewing compliance with, physical specifications, retention periods and Gap’s Policies and Procedures. 

  

	 	11.8	Backup and Recovery – Servers 

 Supplier’s responsibilities for Server backup and recovery services include: 
  

	 	(a)	Assuming full responsibility for Gap’s Server Environment data backup requirements, including periodic * and * from the *. 

  

	 	(b)	Implementing and maintaining the backup and recovery infrastructure solution in compliance with Gap technology architecture requirements and in accordance with Gap’s corporate
standards and in accordance with the Procedures Manual. 

  

	 	(c)	Performing Server data backup and recovery as required and in accordance with the Procedures Manual. 

  

	 	(d)	Performing a server data backup of Servers when they are initially Installed and configured so that all Servers can be restored to their original state. Supplier shall verify that
these initial backups are valid. 

  

	 	(e)	Performing Server data backup prior to performing any maintenance on a Server so that the Server Environment can be successfully rolled back in the event that the maintenance is not
successful. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(f)	Periodically, and not less frequently than once per *: 

  

	 	(1)	*; and 

  

	 	(2)	*. 

  

	 	(g)	Managing, maintaining and applying upgrades to backup and recovery Software tools as specified by Gap and in accordance with Section 5 (Change Management) of Exhibit A.2 (Cross
Functional Services). 

  

	 	(h)	Maintaining the backup and recovery environment such that any server can be backed up and restored in a timeframe acceptable to Gap, including keeping online versions of all backups
for at least * after the backup is performed so that the majority of restorations are performed disk to disk, not from a tape backup. (This does not relieve Supplier of the obligation to also maintain off-site backups.) 

  

	 	(i)	Working with Gap in accordance with Section 5 (Change Management) of Exhibit A.2 (Cross Functional Services) to Resolve Incident and Problem Resolution and support issues.


  

	 	(j)	Creating, maintaining and providing Documentation to Gap as required for Gap to monitor Supplier’s compliance with backup and recovery requirements, including retention and
storage requirements set forth in Gap’s Polices and Procedures and the Procedures Manual. 

  

	 	(k)	Performing Documentation control/update functions on all Operational Documentation. 

  

	 	(l)	Installing backup Servers, tape, disk and other Equipment required to Maintain a support level for the Servers necessary to meet Gap’s Business Objectives.


  

	 	11.9	Backup and Recovery – Client Data on a Server 

 Supplier’s responsibilities for client data on a Server backup and recovery services include: 
  

	 	(a)	Assuming full responsibility for Gap’s Client Device system data that is stored on a Server backup requirements, including * and * from the *. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(b)	Implementing and maintaining the Client Device data that is stored on a Server backup and recovery infrastructure solution in compliance with Gap technology architecture
requirements and in accordance with Gap’s corporate standards and in accordance with the Procedures Manual. 

  

	 	(c)	Maintaining the Client Device data that is stored on a Server backup and recovery environment such that any Client Device can be backed up and restored in a timeframe acceptable to
Gap, including keeping online versions of all backups for at least * after the backup is performed so that the majority of restorations are performed disk to disk, not from a tape backup. (This does not relieve Supplier of the obligation to also
maintain off-site backups.) 

  

	 	(d)	Managing, maintaining and applying upgrades to Client Device data that is stored on a Server backup and recovery system Software tools as specified by Gap and in accordance with the
Section 5 (Change Management) of Exhibit A.2 (Cross Functional Services). 

  

	 	(e)	Periodically, and not less frequently than once per *: 

  

	 	(1)	*; and 

  

	 	(2)	*. 

  

	 	(f)	Providing * and * for Client Device data that is stored on a server backup and recovery as required by the Help Desk in response to Authorized User requests.


  

	 	(g)	Contacting Gap and/or Third Parties in accordance with Section 5 (Change Management) of Exhibit A.2 (Cross Functional Services) as necessary and working with them on Incident
and Problem Resolution and support issues. 

  

	 	(h)	Creating, maintaining and providing Documentation to Gap as required for Gap to monitor Supplier’s compliance with backup and recovery requirements, including retention and
storage requirements set forth in the Procedure Manual. 

  

	 	(i)	Performing Documentation control/update functions on all operational Documentation. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	XII.	ASSET MANAGEMENT 

  

	 	12.1	Asset Inventory and Management Systems 

  

	 	(a)	Supplier shall have full responsibility for maintaining and keeping current the global Gap IT asset inventory and management systems and configuration management database
(“[Asset System Name]”) and such Services include (“Asset Inventory and Management”): 

  

	 	(b)	Supplier’s Asset Inventory and Management responsibilities include: 

  

	 	(1)	Utilizing asset management tools for Equipment and Software that support auto discovery, facilitate effective deployment and re-use of Gap and Supplier-owned Equipment and Software,
and enable a common view in terms of information access and presentation by Gap and Supplier. 

  

	 	(2)	Providing the Gap Asset Inventory and Management data to authorized Gap personnel and Supplier Help Desks, as required for to comply with Section 5 (Change Management) of
Exhibit A.2 (Cross Functional Services), and as required for other Help Desk tools and processes, including verifying inventory information upon a Help Desk request for on-site service. 

  

	 	(3)	Conducting ongoing inventory reconciliation via random physical inventory verifications and verifications of local inventories when performing Equipment Installations per the
Procedures Manual. 

  

	 	(4)	Verifying, where appropriate, inventory information upon an Authorized User’s request for * or * received from the Help Desk. 

  

	 	(5)	Continually updating the Gap Asset Inventory and Management systems by removing assets that are no longer in use to the extent Supplier is aware of such assets, modifying asset
information due to asset relocation and/or use by a different Gap Authorized User, modifying asset information due to upgrades, Software updates, adding new asset information upon Implementation of new Equipment or Software and when additional Gap
information is provided, and validating asset inventory records of Third Party Vendors (e.g., Third Party Vendors providing Equipment disposal services). 

  


	 	12.2	Configuration Management 

 Subject to the
Procedures Manual, Supplier’s responsibilities for configuration Management for all Equipment and Software include: 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(a)	Providing the information required by Gap and in the format specified by Gap to include all Equipment and Software configurations utilized by each Authorized User and/or within the
Gap IT Environment, including the individual Equipment and Software components. 

  

	 	(b)	Maintaining and updating a library of information and Documentation for any new, enhanced or modified Equipment and Software Installed by Supplier in the Gap IT Environment.


  

	 	(c)	Evaluating alternative configurations and recommending solutions that provide significant cost reductions or performance improvements to Gap. 

  

	 	(d)	Complying with the Procedures Manual and Gap’s standard configurations for Equipment and Software at all times. 

  

	 	12.3	Asset Inventory 

  

	 	(a)	Supplier shall maintain the Asset Inventory and Management system in a format specified by Gap and mutually agreed to by the supplier, to the extent possible with industry standard
practices, such that it contains accurate and current list and description of all Equipment and Software by conducting an inventory of Equipment and Software provided or supported by Supplier in connection with the provision of the Services.


  

	 	(b)	The asset inventory and Gap Asset Inventory and Management system shall contain, at the minimum, the following data elements for each asset initial inventory (as applicable for
individual asset types) include: 

  

	 	(1)	* 

  

	 	(2)	* 

  

	 	(3)	* 

  

	 	(4)	* 

  

	 	(5)	* 

  

	 	(6)	* 

  

	 	(7)	* 

  

	 	(8)	* 

  

	 	(9)	* 

  

	 	(10)	* 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(11)	* 

  

	 	(12)	* 

  

	 	(13)	* 

  

	 	(14)	Designation as owned, leased, or licensed and designation of financial responsibility for the asset (Gap or Supplier). 

  

	 	(15)	Ownership, in-service and warranty expiration dates (to be provided or agreed to by Gap for assets in existence as of the Initiation Date). 

  

	 	(16)	Leaseholder and lease term (to be provided or agreed to by Gap for assets in existence as of the Initiation Date. 

  

	 	(17)	Maintenance Third Party Vendor name. 

  

	 	(18)	Identification of Authorized User using the asset, including the business unit or department number, telephone number, Authorized User name, POST handle, HRID, as provided by Gap.


  

	 	(19)	Assigned IP address. 

  

	 	(20)	Additional comments related to condition of the asset. 

  

	 	12.4	Delivery and Staging 

 Supplier’s
responsibilities for delivery and staging of Equipment and Software include: 
  

	 	(a)	Providing delivery and staging Services for Equipment and Software required for the delivery of the Services regardless of financial responsibility for the underlying asset.


  

	 	(b)	Receiving Equipment and Software that are delivered in accordance with valid procurement orders and/or work orders from the Gap and, as to Equipment, assuming responsibility for the
Equipment from the receiving point to Installation of such Equipment at Gap Sites in accordance with the Procedures Manual. 

  

	 	(c)	Verifying that all contents of the delivery are included according to the valid procurement order, work order or other shipping documentation. 

  

	 	(d)	Notifying representatives from Gap, Supplier or any Third Party Vendors that the order has been received and completing and forwarding any required notification associated with
verifying the receipt and contents of the order to the appropriate Gap, Supplier or Third Party Vendor personnel. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(e)	Verifying that the Equipment and Software shall be stored in a secure area and not subject to extreme heat, cold, or dampness. 

  

	 	(f)	Providing at Supplier facilities, or assisting at Gap facilities logistics services (for example, provisioning, Site preparation, etc.) associated with the movement of the Server
Equipment or Software from Third Party Vendors to staging facilities. 

  

	 	(g)	All Installation plans shall provide that once the Equipment and/or Software has reached its final staging destination and prior to its actual Installation, Supplier shall have the
following responsibilities unless otherwise agreed to by Gap: 

  

	 	(1)	Unloading, uncrating and/or removing the packaging used to ship and contain the product and staging for removal all shipping and packaging materials from Gap’s premises in an
environmentally responsible manner. 

  

	 	(2)	Assembling and/or testing the product, including assembling a complete or partial configuration, if required by the applicable Installation plan. 

  

	 	(3)	Using the Gap standard configuration for the underlying type of Equipment and/or Software for all new Equipment and Software if required, unless otherwise Approved by Gap.


  

	 	(4)	Providing configuration specifications and assembly/test instructions to Supplier’s personnel or Third Party Vendor for Installation in electronic format and/or paper copy as
needed. 

  

	 	(5)	Providing all parts and materials necessary for proper assembly and Installation of Equipment, Software and Services, exclusive of electrical power and environmental resources and
any other materials specifically agreed with Gap or a Third Party Vendor. 

  

	 	(6)	Providing timely input into * in accordance with Section 12.1 (Asset Inventory and Management Systems) and providing the Help Desk with the necessary information to provide
accurate billing and order/inventory Management, including affixing asset tags as required by Gap. 

  

	 	(7)	Coordinating with all Third Party Vendors who supply peripheral or ancillary Equipment or Software. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(8)	Providing replacement parts/units to remedy out-of-box failures or Equipment found inoperable during assembly and Installation. 

  

	 	12.5	Software License Management and Compliance 

 Supplier’s responsibilities for Software license Management and compliance include: 
  

	 	(a)	Continuously Monitoring and managing compliance with all Software licenses by monitoring and auditing all Software use, regardless of whether Gap or Supplier is financially
responsible for the Software. 

  

	 	(b)	Proactively monitoring the use of the Software to maintain strict compliance with the applicable license, including: 

  

	 	(1)	On a * basis, provide Gap with a report that identifies the number of licenses installed for each Software product and compare such number against the number of licenses purchased.


  

	 	(2)	Immediately notifying and advising Gap of all Software license compliance issues associated with the Services and Gap retained Software. 

  

	 	(3)	Where Supplier is financially responsible for Software associated with the Services, providing the Software and acquiring the correct number of the licenses to be compliant with
Third Party Vendor requirements. 

  

	 	(4)	Where Gap is financially responsible for Software, Gap shall notify Supplier of the license limitations or parameters associated with the use of Software, along with any other
pertinent licensing and use information related to the Software. 

  

	 	(5)	Monitoring the Equipment for the presence of any unauthorized or non-standard Software through electronic or other means. 

  

	 	(6)	Immediately notifying Gap of any unauthorized Software identified in Gap’s IT Environment, and confirming on a * basis that all Software products in the Gap IT Environment are
authorized. 

  

	 	(7)	Filing and tracking Software license agreements for which Supplier is responsible. 

  

	 	12.6	Technology Refresh 

  

	 	(a)	As directed by Gap, Supplier shall upgrade and replace Equipment and Software (“Refresh”) throughout the Term in accordance with the Refresh 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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obligations of the Agreement as specified further in Exhibits D.18 (Refresh Schedule) and D.6 (Technical Architecture and Product Standards).



  

	 	(1)	Refresh shall be done in accordance with Gap’s technical architecture and standards of the annual plan. 

  

	 	(2)	Where Supplier is financially responsible for Equipment and Software used in conjunction with the Services, Supplier shall refresh the assets in accordance with Section 5
(Change Management) of Exhibit A.2 (Cross Functional Services). 

  

	 	(3)	Where Gap is financially responsible for Equipment and Software used in conjunction with the Services, Supplier shall Implement and support the new assets provided by Gap, subject
to Section 5 (Change Management) of Exhibit A.2 (Cross Functional Services). 

  

	 	(4)	The financial responsibility for various categories of Equipment and Software is provided in the Financial Responsibility Matrix (Exhibit C.7). 

  

	 	(b)	The refresh schedule shall be in accordance with Exhibits D.18 (Refresh Schedule) and D.6 (Technical Architecture and Product Standards) or as otherwise agreed by the Parties. Gap
reserves the right to modify the Refresh schedule based on its business requirements, subject to Section 5 (Change Management) of Exhibit A.2 (Cross Functional Services) for purposes such as Gap business requirements, technological obsolescence
or failure, volume Changes, ability to increase efficiency, ability to lower Gap’s costs, and/or the need to Maintain required Third Party Vendor support. 

  

	 	(c)	Regardless of the ownership or financial responsibility for Equipment and Software subject to Refresh by Supplier, as part of the Refresh, Supplier shall: 


 

	 	(1)	Provide personnel adequately trained in the use of the Equipment or Software to be deployed as part of the Refresh. Such training shall occur prior to the Refresh.


  

	 	(2)	Design and execute the Refresh plan with minimal disruption to Gap’s business operations subject to the Refresh. 

  

	 	(3)	Use Supplier’s best practices and effective automation tools during Refresh deployment. 

  

	 	(4)	Perform all Changes to Equipment and Software in accordance with Section 5 (Change Management) of Exhibit A.2 (Cross Functional Services) and reflect all such Changes in *.


  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	12.7	Effective Use of Equipment and Third Party Software 

 Supplier’s responsibilities for the effective use of Equipment and Third Party Software include: 
  

	 	(a)	Providing to Gap * reports, identifying strategies and approaches that shall result in the elimination of unnecessary Equipment or Third Party Software, or modifications to existing
Equipment and Third Party Software that Supplier believes shall provide Gap with increased efficiency, increased performance, or cost savings. Examples include elimination of redundant Equipment, consolidation of multiple Servers where a single unit
would satisfy Gap’s needs. 

  

	 	(b)	*, providing to Gap a written report and reviewing with Gap the efficiency opportunities available to Gap and/or reviewing Changes that have already been made with Gap’s
Approval. 

  

	 	(c)	*, making recommendations to Gap for increased efficiency regardless of the party (either Supplier or Gap) that has financial responsibility for an underlying asset.


  

	XIII.	EQUIPMENT AND SOFTWARE SUPPORT 

  

	 	13.1	Current Deployed Products 

 A description of
Gap’s current Equipment and Software requirements that are Approved by Gap and designated for standard use within the Gap IT Environment (the “Current Deployed Products”) is set forth on Exhibit D.6 (Technical Architecture and Product
Standards). A description of Gap’s list of approved Equipment and Software, and configurations for use by Gap Authorized Users is set forth Gap’s IT architecture framework and IT standards and may be modified by Gap and agreed to by
Supplier from time to time. To the extent Supplier recommends any additions, Changes or modifications to the Current Deployed Products, it shall submit such recommendations to Gap for review and Approval. 
  

	 	13.2	Equipment and Software Maintenance and Support 

 Supplier’s responsibilities for Equipment and Software maintenance include: 
  

	 	(a)	Coordinating and managing all Third Party Vendors that provide maintenance-related support for Equipment and Software used to provide the Services and performing these
responsibilities regardless of the Party (Supplier or Gap) that has financial responsibility for the underlying asset and maintenance expenses. 

  

	 	(b)	Scheduling and performing all maintenance of Equipment and Software in accordance with this Section 13 (Equipment and Software Support), and Section 5 (Change Management)
of Exhibit A.2 (Cross Functional Services) and in a manner that minimizes disruption to Gap’s business operations. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(c)	Where Supplier is financially responsible for the underlying Equipment or Software maintenance expense, providing (or arranging for qualified third parties to provide in accordance
with Subcontractors of the Agreement), maintenance for such Equipment and Software. Where Gap is financially responsible for the underlying Equipment or Software maintenance expense, Supplier shall provide or arrange for such qualified Third Party
Vendors to provide, maintenance for such Equipment and Software. Such maintenance shall be provided to keep the assets in good operating condition and in accordance with manufacturer’s specifications or other agreements as applicable, so that
such assets shall qualify for the manufacturer’s standard maintenance plan upon sale or return to a lessor. 

  

	 	(d)	Performing maintenance for Equipment and Software to meet specified Service Levels at all times. 

  

	 	13.3	Equipment Operations and Support 

 The operational
responsibility for various categories of Equipment is provided in the Financial Responsibility Matrix (Exhibit C.7) and as is described in the Statements of Work. Where Supplier is obligated to provide operational and technical support for
Equipment, Supplier’s responsibilities include: 
  

	 	(a)	Providing Tier 2 and Tier 3 Support in accordance with Section 10 (Help Desk/Tier 2 and Tier 3 Support) of Exhibit A.2 (Cross Functional Services). 

  

	 	(b)	Resolving Incidents and Problems associated with Equipment and providing maintenance and Break/Fix support in accordance with Section 11 (Incident and Problem Management) of
Exhibit A.2 (Cross Functional Services). Supplier is ultimately responsible for Resolving all Problems associated with failure or degradation of Services related to Equipment. 

  

	 	(c)	Testing and validating compatibility or special requirements before Installation of any item of Equipment. 

  

	 	(d)	Providing periodic reporting (on at least a * basis, as requested by Gap) to Gap on all of Supplier’s Equipment support activity. 

  

	 	(e)	Complying with the Procedures Manual with respect to creating, Maintaining and updating Documentation that reflects the complexity of the Gap IT Environment and enhances the
Software support process. 

  

	 	(f)	Where Supplier has operational responsibility for Equipment, the operations and support requirements include: 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(1)	Providing all operations and support for all Standard Equipment and new Equipment that is deployed throughout the Term. 

  

	 	(2)	Installing, moving, adding, and changing Equipment and related peripherals in accordance with Section 5 (Change Management) of Exhibit A.2 (Cross Functional Services).


  

	 	(3)	Electronically monitoring Equipment used to provide the Services to verify that it is in good working order. For any Equipment that is not capable of being monitored electronically,
Supplier is responsible for its maintenance and for verifying that it is in good working order. 

  

	 	(4)	Mitigating or eliminating Equipment Incidents and Problems in accordance with Section 5 (Change Management) of Exhibit A.2 (Cross Functional Services) and agreed upon Gap IT
procedural guidelines for priority levels. 

  

	 	(5)	Coordinating efforts with Third Party Vendors providing services or maintenance to keep Equipment and Software operating effectively. 

  

	 	(6)	Performing proactive and reactive troubleshooting, which may include maintenance activities, to effectively identify potential Incidents and Problems, and attempting to eliminate
Incidents relating to or affecting the Equipment before they occur. 

  

	 	(7)	Identifying the scope of an Incident and/or Problem relating to Equipment and providing operational and technical assistance to Resolve the Incident and Problem.


  

	 	(8)	In the event Supplier must replace Equipment and/or Software to conduct a repair, copying data and performing backups. 

  

	 	(g)	For all Equipment purchased or leased by Gap from Supplier (including Supplier’s resellers or authorized distributors) and deployed within the Gap IT Environment, Supplier
shall provide all required maintenance and support, including performing repairs, during the applicable OEM warranty period as part of the Services (and in the case of Client Devices, issue replacements based on the Gap-specified clip levels).


  

	 	(h)	For all Equipment not purchased or leased by Gap from Supplier (including Supplier’s resellers or authorized distributors) and deployed within the Gap IT Environment, Supplier
shall (1) coordinate and manage all Third Party Vendors that provide OEM warranty service or support and (2) perform all non-warranty repairs. 

  


					
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	 	13.4	Remote Support and Maintenance of Equipment and Software 

 Supplier’s responsibilities for providing remote support and maintenance services for Equipment and Software for Gap Sites at which on-site support is not available as designated on Exhibit D.17 (Gap Sites) not including attached
peripherals, include: 
  

	 	(a)	Supporting and repairing Equipment and Software using remote system management tools, in which corrective maintenance can be performed on an Authorized User’s machine via
remote access to the Equipment by Supplier. 

  

	 	(b)	Providing supplemental tools to enable such remote support. 

  

	 	13.5	System management 

 Subject to mutual approval,
Supplier shall Install and customize tools and processes to allow automated and remote system management of the Gap IT Environment. Such processes shall include Software distribution, backups, performance measurement, tuning, license and asset
management and others. 
  

	 	(a)	Supplier shall monitor for, work to proactively prevent, and remove Malware on the Equipment. 

  

	 	(b)	Providing analysis and recommendations on communication protocols on systems. 

  

	 	13.6	Server Equipment Disposal 

 Supplier’s
responsibilities for the redeployment and disposal of Equipment include: 
  

	 	(a)	All Supplier owned Equipment deployed in the Gap IT Environment or otherwise used by Supplier to provide the Services, performing de-Installation and/or re-deployment of Equipment
in accordance with Section 5 (Change Management) of Exhibit A.2 (Cross Functional Services), complying with the backup requirements set forth in this Agreement and permanently removing all Software and Gap Data that may exist on any storage
media (either fixed, removable, or shared) upon de-Installation from the Gap IT Environment, all in the Procedures Manual. 

  

	 	(b)	Upon redeployment or disposal of any Equipment, making the necessary updates in the Gap Asset Inventory and Management system. 

  

	 	(c)	To the extent the Equipment is owned or leased by Gap, Supplier’s responsibilities include, as a Non-Recurring Initiative: 

  


					
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	 	(1)	Disposing or re-deploying such Equipment as directed by Gap. 

  

	 	(2)	Arranging for the return of the Equipment to a central location at Gap’s expense or re-deploying Equipment as requested by Gap. 

  

	 	(3)	If the Equipment is to be disposed of and is in usable condition, disposing of the Equipment as directed by Gap. Gap is financially responsible for all reasonable disposal costs and
expenses. 

  

	 	(4)	Disposing of unusable Equipment in an appropriate, environmentally responsible manner and in accordance with the Procedures Manual and applicable laws and regulations.


  

	 	(5)	If the Gap owned Equipment is sold for salvage, crediting Gap the Equipment’s salvage price, if any, actually received by Supplier; provided, however, that in no event shall
Supplier re-sell any without Gap’s prior Approval. 

  

	 	(d)	To the extent the Equipment is owned or leased by Supplier, Supplier is financially responsible for all reasonable disposal costs and expenses. Supplier shall dispose of all such
Equipment in an appropriate, environmentally responsible manner in accordance with the Procedures Manual. 

  

	 	13.7	Software Support 

 The operational responsibility
for various categories of Software is provided in the Financial Responsibility Matrix (Exhibit C.7) and as is described in the Statements of Work. Where Supplier is obligated to provide operational and technical support for Software, Supplier’s
responsibilities include: 
  

	 	(a)	Providing and/or coordinating Tier 2 and Tier 3 Support in accordance with Section 10 (Corporate Help Desk/Tier 2 and Tier 3 Support) of Exhibit A.2 (Cross Functional
Services). 

  

	 	(b)	Correcting Incidents and Problems associated with Software and providing the necessary maintenance and Break/Fix support in accordance with Section 11 (Incident and Problem
Management) of Exhibit A.2 (Cross Functional Services). Supplier is ultimately responsible for Resolving all Problems associated with failure or degradation of Services related to Software. 

  

	 	(c)	Proactively monitoring and assessing recommended and required corrections to Software from Third Party Software Vendors, and submitting recommendations for Implementation of these
to Gap for Approval. 

  


					
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	 	(d)	Installing Third Party supplied corrections and patches to all Software as Approved by Gap. 

  

	 	(e)	Assist in testing and validating compatibility or special requirements before Installation. 

  

	 	(f)	Providing periodic reporting (at least *, as requested by Gap) to Gap on all Software support activity. 

  

	 	(g)	Complying with the Procedures Manual with respect to creating, maintaining and updating Documentation that reflects the complexity of the Gap IT Environment and enhances the
Software support process. 

  

	 	(h)	Installing and implementing revisions of all Software as required by Gap and in accordance with the terms of the Agreement. 

  

	 	(i)	Recommending appropriate methods and tools to improve and increase automation in Gap’s IT Environment, and working with Gap and other third parties to promote compatibility of
Software products and Equipment. 

  

	 	(j)	Maintaining master copies of the Software associated with Current Deployed Products in a secure, central location and providing Gap with access to this Software upon request.


  

	 	(k)	Unless otherwise directed by Gap, Installing, upgrading, and changing Software to prescribed release levels. Software currency and release levels are described in Section 13.10
(Software Currency and Release Levels). 

  

	 	(l)	Installing third party-supplied revisions for Third Party Software Problems, as scheduled in accordance with Section 5 (Change Management) of Exhibit A.2 (Cross Functional
Services). 

  

	 	(m)	Providing Gap with notice of all Installations and upgrades of Software that are planned to occur *. The parties shall mutually agree on the timing of the Implementation of all
upgrades in accordance with Section 5 (Change Management) of Exhibit A.2 (Cross Functional Services). 

  

	 	(n)	Coordinating testing, Installation, customization and support of Software with Supplier’s, Gap’s and Third Party Vendor Application Development and Maintenance personnel,
Gap Authorized Users, and other third parties as required by Gap. 

  

	 	13.8	Electronic Software Distribution 

 Supplier’s
responsibilities with respect to electronic Software distribution include: 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(a)	Implementing an electronic Software distribution tool to distribute new Software to Equipment. Gap may also require alternative transport methods (for example, CDs, etc.) due to
size and bandwidth parameters. 

  

	 	(b)	Scheduling Software distributions with Gap to minimize Authorized User disruption, and minimal Authorized User assistance and interaction, to support time-critical release upgrades,
deploy urgent patches, follow Gap “quiet period,” comply with the Procedures Manual and Maintain current projects. 

  

	 	(c)	Installing Software via an automated installation package without Authorized User interaction. 

  

	 	(d)	Providing Software distribution processes consistent with the configurations associated with current deployed products as required to support different environments in an automated
way 

  

	 	(e)	Prepare and test Software distribution packages and scripts. 

  

	 	(f)	Providing an effective back-out process that is utilized where necessary. 

  

	 	(g)	Providing and implementing processes to link Software distributions and Equipment inventories to verify the success of local and global deployments and to implemented, track and
recorded the configurations in *. 

  

	 	(h)	Maintaining systems and procedures to effectively distribute anti-Malware Software to Gap Server Equipment as currently deployed, in accordance with Section 2.2 (Malware
Protection) of Exhibit A.2 (Cross Functional Services). 

  

	 	13.9	Automated and Remote system management 

  

	 	(a)	Supplier shall utilize tools and processes, including those identified on agreed upon Tools, to allow automated and remote system management of the IT Environment. Examples of such
tools and processes include: 

  

	 	(1)	Broadcast Software distribution. 

  

	 	(2)	License Management tools. 

  

	 	(3)	Performance measurement and tuning. 

  

	 	(4)	System monitoring. 

  

	 	(5)	Backup/Business Continuity. 

  

	 	(6)	Server administration; Server Management re-configuration. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(7)	Automatic alerting and the process proposed for notifying Gap. 

  

	 	(b)	When requested by Gap, Supplier shall assist Gap in the evaluation, implementation and maintenance new tools and processes for automated and remote system management and restoration
of Servers. 

  

	 	(c)	Implementing and using tools allowing automated and remote system management and monitoring of the Equipment and Software Gap IT Environment. Such tools shall be used to assist
Authorized Users by allowing Supplier to remotely monitor, manage, or restore Equipment and Software utilized by Authorized Users. Gap’s Approval is required for Supplier’s use of such tools, and the extent to which they may be used.


  

	 	(d)	Implementing tools to actively monitor and manage Gap’s IT Environment, with the goal of moving Gap’s IT Environment from reactive to proactive monitoring; and
implementing management tools to enhance the stability and function of the Gap IT Environment. 

  

	 	13.10	Software Currency and Release Levels 

  

	 	(a)	Subject to this section 13.10 (Software Currency and Release Levels) Supplier shall provide support for all Software versions and release levels that exist in the Gap IT Environment
as of the Initiation Date until otherwise directed by Gap. 

  

	 	(b)	Unless otherwise directed by Gap, Supplier shall support Software under its operational responsibility at a recently released and generally available version of the Software (the
“N” or “N-1” release level for the longer of (1) the * following version N’s general public availability or (2) the time the licensor discontinues standard commercially available support and maintenance for such
version or release. 

  

	 	(1)	“N” shall mean the current and generally available major release of a Software product, including all service packs, releases or dot releases (e.g., as of the Initiation
Date, *, * and *). 

  

	 	(2)	“N-1” shall mean the generally available previous major release of a Software product, including all service packs, updates or dot releases (e.g., as of the Initiation
Date, *, *, *). 

  

	 	(c)	As directed by Gap, Supplier shall support release N-2 and earlier versions in the Gap IT Environment of the Software until the date the licensor discontinues standard commercially
available support and maintenance for such version or release. 



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	13.11	Equipment and Software Evaluation and Testing 

 Supplier shall evaluate and test Equipment and Software and related products prior to its use or deployment in Gap’s IT Environment and/or inclusion in the list of Current Deployed Products (“Evaluation and Testing”).
Supplier shall have primary responsibility for Evaluation and Testing, subject to Approval from Gap. Additional Supplier responsibilities include: 
  

	 	(a)	Upon request by Gap, providing information to differentiate different Equipment and Software and participating in and provide Gap with reports summarizing evaluations involving new
Third Party Equipment, Software, products and services. 

  

	 	(b)	As part of Evaluation and Testing, participate with Gap in evaluating new types of Equipment and Software (including testing of various configurations and combinations of Equipment
and Software) that are being considered for deployment within Gap. 

  

	 	(c)	Support Gap in determining interoperability and performance measures for specific configurations of Equipment and Software provided for in the Standard Catalog, including unit
testing, systems integration testing, connectivity testing, load testing and Applications integration testing. 

  

	 	(d)	The interoperability and performance testing may require the use of specific Equipment, Software, and/or telecommunications. Supplier shall identify support and Coordinate these
requirements with other Gap IT functions and Third Party Vendors. 

  

	 	(e)	Evaluation and Testing shall be performed in any or all of the following environments prior to deployment: 

  

	 	(1)	A Gap test environment, which may be a laboratory, a test domain, or a test pilot Implementation. 

  

	 	(f)	Providing a complete test plan to Gap before Evaluation and Testing, as requested by Gap. 

  

	 	(g)	Reporting Evaluation and Testing findings and making recommendations to Gap. 

  

	 	13.12	Connectivity 

 Supplier’s responsibilities
with respect to connectivity include: 
  

	 	(a)	Providing and managing telecommunication connectivity (data, voice, video, or other) in support of the Services. 

  


					
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	 	(b)All	Supplier personnel not physically present at specified Gap Sites shall connect to the Gap Network via Supplier-provided VPN. 

  

	XIV.	SOFTWARE INVENTORY AND * 

  

	    	* 

  

	 	(a)	Identifying each item of * that it identifies that is deployed in the Gap IT Environment; 

  

	 	(b)	As to both * and *, work with Gap in determining the business use such software supports; 

  

	 	(c)	Assist Gap in determining the duration of Gap’s use of the *; 

  

	 	(d)	*; 

  

	 	(e)	As to * and *: 

  

	 	(1)	Supplier shall provide a *, including as applicable the *; and where applicable, identification of Supplier software *; and 

  

	 	(2)	Supplier shall provide such other recommendations as to the * and/or * that are consistent with Supplier’s best practices for managing such *. 

 On a * basis during the *, Supplier shall provide a * to * of Supplier’s findings to date on each of the above issues, and within * after the *,
Supplier shall submit its * of Supplier’s findings on each of the above issues. 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	XV.	GAP RESPONSIBILITIES 

  

	 	15.1	General 

 Except as otherwise agreed by the parties
under this Agreement, Gap will be responsible for the items listed below. Subject to Section 17.2 (Interfering Acts) of the Agreement, nothing in this Section 15 (Gap Responsibilities) shall relieve Supplier of its obligations under this
Statement of Work or the Agreement. With respect to the items and access provided by Gap, as set forth in this Section, Supplier shall use commercially reasonable efforts to utilize such items and access to such systems only to the extent necessary
for, and only in the performance of Services under this Statement of Work. 
  

	 	15.2	Gap Retained Responsibilities 

  

	 	(a)	Provide on-site support at remote locations where there is no permanent Supplier staff, for Server reset, tape backup mounts, print services, as mutually agreed. Such support will
be English speaking to provide hands and eyes for Supplier Global Services support staff who are remote to those locations. 

  

	 	(b)	Provide information that would assist Supplier in performing Supplier’s obligations regarding capacity planning based on Gap’s requirements, usage or business plans.


  

	 	(c)	Provide racks and floor space for all current tapes and archive tapes required. 

  

	 	(d)	Request data restoral services for data if it is required. 

  

	 	(e)	Provide Application support, including development and maintenance, and compliance with the promotion to production process detailed in the Procedures Manual.


  

	 	(f)	Provide Applications support to assist Supplier in server consolidation as agreed to in the Server consolidation plan. 

  

	 	(g)	Retain asset ownership and financial responsibility for maintenance and support of all network printers as set forth in the Financial Responsibility Matrix (Exhibit C.7).


  

	 	(h)	Provide Tier 2 and Tier 3 support for Gap retained Software as identified and mutually agreed to in writing during Transition Period. 

  

	 	(i)	Pay the shipping costs for disposal of Gap-owned Servers. 

  

	 	(j)	Be responsible for disposal of the mainframe hardware and Gap owned Software when the mainframe is retired. 

  


					
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	 	(k)	Retain * as set forth in the Agreement. 

  

	 	(l)	Retain * and *. 

  

	 	(m)	Retain * and * for Gap owned facilities as set forth in the Agreement. 

  

	 	(n)	Gap engineering shall be responsible for transforming and translating Gap’s business requirements into system requirements and working with Supplier on technical designs for
the Gap Server Environment. Specifically, Gap shall: 

  

	 	(1)	Verify requirements 

  

	 	(2)	Perform initial assessment 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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 Exhibit B 
 Service Level Agreement 
 To 
 Master Services Agreement 
 Dated: January 13, 2006 
 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap, Inc. and IBM, this
document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  







 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
	1.	  	GENERAL	  	1
			
	2.	  	EXHIBITS	  	1
			
	3.	  	REPORTING	  	1
			
	4.	  	SERVICE LEVEL CREDITS	  	2
			
	5.	  	*	  	4
			
	6.	  	PRESUMPTIVE SERVICE LEVELS	  	5
			
	7.	  	SET SERVICE LEVELS	  	6
			
	8.	  	ADDITIONS, DELETIONS, MODIFICATIONS AND NOTICE REQUIREMENTS	  	6
			
	9.	  	PROCESS FOR ADDITIONS AND DELETIONS OF SERVICE LEVELS	  	7
			
	10.	  	COMMENCEMENT OF OBLIGATIONS	  	8
			
	11.	  	COOPERATION	  	8
			
	12.	  	IMPROVEMENT PLAN FOR SERVICE LEVELS	  	9
			
	13.	  	MEASURING TOOLS	  	9
			
	14.	  	SINGLE INCIDENT/MULTIPLE DEFAULTS	  	9
			
	15.	  	CONTINUOUS IMPROVEMENT - SERVICE LEVELS	  	9
			
	16.	  	EXCLUSIONS	  	10
			
	17.	  	TERMINATION FOR CHRONIC SERVICE LEVEL DEFAULT	  	11



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

 - i - 









 GAP CONFIDENTIAL 
  

 1. GENERAL 
 This
Exhibit B (Service Level Agreement) to the Agreement (this “Service Level Exhibit”) sets forth certain Critical Service Levels, Service Level Objectives, and Critical Deliverables against which, among other Agreement requirements,
Supplier’s performance shall be measured. As of the Initiation Date (or as otherwise specified in the Agreement), Supplier shall perform the Services at or above the levels of performance set forth in this Service Level Exhibit. As of the
Initiation Date, there are two categories of Service Levels (for both Critical Service Levels and Service Level Objectives); 
  

	 	1.1	Presumptive Service Levels, for which Presumptive Service Level targets are identified and specific measurement periods are set) which are further detailed in Section 6
(Presumptive Service Levels) below; and 

  

	 	1.2	Set Service Levels, for which the Expected Service Level target has been established, validated and committed, and which are further detailed in Section 7 (Set Service Levels)
below. 

 Terms used herein with initial capital letters shall have the meanings set forth in the Definitions section of the Agreement. Terms
used herein with initial capital letters and not otherwise defined in the Agreement shall have the meanings set forth in the Attachment A: Definitions, to this Service Level Exhibit. 
 2. EXHIBITS 
 The following additional Exhibits hereby incorporated into this Service Level Exhibit by reference:

 Attachment A: Definitions 
 Exhibit B.1: Service Level Matrix 
 Exhibit B.2: Critical Deliverables 
 Exhibit B.3: Measuring Tools and Methodologies 
 3.
REPORTING 
 Except during Peak Period and as otherwise specified in this Service Level Exhibit, each Critical Service Level and Service Level Objective
shall be measured by Supplier on a *. During Peak Period, the Peak Critical Service Levels and Peak Service Level Objectives shall be measured by Supplier on a *. The Parties will mutually agree on the specific measurements subject to this
requirement and consistent with the reporting tools available at the time. 
 As to * reporting, Supplier shall provide to Gap, as part of Supplier’s *
performance reports, a set of accurate hard and soft copy reports to verify Supplier’s performance and compliance with the Critical Service Levels, Service Level Objectives and 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

 1 









 GAP CONFIDENTIAL 
  

 Critical Deliverables. All such reports shall be provided to Gap on or before the * being reported. As set forth in
Exhibit B.1 (Service Level Matrix), the provision of such initial report shall be a Critical Deliverable. 
 As to * reporting, Supplier shall provide to
Gap, as part of Supplier’s * performance reports, a set of accurate hard and soft-copy reports, in a form reasonably acceptable to the Parties, to verify Supplier’s performance and compliance with the Peak Critical Service Levels and Peak
Service Level Objectives. All such reports shall be provided to Gap on or before the * being reported. 
 Supplier shall provide detailed supporting
information for each report to Gap in machine-readable form suitable for use on a personal computer. The data and detailed supporting information shall be Gap’s Confidential Information, and Gap may access such information online and in
real-time, where feasible, at any time during the Term. 
 4. SERVICE LEVEL CREDITS 
 In the event of a Service Level Default, Gap shall receive credits in the amounts set forth in Exhibit B.1 (Service Level Matrix) as to the applicable Critical Service Level. 
  

	 	4.1	If more than one Service Level Default has occurred in a single reporting period, the sum of the corresponding Service Level Credits shall be credited to Gap, even if the multiple
Service Level Defaults occur within the same Performance Category, provided, however, that a single performance failure shall not be double-counted as both a Floor Service Level Default and an Expected Service Level Default for that reporting period
.. 

  

	 	4.2	In no event shall the amount of Service Level Credits credited to Gap with respect to all Service Level Defaults occurring in a single month exceed, in total, the *.


  

	 	4.3	Supplier shall notify Gap in writing if Gap becomes entitled to a Service Level Credit, which notice shall be included in the standard monthly reporting for Critical Service Levels
and Service Level Objectives as described in Section 3 (Reporting). The monthly reports shall also describe any failure to meet Service Level Objectives for the month. 

  

	 	4.4	Supplier acknowledges and agrees that the credits or other rights and remedies set forth in this Service Level Exhibit shall not be deemed or construed to be liquidated damages or a
sole and exclusive remedy, and that all such credits and other rights and remedies are cumulative with all other rights and remedies of Gap. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

 2 









 GAP CONFIDENTIAL 
  


	 	4.5	In the event of a Service Level Default, Supplier shall provide Gap credits as defined below: 

 Exhibit B.1 (Service Levels Matrix) sets forth the information required to calculate the credits that Supplier shall apply against Monthly Charges in the
event of a Service Level Default (“Service Level Credit”). For each Service Level Default, Supplier shall pay to Gap, *, as applicable below, a Service Level Credit that will be computed in accordance with the following formula:

 Service Level Credit = * 
 Where: 
 * 
  

	 	4.6	The total amount of Service Level Credits that Supplier will be obligated to pay to Gap, with respect to Service Level Defaults occurring each month (*), shall be reflected on the
invoice that contains charges for the month following the month in which the Service Level Default(s) giving rise to such credit(s) occurred. For example, the amount of Service Level Credits payable (*) with respect to Service Level Defaults
occurring in August shall be set forth in the invoice for the 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

 3 









 GAP CONFIDENTIAL 
  


	 	 
Monthly Charges (as set forth in Exhibit C (Fees and Resource Baseline) to the Agreement) issued in September. Although Service Level Credits shall be shown
on each monthly invoice, the credits will be payable to Gap on a * as described in *. 


  

	 	4.7	For Service Level Credits that are incurred for performance during *, such amounts as calculated above will be increased by applying *. 

  

	 	4.8	Notwithstanding that Service Level Credits for Peak Period will be credited on a * basis, during Peak Period all corrective action steps, including those in Section 12
(Improvement Plan for Service Levels) of this Service Level Exhibit, and Section 7.3 of the Agreement (Root-Cause Analysis and Resolution) shall be initiated upon identification of the Service Level Default. During peak periods, Supplier shall
initiate root cause analysis within *, providing preliminary problem assessments, emergency workarounds, and proposed alternatives for permanent fixes where they are available and reporting an updated status with each * report.


 5. * 
 Except as to Service Level Credits for performance during the peak period, which Supplier shall not have * opportunities and will be deemed Unrelieved Service Level Credits, Supplier shall have * opportunities with respect to Service Level
Credits as follows: 
  

	 	5.1	Within * after each Contract Year, Supplier shall * to Gap that will include Supplier’s * in that *. 

  

	 	5.2	If, during the preceding Contract Year, Supplier * in effect for such Critical Service Level for that Contract Year, Supplier shall be * any Service Level Credits assessed during
the preceding Contract Year for such Critical Service Level. 

  

	 	5.3	For each Contract Year, any Service Level Credits for which Supplier is * will be considered * for each Contract Year *. The monetary amounts associated with Unrelieved Service
Level Credits shall be credited to Gap on the monthly invoice reflecting charges for the first month of the Contract Year immediately following the Contract Year in which such Unrelieved Service Level Credits occurred. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

 4 









 GAP CONFIDENTIAL 
  


	 	5.4	If the Agreement is terminated prior to the end of the Term, the foregoing process shall be undertaken with respect to the portion of the Contract Year during which the Agreement
was in effect. 

  

	 	5.5	The amount of any credits that have accrued, but have not been issued, as of the expiration or termination of this Agreement shall be paid to Gap within thirty (30) days of the
expiration or termination of this Agreement. 

 6. PRESUMPTIVE SERVICE LEVELS 
  

	 	6.1	Presumptive Service Levels are specified in Exhibit B.1 (Service Level Matrix) for various Services. In cases where insufficient data currently exist, to determine the appropriate
standard for service, a Measurement Study Period will be used to establish an appropriate standard. Supplier will begin measuring its performance against all Presumptive Service Levels on the agreed upon date following the Initiation Date for a *
Measurement Study Period, unless a shorter or longer Measurement Study Period is otherwise agreed upon by the Parties in writing. Should it be determined that a * Measurement Study Period is not indicative of Gap’s normal business cycle, Gap
and Supplier will mutually define another period as the Measurement Study Period. 

  

	 	6.2	The Parties shall monitor and analyze Supplier’s performance as against the Presumptive Service Levels prior to the date such Service Levels become Set Service Levels, and such
Service Levels shall not apply during such period. 

  

	 	6.3	During the agreed upon Measurement Study Period, Supplier will use the tools set forth on Exhibit B.3 (Measuring Tools and Methodologies). Supplier shall bear all costs and expenses
associated with such tools (including the maintenance and modification of such tools), as listed in Exhibit D.8 (Existing Agreements) to the Agreement, unless otherwise set forth in the Agreement as a Gap responsibility. 

  

	 	6.4	During such period, the Parties shall meet and in good faith discuss the propriety of the Presumptive Service Levels given all relevant factors including Gap’s reasonable
business needs; performance during such period; applicable industry standards; performance prior to the Initiation Date; non-recurring (or remedied) events responsible for performance degradation prior to and after the Initiation Date; and steps
either Party has taken, or could take, to improve Service Level performance. 

  

	 	6.5	At the end of the Measurement Study Period, and with the written agreement of the Parties, Presumptive Service Levels will be changed to Set Service Levels. If the * of performance
achieved by 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

 5 









 GAP CONFIDENTIAL 
  


	 	 
Supplier during the applicable Measurement Study Period is *, the Set Service Level will be established at the *. For example, if the Presumptive Service
Level is *, and Supplier averages * performance during the Measurement Study Period, the Set Service Level shall be established at *. 


  

	 	6.6	To the extent that *, such Presumptive Service Levels shall be adjusted as mutually agreed in writing by the Parties and as adjusted shall become a Set Service Level.


  

	 	6.7	If, with respect to any Presumptive Service Level, the Parties do not agree (a) to change a Presumptive Service Level to a Set Service Level pursuant to Section 6.5 above,
or (b) on an adjustment thereto during the Measurement Study Period, such Service Level shall become a Set Service Level as provided in Section 9 (Process For Additions and Deletions of Service Levels) below. 

 7. SET SERVICE LEVELS 
  

	 	7.1	Set Service Levels shall be identified as a Set Service Level in Exhibit B.1 (Service Level Matrix). 

  

	 	7.2	Supplier and Gap shall observe and enforce each Service Level identified as a Set Service Level in Exhibit B.1 (Service Level Matrix) as of the first day of the second full calendar
month of the Term. In addition, for each Service Level identified as a Presumptive Service Level, from and after the first day of the first calendar month following the end of the Measurement Study Period identified in Exhibit B.1 (Service level
Matrix), the Presumptive Service Level as it may have been modified prior to such date by mutual written agreement of the Parties, shall become a Set Service Level. Supplier and Gap shall observe and enforce each Service Level as of the first day
such Service Level is treated as a Set Service Level under this Section 7 (Set Service Levels). 

 8. ADDITIONS, DELETIONS,
MODIFICATIONS AND NOTICE REQUIREMENTS 
 New Performance Categories, Critical Service Levels and Service Level Objectives and assigned Service Level
Credits may be added, deleted, substituted, or modified by Gap as specified in this Service Level Exhibit during the Term, provided, Supplier’s total Service Level Credit At Risk Amount is not increased. 
 Unless otherwise mutually agreed, Gap will send written notice to Supplier at least * prior to the date that additions or deletions to Performance Categories, or
additions or 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

 6 









 GAP CONFIDENTIAL 
  

 
deletions to Service Levels are to be effective. Unless otherwise mutually agreed, Gap will send written notice to Supplier at least * prior to the date that
the elevation of a Service Level Objective to a Critical Service Level, or modifications to the Service Level Credit allocations for any Critical Service Level(s) are to be effective. In the case of written notice of either additions or deletions to
Performance Categories; additions or deletions to Service Levels; the elevation of a Service Level Objective to a Critical Service Level; or modifications to the Service Level Credit allocations for any Critical Service Level(s), *. Notwithstanding
the foregoing, for the duration of the Transition Period (as detailed in Exhibit D.15 (Transition-In Plan) to the Agreement), Service Level Objectives may be elevated to Critical Service Levels without regard to the * referenced above. 

9. PROCESS FOR ADDITIONS AND DELETIONS OF SERVICE LEVELS 
 Gap may
add Critical Service Levels, Performance categories, and Service Levels by sending written notice in accordance with Section 8 (Additions, Deletions, Modifications and Notice Requirements). 
  

	 	9.1	Additions. Gap may add Service Levels in accordance with this Section 9 (Process for Additions and Deletions of Service Levels) by providing written notice in accordance
with Section 8 (Additions, Deletions, Modifications and Notice Requirements). Expected Service Levels and Floor Service Level commitments associated with added Service Levels will be computed as follows: 

  

	 	(a)	Where Gap is elevating a Service Level Objective to Critical Service Level status, the Expected Service Level and Floor Service Level shall be as set forth in Exhibit B.1 (Service
Level Matrix). 

  

	 	(b)	In all other situations, where at least * of Supplier-provided service measurements exist for a particular Service that is being provided by Supplier, the Parties agree that the
Expected Service Level shall be defined as the average of such service measurements for the * Measurement Study Period and that the Floor Service Level shall be defined as the least-favorable service measurement achieved during the * Measurement
Study Period. If the * average equals *%, the Expected Service Level and the Floor Service Level shall be mutually agreed by the Parties. 

  

	 	(c)	Where no measurements exist or less than * exist for a particular Service that is being provided by Supplier, the Parties shall use best efforts to agree on an Expected Service
Level and a Floor Service Level commitment using industry standard measures or Third Party advisory services (for example, Gartner Group, Yankee Group, etc.), or such other process upon which the Parties agree. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

 7 









 GAP CONFIDENTIAL 
  


	 	(d)	If measurements must be obtained for a Service Level addition, and the required measurement tool is not listed in Exhibit B.3 (Measuring Tools and Methodologies) such tool will be
implemented and the Measurement Study Period will commence when the tool has been obtained, installed and is operational. 

  

	 	9.2	Deletions. Gap may delete Critical Service Levels or Service Level Objectives by sending written notice in accordance with Section 8 (Additions, Deletions, Modifications
and Notice Requirements). 

  

	 	9.3	Impact of Additions and Deletions of Critical Service Levels on Service Level Credit Allocation Percentages. When adding or deleting a Critical Service Level, Gap shall
adjust the Service Level Credits so that Supplier’s total Service Level Credit At Risk Amount is not increased. 

 Certain of
Supplier’s obligations under the Agreement are one-time or periodic obligations to deliver Critical Deliverables. Exhibit B.2 (Critical Deliverables) sets forth the Deliverable Credits that shall be payable by Supplier to Gap in the event
Supplier fails to deliver any of the Critical Deliverables (“Deliverable Credits”), within the time period relative to the Initiation Date, specified in Exhibit B.1 (Service Level Matrix). Notwithstanding the foregoing, the total pool for
Deliverable Credits shall not exceed * as set forth in Table C-1 (Annual Services Charge) to Exhibit C (Fees and Resource Baselines). The total amount of Deliverable Credits that Supplier will be obligated to pay to Gap shall be reflected on the
invoice that contains charges for each month during which the Deliverable Credits occurred (for example, the amount of Deliverable Credits payable for failure to deliver any Critical Deliverable(s) in August shall be set forth in the invoice for
August charges issued in September). Unlike Service Level Credits, Deliverable Credits shall be shown in each monthly invoice as an actual credit to the charges and will not be subject to *. 
 10. COMMENCEMENT OF OBLIGATIONS 
 The obligations set forth herein
shall commence on the Initiation Date or as otherwise specified in Exhibit B.1 (Service Level Matrix), referencing “Eff+mos (X).” The numbers used in “Eff+mos (X) are in the format X where “X” represents the number of
months after the Initiation Date when Supplier will be responsible to provide measurement data in support of the Critical Service Level and Supplier will be responsible for Service Level Credits for any failures to attain the Critical Service Level.

 11. COOPERATION 
 The achievement of the Service Levels
by Supplier may require the coordinated, collaborative effort of Supplier with other suppliers and other third parties (“Other Suppliers”) contracted with by Gap. Supplier will provide a single point of contact for the prompt resolution of
all Service Level Defaults and all failures to provide high quality Services to Gap, regardless of whether the reason for such Service Level Defaults, or failure to provide high quality outsourcing Services to Gap, was caused by Supplier or Other
Suppliers. 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

 8 









 GAP CONFIDENTIAL 
  

 12. IMPROVEMENT PLAN FOR SERVICE LEVELS 
 If Supplier fails to satisfy any Service Level, Supplier shall provide Gap with a written plan for improving Supplier’s performance to satisfy the Service Level within *, or *, of the failure to meet the Expected
Service Level or the Floor Service Level for the Service Level, which plan shall be subject to Gap’s approval, not to be unreasonably withheld. Supplier shall promptly implement such plan once it has been approved by Gap. 
 13. MEASURING TOOLS 
 As of the Initiation Date, the measuring tools
and methodologies set forth in Exhibit B.3 (Measuring Tools and Methodology) represent acceptable measuring tools and methodologies for the Critical Service Levels and Service Level Objectives designated. 
 If there are any Critical Service Levels for which the measuring tools and methodologies have not been agreed upon by Gap and Supplier, are included in Exhibit B.3
(Measuring Tools and Methodology), and Supplier fails to propose a measuring tool for such Critical Service Level that is acceptable to Gap prior to the date upon which Supplier shall be responsible for Service Level performance and Service Level
Credits due for Service Level Default, such failure shall be deemed a Floor Service Level Default for the Critical Service Level until Supplier proposes and implements an acceptable measuring tool. 
 Tools for new Critical Service Levels will be implemented according to the Change Control Procedures. 
 If, after the Initiation Date or the implementation of tools for new Critical Service Levels, Supplier desires to use a different measuring tool for a Critical Service
Level, Supplier shall provide written notice to Gap, in which event the Parties will reasonably adjust the measurements as necessary to account for any increased or decreased sensitivity in the new measuring tools; provided that, if the Parties
cannot agree on the required adjustment, Supplier will continue to use the measuring tool that had been initially agreed to by the Parties. 
 It is not
anticipated that changes in the monitoring tools will drive changes in Service Levels; rather, the need to collect and accurately reflect the performance data should drive the development or change in performance monitoring tools. 
 14. SINGLE INCIDENT/MULTIPLE DEFAULTS 
 If a single incident results in the failure of Supplier to meet more than one Floor Service Level, *. 
 15. CONTINUOUS IMPROVEMENT - SERVICE
LEVELS 
 The Parties agree to the concept of continuous improvement and that the Critical Service Levels and Service Level Objectives should be modified
during the Term to reflect this concept. To 
  


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 9 









 GAP CONFIDENTIAL 
  

 
accomplish this, Critical Service Levels and Service Level Objectives will be modified each * period following the commencement of obligations date specific
to each Critical Service Level and Service Level Objective as described in Section 9 (Process for Additions and Deletions of Service Levels) and below: 
  

	 	1.	Each Expected Service Level will be reset to the * (for example, 99.6% is higher than 99.4%) at or above the Expected Service Levels achieved during the previous year; provided
that, if fewer than * exceeded the Expected Service Level, the Expected Service Level will be reset by taking the *, and dividing the sum of the resulting numbers by *; provided, however, that if such average results in a number lower than the
then-current Expected Service Level, the then-current Expected Service Level shall remain unchanged. 

 In no event shall any
single increase in an Expected Service Level as provided above exceed * (*%) of the difference between one hundred percent (100%) and the then-current Expected Service Level. For example, if the Expected Service Level being adjusted were *%,
the maximum increase for that reset would be *% (i.e. from *% to *%). 
  

	 	2.	Each Floor Service Level will be reset by adding to the Floor Service Level being adjusted a sum equal to * (*%) of the difference between one-hundred percent (100%) and the
then-current Floor Service Level. 

 For example, if the Floor Service Level being adjusted were *%, the
increase would be *% (i.e., from *% to *%). 
  

	 	3.	For ease of administration, beginning with the * and continuing with *, the process described in this Section 15 (Continuous Improvement – Service Levels) will be
performed as of the *, utilizing the previous * data, replacing the Critical Service Level or Service Level Objective unique dates that were based upon the commencement of obligations dates specific to each Critical Service Level. For purposes of
the *, the process described in this Section 15 (Continuous Improvement – Service Levels) will utilize the available information in the *. 

  

	 	4.	Notwithstanding the foregoing, with respect to the Help Desk - Average Speed to Answer Service Level (or such other Service Levels as the Parties may agree in writing), in the event
the Parties agree that the cost-benefit of applying these automatic improvement rules are not present, the Parties may, by mutual written agreement, agree not to apply these automatic improvement rules to such Service Level(s) for the *.


 16. EXCLUSIONS 
  

	 	16.1	For purposes of calculating Availability, Scheduled Uptime and Downtime shall not include any period of Downtime that is the result of scheduled time required to perform system
maintenance (for example, 

  


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 10 









 GAP CONFIDENTIAL 
  


	 	 
Preventive Maintenance, system upgrades, etc.), provided that such time has been mutually agreed upon between the Parties and is scheduled so as to minimize
the impact to Gap’s business. Supplier shall maintain Availability during such periods to the extent reasonably practicable. 


  

	 	16.2	Supplier shall not be responsible for Service Level Credits for a failure to meet any Service Level(s) solely to the extent that such failure is reasonably demonstrated by Supplier
to be primarily attributable to any of the following: 

  

	 	(a)	*. 

  

	 	(b)	* by Gap and agreed to by the Parties through the Change Control Procedures; provided that Supplier has previously notified Gap in writing as part of such Change Control Procedures
that the implementation of such request would result in such failure to meet the Service Level. 

 17. TERMINATION FOR CHRONIC SERVICE LEVEL
DEFAULT 
 Upon completion of Transition, in the event that a Chronic Service Level Default is realized, Gap, at its sole discretion, may, by written
notice, terminate at its option the affected Functional Service Area, or Functional Service Area Segment and without application of any additional cure period. In the event that Gap elects to pursue this termination right, Gap agrees *, the *
procured by Supplier and associated with the terminated Functional Service Area, or segment thereof. For purposes of this Section 17 (Termination for Chronic Service Level Default), * are those * that are * to the support and delivery of
Services to Gap. Shared assets on Supplier premises are not included in *. 
 In order to exercise its termination right under this Section 17
(Termination for Chronic Service Level Default), Gap must notify Supplier in writing of its intention to exercise such right within ninety (90) days following its receipt of the Service Level reporting documentation confirming the Chronic
Service Level Default. In the event Gap elects this termination right, such Chronic Service Level Default shall not be used by Gap as a basis for a claim of termination for cause under Section 33.2 (Termination for Cause by Gap) of the
Agreement. 
 Except as expressly provided in this Section 17 (Termination for Chronic Service Level Default), nothing in this Section 17
(Termination for Chronic Service Level Default) precludes Gap from pursuing alternative remedies otherwise available in the Agreement. 
  


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 11 









 GAP CONFIDENTIAL 
  

 Attachment A: Definitions 
 to 
 Exhibit B (Service Level Agreement) 
 of 
 Master Services Agreement

  

 A-1 









 GAP CONFIDENTIAL 
  

 1. DEFINITIONS 
 Terms used herein with initial capital letters shall have the meanings set forth in the Definitions section of the Agreement. Terms used herein with initial capital letters and not otherwise defined in the body of the Agreement shall have
the meanings set forth in this Service Level Exhibit. 
  

	 	1.	Aggregate Service Level Default(s) shall mean the sum of the Critical Service Levels not meeting the Expected Service Level divided by the total of all Service Levels within
Performance Category. 

 Example: * 
  

	 	2.	Agreement shall mean the Master Services Agreement, dated as of the Reference Date, between Gap and Supplier. 

  

	 	3.	Allocation of Pool Percentage(s) shall mean the portion of Pool Percentage Available for Allocation allocated to each Performance Category. The total of all Allocation of
Pool Percentages across Performance Categories shall not exceed the Pool Percentage Available for Allocation. 

  

	 	4.	At Risk Amount shall mean, for any month during the Term, * (*%) of the Monthly Charges, which is the amount that Supplier will have at risk for Service Level Credits as set
forth in Exhibit B.1 (Service Level Matrix). 

  

	 	5.	Chronic Service Level Default(s) shall mean Supplier’s unexcused delivery failure of * (*%) of the Expected Service Levels within a Performance Category (or in those
instances where there are less than * Expected Service Levels within a Performance Category failure of at least * of the Expected Service Levels within a Performance Category) and in either event for *. 

  

	 	6.	Critical Deliverable(s) shall mean those Deliverables performed on a one-time or periodic basis, under this Service Level Exhibit, for which a Deliverable Credit may be
payable in accordance with Section 9 (Process for Additions and Deletions of Service Levels) of this Service Level Exhibit and described in Exhibit B.2 (Critical Deliverables). Critical Deliverables are identified in Exhibit B.2
(Critical Deliverables). Critical Deliverables are not Critical Service Levels. 

  

	 	7.	Critical Service Level(s) shall mean those Service Levels established under this Service Level Exhibit for which a Service Level Credit may be payable. Critical Service
Levels are identified and described in Exhibit B.1 (Service Level Matrix). Those Critical Service Levels that require weekly measurement and reporting during Peak Period are 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

 A -2 









 GAP CONFIDENTIAL 
  

 identified as such on Exhibit B.1 (Service Level Matrix). Each Critical Service Level has an Expected
Service Level and a Floor Service Level associated with it unless otherwise specified. It is the intent of the Parties that all Critical Service Levels shall be quantifiable, measurable and objective. 
  

	 	8.	Deliverable Credit(s) shall mean the monetary amount(s) that Supplier shall pay to Gap (or apply against Monthly Charges) in the event of a failure to achieve a Critical
Deliverable. 

  

	 	9.	* shall mean the methodology used to determine the * as described in Section 5 * of this Service Level Exhibit. 

  

	 	10.	Expected Service Level Default(s) shall mean Supplier’s level of performance in any month for a particular Critical Service Level fails to meet the applicable Expected
Service Level. 

  

	 	11.	Expected Service Level(s) shall mean the specified level of performance for a Critical Service Level, as set forth in Exhibit B.1 (Service Level Matrix).


  

	 	12.	Floor Service Level Default(s) shall mean Supplier’s level of performance in any month for a particular Critical Service Level fails to meet the applicable Floor Service
Level. 

  

	 	13.	Floor Service Level(s) shall mean the minimum level of performance set forth in Exhibit B.1 (Service Level Matrix) with respect to each Critical Service Level and
Service Level Objective. 

  

	 	14.	Initiation Date shall mean the commencement of service delivery by Supplier effective upon the transfer date for hired employees. 

  

	 	15.	Measurement Study Period shall have the meaning set forth in Section 6 (Presumptive Service Levels) of this Service Level Exhibit. 

  

	 	16.	Other Suppliers shall have the meaning set forth in Section 11 (Cooperation) of this Service Level Exhibit. 

  

	 	17.	Peak Critical Service Level(s) shall mean the subset of Critical Service Level(s) that require weekly measurement and reporting during Peak Period and are identified as such
on Exhibit B.1 (Service Level Matrix), or by subsequent additions/deletions pursuant to Section 9 (Process for Additions and Deletions of Service Levels) of this Service Level Exhibit. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

 A-3 









 GAP CONFIDENTIAL 
  


	 	18.	Peak Period At Risk Amount Multiplier shall mean that for performance results during Peak Period (November and December delivery performance results) the At Risk Amount shall
be doubled and such additional amount shall not be subject to Earnback. 

  

	 	19.	Peak Period shall mean the calendar months of November and December. 

  

	 	20.	Peak Service Level Objective(s) shall mean the subset of Service Level Objective(s) that require weekly measurements and reporting during Peak Period and are identified as
such on Exhibit B.1 (Service Level Matrix), or by subsequent additions/deletions pursuant to Section 9 (Process for Additions and Deletions of Service Levels) of this Service Level Exhibit. 

  

	 	21.	Performance Category(-ies) shall mean a grouping of Critical Service Levels as set forth in Exhibit B.1 (Service Level Matrix). Critical Deliverables do not constitute a
Performance Category. 

  

	 	22.	Pool Percentage Available for Allocation shall mean * (*%) of the At Risk Amount. 

  

	 	23.	Presumptive Service Level(s) shall mean the Service Level(s) identified as such in Exhibit B.1 (Service Level Matrix), and further elaborated upon in Section 6
(Presumptive Service Levels) of this Service Level Exhibit. 

  

	 	24.	Service Level Credit Allocation Percentage is the allocation of Pool Percentage Available for Allocation associated to each Critical Service Level. The total of the
allocations of the Service Level Credit Allocation Percentage cannot exceed 100% for all Critical Service Levels within a Performance Category. 

  

	 	25.	Service Level Credit(s) shall mean the monetary amount(s) that Supplier shall be obligated to pay to Gap (or apply against Monthly Charges) in the event of a Service Level
Default, subject to Earnback. 

  

	 	26.	Service Level Default(s) shall mean a Floor Service Level Default or an Expected Service Level Default. 

  

	 	27.	Service Level Exhibit shall mean this Exhibit B (Service Level Agreement) to the Agreement and the Exhibits set forth in Section 2 (Exhibits) of this Service Level
Exhibit. 

  

	 	28.	Service Level Objectives shall mean those Service Level(s) for which no Service Level Credit is payable, but which require monthly measurement and reporting, and are
described in Exhibit B.1 (Service Level Matrix). Those Service Level Objectives that require weekly measurement and reporting during Peak Period are identified as such on Exhibit B.1 (Service Level Matrix). 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

 A-4 









 GAP CONFIDENTIAL 
  


	 	29.	Service Level(s) shall mean the required availability and performance standards relating to Systems and Services, response times, or other performance standards of Gap’s
information technology business operations set forth in this Service Level Exhibit. 

  

	 	30.	Set Service Level(s) shall mean the Service Level(s) identified as such in Exhibit B.1 (Service Level Matrix), and further elaborated upon in Section 7 (Set Service
Levels) of this Service Level Exhibit. 

  

	 	31.	* shall have the meaning set forth in Section 5.3 of this Service Level Exhibit. 

  

	 	32.	* shall have the meaning set forth in Section 5.1 of this Service Level Exhibit. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

 A-5 









 

 
  

 Exhibit B.1 – Service Level Matrix 
 To 
 Master Services Agreement

 Dated: January 13, 2006 
 This
document contains confidential and proprietary information of The Gap, Inc. and Supplier. Except with the express prior written permission of The Gap, Inc. and Supplier, this document and the information contained herein may not be published,
disclosed, or used for any other purpose. 
  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information    	  	










 

 
  

 EXHIBIT B.1 - SERVICE LEVEL MATRIX 
 Supplier shall perform the Services so as to meet or exceed the Service Levels set forth in this Exhibit B.1 (Service Level Matrix) (this
“Exhibit B.1”) to Exhibit B (Service Level Agreement) of the Master Services Agreement, dated as of the Reference Date, between Gap and Supplier (the “Agreement”). All Presumptive Measurement Periods will be reviewed and
modified, as appropriate, based on the timetable set forth in the Transition-In Plan. Terms used herein with initial capital letters shall have the meanings set forth in the Agreement and all Exhibits attached thereto. Terms used herein with initial
capital letters and not otherwise defined in the Agreement shall have the meanings set forth in this Exhibit B.1. 
 Table of Contents:

  

							
	 Exhibit B.1.1
	 	-	 	 Store Service Request Call Handling
	  	B-2
	 Exhibit B.1.2
	 	-	 	 Store POS Priority Response Service Calls
	  	B-3
	 Exhibit B.1.3
	 	-	 	 Stores LRT
	  	B-5
	 Exhibit B.1.4
	 	-	 	 Corporate Support Help Desk
	  	B-7
	 Exhibit B.1.5
	 	-	 	 Corporate Support Problem Management
	  	B-8
	 Exhibit B.1.6
	 	-	 	 Enterprise Network
	  	B-10
	 Exhibit B.1.7
	 	-	 	 Mainframe
	  	B-14
	 Exhibit B.1.8
	 	-	 	 *
	  	B-15
	 Exhibit B.1.9
	 	-	 	 *
	  	B-17
	 Exhibit B.1.10
	 	-	 	 Security Incident Response Team (SIRT) Alerts
	  	B-19
	 Exhibit B.1.11
	 	-	 	 Corporate Production Operations
	  	B-20
	 Exhibit B.1.12
	 	-	 	 Distribution Center Support
	  	B-22
	 Exhibit B.1.13
	 	-	 	 IMAC Performance
	  	B-24
	 Exhibit B.1.14
	 	-	 	 Asset Management
	  	B-26
	 Exhibit B.1.15
	 	-	 	 Reports
	  	B-27
	 Exhibit B.1.16
	 	-	 	 Critical Reports
	  	B-28
	 Exhibit B.1.17
	 	-	 	 Critical Service Levels Allocation of Pool Percentages
	  	B-29

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information    	  	B - 1










 

 
  

 Exhibit B.1.1 
 Store Service Request Call Handling 
 The Service Levels for Store Service Request Call Handling are set forth below.
Failure to meet any of the Service Levels set forth below shall be a Service Level Default. 
  

											
	 Service Levels
	  	 Definition
	  	 Floor
 Service Level
	  	 Expected
 Service Level
	  	 Window
	  	 Service Level
 Type as of
 Effective Date

	Supplier Call Center Availability	  	N/A	  	*	  	*	  	Monthly	  	*
						
	Average Speed of Answer	  	The time elapsed between the point a caller selects to speak with an agent through an ACD and the point the call is picked up by an agent.	  	*	  	*	  	Monthly	  	*
						
	Service Request Call Duration	  	The time Supplier Call Center Agent spends talking to Gap store support.	  	*	  	*	  	Monthly	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information    	  	B - 2










 

 
  

 Exhibit B.1.2 
 Store POS Priority Response Service Calls 
 The monthly Service Levels for Store POS Priority Response Service Calls
are set forth below. Failure to meet any of the Service Levels set forth below shall be a Service Level Default. For the avoidance of doubt, the Service Levels in this Exhibit B.1.2 (Store POS Priority Response Service Calls) are calculated on a *.

  

											
	 Service Levels
	  	 Definition
	  	 Floor Service Level
 for Problem
Resolution
	  	 Expected
 Service Level for
Problem
 Resolution
	  	 Window
	  	 Service Level
 Type as of
 Effective
Date

	Critical T2/C2 for Priority Stores	  	Critical Response Levels for Stores (T2) and * Machines (C2) are available based upon the Covered Location requesting Service. Priority Response level for each Covered Location is specified in
Covered Locations noted in the Procedures Manual.	  	*	  	*	  	Monthly	  	*
						
	Critical T2/C2 for Non-Priority Stores	  	Critical Response Levels for Stores (T2) and * Machines (C2) is available based upon the Covered Location requesting Service. Priority Response level for each Covered Location is specified in
Covered Locations noted in the Procedures Manual.	  	*	  	*	  	Monthly	  	*
						
	Urgent T4/C4	  	Urgent Response Levels for Stores (T4) and * Machines (C4).	  	*	  	*	  	Monthly	  	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information                    	  	B - 3










 

 
  


											
	 Service Levels
	  	 Definition
	  	 Floor Service Level
for
Problem
Resolution
	  	 Expected
 Service Level for
Problem
 Resolution
	  	 Window
	  	 Service Level
 Type as of
 Effective Date

	Next Business Day (NBD)	  	“Next Business Day” or “NBD” shall mean Mon to Fri, excluding Gap holidays (i.e., New Years, Christmas, Thanksgiving, Memorial Day, Fourth of July, Labor Day), during local
store business hours.	  	*	  	*	  	Monthly	  	*
						
	Customer Replaceable Unit (CRU)	  	Problem designated to be resolved by Gap personnel.	  	*	  	*	  	Monthly	  	*
						
	Scheduled Call T6	  	The Scheduled Call category includes all Service Calls for which Gap and Supplier agree the On-site Break/Fix Services will be scheduled for a specific date and time. For this category only, the
elapsed time for Problem Resolution is measured from the time Supplier CSR is scheduled to arrive at the Covered Location.	  	*	  	*	  	Monthly	  	*
						
	NBD CISCO C6	  	“Next Business Day” or “NBD” shall mean Mon to Fri, excluding Gap holidays (i.e., New Years, Christmas, Thanksgiving, Memorial Day, Fourth of July, Labor Day), during local
store business hours.	  	*	  	*	  	Monthly	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information    	  	B - 4










 

 
  

 Exhibit B.1.3 
 Store LRT Service Levels 
 The Service Levels for Store LRT includes maintenance and software
support, and are set forth below. Failure to meet any of the Service Levels set forth below shall be a Service Level Default. 
  

											
	 Service Levels
	  	 Definition
	  	 Floor
 Service Level
	  	 Expected
 Service Level
	  	 Window
	  	 Service Level
 Type as of
 Effective Date

	Inventory Management	  	Running Inventory Management means total Hardware owned by Gap covered under the Agreement that is currently located at Supplier Repair Center or located at a Third Party Facility for Repair.
The inventory shall be tracked separately for Stores and Distribution Centers.	  	*	  	*	  	Daily	  	*
						
	Spares Pool	  	“Spares Pool” means the repaired spare inventory of equipment located at Supplier Repair Center or a Third Party Facility used to replace broken equipment in Gap stores.	  	*	  	*	  	N/A	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information    	  	B - 5










 

 
  


											
	 Service Levels
	  	 Definition
	  	 Floor
 Service Level
	  	 Expected
Service Level
	  	 Window
	  	 Service Level
Type as
of
Effective Date

	Software Production Support – Severity 1	  	 “Response Time” means the amount of time until a knowledgeable Supplier or OEM customer support resource responds to Gap’s initial
call.
  
 “Resolution Time” means the amount of time, from Gap’s initial
call, until Supplier provides a workaround or fix to the error or issue.
  
 “Patch
Time” means the amount of time, from Gap’s initial call, until Supplier provides a permanent fix to the error or issue.
  
 If applicable, any patches necessary to fix Severity 1 and Severity 2 problems shall be included in Supplier’s or OEM vendor’s next maintenance
release.
	  	*	  	*	  	Daily	  	*
						
	Software Production Support – Severity 2	  	See definition above in Severity 1 section	  	*	  	*	  	Daily	  	*
						
	Software Production Support – Severity 3	  	See definition above in Severity 1 section.	  	*	  	*	  	Daily	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information    	  	B - 6










 

 
  

 Exhibit B.1.4 
 Corporate Support Help Desk Service Levels 
 The Service Levels for Corporate Support Help Desk
includes Corporate Employees, Distribution Centers, Workstation Support, Mail and Print, and are set forth below. Failure to meet any of the Service Levels set forth below shall be a Service Level Default. 
  

													
	 Service Levels
	  	 Definition
	  	 Data Source
	  	 Floor
 Service Level
	  	 Expected
Service Level
	  	 Window
	  	 Service Level
 Type as of
Effective Date

	First Call Resolution	  	The percentage of calls resolved (closed) while the customer is on the phone with a CSR on his/her first call.	  	Ticketing system	  	*	  	*	  	Monthly	  	*
							
	Abandon rate	  	“Abandoned Call” means when a caller who selects to talk to a Help Desk Agent drops off before talking with a Help Desk Agent.	  	Call Center Management System (CCMS)	  	*	  	*	  	Monthly	  	*
							
	Average speed of answer (in seconds)	  	The time elapsed between the point a caller selects to speak with an agent through an ACD and the point the call is picked up by a Help Desk Agent.	  	Call Center Management System (CCMS)	  	*	  	*	  	Monthly	  	*
							
	Overall HDS Customer Satisfaction Rate	  	Average of the individual surveys’ average response of Surveys Received Per Month. Responses in the top three categories and non-returned responses are considered favorable.	  	Surveys	  	*	  	*	  	Monthly	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information    	  	B - 7










 

 
  

 Exhibit B.1.5 
 Corporate Support Problem Management Service Levels 
 The Service Levels for Corporate Support
Problem Management includes Corporate Employees, Distribution Centers, Help Desk and Mail, and are set forth below. Failure to meet any of the Service Levels set forth below shall be a Service Level Default. 
  

											
	 Service Levels
	  	 Definition
	  	Floor
Service Level	  	Expected
Service Level	  	Window	  	Service Level
Type as of
Effective Date
	Severity 1 (Time to Resolve) High Availability Systems	  	The elapsed time between (i) the time that a Problem Ticket is created, until (ii) the point in time that the Problem is Resolved and the Problem Ticket is updated reflecting the time of such
Resolution.	  	*	  	*	  	Monthly	  	*
						
	Severity 1 (Time to Resolve) Standard Availability Systems	  	The elapsed time between (i) the time that a Problem Ticket is created, until (ii) the point in time that the Problem is Resolved and the Problem Ticket is updated reflecting the time of such
Resolution.	  	*	  	*	  	Monthly	  	*
						
	Severity 2 (Time to Resolve) High Availability Systems	  	The elapsed time between (i) the time that a Problem Ticket is created, until (ii) the point in time that the Problem is Resolved and the Problem Ticket is updated reflecting the time of such
Resolution.	  	*	  	*	  	Monthly	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information    	  	B - 8










 

 
  


											
	 Service Levels
	  	 Definition
	  	 Floor
 Service Level
	  	 Expected
Service Level
	  	 Window
	  	 Service Level
Type as
of
Effective Date

	Severity 2 (Time to Resolve) Standard Availability Systems	  	The elapsed time between (i) the time that a Problem Ticket is created, until (ii) the point in time that the Problem is Resolved and the Problem Ticket is updated reflecting the time of such
Resolution.	  	*	  	*	  	Monthly	  	*
						
	Severity 3 Problem Resolution	  	The elapsed time between (i) the time that a Problem Ticket is created, until (ii) the point in time that the Problem is Resolved and the Problem Ticket is updated reflecting the time of such
Resolution.	  	*	  	*	  	Monthly	  	*
						
	Severity 4 Problem Resolution	  	The elapsed time between (i) the time that a Problem Ticket is created, until (ii) the point in time that the Problem is Resolved and the Problem Ticket is updated reflecting the time of such
Resolution.	  	*	  	*	  	Monthly	  	*
						
	Root Cause Analysis for Severity 1 Problems	  	 Preliminary root cause analysis report is provided to Gap for all Severity 1
 problems.
	  	*	  	*	  	Monthly	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information    	  	B - 9










 

 
  

 Exhibit B.1.6 
 Enterprise Network Service Levels 
 The Service Levels for Enterprise Network includes all enterprise
Network components except for Store and Distribution Center Support, and are set forth below. Failure to meet any of the Service Levels set forth below shall be a Service Level Default. 
  

											
	 Service Levels
	  	 Definition
	  	 Floor
 Service Level
	  	 Expected
 Service Level
	  	 Window
	  	 Service Level
 Type as of
 Effective Date

	Store Voice Network Availability	  	Average availability of the Store Voice Networks.	  	*	  	*	  	Monthly	  	*
						
	Store Data Network Availability	  	Average availability of the Store Data Networks.	  	*	  	*	  	Monthly	  	*
						
	Corporate Voice Network Availability	  	Average availability of the Corporate Voice Networks.	  	*	  	*	  	Monthly	  	*
						
	Corporate Data Network Availability	  	Average availability of the Corporate Data Networks.	  	*	  	*	  	Monthly	  	*
						
	Port Availability	  	Average availability of the MPLS VPN network.	  	*	  	*	  	Monthly	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information    	  	B - 10










 

 
  


											
	 Service Levels
	  	 Definition
	  	Floor
Service Level	  	Expected
Service Level	  	Window	  	Service Level
Type as of
Effective Date
	Network Delay	  	Average transmission time between access nodes.	  	*	  	*	  	Monthly	  	*
						
	Network Packet Loss	  	Average roundtrip packet loss between access nodes.	  	*	  	*	  	Monthly	  	*
						
	Network Jitter	  	Average variation between received and transmitted packets.	  	*	  	*	  	Monthly	  	*
						
	End-to-End Delay	  	Custom Service Level Agreement TBD.	  	*	  	*	  	Monthly	  	*

 Notes: 
  

	 	1.	The period whereby Supplier processes, procedures and tools are enabled and implementation of Supplier NOC in * for network management are established is a period of no more than *
but no less than *. The measurement period will begin once these capabilities and measurement tools are established. 

  

	 	2.	A sufficient number of Gap Sites have been established, enabled or installed to provide the capability to measure averages. No less than *. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information    	  	B - 11










 

 
  


	 	3.	Custom Service Level Agreements will be developed jointly between Gap, Supplier and third party transport vendor(s) to ensure comprehensive adherence to latest industry standards.


  

	 	4.	While Services currently in place today will not change the methods by which they will be measured will undergo procedural and tools changes that can impact reporting capability.
During the transition phase Supplier will be exempt from meeting these service level measurements until they can be re-established for the duration of the Transformation period. 

  

 NETWORK DELAY. 
 Network Delay Commitment. 
 If the average
roundtrip Network Delay exceeds the applicable time set forth in Table 3, then Gap will be eligible for a Service Level Credit. 
 TABLE 3: Network
Performance Commitments 
  

							
	 Measurement Region
	  	 Committed Network Round
Trip Delay
	  	 Committed
Network Packet
Loss
	  	 Committed
Network Jitter

	INTRA-REGION	  		  		  	
				
	 North America
	  	*	  	*	  	*
				
	 Europe
	  	*	  	*	  	*
				
	 Asia
	  	*	  	*	  	*
				
	 South Pacific
	  	*	  	*	  	*
				
	INTER-REGION	  		  		  	
				
	 Europe to North America
	  	*	  	*	  	*
				
	 Japan to North America
	  	*	  	*	  	*
				
	 Hong Kong to North America
	  	*	  	*	  	*
				
	 Korea to North America
	  	*	  	*	  	*
				
	 Singapore to North America
	  	*	  	*	  	*
				
	 South Pacific to North America
	  	*	  	*	  	*
				
	 Latin America to North America
	  	*	  	*	  	*
				
	 Chile to North America
	  	*	  	*	  	*
				
	 Colombia to North America
	  	*	  	*	  	*
				
	 Venezuela to North America
	  	*	  	*	  	*
				
	 Puerto Rico to Continental United States
	  	*	  	*	  	*
				
	 Hawaii to Continental United States
	  	*	  	*	  	*

 NETWORK PACKET LOSS. 
 Packet Loss Commitment. 
 If the average
roundtrip Packet Loss exceeds the applicable percentage set forth in Table 3, then Gap will be eligible for a Service Level Credit. 
 “Packet
Loss” – means the average percentage of packets in the Measurement Period that are dropped between applicable Sprint IP Access Nodes within a region (Intra-Region) or between applicable Sprint IP Access Nodes connecting two regions
(Inter-Region). 
 *************************************************** ********************************** 
 NETWORK JITTER. 
 Network Jitter Commitment. 
 If the average roundtrip Network Jitter exceeds the applicable percentage set forth in Table 3, then Gap will be eligible for a Service Level Credit. 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information    	  	B - 12










 

 
  

 Network Jitter – means the average variation in the delay of received packets transmitted between all
applicable Sprint IP Access Nodes within a region (Intra-Region) or between applicable Sprint IP Access Nodes connecting two regions (Inter-Region). 
  

 END-TO-END DELAY. 
 4.A.1. End-to-End Delay Commitment. 
 End-to-End Delay Commitment is tailored to Gap’s specific measurement locations.
If the average roundtrip End-to-End Delay exceeds the Committed End-to-End Delay set forth in an agreed to Service Level Agreement, then Gap will be eligible for a Service Level Credit. 
 “End-to-End” – means the network call path between originating Gap premise and terminating Gap premise, including access but excluding Gap Premises Equipment. 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information    	  	B - 13










 

 
  

 Exhibit B.1.7 
 Mainframe Service Levels 
 The Service Levels for Mainframe includes Mainframe & Subsystem
Availability for the production environment, and are set forth below. Failure to meet any of the Service Levels set forth below shall be a Service Level Default. 
  

											
	 Service Levels
	  	 Definition
	  	 Floor
 Service Level
	  	Expected
Service Level	  	Window	  	Service Level
Type as of
Effective Date
	Mainframe Availability	  	Average availability of the production mainframes.	  	*	  	*	  	Monthly	  	*
						
	Region Availability	  	Average availability of the production CICS, IMS Regions.	  	*	  	*	  	Monthly	  	*
						
	DBMS Availability	  	Average availability of the production database systems.	  	*	  	*	  	Monthly	  	*
						
	LPAR/Domain Availability	  	Average availability of the production LPARs.	  	*	  	*	  	Monthly	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information    	  	B - 14










 

 
  

 Exhibit B.1.8 
 * Service Levels 
 The Service Levels for * includes Server Performance and Provisioning, and are set
forth below. Failure to meet any of the Service Levels set forth below shall be a Service Level Default. 
  

											
	 Service Levels
	  	 Definition
	  	Floor
Service Level	  	Expected
Service Level	  	Window	  	Service Level
Type as of
Effective Date
	* Clustered Server Availability	  	Aggregate Average availability of the production Clustered * servers.	  	*	  	*	  	Monthly	  	*
						
	* Server Availability	  	Aggregate Average availability of the production * servers.	  	*	  	*	  	Monthly	  	*
						
	Reconfigure an existing server to meet development needs	  	Reconfiguration of development servers per a documented, approved request. This service level will not be promoted to a critical service level without the mutual agreement of the
Parties.	  	*	  	*	  	Monthly	  	*
						
	Provision a new server once the hardware is available	  	Provisioning a new development server per a documented, approved request. This service level will not be promoted to a critical service level without the mutual agreement of the
Parties.	  	*	  	*	  	Monthly	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information    	  	B - 15










 

 
  


											
	 Service Levels
	  	 Definition
	  	Floor
Service Level	  	Expected
Service Level	  	Window	  	Service Level
Type as of
Effective Date
	Provision a new LPAR/domain in an existing server	  	Provisioning a new LPAR/domain per a documented, approved request. This service level will not be promoted to a critical service level without the mutual agreement of the Parties.	  	*	  	*	  	Monthly	  	*
						
	Provision additional one (1) TB of storage once hardware is available	  	Provisioning an additional one (1) TB of storage per a documented, approved request. This service level will not be promoted to a critical service level without the mutual agreement of the
Parties.	  	*	  	*	  	Monthly	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information    	  	B - 16










 

 
  

 Exhibit B.1.9 
 * Service Levels 
 The Service Levels for * includes Server Support and Provisioning, and are set
forth below. Failure to meet any of the Service Levels set forth below shall be a Service Level Default. 
  

											
	 Service Levels
	  	 Definition
	  	Floor
Service Level	  	Expected
Service Level	  	Window	  	Service Level
Type as of
Effective Date
	* Clustered Server Availability	  	Aggregate Average availability of the production Clustered * servers.	  	*	  	*	  	Monthly	  	*
	* Server Availability	  	Aggregate Average availability of the production * servers.	  	*	  	*	  	Monthly	  	*
						
	Reconfigure an existing server to meet development needs	  	Reconfiguration of development servers per a documented, approved request. This service level will not be promoted to a critical service level without the mutual agreement of the
Parties.	  	*	  	*	  	Monthly	  	*
						
	Reconfigure an existing environment to meet production needs (DISCUSS)	  		  		  		  	Monthly	  	*
						
	Provision a new server once the hardware is available (up through OS)	  	Provisioning a new development server per a documented, approved request. This service level will not be promoted to a critical service level without the mutual agreement of the
Parties.	  	*	  	*	  	Monthly	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information    	  	B - 17










 

 
  


											
	 Service Levels
	  	 Definition
	  	 Floor
 Service Level
	  	Expected
Service Level	  	Window	  	Service Level
Type as of
Effective Date
	Provision a new virtual machine (“Vmware”) in an existing server	  	Provisioning a new virtual machine per a documented, approved request. This service level will not be promoted to a critical service level without the mutual agreement of the
Parties.	  	*	  	*	  	Monthly	  	*
						
	Provision additional storage once the hardware is available	  	Provisioning additional storage per a documented, approved request. This service level will not be promoted to a critical service level without the mutual agreement of the Parties.	  	*	  	*	  	Monthly	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information    	  	B - 18










 

 
  

 Exhibit B.1.10 
 Security Incident Response Team (SIRT) Service Levels 
 The Service Levels for the evaluation of
security vulnerability alerts and necessary patch implementations are defined below. Failure to meet any of the Service Levels set forth below shall be a Service Level Default. 
  

													
	 Service Levels
	  	 Definition
	  	 Data Source
	  	 Floor
Service Level
	  	 Expected
Service Level
	  	 Window
	  	 Service Level
Type as
of
Effective Date

	Security Vulnerability Evaluation Measurement period starts when a ticket is opened after an alert is received	  	Evaluate security vulnerability alerts and categorize.	  	 *
	  	 *
	  	 *
	  	 Monthly
	  	 *

							
	Critical Patches, Known exploit in the environment Measurement period starts when a ticket is opened, and ends when the patch is available for distribution within the infrastructure	  	Stage for distribution of a patch to address a vulnerability or known problem to which an exploit exists and is present in the Gap IT Environment.	  	 *
	  	 *
	  	 *
	  	 Monthly
	  	 *

							
	Critical Patches, Known exploit outside the environment	  	Stage for distribution of a patch to address a vulnerability or known problem to which an exploit exists but is not yet present in the Gap IT environment.	  	 *
	  	 *
	  	 *
	  	 Monthly
	  	 *

							
	Critical Patches, No known exploit	  	Apply a patch to address a vulnerability or known problem to which no exploits are currently known.	  	 *
	  	 *
	  	 *
	  	 Monthly
	  	 *


  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information    	  	B - 19










 

 
  

 Exhibit B.1.11 
 Corporate Production Operations Service Levels 
 The Service Levels for Corporate Production are set
forth below. Failure of Supplier to meet any of the Service Levels set forth below, as they relate to in-scope services, shall be a Service Level Default. 
  

											
	 Service Levels
	  	 Definition
	  	 Floor
Service Level
	  	 Expected
Service Level
	  	 Window
	  	 Service Level
Type as
of
Effective Date

	POS Polling (% of stores successfully polled) Service Level changes to time based cutoffs from Thanksgiving Day through first week of January.	  	Monthly average of the successful completion of the batch processing for this application.	  	 *
	  	 *
	  	 Monthly
	  	 *

						
	Distribution Center Stock Pick Allocation	  	Monthly average of the successful completion of the batch processing for this application.	  	 *
	  	 *
	  	 Monthly
	  	 *

						
	Accounts Payable	  	Monthly average of the successful completion of the batch processing for this application.	  	 *
	  	 *
	  	 Monthly
	  	 *

						
	FGI	  	Monthly average of the successful completion of the batch processing for this application.	  	 *
	  	 *
	  	 Monthly
	  	 *

						
	Payroll	  	Monthly average of the successful completion of the batch processing for this application.	  	 *
	  	 *
	  	 Monthly
	  	 *

						
	NGF	  	Monthly average of the successful completion of the batch processing for this application.	  	 *
	  	 *
	  	 Monthly
	  	 *


  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information    	  	B - 20










 

 
  


											
	 Service Levels
	  	 Definition
	  	 Floor
 Service Level
	  	 Expected
Service Level
	  	 Window
	  	 Service Level
Type as
of
Effective Date

	PFI	  	Monthly average of the successful completion of the batch processing for this application.	  	 *
	  	 *
	  	 Monthly
	  	 *

						
	Prompt	  	Monthly average of the successful completion of the batch processing for this application.	  	 *
	  	 *
	  	 Monthly
	  	 *

						
	Real Time Receipts	  	Monthly average of the successful completion of the batch processing for this application.	  	 *
	  	 *
	  	 Monthly
	  	 *

						
	Data Warehouse (Weekly)	  	Monthly average of the successful completion of the batch processing for this application.	  	 *
	  	 *
	  	 Monthly
	  	 *

						
	Model Stock	  	Monthly average of the successful completion of the batch processing for this application.	  	 *
	  	 *
	  	 Monthly
	  	 *

						
	Gap – B/R	  	Monthly average of the successful completion of the batch processing for this application.	  	 *
	  	 *
	  	 Monthly
	  	 *

						
	Insight (Weekly)	  	Monthly average of the successful completion of the batch processing for this application.	  	 *
	  	 *
	  	 Monthly
	  	 *


  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information    	  	B - 21










 

 
  

 Exhibit B.1.12 
 Distribution Center Support Service Levels 
 The Service Levels for Distribution Center Support
includes Distribution Center Support and Operations, and are set forth below. Failure to meet any of the Service Levels set forth below shall be a Service Level Default. 
  

													
	 Service Levels
	  	 Definition
	  	 Data Source
	  	 Floor
Service Level
	  	 Expected
Service Level
	  	 Window
	  	 Service Level
Type as
of
Effective Date

	Help Desk Support	  	The time elapsed between the point a caller selects to speak with an agent through an ACD and the point the call is picked up by a Help Desk Agent.	  	Call Center Manage-ment System (CCMS)	  	 *
	  	 *
	  	 Monthly
	  	 *

							
	Distribution Center System Availability	  	Scheduled Hours of Availability – Downtime/ Scheduled Hours of Availability.	  	Ticketing System	  	 *
	  	 *
	  	 Monthly
	  	 *

							
	RF Gun Resets	  	Reset hung operator ID’s in the WMS Application.	  	Ticketing System	  	 *
	  	 *
	  	 Monthly
	  	 *

							
	Printer Resets	  	Reset hung printers in the WMS Application.	  	Ticketing System	  	 *
	  	 *
	  	 Monthly
	  	 *

							
	Terminal Resets	  	Reset hung terminals in the WMS Application.	  	Ticketing System	  	 *
	  	 *
	  	 Monthly
	  	 *


  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information    	  	B - 22










 

 
  


													
	 Service Levels
	  	 Definition
	  	Data Source	  	 Floor
Service Level
	  	 Expected
Service Level
	  	 Window
	  	Service Level
Type as of
Effective Date
	Operator ID logoffs	  	Terminate hung operator ID’s in the WMS Application.	  	Ticketing System	  	 *
	  	 *
	  	 Monthly
	  	*
							
	Password resets, including SCAN and Prompt	  	Reset passwords for business partners.	  	Ticketing System	  	 *
	  	 *
	  	 Monthly
	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information    	  	B - 23










 

 
  

 Exhibit B.1.13 
 IMAC Performance Service Levels 
 The Service Levels for IMAC Performance includes hardware moves,
adds and changes, and are set forth below. Failure to meet any of the Service Levels set forth below shall be a Service Level Default. 
  

											
	 Service Levels
	  	 Definition
	  	 Floor
Service Level
	  	 Expected
Service Level
	  	 Window
	  	 Service Level
Type as
of
Effective Date

	Project Management	  	Project Management and Delivery-Percent of Enhancement and Maintenance Projects completed on time.	  	 *
	  	 *
	  	 Monthly
	  	 *

						
	Server Devices Installation Time	  	IMACs completed on time when equipment is available.	  	 *
	  	 *
	  	 Monthly
	  	 *

						
	Server Devices Moves, Adds, and Changes	  	IMACs completed on time when equipment is available.	  	 *
	  	 *
	  	 Monthly
	  	 *

						
	Network Devices Installation Time	  	IMACs completed on time when equipment is available.	  	 *
	  	 *
	  	 Monthly
	  	 *

						
	Network Device Moves, Adds, and Changes	  	IMACs completed on time when equipment is available.	  	 *
	  	 *
	  	 Monthly
	  	 *


  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information    	  	B - 24










 

 
  


											
	 Service Levels
	  	 Definition
	  	 Floor
Service Level
	  	 Expected
Service Level
	  	 Window
	  	 Service Level
Type as
of
Effective Date

	Network Software Moves, Adds, and Changes	  	IMACs completed on time when equipment is available.	  	 *
	  	 *
	  	 Monthly
	  	 *

						
	Campus Workstation Installations, Moves, Adds and Changes	  	IMACs completed on time when equipment is available.	  	 *
	  	 *
	  	 Monthly
	  	 *

						
	Workstation Moves, Adds, and Changes, Remote Installs (Review Supplier Data)	  	IMACs completed on time when equipment is available.	  	 *
	  	 *
	  	 Monthly
	  	 *


  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information    	  	B - 25










 

 
  

 Exhibit B.1.14 
 Corporate Asset Management Service Levels 
 The Service Levels for Asset Management are set forth
below. Failure to meet any of the Service Levels set forth below shall be a Service Level Default. 
  

											
	 Service Levels
	  	 Definition
	  	 Floor
Service Level
	  	 Expected
Service Level
	  	 Window
	  	 Service Level
Type as
of
Effective Date

	Next Day Updates	  		  	 *
	  	 *
	  	 Monthly
	  	 *

						
	Second Day Updates	  		  	 *
	  	 *
	  	 Monthly
	  	 *

						
	Accuracy of Hardware and Peripherals Database as against Quarterly Samples and Annual Comprehensive Inventory The Parties will jointly define “comprehensive” during the
Presumptive Measurement Period. Currently a complete physical inventory is scheduled for the beginning of the term only.	  		  	 *
	  	 *
	  	 Quarterly
	  	 *

						
	Accuracy of Software Application Database as against Quarterly Samples and Annual Comprehensive Inventory	  		  	 *
	  	 *
	  	 Quarterly
	  	 *


  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information    	  	B - 26










 

 
  

 Exhibit B.1.15 
 Reports Service Levels 
 The Service Levels for Reports are set forth below. Failure to meet any of
the Service Levels set forth below shall be a Service Level Default. Each report will consist of two service levels (Hardcopy and Online Viewing). 
  

											
	 Service Levels
	  	 Definition
	  	 Floor
Service Level
	  	 Expected
Service Level
	  	 Window
	  	 Service Level
Type as
of
Effective Date

	 Critical Reports – (See B.1.16)
	  		  	 *
	  	 *
	  	 Monthly
	  	 *


  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information    	  	B - 27










 

 
  

 Exhibit B.1.16 
 Critical Reports Service Levels 
 The Service Levels for Critical Reports are set forth below.
Failure to meet any of the Service Levels set forth below shall be a Service Level Default. 
  

			
	 Critical Reports
	  	 Critical Reports

	*	  	*
	*	  	*
	*	  	*
	*	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information    	  	B - 28










 

 
  

 Exhibit B.1.17 
 Critical Service Levels Performance Categories and Allocation of Pool Percentages as of the Effective Date 
 Supplier will not incur penalties for Set Service Levels until commencement of the Services. 
  

					
	 Critical Service Levels Performance Categories & Service Levels
	  	Allocation
of Pool
Percentage	  	Service Level Credit
Allocation Percentage
	 B.1.1 – Store Service Request Call Handling
	  	*	  	
	 a. Supplier Call Center Availability
	  		  	*
	 b. Speed of Answer
	  		  	*
			
	 B.1.2 – Store POS Priority Response Service Calls
	  	*	  	
	 a. Critical T2/C2 Priority Stores
	  		  	*
	 b. Critical T2/C2 Non-Priority Stores
	  	*	  	*
	 c. Urgent T4/C4
	  		  	*
	 d. NBD
	  		  	*
	 e. CRU
	  		  	*
	 f. Scheduled Call T6
	  		  	*
	 g. NBD – * C6
	  		  	*
			
	 B.1.3 – Stores LRT
	  	*	  	
	 a. Inventory Management
	  	*	  	*
	 b. Spares Pool
	  	*	  	*
	 c. Software Production – Severity 1
	  	*	  	*
	 d. Software Production – Severity 2
	  	*	  	*
	 e. Software Production – Severity 3
	  	*	  	*
			
	 B.1.4 – Corporate Support Help Desk
	  	*	  	
	 a. First Call Resolution
	  		  	*
	 b. Abandon Rate
	  	*	  	*
	 c. Average Speed of Answer
	  	*	  	*
			
	 B.1.5 – Corporate Support Problem Management
	  	*	  	
	 a. Severity 1 – Time to Resolve High Availability Systems
	  	*	  	*
	 b. Severity 1 – Time to Resolve Standard Availability Systems
	  	*	  	*
	 c. Severity 2 – Time to Resolve High Availability Systems
	  	*	  	*
	 d. Severity 2 – Time to Resolve Standard Availability Systems
	  	*	  	*
	 e. Severity 3 – Problem Resolution
	  	*	  	*
	 f. Severity 4 – Problem Resolution
	  	*	  	*
	 g. Severity 1 – Root Cause Analysis
	  	*	  	*
			
	 B.1.6 – Enterprise Network
	  	*	  	
	 a. Store Voice Network Availability
	  	*	  	*
	 b. Store Data Network Availability
	  	*	  	*
	 c. Corporate Voice Network Availability
	  	*	  	*
	 d. Corporate Data Network Availability
	  	*	  	*
	 e. Port Availability
	  	*	  	*
	 f. Network Delay
	  	*	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information    	  	B - 29










 

 
  


					
	 Critical Service Levels Performance Categories & Service Levels
	  	Allocation
of Pool
Percentage	  	Service Level Credit
Allocation Percentage
	 g. Network Packet Loss
	  	*	  	*
	 h. Network Jitter
	  	*	  	*
	 i. End-to-End Delay
	  	*	  	*
			
	 B.1.7 – Mainframe
	  	*	  	
	 a. Mainframe Availability
	  	*	  	*
	 b. Region Availability
	  	*	  	*
	 c. DBMS Availability
	  	*	  	*
	 d. LPAR/Domain Availability
	  	*	  	*
			
	 B.1.8 – *
	  	*	  	
	 a. * Clustered Server Availability
	  	*	  	*
	 b. * Server Availability
	  	*	  	*
			
	 B.1.9 – *
	  	*	  	
	 a. * Clustered Server Availability
	  	*	  	*
	 b. * Server Availability
	  	*	  	*
			
	 B.1.11 – Corporate Production Operations
	  	*	  	
	 a. POS Polling (% of stores successfully polled)
	  	*	  	*
	 b. Distribution Center Stock Pick Allocation
	  	*	  	*
	 c. Accounts Payable
	  	*	  	*
	 d. FGI
	  	*	  	*
	 e. Payroll
	  	*	  	*
	 f. NGF
	  	*	  	*
	 g. PFI
	  	*	  	*
	 h. Prompt
	  	*	  	*
	 i. Real Time Receipts
	  	*	  	*
	 j. Data Warehouse (Weekly)
	  	*	  	*
	 k. Model Stock
	  	*	  	*
	 l. Gap – B/R
	  	*	  	*
	 m. Insight (Weekly)
	  	*	  	*
			
	 B.1.12 – Distribution Center Support
	  	*	  	
	 a. Help Desk Support
	  	*	  	*
	 b. DC Systems Availability
	  		  	*
			
	 B.1.16 – Critical Reports
	  	*	  	
	 a. AP Hardcopy Report
	  	*	  	*
	 b. AP Online Viewing
	  	*	  	*
	 c. IPR Hardcopy Report
	  	*	  	*
	 d. IPR Online Viewing
	  	*	  	*
	 e. Daily Flash Hardcopy Report
	  	*	  	*
	 f. Daily Flash Online Report
	  	*	  	*
	 g. Detail On-Order Hardcopy Report
	  	*	  	*
	 h. Detail On-Order Online Viewing
	  	*	  	*
	 i. Mid-Week Trend Hardcopy Report
	  	*	  	*
	 j. Mid-Week Trend Online Viewing
	  	*	  	*
	 k. Payroll Hardcopy Report
	  	*	  	*
	 l. Payroll Online Viewing
	  	*	  	*
	 m. Sales Hardcopy Report
	  	*	  	*
	 n. Sales Online Viewing
	  	*	  	*
	 o. Week Ending Trend Hardcopy Report
	  	*	  	*
	 p. Week Ending Trend Online Viewing
	  	*	  	*
			
	 Total Allocation
	  	*	  	

 *Note: Service Level Credits will not be applied during the Presumptive Measurement Periods, for Critical Service
Levels that are identified as Presumptive. Once the Service Level is “Set,” the Service Level will be eligible for Service Level Credits. 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.1
	  	Gap/IBM Confidential and Proprietary Information    	  	B - 30









 

 
 Exhibit B.2 – Critical Deliverables 
 to 
 Master Services Agreement 
 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap, Inc. and IBM, this
document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  


					
		  		  	









 EXHIBIT B.2 – CRITICAL DELIVERABLES 
 This Exhibit B.2 (Critical Deliverables) is an exhibit to Exhibit B (Service Level Agreement) of the Master Services Agreement dated as of the Reference Date between Gap
and Supplier (the “Agreement”). The Critical Deliverables are set forth in the following table, and are subject to adjustment with mutual approval of the Parties. Given the importance of the identified Critical Deliverables, Gap agrees to
review and either approve or disapprove, in writing, Critical Deliverables in a timely and expedited manner. In the event Supplier has determined that Gap’s delay is, or is likely to, adversely impact its ability to deliver or meet a Critical
Deliverable date, it will initiate the process for escalation under Section 3.10.B (Failure to Comply with Transition-In Plan) of the Agreement. 
 This
Exhibit B.2 sets forth certain obligations of Supplier regarding Critical Deliverables. If Supplier fails to deliver to Gap any Critical Deliverables as described below, then Supplier shall provide Gap the one-time credit per applicable Critical
Deliverable as set forth in the table below. Unless the context requires otherwise, capitalized terms used herein shall have the meanings given in Exhibit B (Service Level Agreement) or in Section 1 (Definitions) of the Agreement, as
applicable. 
  

											
	 #
	  	 Critical
 Deliverable
	  	Deliverable Description	  	Completion Criteria	  	Delivery Date	  	 Credit
 Amount

						
	 1.
	  	*	  	*	  	*	  	*	  	*
						
	 2.
	  	*	  	*	  	*	  	*	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Page 1	  	Gap/IBM CONFIDENTIAL










											
	 #
	  	Critical
Deliverable	  	Deliverable Description	  	Completion Criteria	  	Delivery Date	  	Credit
Amount
						
		  		  		  	*	  		  	*
						
	 3
	  	*	  	*	  	*	  	*	  	*
						
	 4.
	  	*	  	*	  	*	  	*	  	*
						
	 5.
	  	*	  	*	  	*	  	*	  	*
						
	 6.
	  	*	  	*	  	*	  	*	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Page 2	  	Gap/IBM CONFIDENTIAL










											
	 #
	  	Critical
Deliverable	  	Deliverable Description	  	Completion Criteria	  	Delivery Date	  	Credit
Amount
						
	 7.
	  	*	  	*	  	*	  	*	  	*
						
	 8.
	  	*	  	*	  	*	  	*	  	*
						
	 9.
	  	*	  	*	  	*	  	*	  	*
						
	 10.
	  	*	  	*	  	*	  	*	  	*
						
	 11.
	  	*	  	*	  	*	  	*	  	*
						
	 12.
	  	*	  	*	  	*	  	*	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Page 3	  	Gap/IBM CONFIDENTIAL










											
	 #
	  	Critical
Deliverable	  	Deliverable Description	  	Completion Criteria	  	Delivery Date	  	Credit
Amount
						
	 13.
	  	*	  	*	  	*	  	*	  	*
						
	 14.
	  	*	  	*	  	*	  	*	  	*
						
	 15.
	  	*	  	*	  	*	  	*	  	*
						
	 16.
	  	*	  	*	  	*	  	*	  	*
						
	 17.
	  	*	  	*	  	*	  	*	  	*
						
	 18.
	  	*	  	*	  	*	  	*	  	*
						
	 19.
	  	*	  	*	  	*	  	*	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Page 4	  	Gap/IBM CONFIDENTIAL










 

 
  

 Exhibit B.3 – Measuring Tools and Methodology 
 to 
 Master Services Agreement

  

	
	This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap, Inc. and IBM, this document and the
information contained herein may not be published, disclosed, or used for any other purpose.

  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information                    	  	









 

 
  
 EXHIBIT B.3 – MEASURING
TOOLS AND METHODOLOGY 
 This Exhibit B.3 (Measuring Tools and Methodology) is an exhibit to Exhibit B (Service Level Agreement) of the Master
Services Agreement dated as of the Reference Date between Gap and Supplier (the “Agreement”). Unless the context otherwise requires, capitalized terms used herein but not otherwise defined herein shall have the meanings given in Exhibit B
(Service Level Agreement) or Section 1 (Definitions) of the Agreement. 
 SERVICE LEVEL AGREEMENT (SLA) METRICS METHODOLOGY 
 Attributes of the SLA Metrics 
 The following information is provided
for each Metric. 
  

			
	 Attribute
	  	 Description

		
	 Metric Number/Name
	  	The number and name of the Metric.
		
	 Metric Description
	  	A general description of the Metric.
		
	 Source
	  	This describes the source of base data for the Metric.
		
	 How Measured
	  	As applicable, this discusses how the data are to be used and the parameters of any formula. If not monitored continuously and calculated once for the entire measurement period, this section
will describe the frequency of measurement.
		
	 Measurement Interval
	  	The period for which performance is calculated under the Metric.
		
	 Reporting Interval
	  	The frequency with which the IBM reports results of the Metric to the Gap.
		
	 Schedule
	  	The service timeframes covered by the Metric
		
	 Target
	  	This is the mutually agreed upon Expected Service Level performance for the Metric.
		
	 Measurement methodology
	  	Describe the proposed SLA measurement methodologies providing how, what, when, where, etc. details from the source data collection / monitoring, through Peregrine and other tools to a final
repository of information --- include any necessary manual inputs.
		
	 Assumptions
	  	Identify all assumptions of the proposed metrics collection methods (anything that you assume in the absences of needed information that is essential to you decisions on the
methodology).
		
	 Constraints
	  	Identify all constraints of the proposed metrics collection methodology (any limitations or factors that limit or affect the metric methodology).
		
	 Tools
	  	Identify the tools required for data collections and/or monitoring.
		
	 Methods
	  	Identify manual versus automated methods in what was described above.
		
	 Reporting Methods
	  	In addition to the data collection (measurement) tools, what other tools will be used to generate the required reporting for SLA/QPM, Tech Services Reports, etc.
		
	 Comments
	  	Any other data necessary to explain the above.

  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 1 of 76









 

 
  
 B.1 SLA METRICS 
  

			
	SLA B1.1: Stores Service Request Handling
		
	Metric Number/Name:	  	1.1.1 IBM Call Center Availability
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	
		
	Tools	  	
		
	Methods	  	
		
	Data Calculation Method	  	*
		
	Reporting Method	  	
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 2 of 76









 

 
  

			
	Metric Number/Name:	  	1.1.2 Average Speed to Answer
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	
		
	Constraints	  	
		
	Tools	  	
		
	Methods	  	
		
	Data Calculation Method	  	*
		
	Reporting Method	  	
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 3 of 76









 

 
  

			
	Metric Number/Name:	  	1.1.3 Service Request Duration
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	
		
	Constraints	  	
		
	Tools	  	
		
	Methods	  	
		
	Data Calculation Method	  	*
		
	Reporting Method	  	
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 4 of 76









 

 
  

			
	SLA B.1.2: Stores POS Priority Response Services Calls
		
	Metric Number/Name:	  	1.2.1 Critical (T2/C2) Problem Resolution for Priority Stores
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 5 of 76









 

 
  

			
	Metric Number/Name:	  	1.2.2 Critical (T2/C2) Problem Resolution for Non-Priority Stores
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 6 of 76









 

 
  

			
	Metric Number/Name:	  	1.2.3 Urgent (T4/C4) Problem Resolution
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 7 of 76









 

 
  

			
	 Metric Number/Name:
	  	1.2.4 Next Business Day (NBD) Problem Resolution for C6 and T6 problems
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 8 of 76









 

 
  

			
		
	Metric Number/Name:	  	1.2.5 Customer Replaceable Unit (CRU)
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 9 of 76









 

 
  

			
	Metric Number/Name:	  	1.2.6 Scheduled Call
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 10 of 76









 

 
  

			
	Metric Number/Name:	  	1.2.7 NBD CISCO C6
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 11 of 76









 

 
  

			
	SLA B.1.3: Store LRT Service Levels
		
	Metric Number/Name:	  	1.3.1 Inventory Management
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Daily
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 12 of 76









 

 
  

			
	Metric Number/Name:	  	1.3.2 Spares Pool
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	To be established during Presumptive period.
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 13 of 76









 

 
  

			
	Metric Number/Name:	  	1.3.3 Software Production Support Severity 1
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	To be established during Presumptive period.
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 14 of 76









 

 
  

			
	Metric Number/Name:	  	1.3.4 Software Production Support Severity 2
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	To be established during Presumptive period.
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 15 of 76









 

 
  

			
	Metric Number/Name:	  	1.3.5 Software Production Support Severity 3
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	To be established during Presumptive period.
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 16 of 76









 

 
  

			
	SLA B.1.4: Help Desk Service Levels
		
	Metric Number/Name:	  	1.4.1 First Call Resolution
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 17 of 76









 

 
  

			
	Metric Number/Name:	  	1.4.2 Abandon Rate
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 18 of 76









 

 
  

			
	Metric Number/Name:	  	1.4.3 Average Speed to Answer (in seconds)
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 19 of 76









 

 
  

			
	Metric Number/Name:	  	1.4.4 Overall Help Desk Customer Satisfaction Rate
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	
		
	Data Calculation Method	  	*
		
	Reporting Method	  	
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 20 of 76









 

 
  

			
	SLA B.1.5: Corporate Support Problem Management Service Levels
		
	Metric Number/Name:	  	1.5.1 Severity 1 High Availability Systems
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 21 of 76









 

 
  

			
	Metric Number/Name:	  	1.5.2 Severity 1 Standard Availability Systems
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 22 of 76









 

 
  

			
	Metric Number/Name:	  	1.5.3 Severity 2 High Availability Systems
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 23 of 76









 

 
  

			
	Metric Number/Name:	  	1.5.4 Severity 2 Standard Availability Systems
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 24 of 76









 

 
  

			
	Metric Number/Name:	  	1.5.5 Severity 3 Problem Resolution
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 25 of 76









 

 
  

			
	Metric Number/Name:	  	1.5.6 Severity 4 Problem Resolution
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 26 of 76









 

 
  

			
	Metric Number/Name:	  	1.5.7 Root Cause Analysis for Severity 1 Problems
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	
		
	Constraints	  	*
		
	Tools	  	
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 27 of 76









 

 
  

			
	SLA B.1.6: Enterprise Network Service Level
		
	Metric Number/Name:	  	1.6.1 Store Voice Network Availability
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	The reporting interval is a rolling twelve month interval
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 28 of 76









 

 
  

			
	Metric Number/Name:	  	1.6.2 Store Data Network Availability
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	The reporting interval is a rolling twelve month interval
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 29 of 76









 

 
  

			
	Metric Number/Name:	  	1.6.3 Corporate Voice Network Availability
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	The reporting interval is a rolling twelve month interval
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 30 of 76









 

 
  

			
	Metric Number/Name:	  	1.6.4 Corporate Data Network Availability
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	The reporting interval is a rolling twelve month interval
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 31 of 76









 

 
  

			
	Metric Number/Name:	  	1.6.5 Port Availability
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 32 of 76









 

 
  

			
	Metric Number/Name:	  	1.6.6 Network Delay
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 33 of 76









 

 
  

			
	Metric Number/Name:	  	1.6.7 Network Packet Loss
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 34 of 76









 

 
  

			
	Metric Number/Name:	  	1.6.8 Network Jitter
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 35 of 76









 

 
  

			
	Metric Number/Name:	  	1.6.9 End to End Delay
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 36 of 76









 

 
  
 TABLE 3: Network Performance Commitments

  

							
	 Measurement Region
	  	 Committed Network Round
 Trip Delay
	  	 Committed Network
 Packet Loss
	  	 Committed Network
 Jitter

	 INTRA-REGION
	  		  		  	
	 North America
	  	*	  	*	  	*
	 Europe
	  	*	  	*	  	*
	 Asia
	  	*	  	*	  	*
	 South Pacific
	  	*	  	*	  	*
				
	 INTER-REGION
	  		  		  	
	 Europe to North America
	  	*	  	*	  	*
	 Japan to North America
	  	*	  	*	  	*
	 Hong Kong to North America
	  	*	  	*	  	*
	 Korea to North America
	  	*	  	*	  	*
	 Singapore to North America
	  	*	  	*	  	*
	 South Pacific to North America
	  	*	  	*	  	*
	 Latin America to North America
	  	*	  	*	  	*
	 Chile to North America
	  	*	  	*	  	*
	 Colombia to North America
	  	*	  	*	  	*
	 Venezuela to North America
	  	*	  	*	  	*
	 Puerto Rico to Continental United States
	  	*	  	*	  	*
	 Hawaii to Continental United States
	  	*	  	*	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 37 of 76









 

 
  

			
	SLA B.1.7: Mainframe Service Levels
		
	Metric Number/Name:	  	 1.7.1 Mainframe Availability
 1.7.2 Region
Availability
 1.7.3 DBMS Availability
 1.7.4
LPAR/Domain Availability

		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Daily
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 38 of 76









 

 
  

			
	SLA B.1.8: * Servers	  	
		
	Metric Number/Name:	  	1.8.1 * Clustered Server Availability
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*

		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Frequency of Measurement	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 39 of 76









 

 
  

			
	Metric Number/Name:	  	1.8.2 * Server Availability
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Frequency of Measurement	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 40 of 76









 

 
  

			
	Metric Number/Name:	  	1.8.3 Reconfigure an existing server to meet development needs
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Established during the Presumptive Measurement Period
		
	Reporting Interval:	  	Established during the Presumptive Measurement Period
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Frequency of Measurement	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 41 of 76









 

 
  

			
	Metric Number/Name:	  	1.8.4 Provision a new server once the hardware is available
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Established during the Presumptive Measurement Period
		
	Reporting Interval:	  	Established during the Presumptive Measurement Period
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Frequency of Measurement	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 42 of 76









 

 
  

			
	Metric Number/Name:	  	1.8.5 Provision a new LPAR/domain in an existing server
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Established during the Presumptive Measurement Period
		
	Reporting Interval:	  	Established during the Presumptive Measurement Period
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Frequency of Measurement	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 43 of 76









 

 
  

			
	Metric Number/Name:	  	1.8.6 Provision additional 1 TB of storage once hardware is available
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Established during the Presumptive Measurement Period
		
	Reporting Interval:	  	Established during the Presumptive Measurement Period
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Frequency of Measurement	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 44 of 76









 

 
  

			
	SLA B.1.9: * Servers
		
	Metric Number/Name:	  	1.9.1 * Clustered Server Availability
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Frequency of Measurement	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 45 of 76









 

 
  

			
	Metric Number/Name:	  	1.9.2 * Server Availability
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Frequency of Measurement	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 46 of 76









 

 
  

			
	Metric Number/Name:	  	1.9.3 Reconfigure an existing server to meet development needs
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Established during the Presumptive Measurement Period
		
	Reporting Interval:	  	Established during the Presumptive Measurement Period
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Frequency of Measurement	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 47 of 76









 

 
  

			
	Metric Number/Name:	  	1.9.4 Reconfigure an existing environment to meet production needs
		
	Metric Description:	  	
		
	Source:	  	
		
	How Measured:	  	*
		
	Measurement Interval:	  	Established during the Presumptive Measurement Period
		
	Reporting Interval:	  	Established during the Presumptive Measurement Period
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Frequency of Measurement	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 48 of 76









 

 
  

			
	Metric Number/Name:	  	1.9.5 Provision a new server once the hardware is available (up through OS)
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Established during the Presumptive Measurement Period
		
	Reporting Interval:	  	Established during the Presumptive Measurement Period
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Frequency of Measurement	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 49 of 76









 

 
  

			
	Metric Number/Name:	  	1.9.6 Provision a new virtual machine (VMware) in an existing server
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Established during the Presumptive Measurement Period
		
	Reporting Interval:	  	Established during the Presumptive Measurement Period
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Frequency of Measurement	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 50 of 76









 

 
  

			
	Metric Number/Name:	  	1.9.7 Provision additional storage once the hardware is available
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Established during the Presumptive Measurement Period
		
	Reporting Interval:	  	Established during the Presumptive Measurement Period
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Frequency of Measurement	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 51 of 76









 

 
  

			
	SLA B.1.10: Security Incident Response Team (SIRT) Service Levels
		
	Metric Number/Name:	  	1.10.1 Security Vulnerability Evaluation
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly (Depending on number of alerts)
		
	Reporting Interval:	  	Monthly (Depending on number of alerts)
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Frequency of Measurement	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 52 of 76









 

 
  

			
	Metric Number/Name:	  	1.10.2 Critical Patches Known exploit in the environment
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly (Depending on number of alerts)
		
	Reporting Interval:	  	Monthly (Depending on number of alerts)
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Frequency of Measurement	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 53 of 76









 

 
  

			
	Metric Number/Name:	  	1.10.3 Critical Patches, Known exploit outside the environment
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly (Depending on number of alerts)
		
	Reporting Interval:	  	Monthly (Depending on number of alerts)
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Frequency of Measurement	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 54 of 76









 

 
  

			
	Metric Number/Name:	  	1.10.4 Critical Patches, No known exploit
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly (Depending on number of alerts)
		
	Reporting Interval:	  	Monthly (Depending on number of alerts)
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Frequency of Measurement	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 55 of 76









 

 
  

			
	SLA B.1.11: Corporate Production Operations Service Levels
		
	Metric Number/Name:	  	1.11.1 Production and Scheduling
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Frequency of Measurement	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 56 of 76









 

 
  

			
	SLA B.1.12: Distribution Center Support Service Levels
		
	Metric Number/Name:	  	1.12.1 Average Speed to Answer Distribution Center
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	
		
	Data Calculation Method	  	*
		
	Reporting Method	  	
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 57 of 76









 

 
  

			
	Metric Number/Name:	  	1.12.2 DC Systems Availability
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 58 of 76









 

 
  

			
	Metric Number/Name:	  	1.12.3 RF Gun Resets
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 59 of 76









 

 
  

			
	Metric Number/Name:	  	1.12.4 Printer Resets (WMS Application)
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 60 of 76









 

 
  

			
	Metric Number/Name:	  	1.12.5 Terminal Resets (WMS Application)
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 61 of 76









 

 
  

			
	Metric Number/Name:	  	1.12.6 Operator ID Logoffs (WMS Application)
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 62 of 76









 

 
  

			
	Metric Number/Name:	  	1.12.7 Password resets, including SCAN and Prompt (WMS Application)
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 63 of 76









 

 
  

			
	SLA B.1.13: IMAC Performance Service Levels
		
	Metric Number/Name:	  	1.13.1 Project Management
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 64 of 76









 

 
  

			
	Metric Number/Name:	  	1.13.2 Server Devices Installed on time
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 65 of 76









 

 
  

			
	Metric Number/Name:	  	1.13.3 Server Devices Move, Add, Change on time
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 66 of 76









 

 
  

			
	Metric Number/Name:	  	1.13.4 Network Devices Installed on time
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 67 of 76









 

 
  

			
	Metric Number/Name:	  	1.13.5 Network Devices Move, Add, Change on time
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 68 of 76









 

 
  

			
	Metric Number/Name:	  	1.13.6 Campus Workstation Installations, Moves, Adds and Changes
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 69 of 76









 

 
  

			
	Metric Number/Name:	  	1.13.7 Remote Workstation Installs, Moves, Adds, and Changes,
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 70 of 76









 

 
  

			
	SLA B.1.14: Corporate Asset Management Service Levels
		
	Metric Number/Name:	  	1.14.1 Next Day Updates
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 71 of 76









 

 
  

			
	Metric Number/Name:	  	1.14.2 Second Day Updates
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 72 of 76









 

 
  

			
	Metric Number/Name:	  	1.14.3 Accuracy of Hardware and Peripherals Database
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Annual
		
	Reporting Interval:	  	Annual
		
	Schedule:	  	
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 73 of 76









 

 
  

			
	Metric Number/Name:	  	1.14.4 Accuracy of Software Application Database
		
	Metric Description:	  	*
		
	Source:	  	*
		
	How Measured:	  	*
		
	Measurement Interval:	  	Annual
		
	Reporting Interval:	  	Annual
		
	Schedule:	  	
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 74 of 76









 

 
  

			
	SLA B.1.15: Reports Service Levels
		
	Metric Number/Name:	  	1.15.1 Critical Reports
		
	Metric Description:	  	*
		
	Source:	  	
		
	How Measured:	  	*
		
	Measurement Interval:	  	Monthly
		
	Reporting Interval:	  	Monthly
		
	Schedule:	  	*
		
	Target:	  	*
		
	Data Collection Methodology	  	
		
	Measurement Methodology	  	*
		
	Assumptions	  	*
		
	Constraints	  	*
		
	Tools	  	*
		
	Methods	  	*
		
	Data Calculation Method	  	*
		
	Reporting Method	  	*
		
	Comments	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 75 of 76









 

 
  

			
	SLA B.1.16: Critical Reports Service Levels
		
	 Critical Reports
	  	 Critical Reports

		
	*	  	*
		
	*	  	*
		
	*	  	*
		
	*	  	*

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit B.3
	  	Gap/IBM Confidential and Proprietary Information    	  	Page 76 of 76










 

 
  

 Exhibit C – Fees and Resource Baselines 
 To 
 Master Services Agreement

 Date: January 13, 2006 
 This
document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap, Inc. and IBM, this document and the information contained herein may not be published, disclosed, or
used for any other purpose. 
  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 1










 

 
  

 Table of Contents 
  

					
	 	 	 	  	Page No.
	I.	 	Introduction	  	3
	II.	 	Tables	  	3
	III.	 	Definitions	  	4
	IV.	 	General	  	9
	V.	 	Resource Units and Measurements	  	11
	VI.	 	Resource Categories and Measurement Methodology	  	22
	VII.	 	Invoicing and Reporting	  	26
	VIII.	 	Adjustment to Resource Unit IT Configurations	  	26
	IX.	 	Adjustments to Project Management Office	  	30
	X.	 	Annual Stranded Costs Review	  	31
	XI.	 	Transition Fees	  	31
	XII.	 	Prepaid items	  	31
	XIII.	 	Travel	  	32
	XIV.	 	Managed Third Party Expenses	  	32
	XV.	 	Cost of Living Adjustment	  	34
	XVI.	 	Non-Recurring Initiatives	  	35
	XVII.	 	Termination and Replacement of Existing Agreements	  	37
	XVIII.	 	Financial Responsibility Matrix	  	38
	XIX.	 	Software Inventory *	  	39
	XX.	 	Contract Year Period	  	41



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 2










 

 
  

 Exhibit C 
 Fees and Resource Baselines 
  

	I.	INTRODUCTION 

 This Exhibit C (Fees and Resource
Baselines) to the Agreement (this “Exhibit C”) sets forth the Monthly Baselines and describes the methodology for calculating the Charges with respect to the Services. The fundamental premise of the pricing structure of the Agreement is
that *. The amounts paid by Gap associated with each Authorized Billing Mechanism include *. There are additional payment obligations that may arise as to each of the Parties specifically set forth in the Agreement (e.g., *), but which are not
included in the Annual Services Charge; nothing in this Section I (Introduction) is intended to alter the respective obligations of the Parties as to such payment obligations as set forth in the Agreement. 
  

	II.	TABLES 

 The following Tables are attached to and
made part of this Exhibit C: 
  

			
	 Table Name
	  	 Table Number

	 Annual Services Charge
	  	 Table C.1

	 Annual Services Charge - Monthly
	  	 Table Monthly C.1

	 IT Price Summary (for reference purposes only)
	  	 Table C.1.1

	 IT Price Detail (for reference purposes only)
	  	 Table C.1.2

	 IT Baselines
	  	 Table C.1.3

	 Resource Unit Baselines
	  	 Table C.2

	 Resource Unit Baselines - Monthly
	  	 Table Monthly C.2

	 ARC/RRC Price
	  	 Table C.2.1

	 Image ARC Hardware
	  	 Table C.2.2

	 Utilization Boundaries
	  	 Table C.3

	 Utilization Boundaries – Monthly
	  	 Table Monthly C.3

	 Boundary Unit Price
	  	 Table C.3.1

	 IBM Sprint Pricing
	  	 Table C.3.1.1




	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 3










 

 
  


			
	 Table Name
	  	 Table Number

	 Network Transport Rate Table – Corporate Circuits
	  	 Table C.3.1.2

	 Utilization Boundaries – Long Distance Minutes
	  	 Table C.3.1.3

	 Utilization Boundaries – Corporate Circuits
	  	 Table C.3.1.4

	 Boundary Resource Unit Allocation
	  	 Table C.3.2

	 Termination for Convenience Fees
	  	 Table C.6

	 Financial Responsibility Matrix
	  	 Table C.7

	 Financial Responsibility Matrix – Personnel
	  	 Table C.7.1

	 Financial Responsibility Matrix – Software
	  	 Table C.7.2

	 Financial Responsibility Matrix – Software Examples
	  	 Table C.7.3

	 Financial Responsibility Matrix – Hardware
	  	 Table C.7.4

	 Financial Responsibility Matrix – Facilities
	  	 Table C.7.5

	 Monthly Invoice and Reporting Sample
	  	 Table C.8

	 Brand Allocation Formula
	  	 Table C.8.1

	 RESERVED
	  	 Table C.8.2

	 RESERVED
	  	 Table C.8.3

	 RESERVED
	  	 Table C.8.4

	 Tax Only Invoice
	  	 Table C.8.5

	 Project Labor Rates – Hourly
	  	 Table C.9

	 Consultant Labor Rates
	  	 Table C.9.1

	 Project Labor Rates – FTE
	  	 Table C.9.2

	 Labor Rate Definitions
	  	 Table C.9.3

	 IT Configuration Baselines
	  	 Table C.10

	 IT Configuration Baselines – Monthly
	  	 Table Monthly C.10

	 IT Configuration Unit Price
	  	 Table C.10.1

	 IT Configuration Resource Unit Allocation
	  	 Table C.10.2

	 RESERVED
	  	 Table C.11

	 Stores Hardware and Peripheral Unit Pricing – Part A
	  	 Table C.12.1

	 Stores Hardware and Peripheral Unit Pricing – Part B
	  	 Table C.12.2

	 Image Consolidation Baseline
	  	 Table C.13

	 Definitions
	  	 Table C.14


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 4










 

 
  


	III.	DEFINITIONS 

 Capitalized terms used but not defined
in this Exhibit C shall have the meanings specified in the Agreement and all Exhibits attached thereto. The following capitalized terms used in this Exhibit C shall have the meanings specified below: 
 “Actual Billed Hours, By NRI Report” shall have the meaning set forth in Section 16.3(d). 
 “Actual Consolidated Images” shall have the meaning set forth in Section 5.5(a)(2)(A). 
 “Actual Inflation” shall have the meaning set forth in Section XV (Cost of Living Adjustment). 
 “Actual IT Configuration Usage” shall have the meaning set forth in Section 8.4(a) (Monthly IT Configuration Variance Analysis).

 “Actual Resource Units” or “Actual RUs” shall have the meaning set forth in Section 0(1) (Resource Unit
Adjustment). 
 “Actual Resource Unit Usage” or “Actual RU Usage” shall have the meaning set forth in
Section 6.1(a)(1) (Resource Unit Adjustment). 
 “Actual Utilization Boundary Usage” shall have the meaning set forth in
Section 6.1(b)(4) (Utilization Boundary Adjustment). 
 “Additional Resource Charges” or “ARC” shall
mean the incremental adjustment for each RU where Gap’s actual monthly utilization was higher than the applicable Monthly Baseline for such RU. The applicable ARC rates are identified in Table C.2.1 (ARC/RRC Price). 
 “Adjusted Actual Resource Units” or “Adjusted Actual RUs” shall have the meaning set forth in Section 5.5
(a)(2)(A). 
 “Adjusted Utilization Boundary Baseline” shall have the meaning set forth in Section 6.1(a)(2)
(3) (Utilization Boundary Adjustment). 
 “Agreement” shall means the Master Services Agreement dated as of the
Reference Date between Gap and Supplier. 
 “Annual Services Charge” or “ASC” shall mean the base charges
set forth in Table C.1 (Annual Services Charge) and Table Monthly C.1 (Annual Services Charge – Monthly) payable by Gap for Supplier’s provision of the Services that includes the quantity of Resource Units set forth under the Monthly
Baselines set forth in Table C.2 (Resource Unit Baselines) and Table Monthly C.2 (Resource Unit Baselines – Monthly). 
 “Authorized Billing Mechanism(s)” shall have the meaning set for in Section I. 
  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 5










 

 
  

 “Base Year Index” shall have the meaning set forth in Section XV (Cost of Living
Adjustment). 
 “Boundary Resource Unit Allocation” shall mean the quantity of Boundary Units that are associated with the
ARC or RRC of a Resource Unit. 
 “Boundary Unit” or “BU” shall mean the unit of measure for which there is
a Utilization Boundary set forth in Table C.3 (Utilization Boundaries) and Table Monthly C.3 (Utilization Boundaries – Monthly). 
 “Boundary Unit Price” shall mean the incremental adjustment for each BU where Gap’s actual monthly utilization was higher or lower than the applicable Utilization Boundary baseline for such BU. The applicable Boundary
Unit Prices are identified in Table C.3.1 (Boundary Unit Price). 
 “Business-as-Usual” or “BaU” shall mean
*. 
 “Business Metric Tower” shall mean the categorization of services and Charges set forth in Table C.1 (Annual Services
Charge). 
 “Central Support Site” shall mean a Gap Site designated by Gap in Exhibit D.17 as eligible to receive Services
for Corporate Users under this Agreement and further identified by Resource Unit definitions set forth in Table C.14 (Definitions). 
 “Charges” shall mean the base charges comprising the ASC, and all adjustments to such charges as set forth in this Exhibit C. 
 “COLA Factor” shall have the meaning set forth in Section XV (Cost of Living Adjustment). 
 “COLA Sensitivity Factor” shall have the meaning set forth in Section XV (Cost of Living Adjustment). 
 “Consolidated Image Variance” shall have the meaning set forth in Section 5.5(a)(2)(A). 
 “Contract
Year” shall have the meaning set forth in Section XIX (Contract Year Period). 
 “Corporate Users” shall mean those
users located at a Central or Full Support Site as their primary work location and eligible to receive the Services as part of the scope of the Agreement, as further classified by the Resource Unit definitions set forth in Table C.14 (Definitions).

 “Cost of Living Adjustment” or “COLA” shall have the meaning set forth in Section XV (Cost of Living
Adjustment). 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 6










 

 
  

 “CPI-U” shall mean the unadjusted Consumer Price Index, as published in the Summary
Data from the Consumer Price Index News Release by the Bureau of Labor Statistics, Series ID: CUUR0000SA0, U.S. Department of Labor, For All Urban Consumers. If the Bureau of Labor Statistics redefines the base year for the CPI-U, the Parties will
continue to use the CPI-U, but will convert the Base Year Index to the new base year by using the appropriate conversion formula issued by the Bureau of Labor Statistics. 
 “Credits” shall mean reductions to Charges as set forth in this Exhibit C. 
 “Distribution Center” shall mean a Gap distribution center identified in Exhibit D.17 as eligible to receive the Services under this Agreement. 
 “E-mail ID” shall mean a logical address within the Corporate E-Mail system, with the capability to send and/or receive electronic mail. 
 “Enterprise License Agreement” or “ELA” shall have the meaning set forth in Section 4.5(a). 
 “EUC” shall mean End User Computing. 
 “Fixed Fee” shall mean the charges that are independent of resource usage and will be invoiced on a prorated monthly basis. 
 “Forecasted Consolidated Images” and shall mean the number of Operational Images forecasted to be successfully consolidated by Supplier set forth in Table C.13 (Image Consolidation Baseline).

 “FTE (Full Time Equivalent)” shall mean a level of effort, including vacation and other non-productive time (but including
a reasonable amount of overtime), equivalent to that which would be provided by one (1) person working Full Time. An individual person can only be counted as one (1) FTE. More than one (1) person may be allowed to provide Services and
be counted as a single FTE. 
 “Full Support Site” shall mean a Gap Site designated by Gap in Exhibit D.17 as eligible to
receive the Services under this Agreement and further identified by the Resource Unit definitions set forth in Table C.14 (Definitions). 
 “IMAC” shall have the meaning set forth in Table C.14 (Definitions). 
 “Infrastructure Services”
shall have the meaning set forth in Section 5.5(c). 
 “IT Configuration Unit(s)”, “IT Configuration(s)”,
“Resource Unit IT Configuration(s)” shall mean the types and quantities of support provided to specific Resource Unit categories as described in this Exhibit C. IT Configurations are identified in Table C.10 (IT Configuration Baselines)
and Table Monthly C.10 (IT Configuration Baselines – Monthly). 
  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 7










 

 
  

 “IT Configuration Resource Unit Allocation” shall mean the quantity of IT
Configuration Units that are associated with the ARC or RRC of a Resource Unit. 
 “IT Configuration Unit Price” shall be the
unit prices set forth in IT Configuration Units set forth in table C-10.1 (IT Configuration Unit Price). 
 “IT Configuration
Variance” shall have the meaning set forth in Section 8.4(a). 
 “Managed Third Party Expenses” shall have the
meaning set forth in Section 14.1. 
 “Monthly Baselines” shall mean the number of RUs to be provided by Supplier in any
month as further described in Section IV (General) and identified in Table Monthly C.2 (Resource Unit Baselines – Monthly). 
 “Monthly IT Configuration Variance” shall have the meaning set forth in Section 8.4(a). 
 “Non-Recurring Initiative” or “NRI” shall have the meaning set forth in Section 1.98 of the Agreement. 
 “NSI” means *. 
 “Off-Site Tape Storage” shall have the meaning set forth
in Section 5.5(a)(3)(B). 
 “On-Site Tape Storage” shall have the meaning set forth in Section 5.5(a)(3)(A).

 “Operational Image” shall have the meaning set forth in Section 5.5(a)(2)(A). 
 “Out months” shall have the meaning set forth in Section XIX (Contract Year Period). 
 “Project” shall have the meaning set forth in the Agreement. 
 “Reduced Resource Credit” or “RRC” shall mean the incremental adjustment for each RU where Gap’s actual monthly
utilization was lower than the applicable Monthly Baseline for such RU. The applicable RRC rates are identified in Table C.2.1 (ARC/RRC Price). 
 “Resource Unit” or “RU” shall mean the unit of measure for which there is a Monthly Baseline. RUs are defined throughout this Exhibit C. 
 “Service Level Credits” shall have the meaning set forth in Exhibit B (Service Level Agreement). 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 8










 

 
  

 “Store” shall mean a Gap store identified in Exhibit D.17 as eligible to receive the
Services under this Agreement and further classified as Small, Medium, or Flagship as set forth in Table C.14 (Definitions). 
 “Stranded Costs” shall have the meaning set forth in the Agreement. 
 “Transition Fee” shall mean
the charges set forth in Section XI (Transition Fees) and Table C.1 (Annual Services Charge) and Table Monthly C.1 (Annual Services Charge – Monthly). 
 “Utilization Boundary” or “Utilization Boundaries” shall mean the agreed baseline of IT parameters applicable to the various RUs as described in this Exhibit C. Utilization Boundaries
are identified in Table C.3 (Utilization Boundaries) and Table Monthly C.3 (Utilization Boundaries – Monthly). 
  

	IV.	GENERAL 

  

	 	4.1	Annual Services Charge 

 The Annual Services Charge
is set forth in Table C.1 (Annual Services Charge) and Table Monthly C.1 (Annual Services Charge – Monthly). The ASC may be modified during the Term by and in accordance with the other provisions of the Agreement and this Exhibit C. Supplier
shall invoice Gap the monthly amount of the ASC specified in Table Monthly C.1 (Annual Services Charge – Monthly) for the then current month of the Contract Year. 
  


	 	4.2	Variable Charges 

 For variances in actual usage of
the Monthly Baselines or the Utilization Boundaries included in the ASC, this Exhibit C details how Supplier will invoice or credit Gap for the variances. Table Monthly C.2 (Resource Unit Baselines - Monthly) identifies the baseline Resource Units
included in the Services, subject to the IT Configuration baselines set forth in Table Monthly C.10 (IT Configuration Baselines - Monthly). * Actual usage of Utilization Boundaries will be measured and reported *. Table Monthly C.3 (Utilization
Boundaries) identifies the *. For variances in the Utilization Boundaries, utilization in each component will be tracked and reported * and will be aggregated across the enterprise and reconciled on a * basis. * 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 9










 

 
  

 *. 
 Starting on the Initiation Date of the Agreement and monthly thereafter, Resource Units will be measured, tracked and reported by Supplier, in the following categories: 
  

	 	(a)	Stores; 

  

	 	(b)	Corporate Users; 

  

	 	(c)	Distribution Centers; 

  

	 	(d)	Site Support; and 

  

	 	(e)	Infrastructure Services (NSI, Supply Chain, and Data Center). 

  

	 	4.3	Invoices 

 Charges for the Services as set forth in
Table Monthly C.1 (Annual Services Charge – Monthly) shall be invoiced in accordance with Section 27 (Invoices and Payments) of the Agreement. 
  

	 	4.4	Supplier resources 

 *. In the event that any of the
environments, operating in Gap Sites as of the Reference Date, are relocated to Supplier Sites these environments may become Resource Units as mutually agreed by the Parties. 
  

	 	4.5	Software 

  

	 	(a)	Software products, from Supplier and from other third party suppliers, are *. For Supplier Software, the existing * will remain in place to (1) as a reference document


  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 10










 

 
  

 for the Financial Responsibility Matrix; and (2) to provide pricing and terms for additional
discrete Software that may be required by Gap outside of the Services. Supplier will assume financial responsibility for all other Software products set forth in Exhibit D.8 (Existing Agreements) of the Agreement. 
  

	 	(b)	Financial responsibility for Software, except as otherwise specifically designated as a Party’s financial responsibility in Exhibit D.8 (Existing Agreements), is determined as
set forth in Table C.7.2 (Financial Responsibility Matrix – Software). 

  

	 	(c)	For purposes of clarity, Supplier’s financial responsibility indicates that all Software required for the delivery of Services *. Gap’s financial responsibility indicates
that the Software *. 

  

	 	4.6	HR Validation 

 Within ten (10) days after the
Reference Date, Gap will provide Supplier with an update to the HR data files previously provided which will include the actual names (currently represented anonymously by numbers) of the Affected Employees, years of service and their then current
salaries. Changes resulting from the validation shall be subject to equitable adjustment to reconcile any variances. 
  

	 	4.7	First Month Variable Charges 

 Notwithstanding the
foregoing, *. For the avoidance of doubt the first month of the first Contract Year is a partial month and all Charges for the Services *. 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 11










 

 
  


	V.	RESOURCE UNITS AND MEASUREMENTS 

  

	 	5.1	Stores – Class A (Flagship), Class B (Medium), or Class C (Small Store) 

  

	 	(a)	Supplier will invoice Gap * for *. 

  

	 	(b)	For repair of items set forth in Table C.12.1 (Stores Hardware and Peripheral Unit Pricing – Part A) and Table C.12.2 (Stores Hardware and Peripheral Unit Pricing – Part
B) and for replacement of items set forth in Table C.12.1 (Stores Hardware and Peripheral Unit Pricing Part A) and C.12.2 (Stores Hardware and Peripheral Unit Pricing Part B) not associated with Refresh, Supplier will invoice Gap * for *.


  

	 	5.2	Corporate Users – Central Support or Full Support 

 Supplier will invoice Gap * for charges associated with Corporate Users as defined in this Exhibit C, in accordance with the Annual Services Charge set forth in Table Monthly C.1 (Annual Services Charge – Monthly) and Resource Unit
Baselines set forth in Table Monthly C.2 (Resource Unit Baselines - Monthly). ARCs and RRCs apply to Corporate Users Resource Unit usage and will be charged or credited based on the rates set forth in Table C.2.1 (ARC/RRC Price) and the process set
forth in Section 0. Utilization Boundaries apply to Corporate Users Boundary Unit usage and will be charged or credited based on the rates set forth in Table C.3.1 (Boundary Unit Price) and the process set forth in Section 6.1(a)(2).

  

	 	5.3	Distribution Centers 

  

	 	(a)	Supplier will invoice Gap * for charges associated with Distribution Centers, in accordance with the Annual Services Charge set forth in Table Monthly C.1 (Annual Services Charge
– Monthly) and Resource Unit Baselines set forth in Table Monthly C.2 (Resource Unit Baselines - Monthly). Utilization Boundaries apply to Distribution 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 12










 

 
  

 Centers Boundary Unit usage and will be charged or credited based on the rates set forth in Table
C.3.1 (Boundary Unit Price) and the process set forth in Section 6.1(a)(2). 
  

	 	(b)	There are no ARCs and RRCs for Distribution Centers Resource Unit usage. A Non-Recurring Initiative shall be established to add or remove a Distribution Center. *.


  

	 	5.4	Site Support – Corporate Campus Sites or Field Offices 

  

	 	(a)	Supplier will invoice Gap * for charges associated with Sites as defined in this Exhibit C, in accordance with the Annual Services Charge set forth in Table Monthly C.1 (Annual
Services Charge – Monthly) and Resource Unit Baselines set forth in Table Monthly C.2 (Resource Unit Baselines - Monthly). Utilization Boundaries apply to Sites Boundary Unit usage and will be charged or credited based on the rates set forth in
Table C.3.1 (Boundary Unit Price) and the process set forth in Section 6.1(a)(2). 

  

	 	(b)	There are no ARCs and RRCs for Sites Resource Unit usage. A Non-Recurring Initiative shall be established to add or remove a Site. * 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 13










 

 
  

 *. 
  

	 	5.5	Infrastructure Services 

  

	 	(a)	Services Components 

  

	 	(1)	Mainframe Services Resources 

  

	 	(A)	Host CPU Resources (MIPs) 

 Resource usage will be
measured by the *. ARCs and RRCs apply to CPU resource usage and will be charged based on the rates set forth in Table C.2.1 (ARC/RRC Price). 
  

	 	(B)	Storage Area Network (SAN) – Mainframe 

 Resource
usage for this category will be measured as *. SAN storage allocation will be monitored using *. Resource usage for SAN storage will be measured, tracked and reported in partial RUs. The SAN Baseline in Table Monthly C.2 (Resource Unit Baselines -
Monthly) reflects the agreed quantity of SAN storage Resource Units included in the ASC, set forth in Table Monthly C.1 (Annual Services Charge – Monthly). ARCs and RRCs apply to SAN storage resource usage and will be charged based on the rates
set forth in Table C.2.1 (ARC/RRC Price). * 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 14










 

 
  

 *. 
  

	 	(C)	Print Pages – San Francisco Print Center 

 Resource
utilization in this category will be measured as *. The Print baselines set forth in Table Monthly C.2 (Resource Unit Baselines - Monthly) reflects the agreed-upon quantity of print Resource Unit usage during * the Term included within the ASC, set
forth in Table Monthly C.1 (Annual Services Charge – Monthly). *. ARCs and RRCs set forth in Table C.2.1 (ARC/RRC Price) apply to print resource usage. *. 
  

	 	(2)	Midrange Computing Resources 

  

	 	(A)	* 

 Resource utilization in this category will be measured
as the aggregate number of each type of Operational Image * as well as complexity of such images (High, Medium, and Low) supported during each *. For purposes of defining this RU category, complexity shall mean *. The following are offered as
examples of the various high, medium, and low categories of *: 
  

	 	•	 	High – database (excluding *), enterprise, transaction processor (*); 

  

	 	•	 	Medium – department application, *; and 

  

	 	•	 	Low – *, print/file, domain controller, system management. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 15










 

 
  

 An image shall be deemed to be an Operational Image: 
  

	 	(i)	When Supplier installs it according to the criteria for a completed installation, set forth in the Procedures Manual or as counted and included in the baselines;


  

	 	(ii)	Until de-installed by Supplier or as Supplier is otherwise notified that it is a de-installed image; or 

  

	 	(iii)	Until it is classified as unserviceable in accordance with the Procedures Manual. 

 *. The * baselines and complexities set forth in Table Monthly C.2 (Resource Unit Baselines - Monthly) reflects the agreed-upon quantity of Operational Image Resource Unit usage during each calendar month during the
Term included within the ASC, set forth in Table Monthly C.1 (Annual Services Charge – Monthly) and as further adjusted for purposes of maintaining the planned savings from the image consolidation plan as set forth below. ARCs and RRCs set
forth in Table C.2.1 (ARC/RRC Price) apply to Operational Image resource usage. 
 Supplier shall be responsible for the attainment of
Forecasted Consolidated Images provided that Gap provides necessary resources, as set forth in Table C.13 (Image Consolidation Baseline), required to support the consolidation. The following adjustment process shall be utilized on a * basis during
the consolidation period and shall continue until *. Supplier shall, on a * basis, measure *, and the result of this calculation will establish the “Consolidated Image Variance”. The Consolidated Image Variance (which is anticipated to be
*) will be subtracted from the Actual RUs for Operational Images Resource Units to establish the Adjusted Actual 


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 16










 

 
  

 RUs (the “Adjusted Actual Resource Units”) to be used for the purpose of *. For purposes
of clarity, if the Consolidated Image Variance is a negative number, *, subtracting the Consolidated Image Variance will serve to *. For purposes of calculating the Actual Consolidated Images, an Operational Image shall be considered successfully
consolidated after *. 
 *. 


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 17










 

 
  

 *. 
  

	 	(B)	Storage Area Network (SAN) – Midrange (tiers 1, 2, 3, and 4) 

  

	 	(i)	Resource usage for this category will be measured as *. SAN storage utilization will be monitored by *. Resource usage for SAN storage will be measured, tracked and reported in
partial RUs. The SAN Baseline in Table Monthly C.2 (Resource Unit Baselines - Monthly) reflects the agreed quantity of SAN storage Resource Units included in the ASC, set forth in Table Monthly C.1 (Annual Services Charge – Monthly). ARCs and
RRCs apply to SAN storage resource usage and will be charged based on the rates set forth in Table C.2.1 (ARC/RRC Price). *. 

  

	 	(ii)	SAN Storage Measurement Period. For a period of * commencing with the Initiation Date, Supplier shall invoice to GAP the amount of available storage as set forth in Table Monthly
C.2 (Resource Unit Baselines – Monthly), and no ARCs or RRCs shall apply during this period. During this measurement period Supplier shall measure *. At the end of the measurement period the Parties will review the measurements and establish *.
The 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 18










 

 
  

 Annual Services Charge *, and the ARC/RRC rates set forth in Table C.2.1 (ARC/RRC Price) for SAN
storage and the baseline quantities set forth in Table C.2 (Resource Unit Baselines) and Table Monthly C.2 (Resource Unit Baselines – Monthly) *. 
  

	 	(3)	Tape 

  

	 	(A)	Tape Library On-Site Cartridges 

 Resource usage for this
category will be measured as *. The tape baselines described in this Section and set forth in Table Monthly C.2 (Resource Unit Baselines - Monthly) reflect each agreed-upon quantity of tape cartridge Resource Unit usage during each calendar month
during the Term included within the ASC set forth in Table Monthly C.1 (Annual Services Charge – Monthly). ARCs and RRCs, as set forth in Table C.2.1 (ARC/RRC Price), apply to tape resource usage. 
  

	 	(B)	Tape Library Off-Site Cartridges 

 Resource usage for this
category will be measured as *. The tape baselines described in this Section and set forth in Table Monthly C.2 (Resource Unit Baselines - Monthly) reflect each agreed-upon quantity of tape cartridge Resource Unit usage during each calendar month
during the Term included within the ASC set forth in Table Monthly C.1 (Annual Services Charge – Monthly). ARCs and RRCs, as set forth in Table C.2.1 (ARC/RRC Price), apply to tape resource usage. 
  

	 	(C)	Tape Library On-Site Libraries 

 Resource usage for this
category will be measured as *. The tape library described in this Section and set forth in Table Monthly C.2 (Resource Unit 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 19










 

 
  

 Baselines - Monthly) reflect each agreed-upon quantity of tape library Resource Unit usage during
each calendar month during the Term included within the ASC set forth in Table Monthly C.1 (Annual Services Charge – Monthly). ARCs and RRCs, as set forth in Table C.2.1 (ARC/RRC Price), apply to tape resource usage. 
  

	 	(4)	Electronic Data Warehouse (EDW) Resources 

  

	 	(A)	* 

 Resource Usage will be measured *. A * is considered
operational when installed by Supplier. The * baselines described in this Section and set forth in Table Monthly C.2 (Resource Unit Baselines - Monthly) reflect each agreed-upon quantity of * Resource Unit usage during each calendar month during the
Term included within the ASC set forth in Table Monthly C.1 (Annual Services Charge – Monthly). ARCs and RRCs, as set forth in Table C.2.1 (ARC/RRC Price), apply to * resource usage. 
  

	 	(B)	* – EDW 

 Resource usage for this category will be
measured as * will be monitored using existing Gap * tools. *. Resource usage for * will be measured, tracked and reported in partial RUs. The * Baseline in Table Monthly C.2 (Resource Unit Baselines - Monthly) reflects the agreed-upon quantity of *
storage Resource Units included in the ASC, set forth in Table Monthly C.1 (Annual Services Charge – Monthly). ARCs and RRCs apply to * storage resource usage and will be charged based on the rates set forth in Table C.2.1 (ARC/RRC Price).

  

	 	(b)	FTE Components 

  

	 	(1)	Database FTE Resources 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 20










 

 
  

 Resource usage for this category will be measured as *. The database FTE Baselines described in this
Section and set forth in Table Monthly C.2 (Resource Unit Baselines - Monthly) reflect each agreed-upon quantity of database FTE Resource Unit usage during each calendar month during the Term included within the ASC set forth in Table Monthly C.1
(Annual Services Charge – Monthly). ARCs and RRCs, as set forth in Table C.2.1 (ARC/RRC Price), apply to database FTE resource usage. 
  

	 	(2)	Testing FTE Resources 

 Resource usage for this category
will be measured as the *. The testing FTE Baselines described in this Section and set forth in Table Monthly C.2 (Resource Unit Baselines - Monthly) reflect each agreed-upon quantity of testing FTE Resource Unit usage during each calendar month
during the Term included within the ASC set forth in Table Monthly C.1 (Annual Services Charge – Monthly). ARCs and RRCs, as set forth in Table C.2.1 (ARC/RRC Price), apply to testing FTE resource usage. 
  

	 	(3)	Messaging and Integration FTE Resources 

 Resource usage
for this category will be measured as *. The messaging and integration FTE baselines described in this Section and set forth in Table Monthly C.2 (Resource Unit Baselines - Monthly) reflect each agreed-upon quantity of messaging and integration FTE
Resource Unit usage during each calendar month during the Term included within the ASC set forth in Table Monthly C.1 (Annual Services Charge – Monthly). ARCs and RRCs, as set forth in Table C.2.1 (ARC/RRC Price), apply to messaging and
integration FTE resource usage. 
  

	 	(c)	Resource Unit Categories 

 The Infrastructure Services
resources noted above have been segregated based on the mutual agreement of the Parties into the following RU categories: Data Center, *, and Supply Chain (together, the “Infrastructure Services”). Supplier will invoice Gap monthly for
charges related to such respective RU categories in accordance with the Annual Services Charge set forth in Table C.1 (Annual Services Charge) and Table Monthly C.1 (Annual Services 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 21










 

 
  

 Charge – Monthly), and Resource Unit Baselines set forth in Table C.2 (Resource Unit Baselines)
and Table Monthly C.2 (Resource Unit Baselines – Monthly). 
  

	 	5.6	Resource Unit Duplication 

 Supplier shall not
include in the count of Resource Units to determine *. As an example, *. 
  

	VI.	RESOURCE CATEGORIES AND MEASUREMENT METHODOLOGY 

 This Section VI provides an overview of the variances to the ASC and the charging characteristics for each of the specific Resource Unit categories. The charges related to the specific Resource Units set forth in this Exhibit C and as
described in the following subsections will detail: *. 
  

	 	6.1	Monthly ARC/RRC Adjustment 

 Gap’s increased or
decreased usage of the Resource Units above or below the baselines for each category will be as provided for in the Agreement and will be charged based on the pricing, as applicable, set forth in Tables C.2.1 (ARC/RRC Price) and C.3.1 (Boundary Unit
Price). After the completion of each * during the Term, starting with the first * after the Initiation Date, Supplier will measure the *. Based on these measurements, Supplier will calculate and invoice Charges or Credits on a * basis in accordance
with the Agreement and this Exhibit C. Gap and Supplier will track and trend utilization as well as pursue strategies and programs to reduce the utilization thereby providing an opportunity to deliver additional savings. 
 Supplier shall be responsible for recording all applicable Charges and Credits due and for reflecting these amounts in the applicable invoice. Charges and
Credits shall be calculated using the rates applicable during *. 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 22










 

 
  


	 	(a)	Resource Unit Adjustment 

  

	 	(1)	Following the Initiation Date, after the completion of each calendar * during the Term, Supplier shall compare the quantity of RUs actually used during each calendar month during
the Term (“Actual Resource Unit Usage” or “Actual RU Usage”) for each RU category with the Resource Unit Baseline set forth in Table Monthly C.2 (Resource Unit Baselines - Monthly) for such RU category. *.


  

	 	(2)	An ARC would apply when * and would be calculated as shown below: 

 * 
  

	 	(3)	A RRC would apply when * and would be calculated as shown below: 

 * 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 23










 

 
  


	 	(b)	Utilization Boundary Adjustment 

  

	 	(1)	Resource Units are bounded by certain Utilization Boundaries, set forth in Table C.3 (Utilization Boundaries) and Table Monthly C.3 (Utilization Boundaries – Monthly). For
purposes of *, Utilization Boundaries baselines will be used as *. 

  

	 	(2)	Gap’s increased or decreased usage of the individual Utilization Boundaries baselines above or below the baseline for each category, set forth in Table Monthly C.3 (Utilization
Boundaries – Monthly), will be calculated and charged based on the unit price, as applicable, set forth in Table C.3.1 (Boundary Unit Price). After the completion of each * during the Term, starting with the first * after the Initiation Date,
Supplier will measure *. The measurement of individual Utilization Boundaries will be performed by Supplier based on *. 

  

	 	(3)	On * basis, based on the reported variances in the measurements, Supplier will calculate and invoice Monthly Boundary Charges and Credits in accordance with the Agreement and this
Exhibit C. The calculation of the consumption will be normalized to calculate the Adjusted Utilization Boundary Baseline by accounting for *. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 24










 

 
  


	 	(4)	The calculation of the consumption variances will be performed, with respect to each Utilization Boundary set forth in Table Monthly C.3 (Utilization Boundaries - Monthly), by *,
and Supplier shall issue a Charge or a Credit to Gap, as applicable, in an amount equal to the product of this calculation. 

  

	 	(5)	If the Adjusted Utilization Boundary Baseline is a fractional number, the Adjusted Utilization Boundary Baseline shall be rounded to the nearest whole number.


  

	 	(6)	The Boundary Unit Prices to be applied to Actual Utilization Boundary Usage above or below the baselines for Store and Corporate User Long Distance Minutes and Data Circuits
Corporate set forth in Table C.3 (Utilization Boundaries) and Table Monthly C.3 (Utilization Boundaries – Monthly) are set forth in Table C.3.1.1 (* Pricing) and Table C.3.1.2 (Network Transport Rate Table – Corporate Circuits). For the
avoidance of doubt, Store and Corporate User Long Distance Minutes and Data Circuits Corporate Utilization Boundaries will be measured and charged or credited based on *. The calculation for additional charges or credits will be performed *. The
aggregate result of these calculations will result in the total charges which will then be compared to the Adjusted Utilization Boundary Baseline and charged or credited as appropriate. 

  

	*	

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 25










 

 
  

 *. 
  

	VII.	INVOICING AND REPORTING 

  

	 	7.1	Supplier shall report on a * basis the actual individual usage and associated Charges in each category of usage aggregated by brand and in total. Such reporting will include
Resource Units, Boundary Units, and IT Configuration Units. 

  

	 	7.2	Within * of the Reference Date Gap will establish an allocation formula for Charges not directly linked to a Gap brand. This allocation will be established in Table C.8.1
(Brand Allocation Formula) and will allow Supplier to allocate these Charges for all brand level reporting requirements. 

  

	 	7.3	For purposes of invoicing, any adjustment to the ASC, including Monthly Resource Unit ARC or RRC, Monthly Boundary Charges or Credits will be accomplished at a Gap brand
level (e.g., Old Navy, Gap, Banana Republic, Forth & Towne). 

  

	 	7.4	A sample of the format required for monthly reporting and invoicing is set forth in Table C.8 (Monthly Invoice and Reporting Sample). 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 26










 

 
  


	VIII.    ADJUSTMENT	TO RESOURCE UNIT IT CONFIGURATIONS 

  

	 	8.1	The charges identified for the specific Resource Units described in Section V above are based upon the IT Configuration baseline for such Resource Units as set forth in Table
C.10 (IT Configuration Baselines) and Table Monthly C.10 (IT Configuration Baselines – Monthly). As part of the * planning process set forth in the Agreement, Gap and Supplier agree to meet to review the Resource Unit IT Configuration baselines
set forth in Table C.10 (IT Configuration Baselines) and Table Monthly C.10 (IT Configuration Baselines – Monthly) to determine if modifications to such configurations are appropriate considering the actual utilization during the current year
as well as the forecast for * usage. During this * review the Parties will also determine if, as a result of the review, a corresponding adjustment to the following unit quantities and pricing is appropriate for subsequent *:


  

	 	(a)	Annual Services Charge Table C.1 (Annual Services Charge) and Table Monthly C.1 (Annual Services Charge – Monthly); 

  

	 	(b)	ARC/RRC Price set forth in Table C.2.1 (ARC/RRC Price); 

  

	 	(c)	IT Configuration set forth in Table C.10 (IT Configuration Baseline) and Table Monthly C.10 (IT Configuration Baselines – Monthly); 

  

	 	(d)	IT Configuration Unit Price set forth in Table C.10.1 (IT Configuration Unit Price); and 

  

	 	(e)	IT Configuration Resource Unit Allocation set forth in Table C.10.2 (IT Configuration Resource Unit Allocation). 

  

	 	8.2	Any such modifications will be subject to Section 6.1 (Gap Approval) of the Agreement. If either party disputes such modification then the Parties will submit the matter
to Informal Dispute Resolution as set forth in Section 31.2 (Informal Resolution) of the Agreement. 

  

	 	8.3	In addition to the price variability adjustments in Section VI and the * adjustment process described above, Gap shall have the right in connection with its decision to
perform Services that are provided by Supplier and included in the Charges, either by itself (“insource”) or through the engagement of a third party (“third source”) and as set forth in Section 41.2 (Third Source and
Insource Limits on RRCs) of the Agreement to reduce usage and achieve Credits for the reduction of usage of the IT Configuration Units set forth in Table C.10 (IT Configuration Baselines) and Table Monthly C.10 (IT Configuration Baselines –
Monthly). *. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 27










 

 
  


	 	8.4	Monthly IT Configuration Variance Analysis. 

  

	 	(a)	In each * Supplier shall measure the variance of the baseline and the actual usage of IT Configuration Units (the “IT Configuration Variance”). The IT Configuration
Variance will be calculated by * 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 28










 

 
  

 *. 
  

	 	(b)	In the event that in any *, the absolute Monthly IT Configuration Variance is greater than * of the ASC invoiced for such * for the Business Metric Tower to which such IT
Configuration Units are allocated (this Section is only applicable to the Stores, Distribution Centers, Corporate Users, and Site Support Business Metric Towers set forth in Table Monthly C-1 (Annual Services Charges – Monthly)) the following
shall occur: 

  

	 	(1)	A root cause analysis of the reason for the variance will be performed by Supplier; 

  

	 	(2)	Either Party may elect to place the variance on the agenda for the next Quarterly Executive Meeting and Monthly IT Configuration Variance issues shall become a standing agenda item
on such Quarterly Meeting agendas; 

  

	 	(3)	At the Quarterly Executive Meeting, the Parties will assess the variance to determine (i) if a modification to the variant IT Configuration Unit is appropriate considering the
actual utilization, the root cause analysis, as well as the forecast for remaining Contract Year’s usage; and (ii) if, as a result of the review, a corresponding adjustment to IT Configuration baseline and pricing is appropriate for the
remainder of the Contract Year, the following adjustments shall be made: 

 * 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 29










 

 
  

 *. 
  

	 	(c)	Any such modification will be subject to Section 6.1 (Gap Approval) of the Agreement. If either party disputes such modification then the Parties will submit the matter to
Informal Dispute Resolution as specified in Section 31.2 (Informal Resolution) of the Agreement. 

  

	 	(d)	Additional elements relating to the IT Configuration management provided by this Section are: 

  

	 	(1)	Including as part of the process of completing a Statement of Work for a Non-Recurring Initiative, a section in which the Parties will identify Monthly IT Configuration Variance(s)
and agree on whether a corresponding adjustment to Annual Services Charge Table C.1 (Annual Services Charge) and Table Monthly C.1 (Annual Services Charge – Monthly), the ARC/RRC prices set forth in Table C.2.1 (ARC/RRC Price) and/or IT
Configuration Unit Price Table C.10.1 are appropriate; 

  

	 	(2)	Including in the monthly reporting by Supplier, trend analysis of the IT Configuration Units usage; and 

  

	 	(3)	In the event that Gap implements a future Store refresh, Supplier shall propose a reduction subject to Gap’s Approval in the ASC and the applicable ARC/RRC rates to adjust for
the reduction of maintenance Services for Covered Machines set forth in Exhibit A.3 (Store Services SOW), and associated charges set forth in Table C.1 (Annual Services Charge), Table C.10 (IT Configuration Baselines), and Table C.10.1 (IT
Configuration Unit Price) and taking into consideration any warranty or future refresh commitments identified by Gap. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 30










 

 
  


	IX.	ADJUSTMENTS TO PROJECT MANAGEMENT OFFICE 

 Within *
prior to the end of the first Contract Year, the Parties shall meet to discuss Project Management Office (PMO) staffing levels and determine if it is appropriate for the PMO staffing levels to be adjusted for subsequent years. . The Parties will
examine the performance of the PMO, the staffing levels and work effort required for the first Contract Year, and the work effort projected for the second Contract Year to determine if a change is warranted. Should it be determined that the staffing
levels are to be adjusted, the Annual Services Charge for all subsequent Contract Years will be adjusted by *. Should the Parties determine that the staffing levels are not able to be adjusted at the end of the first Contract Year, the Parties shall
agree to repeat this review process at a future point not later than the end of the second Contract Year. 
  

	X.	ANNUAL STRANDED COSTS REVIEW 

 The Parties agree
that as part of Transition, Supplier shall provide as an attachment to Exhibit C.6 (Termination for Convenience Fees) a schedule of the Stranded Assets and Stranded Contracts identifying the specific contracts and assets included in accordance with
the Agreement. Within * prior to the end of each Contract Year, or as otherwise arranged during the Contract Year, *, Gap may request and Supplier shall provide a good faith estimate of the Stranded Costs for an individual tower, or for multiple
towers. The estimate of Stranded Costs will include *. 
  

	XI.	TRANSITION FEES 

  

	 	11.1	The transition charges set forth in Table C.1 (Annual Services Charge) fully compensate Supplier for all transitional activities being performed by Supplier and its
Subcontractors. 

  

	 	11.2	The transition charges set forth in Table C.1 (Annual Services Charge) will be invoiced to Gap beginning the month following the Reference Date. 

  

	XII.	PREPAID ITEMS 

 If Gap has prepaid expenses for
items identified as Supplier financial responsibility as defined in Tables C.7.1 (Financial Responsibility Matrix – Personnel), C.7.2 (Financial Responsibility Matrix – Software), C.7.4 (Financial Responsibility Matrix – Hardware),

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 31










 

 
  

 C.7.5 (Financial Responsibility Matrix – Facilities), for periods on or following the Initiation
Date, upon Gap’s request and documentation of such prepayment, Supplier will credit Gap such amounts equal to the amounts of prepayment for such periods. 
  

	XIII.    TRAVEL	

  

	 	13.1	Except as to the transition travel fees set forth in this Exhibit C, Supplier travel (including travel in connection with (a) the installation and Maintenance of EUC
Equipment (provided; however, such travel is not inconsistent with Services to be provided to Central and Full Support Sites), servers, and network equipment; and (b) meetings related to a Project) is not billed to Gap unless *.


  

	 	13.2	Gap will consider approval of travel in connection with a Non-Recurring Initiative Statement of Work provided; however, that: 

  

	 	(a)	Supplier has presented a compelling business case that the deployment of specialized knowledge of solutions unique to Gap is (1) required for the Project; (2) the low cost
solution for Gap; (3) and such knowledge is not otherwise available without travel; 

  

	 	(b)	Supplier demonstrates that the specific travel requirements have been (1) minimized in terms of duration and number of deployed personnel; (2) maximized for efficient and
effective performance and knowledge transfer opportunities; and (3) designed to minimize or eliminate recurring travel requirements; and 

  

	 	(c)	Supplier must identify specific Project cost savings to Gap to be achieved as a result of the requested travel. The travel hours associated with Supplier resources that are
performing Services utilizing an hourly billing methodology in connection with a Non-Recurring Initiative are not chargeable. 

  

	XIV.    MANAGED	THIRD PARTY EXPENSES 

  

	 	14.1	General 

 The Managed Third Party Expenses are those
expenses arising from the third party contracts set forth in Exhibit D.12 (Managed Strategic Suppliers). New 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 32










 

 
  

 Managed Third Party Expenses shall be added to Exhibit D.12 (Managed Strategic Suppliers) based on
the process described below; provided, however, that no new Managed Third Party Expenses may be added to Exhibit D.12 (Managed Strategic Suppliers) without Gap’s prior written consent. Exhibit D.12 (Managed Strategic Suppliers) will contain a
list of all contracts that the Parties agree will create Managed Third Party Expenses. 
  

	 	14.2	Review Procedures 

 Before submitting an invoice to
Gap for any Managed Third Party Expense, Supplier shall use commercially reasonable efforts to (a) review and validate the invoiced charges; (b) identify any errors or omissions; (c) include in such invoice all Managed Third Party
Expenses received in the month corresponding to each invoice; and (d) communicate with the applicable third-party supplier to correct any errors or omissions, resolve any questions or issues and obtain any applicable credits for Gap or identify
and obtain any Managed Third Party Expenses that such third party supplier does not provide to Supplier in a timely manner. 
  

	 	14.3	Efforts to Minimize 

 Supplier will seek to identify
methods of reducing and minimizing Gap Retained Expenses and Managed Third Party Expenses and will notify Gap of such methods and the estimated potential savings associated with each such method. In addition, Supplier shall be financially
responsible for Managed Third Party Expenses and related penalties, late charges and reinstatement fees for Managed Third Party Expenses that are not properly submitted to Gap within ninety (90) days after the end of the month in which such
Managed Third Party Expense is received. In addition, if any significant Managed Third Party Expense is not properly submitted to Gap within such ninety (90) day period, Supplier’s Responsible Executive shall, by telephone or in person,
promptly provide to Gap’s Chief Financial Officer a reasonably detailed explanation of the cause of such failure and actions Supplier has undertaken to prevent the recurrence of such failure. 
  

	 	14.4	Discounts 

 If the third-party owed a Managed Third
Party Expense (including Supplier where Supplier is the third party) offers a discount for payment prior to a specified date, Supplier shall deliver such invoice and associated documentation to Gap (a) within ten (10) days of
Supplier’s receipt; or (b) within six (6) days of Supplier’s receipt if any payment will be due under such invoice (including any early payment to be eligible for any discount) within ten (10) days of Supplier’s
receipt. 
  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 33










 

 
  

 To the extent Supplier fails to comply with its obligations hereunder, it shall be financially
responsible for any discounts lost, or any late fees or interest charges incurred, by Gap. 
  

	XV.	COST OF LIVING ADJUSTMENT 

 Beginning in January
2007, for each Contract Year, the actual CPI-U for December prior to the year for which the COLA is being calculated (“Actual Inflation”) will be compared to the CPI-U for December 2005 (the “Base Year Index”) to determine if the
Actual Inflation is greater than the Base Year Index (e.g., the December 2006 CPI-U and the Base Year Index will be used to determine the COLA for the year 2007). The portion of COLA that Supplier will invoice Gap will be determined according
to the following calculations: 
  

	 	(a)	The COLA Sensitivity Factor is *. 

  

	 	(b)	If Actual Inflation is equal to or less than the Base Year Index plus * percentage point, then no COLA shall apply. 

  

	 	(c)	If Actual Inflation is equal to or less than the Base Year Index plus * percentage points, then the COLA Factor shall be calculated by subtracting * from the Actual Inflation and
multiplying this result by the COLA Sensitivity Factor.

  

	 	(d)	If Actual Inflation is greater than the Base Year Index plus * percentage points, then the COLA Factor shall be calculated by dividing the Actual Inflation by * and multiplying this
result by the COLA Sensitivity Factor. 

 Example of Calculation 
 COLA Factor Calculation 
  

									
	 	  	Dec-06	  	Dec-07	  	Dec-08	  	Dec-09
	 Base Year Index
	  		  		  		  	
	 December 2005 = *
	  		  		  		  	
	 Base Year Index
	  	*	  	*	  	*	  	*
	 Actual Inflation
	  	*	  	*	  	*	  	*
	 COLA Factor
	  	*	  	*	  	*	  	*
	 Gap Portion
	  	*	  	*	  	*	  	*

 COLA Charges Calculation 
  

											
	 	  	2006	  	2007	  	2008	  	2009	  	2010
	 Contract Year
	  		  		  		  		  	
	 Sensitivity Factor
	  	*	  	*	  	*	  	*	  	*
	 Annual Services Charge
	  	*	  	*	  	*	  	*	  	*
	 COLA Charge
	  	*	  	*	  	*	  	*	  	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 34










 

 
  


	XVI.	NON-RECURRING INITIATIVES 

  

	 	16.1	General 

 Supplier will charge Gap for
Non-Recurring Initiatives using available unit prices as set forth in this Exhibit C if the unit prices available are equivalent with the Services to be performed in a NRI. Should an equivalent unit price not exist, the Parties may agree to
establish a new unit price for the Service to be performed, or agree that Supplier will charge Gap using *. 
  

	 	16.2	Tiered Rates 

 The hourly
rates applicable to Non-Recurring Initiatives shall be based on *. 
  

	 	16.3	Forecasting and True Ups 

  

	 	(a)	Aggregation of Hours for tier calculations. The rate tiers on Tables C.9 (Project Labor Rates - Hourly) and Table C.9.2 (Project Labor Rates – FTE) applicable to hourly and FTE
rates invoiced monthly shall be selected according to *. 

  

	 	(b)	Fixed-Fee and FTE-Based Non-Recurring Initiatives. The aggregate number of hours that Gap forecasts for Non-Recurring Initiatives will include *. Supplier must include in all
Non-Recurring Initiative Statements of Work prepared under this Agreement, for fixed-fee or FTE-based Non-Recurring Initiatives, an hour estimate for the effort. *. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 35










 

 
  


	 	(c)	Annual NRI Forecasts. Within * after the Initiation Date and thereafter, * prior to the commencement of each succeeding Contract Year anniversary, Gap shall provide Supplier a
forecast for such Contract Year of Gap’s anticipated consumption of hours on Non-Recurring Initiatives (for the next Contract Year, except for the first forecast, which shall be for the first Contract Year). 

  

	 	(d)	Monthly Actual NRI Usage Reports. Supplier will provide to Gap a report including a detailed summary of actual hours worked for each Non-Recurring Initiative within * after the last
day of each calendar month (“Actual Billed Hours, By NRI Report”). Each month, the Parties will resolve any disputes associated with Actual Billed Hours, By NRI Report. 

  

	 	(e)	Annual NRI True Ups. On the next invoice after the start of each Contract Year after the first Contract Year, Gap and Supplier will reconcile any fees for the previous Contract Year
as follows: 

 * 
  

	 	(f)	NRI Future Planning. If the end-of-Contract Year adjustment involves a rate difference greater than *, the Parties shall meet within * after the issuance of the applicable charge or
credit to discuss how to improve the accuracy of future planning for such use of Non-Recurring Initiative resources. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 36










 

 
  


	 	(g)	Semiannual NRI True Ups. In addition to the foregoing annual NRI true-up, if on the * anniversary of a Contract Year, Gap actual usage of Non-Recurring Initiative hours differs from
the forecast usage and run rate of such hours by greater than *, then, in addition to such end-of-Contract Year true up, the Parties will implement the end-of –Contract Year true up process set forth above (and include the appropriate
adjustment, if any) on the first invoice after such *. 

  

	 	16.4	Differentiation between NRI and Business-as-Usual –  

 See Exhibit D.3 (Projects) to the Agreement. 
  

	XVII.    TERMINATION	AND REPLACEMENT OF EXISTING AGREEMENTS 

  

	 	17.1	During the Term of the Agreement, Gap may request Supplier to provision individual items of Supplier hardware, Supplier software or Supplier hardware maintenance that are not
otherwise covered under the scope of Services of the Agreement (for example, GID requirements for additional software or for hardware maintenance for equipment not included in the pricing tables included in this Exhibit C), and Supplier shall
provision such requirements pursuant to the applicable agreements with Supplier (the “Existing IBM Agreements”). Such individual requirements from Gap will be procured through Section 26.2 (Non-Recurring Initiative Pricing) but will
otherwise be governed solely by the terms and conditions of the applicable Existing IBM Agreements and no other terms of this Agreement shall apply (except for the aforementioned terms governing Non-Recurring Initiative pricing) to individual items
acquired under this Section. Supplier will apply the pricing metrics in the Enterprise License Agreement with respect to such additional individual items of Supplier software provisioned under the Existing IBM Agreements including the application of
volume discounts based upon Gap’s total volumes (which, for the avoidance of doubt, shall be inclusive of the Gap’s total consumption of Supplier software or Supplier hardware, whether acquired under this Agreement or the Existing IBM
Agreements). 

  

	 	17.2	Supplier shall make commercially reasonable efforts to maintain a comprehensive inventory of Supplier hardware and Supplier software products provisioned to Gap under this
Section, installed, and utilized and, upon request, to produce such report to designated Gap personnel on a * basis in support of future purchase requirements. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 37










 

 
  


	 	17.3	Furthermore, upon expiration of the Existing IBM Agreements, unless otherwise agreed, Supplier shall propose for Gap’s Approval, the renewals of those Existing IBM
Agreements. With respect to such renewals, Supplier will offer discounted commercial prices for Supplier products consistent with volume discounts based upon *. Invoicing for items provisioned under this Section shall be broken out separately and
supporting information provided including reference to the specific Gap Approval. 

  

	 	17.4	As of the Initiation Date the following agreements shall terminate except for their surviving provisions: 

 * 
  

	 	17.5	In the event other agreements between Supplier and Gap which pre-date the Reference Date of this Agreement are identified after the Reference Date, and the services provided
by Supplier under such agreement are within the Services provided under this Agreement, the agreement pre-dating this Agreement will be terminated as provided in this Section (Termination and Replacement of Existing Agreements) and may be replaced
by a new Exhibit to the Agreement, the terms of which shall be mutually agreed-upon by the Parties. 

  

	XVIII.    FINANCIAL	RESPONSIBILITY MATRIX 

 The Financial Responsibility
Matrix, set forth in Tables C.7.1 (Financial Responsibility Matrix – Personnel), C.7.2 (Financial Responsibility Matrix – Software), C.7.3 (Financial Responsibility Matrix – Software Examples), C.7.4 (Financial Responsibility Matrix
– Hardware) and C.7.5 (Financial Responsibility Matrix – Facilities) set forth the allocation 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 38










 

 
  

 of financial and operational responsibilities between Gap and Supplier under the Agreement. Gap and
Supplier shall pay their respective financial obligations as set forth in the Agreement. 
  

	XIX.	SOFTWARE INVENTORY * 

 Within fifteen (15) days
of submission by Supplier of its Final Report under Section 14 ( Software Inventory and *) of Exhibit A.6 (Server Services SOW) of the Agreement, the Parties shall meet to develop a joint mitigation strategy for addressing the operational and
financial implications of *. Among other considerations, the Parties will assess whether such Software is (1) *; (2) *; (3) *; or (4) *. As to any such Software for which there is *, the Parties shall develop a joint mitigation
strategy to minimize the *. 
 The Parties will, in good faith, evaluate the Software identified in the Final Report (“Reported
Software”) and negotiate equitable adjustments (including, as applicable, increases or decreases) to the Charges and Resource Baselines specified in Exhibit C (Fees and Resource Baselines) as to the Reported Software pursuant to the following
guidelines (these guidelines are also depicted on the flow chart below. 
  

	 	(1)	Reported Software that is on Exhibit D.8 (Existing Agreements) 

 As to Reported Software that is on Exhibit D.8 (Existing Agreements), the Parties will first determine whether the Reported Software is being used in accordance with an applicable license agreement. 
  

	 	(a)	In the event the Reported Software is being used in accordance with an applicable license agreement, the financial responsibility of each party with respect to such Reported
Software shall be as set forth in the Financial Responsibility Matrix (Exhibit C.7). 

  

	 	(b)	In the event the Reported Software is not being used in accordance with an applicable license agreement, the Parties will assess the joint mitigation strategy developed as to such
Reported Software, and 

  

	 	(i)	if Gap Approves Supplier’s implementation of the joint mitigation strategy, subject to the shared risk pool process (as described below), then Supplier shall be financially
responsible for such Reported Software, 

  

	 	(ii)	if Gap does not Approve Supplier’s implementation of the joint mitigation strategy, subject to the shared risk pool process (as described below), then Gap shall be financially
responsible for such Reported Software. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 39










 

 
  


	 	(2)	Reported Software that is Not on Exhibit D.8 (Existing Agreements) 

 As to Reported Software that is not on Exhibit D.8 (Existing Agreements), the Parties will first determine whether the Reported Software is being used in accordance with an applicable license agreement. 
  

	 	(a)	In the event the Reported Software is being used in accordance with an applicable license agreement, the financial responsibility of each party with respect to such Reported
Software shall be as set forth in the Financial Responsibility Matrix (Exhibit C.7); provided that (i) if Supplier represents in the joint mitigation strategy that removal of the Reported Software will not adversely impact the Services and
(ii) Gap does not Approve Supplier’s recommendation to remove such Reported Software, then Gap will retain financial responsibility for such Reported Software. 

  

	 	(b)	In the event the Reported Software is not being used in accordance with an applicable license agreement, the Parties will assess the joint mitigation strategy developed as to such
Reported Software, and 

  

	 	(i)	if Gap Approves Supplier’s implementation of the joint mitigation strategy, subject to the shared risk pool process (as described below), then Supplier shall be financially
responsible for such Reported Software, 

  

	 	(ii)	if Gap does not Approve Supplier’s implementation of the joint mitigation strategy, subject to the shared risk pool process (as described below), then Gap shall be financially
responsible for such Reported Software. 

  

	 	(3)	Shared Risk Pool 

 To align the Parties interests in
mitigating risks to each other as to Reported Software for which each is responsible under this Section 19, the Parties agree to a risk sharing of * toward mitigation of third party risks relating to the Reported Software. The payments to third
parties from the pool will be mutually agreed to by the Parties. Supplier will make the payment to the third party and invoice Gap for * of the payment on the next invoice as “Reported Software Reconciliation Payment.” 
  

	 	(4)	Responsibility Demarcation 

 Notwithstanding the
foregoing and subject to the Shared Risk Pool process, any third party payment obligations for the Reported Software identified prior to the 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 40










 

 
  

 Initiation Date and for the period prior to the Initiation Date shall be Gap’s. On or after the
Initiation date, each Party’s responsibility for third party payment obligations relating to the subject Reported Software shall be as set forth in the Financial Responsibility Matrix (Exhibit C.7). 
  

	 	(5)	Gap Support for Mitigation Planning 

 Gap will
provide application resources to support Reported Software identification and mitigation planning efforts under this Section 19. Gap shall provide access to the Gap IT Environment and resources as provided above as of the Reference Date.

  

	 	(6)	Existing Licenses for Reported Software Not on Exhibit D.8 (Existing Agreements) 

 As to Reported Software not identified on D.8 (Existing Agreements) for which Gap has an existing licensing agreement, Gap shall maintain such license with the third party vendor through its term. Additional
obligations beyond those in the existing license agreement and financial responsibility upon the expiration of such agreement shall be determined as provided in this Section 19. 
 

 
  

	XX.	CONTRACT YEAR PERIOD 

 All charges in this Exhibit C
are scheduled using columns entitled “Year 1, Year 2, Year 3” and so on through Year 10. Such titles shall be interpreted as Implementation Agreement Contract Years, not calendar years, as follows: “Year 1” shall mean months one
(1) through twelve (12) inclusive, “Year 2” shall mean months thirteen (13) through twenty-four (24) inclusive, “Year 3” shall mean months twenty-five (25) through thirty-six (36) inclusive, and so
on with Year 10 meaning months one hundred and nine (109) through one hundred and twenty (120) inclusive. Such time periods shall commence on the Initiation Date for the initial Implementation Agreement. Since the Agreement stipulates that
all Implementation Agreements shall be coterminous with the Agreement with the exception of the initial Implementation Agreement, all other Implementation 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 41










 

 
  

 Agreements will have a term less than one hundred and twenty (120) months. Regardless of the
execution date of an Implementation Agreement, the charges under each Implementation Agreement shall be invoiced beginning with the amounts scheduled for month one (1). As a result of being coterminous with the Agreement, any month(s) of an
Implementation Agreement not realized shall have the effect of eliminating the charges of the “out months” (i.e., eliminate charges of such Implementation Agreement for month one hundred and twenty (120) first, month one hundred and
nineteen (119) next, and so on), so as to make such subsequent Implementation Agreement coterminous with the Agreement. 
  


					
	Exhibit C	 	Gap/IBM Confidential and Proprietary Information	 	Page 42









 

 
 Exhibit D.1 – Gap Policies and Procedures 
 to 
 Master Services Agreement 
 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap, Inc. and IBM, this
document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  

					
	Exhibit D.1	 	Gap/IBM Confidential and Proprietary Information	 	Page 1








 

 
 General: 
 This Exhibit
D.1 (Gap Policies and Procedures) to the Agreement incorporates by reference the following Exhibits: 
  

	 	•	 	Exhibit D.5 (Gap Record Retention Policy) 

  

	 	•	 	Exhibit D.6 (Technical Architecture and Products Standards) 

  

	 	•	 	Exhibit D.19 (Systems Operation Schedule) 

  

	 	•	 	Exhibit D.25 (Gap Work Procedures) 

  

	 	•	 	Exhibit O (Sarbanes-Oxley Reporting Requirements and Process) 

 This
Exhibit D.1 serves as a guide for the Policies and Procedures that the Parties will develop during Transition and is not intended to conflict with the terms of the Agreement. 
  

					
	Exhibit D.1	 	Gap/IBM Confidential and Proprietary Information	 	Page 2








 

 
 Policies and Procedures Guide 
 Table of Contents 
  

	*	[4 pages] 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

					
	Exhibit D.1	 	Gap/IBM Confidential and Proprietary Information	 	Page 3








 

 
 Exhibit D.2 – Governance 
 to 
 Master Services Agreement 
 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap, Inc. and IBM, this
document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  


					
	Exhibit D.2        	  	Gap/IBM Confidential and Proprietary Information	  	










 

 
  


							
	1.	 	Introduction	  	3
		 	1.1	  	Governance.	  	3
		 	1.2	  	Precedence of Obligations.	  	3
		 	1.3	  	Definitions.	  	3
	2.	 	Roles and Responsibilities of Key Team Members	  	3
		 	2.1	  	Gap Infrastructure Partnership Organization	  	3
		 	2.2	  	Supplier	  	7
	3.	 	Committees and Teams	  	10
		 	3.1	  	General Committee and Team Structure.	  	10
		 	3.2	  	Executive Steering Committee.	  	10
		 	3.3	  	Service Delivery Committees.	  	12
		 	3.4	  	Technical Steering Committee	  	15
	4.	 	Issue Escalation Procedures	  	16
		 	4.1	  	General.	  	16
		 	4.2	  	Notification.	  	16
		 	4.3	  	Documentation.	  	16
		 	4.4	  	Request for Assistance.	  	17
		 	4.5	  	Escalation Order.	  	17
		 	4.6	  	Issue Review.	  	17
	5.	 	Top to Top Reviews	  	17
	6.	 	Innovation Center	  	18

  


					
	Exhibit D.2        	  	Gap/IBM Confidential and Proprietary Information	  	Page 2










 

 
  


	1.	Introduction 

  

	1.1	Governance.  

 This Exhibit D.2 (Governance) to the Agreement (this
“Exhibit D.2”) sets out the Governance structure for the Agreement (also depicted in the graphic provided as Attachment A to this Exhibit D.2); the roles and responsibilities of both Parties to maintain a working relationship; and the
type, content and frequency of the Agreement review meetings that will be held. 
  

	1.2	Precedence of Obligations. 

 The Parties acknowledge that certain
obligations may be set forth in both this Exhibit and elsewhere in the Agreement, and that in the event of a conflict, such conflict shall be resolved in accordance with Section 46 (Interpretation of Agreement) of the Agreement.

  

	1.3	Definitions. 

 Capitalized terms used and not otherwise defined in
this Exhibit D.2 have the meanings given them in the Master Services Agreement dated as of the Reference Date between Gap and Supplier (the “Agreement”). 
  

	2.	Roles and Responsibilities of Key Team Members 

  

	2.1	Gap Organization 

  

	 	(a)	Gap Infrastructure Partnership Executive. 

  

	 	(i)	Gap’s principal representative as described in Section 19.5 (Gap Infrastructure Partnership Executive) of the Agreement. 

  

	 	(ii)	Primary responsibilities include: 

  

	 	(1)	Infrastructure services both retained and outsourced – strategies and delivery. 

  

	 	(a)	Maintain the needed linkage between the overall IT strategy and the state and direction of the infrastructure. 

  

	 	(b)	In conjunction with Supplier, document and communicate the strategy broadly within IT. 

  


	 	(2)	Gap Authorized User satisfaction and the value and health of the service partnership. 

  

	 	(a)	Ongoing communications through reports, meetings and informal interactions with Supplier. 

  


					
	Exhibit D.2        	  	Gap/IBM Confidential and Proprietary Information	  	Page 3










 

 
  


	 	(b)	The success of any actions (internal or external) needed to improve service delivery. 

  

	 	(c)	Evaluation and recommendation of any changes to scope or Service Levels. 

  

	 	(d)	Continued scrutiny of the deal value to Gap and adjustments as needed. 

  

	 	(3)	Manage Supplier to deliver forward looking solutions that deliver continuous improvements in cost and services meeting Gap’s needs. 

  

	 	(4)	Communications with IT LT (Leadership Team) on: 

  

	 	(a)	Infrastructure requirements. 

  

	 	(b)	The direction and state of the infrastructure. 

  

	 	(c)	Issues (internal or external) that are impacting service delivery. 

  

	 	(d)	The need for other IT teams to contribute to the objectives set forth in the outsourcing deal (e.g. server consolidation). 

  

	 	(5)	Ultimate resolution of any issues that arise in service delivery that can not be resolved at the lower levels and escalating to the CIO any issues they are unable to resolve.


  

	 	(6)	Communicate with business and IT executives in regards to potential issues or past issues which arise that materially affect service delivery. 

  

	 	(7)	Financial management of Gap’s infrastructure for Gap Partnership Strategy and Administration Leader. 

  

	 	(b)	Gap Partnership Strategy and Administration Leader 

  

	 	(i)	Gap Partnership Strategy and Administration Leader will be responsible for Supplier delivery to the Agreement, the ongoing assessments and specific adjustments to the
Agreement’s scope or terms as the needs of the Gap change. 

  

	 	(ii)	Primary responsibilities include: 

  

	 	(1)	They will monitor and manage the Agreement: 

  

	 	(a)	With input from their team and Supplier reporting, maintaining current status of the Agreement and assessment of how Supplier is delivering to the Agreement and any issues related
to Gap’s support for the Agreement. 

  


					
	Exhibit D.2        	  	Gap/IBM Confidential and Proprietary Information	  	Page 4










 

 
  


	 	(b)	Assessing and recommending changes in Services or Service Levels to better align with Gap’s needs and changes in the environment. 

  

	 	(c)	Presenting Supplier with detailed feedback on the delivery of Services to Gap and working with suppliers on remediation plans to address any shortfalls. 

  

	 	(d)	Act as an intermediary escalation point for Supplier service delivery issues or issues in Gap’s fulfilling its obligations. 

  

	 	(e)	Evaluating and recommending give-back and earn-back adjustments. 

  

	 	(f)	Allocating out any “bucket” hours. 

  

	 	(2)	Work with the Gap Infrastructure Partnership Executive to plot the course for future services brought into scope and or removed from scope based on Supplier performance, economics
or changing business needs. 

  

	 	(3)	Facilitate that Supplier is well versed and operating in accordance with Gap’s evolving business and IT strategies and priorities through regular communications and Supplier
briefings. 

  

	 	(c)	Gap Production and Engineering Delivery Leader 

  

	 	(i)	Gap Production and Engineering Delivery Leader is responsible for working with Supplier to see that day-to-day production and engineering services being delivered meet Gap’s
business needs and that needed systems capacity is available, optimizing installed and just-in-time capacity. 

  

	 	(ii)	Primary responsibilities include: 

  

	 	(1)	Work with the Gap Infrastructure Partnership Executive and other Gap IT teams, establish overall strategies and priorities for production and engineering. 


 

	 	(2)	Through Gap’s retained subject matter experts: 

  

	 	(a)	Review and approve technology changes proposed by Supplier. 

  


					
	Exhibit D.2        	  	Gap/IBM Confidential and Proprietary Information	  	Page 5










 

 
  


	 	b)	Recommend technology changes to meet Gap’s business needs or improve infrastructure effectiveness. 

  

	 	c)	Consult with Supplier and Gap retained IT teams on solution and service delivery. 

  

	 	(3)	Communicate short and long term service and capacity needs to the corresponding Supplier’s management team. 

  

	 	(4)	Act as an escalation point, as needed, within this scope of responsibility. 

  

	 	(5)	To facilitate the resolution of service delivery problems as needed. 

  

	 	(6)	To communicate business impacts to the business: 

  

	 	(a)	Senior business management for major issues. 

  

	 	(b)	Line staff and management for day-to-day issues (e.g. missed picks). 

  

	 	(7)	To facilitate the setting of service outage windows when needed by Supplier in delivery of their responsibilities. 

  

	 	(8)	Assessment and recommendations of Service Level Agreement (SLA) delivery and management. 

  

	 	(9)	Provide clarity when there are resource contentions (e.g. plans versus immediate needs) and escalate for clarity and/or additional resource funding to their management as needed.


  

	 	(10)	Oversight of coordination between the application support organization and Supplier’s service delivery team with respect to required escalations in: 


 

	 	(a)	Delivery of day-to-day service. 

  

	 	(b)	Execution of Gap approved Supplier initiative such as server consolidation. 

  

	 	(11)	Work with Supplier on potential changes in Service Levels. 

  

	 	(12)	Working with Supplier management on the longer term resource plans. 

  

	 	(d)	Gap Customer Service Delivery & Liaison Leader 

  

	 	(i)	Gap Customer Service Delivery & Liaison Leader will focus primarily on management as service desk, engineering and integration components. 

  


					
	Exhibit D.2        	  	Gap/IBM Confidential and Proprietary Information	  	Page 6










 

 
  


	 	(ii)	Primary responsibilities include: 

  

	 	(1)	Define and maintain definitions of all Service Levels, which directly relate to Authorized Users, and manage issues that result from service delivery problems.


  

	 	(2)	Monitor the service desk so that it remains responsive to Gap unique needs. 

  

	 	(3)	Resolve escalated issues from users and now internal IT teams relying on workstation engineering and integration. 

  

	 	(4)	Work with Supplier to see that Supplier has the right level of resources to meet all Service Levels. 

  

	 	(5)	As needed facilitate activities between Supplier and other sources of technology (e.g., workstation hardware and software) 

  

	 	(6)	Provide needed workstation hardware and software for Supplier to deliver services. 

  

	2.2	Supplier Organization 

  

	 	(a)	Supplier Outsourcing Relationship Executive 

  

	 	(i)	Supplier Outsourcing Relationship Executive has complete authority and responsibility to deliver Services from Supplier to Gap. 

  

	 	(ii)	Primary responsibilities include: 

  

	 	(1)	Managing the overall relationship between Supplier and Gap including the Innovation Center. 

  

	 	(2)	The transition of the Agreement to operational status. 

  

	 	(3)	Monitoring fulfillment of Supplier obligations under the Agreement. 

  

	 	(4)	Working with Gap executives and business unit managers to align the delivery of the Services with the strategic needs of Gap. 

  

	 	(5)	Informing Gap about new corporate capabilities and developments within Supplier’s organization, and proposing ideas and solutions that will provide ongoing benefit to Gap.


  

	 	(6)	Responding, or confirming the response by Supplier’s subject matter experts, to requests for strategic or relationship-wide questions or requests from Gap.


  


					
	Exhibit D.2        	  	Gap/IBM Confidential and Proprietary Information	  	Page 7










 

 
  


	 	(b)	Supplier Delivery Partnership Executive 

  

	 	(i)	Supplier Delivery Partnership Executive will have primary business operating performance responsibility for the account and managing the provision of the Services such that delivery
commitments and deliverables required under the Agreement are provided to Gap. In addition, Supplier Delivery Partnership Executive has the overall responsibility for the successful transition of the Services. 

  

	 	(ii)	Primary responsibilities include: 

  

	 	(1)	Working with the Gap Customer Service Delivery and Liaison Leader to manage and meet commitments, requirements and expectations. 

  

	 	(2)	Delivery of the Services as set forth in the Agreement. 

  

	 	(3)	Serving as an escalation point for Gap related Service delivery matters involving the various Supplier Service Delivery Managers. 

  

	 	(4)	Operational compliance with the Agreement and making sure that Supplier fulfills its obligations under the Agreement. 

  

	 	(5)	Establishing and executing the account management disciplines, business management processes, and associated reporting. 

  

	 	(6)	Identification and resolution of service delivery issues. 

  

	 	(7)	Aligning Supplier’s performance requirements as they relate to Gaps strategic business planning (business and architecture, strategic options, business assessment, business
operating plans). 

  

	 	(8)	Staffing and leading Supplier management team and project staff. 

  

	 	(9)	Establishing a customer satisfaction survey for the account. 

  

	 	(10)	Establishing Supplier Benchmarking methodology in accordance with the Agreement. 

  

	 	(11)	Meeting the Service Levels and contractual commitments for the respective Functional Service Area. 

  

	 	(12)	Staffing/maintaining Service delivery with the appropriate level of trained personnel. 

  


	 	(13)	Forecasting resource requirements and managing resource requirements. 

  

	 	(14)	Supporting the long range IT plan. 

  


					
	Exhibit D.2        	  	Gap/IBM Confidential and Proprietary Information	  	Page 8










 

 
  


	 	(15)	Providing support to Gap in accordance with the Problem Management process. 

  

	 	(16)	Develop and provide Service Level reporting. 

  

	 	(17)	Introducing Supplier’s methodology on the account; modifying it to meet Gap development standards and implementing this methodology on the account. 

  

	 	(18)	Constructing and managing monthly performance reporting. 

  

	 	(19)	Providing process ownership for Service delivery processes. 

  

	 	(c)	Supplier Architect 

  

	 	(i)	Supplier Architect will be responsible for liaison with the Gap IT architecture team and managing architectural initiatives and decisions such that they are supported and executed.


  

	 	(ii)	Primary responsibilities include: 

  

	 	(1)	Interfacing with and supporting the Gap IT architecture team and subject matter experts. 

  

	 	(2)	Assisting Gap to develop their long range IT plan. 

  

	 	(3)	Coordinating and facilitating sharing of architectural information between Gap and Supplier. 

  

	 	(4)	Verify that the right interface to Gap architects is in place. 

  

	 	(5)	Meeting the IT architectural standards of Gap and working with Gap to develop the long range IT plan. 

  

	 	(d)	Supplier Project Office Manager 

  

	 	(i)	Supplier Project Office Manager will have primary responsibility for financial, billing, contractual compliance and new business management functions. 

  

	 	(ii)	Primary responsibilities include: 

  

	 	(1)	Providing the monthly invoice and account billing and reporting functions. 

  

	 	(2)	Implementing and managing Supplier financial systems including time recording, labor reporting, billing, budgeting, forecasting, and annual budget planning.


  


					
	Exhibit D.2        	  	Gap/IBM Confidential and Proprietary Information	  	Page 9










 

 
  


	 	(3)	Providing financial reporting, including exception reporting to Gap, in accordance with the Exhibit C (Fees and Resource Baselines) of the Agreement. 

  

	 	(4)	Providing management oversight and coordination to Supplier’s (including its subcontractors and its third parties) with respect to contractual compliance.


  

	 	(5)	Providing Supplier contract administration for contractual commitments to facilitate fulfillment of Supplier deliverables. 

  

	 	(6)	Monitoring and reviewing the ongoing status of Third Party Contracts as appropriate. 

  

	3.	Committees and Teams 

  

	3.1	General Committee and Team Structure. 

  

	 	(a)	An Executive Steering Committee will be formed, consisting of both Gap and Supplier executives, to provide business oversight and alignment of the long range IT plan and Service
delivery objectives. This committee will also direct the Gap/Supplier relationship and assist the Gap Customer Service Delivery and Liaison Leader and Supplier Delivery Partnership Executive in decisions that directly affect this Agreement.


  

	 	(b)	A Gap Customer Service Delivery and Liaison Leader and an Supplier Delivery Partnership Executive will be appointed by the Parties to liaise with the Executive Steering Committee
and to monitor and resolve where possible any issues raised by the Gap Service Manager(s) and Supplier Service Delivery Manager(s). 

  

	 	(c)	The appropriate Gap Service Manager(s) and Supplier Service Delivery Manager(s) will carry out the day-to-day coordination of Service delivery, and will include other Gap
representatives as required. 

  

	 	(d)	Gap and Supplier will jointly develop and implement agreed to performance management and business assurance processes. 

  

	 	(e)	The performance management and business assurance processes and procedures will be deployed at the designated Gap Sites, which will allow the stable start-up and efficient delivery
of the Services. 

  

	3.2	Executive Steering Committee. 

  

	 	(a)	Within thirty (30) days after the Reference Date, the Parties will establish an Executive Steering Committee. The titles of the representatives serving on the initial Executive
Steering Committee are listed in this Section. 

  


					
	Exhibit D.2        	  	Gap/IBM Confidential and Proprietary Information	  	Page 10










 

 
  


	 	(b)	The Executive Steering Committee will have executive management responsibility for the Agreement and for the relationship between the Parties. 

  

	 	(c)	Members. The Executive Steering Committee shall be chaired by the Gap Project Executive and will be comprised as follows: 

  

	 	(i)	Gap Infrastructure Partnership Executive. 

  

	 	(ii)	Gap Customer Service Delivery and Liaison Leader. 

  

	 	(iii)	Supplier Outsourcing Relationship Executive. 

  

	 	(iv)	Supplier Delivery Partnership Executive. 

  

	 	(v)	Other Gap and Supplier personnel as required. 

  

	 	(d)	Key Responsibilities. The responsibilities of the Executive Steering Committee include: 

  

	 	(i)	Business alignment between the Parties, analysis of Gap and Supplier business plans, and oversight of new or modified Services during the Term. 

  

	 	(ii)	Developing strategic requirements and plans associated with the Services or New Services during the Term. 

  

	 	(iii)	Requiring that the annual Gap technology plan is in accordance with and supports the long range IT Plan. 

  

	 	(iv)	Agreeing to and periodically reviewing the authority of the committees and makeup of the individual members of the Service Delivery Committee (discussed in Section 3.3
(Service Delivery Committees) below). 

  

	 	(v)	Resolving issues escalated by the Service Delivery Committee. 

  

	 	(vi)	Approving changes to the Agreement. 

  

	 	(vii)	Operational, technical, financial, and general management oversight of the Agreement. 

  

	 	(viii)	Managing risks and opportunities for improvement. 

  

	 	(ix)	Review of financial performance. 

  

	 	(x)	Approving the Service Delivery Committee reports and recommendations, including review and/or approval of the following: 

  

	 	(1)	Transition Plan implementation, including progress and achievement of Critical Deliverables and key activities; 

  


					
	Exhibit D.2        	  	Gap/IBM Confidential and Proprietary Information	  	Page 11










 

 
  


	 	(2)	Review Service Level reports and modifications; 

  

	 	(3)	Review quality assurance measures; 

  

	 	(4)	Review of Critical Service Levels, Key Critical Service Levels and Key Performance Indicators; 

  

	 	(5)	Review financial issues and performance; 

  

	 	(6)	Review customer satisfaction surveys; 

  

	 	(7)	Review audit results; and 

  

	 	(8)	Review benchmarking results. 

  

	 	(e)	Reports 

  

	 	(i)	Minutes. 

  

	 	(f)	Meetings 

  

	 	(i)	The Executive Steering Committee will initially conduct quarterly meetings and thereafter will change to time periods as agreed by the Parties. Either Party shall have the right to
prepare and distribute a written agenda at least twenty-four (24) hours prior to the meeting. Supplier shall keep minutes of each meeting and shall distribute the minutes to Gap within twenty-four (24) hours after each meeting.


  

	3.3	Service Delivery Committees. 

  

	 	(a)	Within thirty (30) days after Reference Date, the Parties will establish Service Delivery Committees. The titles of the representatives serving on the initial Service Delivery
Committees are listed in this Section. There will be three (3) separate Service Delivery Committees covering the following Functional Service Areas: (1) Field Services and Projects, (2) Network, Voice and Video, and (3) Platform
and Security. 

  

	 	(b)	Members. The Service Delivery Committee will be comprised as follows: 

  

	 	(i)	Gap Service Manager(s). 

  

	 	(ii)	Gap capacity planners. 

  

	 	(iii)	Supplier Service Delivery Managers. 

  

	 	(iv)	Other Gap and Supplier personnel as required. 

  


					
	Exhibit D.2        	  	Gap/IBM Confidential and Proprietary Information	  	Page 12










 

 
  


	 	(c)	Authority. All members of the Service Delivery Committee shall be involved in: 

  

	 	(i)	Review and approval, where possible, of the short-term and long-term plans and activities in regard to the delivery of the Services. 

  

	 	(ii)	Resolution of Service delivery problems. 

  

	 	(iii)	Upward notification of opportunities or issues that might result in the addition, deletion, or modification of the Services, or the terms of the Agreement, irrespective of the
initiating Party. 

  

	 	(iv)	Agreement of local Service delivery initiatives, where approved by appropriate level. 

  

	 	(d)	Key Responsibilities. The responsibilities and authorities of the Gap and Supplier representatives will be determined and delegated in each case by the Executive Committee and may
include matters within the relevant region such as the following: 

  

	 	(i)	Implementing the Transition Plan and monitoring the delivery of Service. 

  

	 	(ii)	Monitoring Critical Deliverables, Key Performance Indicators and Critical Service Levels. 

  

	 	(iii)	Coordinating and communicating day-to-day Service delivery issues; addressing, coordinating and prioritizing the issues affecting the provision of the Services.


  

	 	(iv)	Reviewing and escalating operational problems and issues in accordance with the Policy and Procedures Manual, including follow-up reviews of root cause analysis results.


  

	 	(v)	Managing the efficient flow of documentation as required by the Agreement. 

  

	 	(vi)	Handling disputes within the authority of the Gap and Supplier representatives, and referring others to the Executive Committee in accordance with the Section 4 (Issue
Escalation Procedures) of this Exhibit D.2. 

  

	 	(vii)	Submitting issues concerning the relationship between the Parties to the Executive Committee for its guidance and recommendations. 

  

	 	(viii)	Submitting reports as required and as defined in D.13 (Management Reports) to the Executive Committee. 

  

	 	(ix)	Considering and approving, where possible, operational and technical changes in accordance with the Change Control Procedure, as set forth in the Agreement.


  


					
	Exhibit D.2        	  	Gap/IBM Confidential and Proprietary Information	  	Page 13










 

 
  


	 	(x)	Advising the Executive Committee of new opportunities and proposals. 

  

	 	(xi)	Reviewing recommendations and suggestions made by Gap representatives and Supplier representatives relating to the Services and initiating appropriate actions.


  

	 	(xii)	Identifying issues that may have an impact outside the relevant Sites and referring these to the Executive Committee and, as appropriate, to other Sites or regions.


  

	 	(xiii)	Provide guidance and management oversight to resolution of Third Party Contracts issues as appropriate. 

  

	 	(xiv)	Developing annual system capacity plan by understanding Gap business requirements and their impact on system capacity. 

  

	 	(xv)	Reviewing, adjusting and reporting to the Executive Steering Committee the following: 

  

	 	(1)	Service Levels performance; 

  

	 	(2)	Quality assurance measures; 

  

	 	(3)	Customer satisfaction surveys results; 

  

	 	(4)	Audit results; and 

  

	 	(5)	Benchmarking results. 

  

	 	(e)	Reports 

  

	 	(i)	Brand/Management Reports. 

  

	 	(ii)	Summary Executive Reports. 

  

	 	(iii)	Management Reports. 

  

	 	(iv)	Transition Reports. 

  

	 	(v)	Service Levels and Service delivery results (as required). 

  

	 	(vi)	Minutes. 

  

	 	(f)	Meetings. The Service Delivery Committee will meet (at a minimum) monthly, and at other times as agreed between the Parties, to review: 

  

	 	(i)	Contract issues. 

  

	 	(ii)	Service delivery. 

  


					
	Exhibit D.2        	  	Gap/IBM Confidential and Proprietary Information	  	Page 14










 

 
  


	 	(iii)	Transition management (as required). 

  

	 	(iv)	Transition/projects. 

  

	 	(v)	Change Management. 

  

	 	(g)	Agenda. Either Party shall have the right to prepare and distribute a written agenda at least twenty-four (24) hours prior to the meeting. Supplier shall keep minutes of each
meeting and shall distribute the minutes to Gap within twenty-four (24) hours after each meeting. 

  

	3.4	Technical Steering Committee 

  

	 	(a)	Following the Transition, a Technical Steering Committee will be established by the Parties to focus primarily on the development of the annual and long range IT Plans.


  

	 	(b)	The Technical Steering Committee will meet quarterly, and at other times as agreed between the Parties. 

  

	 	(c)	It is agreed that the Technical Steering Committee shall not be involved in day-to-day operational issues. 

  

	 	(d)	Members. The Technical Steering Committee shall be chaired by the Gap IT Architecture Manager and will be comprised as follows: 

  

	 	(i)	Gap Customer Service Delivery and Liaison Leader or his/her nominated deputy. 

  

	 	(ii)	Gap IT Architecture Manager. 

  

	 	(iii)	Gap Applications Development and Maintenance Manager. 

  

	 	(iv)	Gap Capacity Planners. 

  

	 	(v)	Supplier Delivery Partnership Executive. 

  

	 	(vi)	Supplier Architect. 

  

	 	(vii)	Gap and Supplier Subject Matter Experts (SMEs) as required. 

  

	 	(e)	Key Responsibilities. The responsibilities of the Technical Steering Committee include: 

  

	 	(i)	Reviewing and aligning Gap’s Information Technology (IT) strategy and IT policies with the annual and long range IT plans for authorization by the Executive Steering Committee.


  


					
	Exhibit D.2        	  	Gap/IBM Confidential and Proprietary Information	  	Page 15










 

 
  


	 	(ii)	Recommending changes, related to the Services, to the long range IT plan for approval by the Executive Steering Committee. 

  

	 	(iii)	Reviewing Supplier’s proposals for implementing the long range IT plan, as it relates to the Services. 

  

	 	(iv)	Using management reports defined in Exhibit D.13 (Management Reports), and any other appropriate sources, to research, develop, review and approve technical initiatives to address
business problems and opportunities as agreed by the Executive Steering Committee. 

  

	 	(v)	Providing advice and guidance to the Service Delivery Committee for technical improvement and making recommendations directly to Gap and Supplier on issues affecting the technical
infrastructure that supports the Gap business operations. 

  

	 	(vi)	Reviewing technical policy standards and making recommendations to the Service Delivery Committee. 

  

	4.	Issue Escalation Procedures 

  

	4.1	General. 

  

	 	(a)	From time to time, issues will arise that cannot be resolved at the various levels of management within the Gap and Supplier teams. These issues may arise at a particular
site/country, region or at the global level. These issues may involve obligations of a Party, performance, commercial issues, personnel. 

  

	 	(b)	It is the intent of Gap and Supplier to resolve issues in an expeditious and constructive way that reflects the concerns and commercial interests of each Party. Both Parties’
primary objective and intent is to have issues resolved by the appropriate levels of authority without the need for escalation. With this in mind, the following steps are to be followed: 

  

	4.2	Notification. 

 Either Party may decide that escalation is desirable when
resolution of an issue appears unachievable at the current management level. At either Party’s request, the Parties currently engaged in attempting to resolve the issue shall meet again to attempt resolution of the issue prior to escalation to
the next level. In such case as the matter is unable to be resolved at this level, the Party desiring escalation provides written notice of its intention to the member(s) of the other Party currently involved in the dispute. 
  

	4.3	Documentation. 

 Both Parties will jointly develop a short briefing
document that describes the issue, relevant impact and positions of both Parties (“Statement of Issue for Escalation”). In cases where the escalation reaches the senior corporate executives identified in Section 5 (Top
to Top Reviews) 
  


					
	Exhibit D.2        	  	Gap/IBM Confidential and Proprietary Information	  	Page 16










 

 
  

 below, the documentation, at a minimum, shall summarize the non-privileged relevant information and background of the
dispute, along with any appropriate non-privileged supporting documentation, for their review. 
  

	4.4	Request for Assistance. 

 A meeting will be scheduled with appropriate
individuals as described below (phone or videoconference in most cases). The Statement of Issue for Escalation will be sent in advance to the participants. This meeting shall be scheduled when the Parties involved at the current level conclude in
good faith that amicable resolution through continued negotiation of the matter does not appear likely or thirty (30) days after the notification, per Section 4.2 (notification) above, is provided. 
  

	4.5	Escalation Order. 

 It is the intention of Gap and Supplier that issues are
escalated for review and resolution to the next level of management as follows: 
  

	 	(a)	Supplier Service Delivery Manager(s) with the appropriate Gap governance team member(s). 

  

	 	(b)	The Gap Customer Service Delivery and Liaison Leader and Supplier Delivery Partnership Executive. 

  

	 	(c)	The Gap Infrastructure Partnership Executive and Supplier Outsourcing Relationship Executive. 

  

	4.6	Issue Review. 

 Following review and resolution the decision shall be
documented and returned to both Parties. Formal proceedings for the resolution of a dispute which is unable to be resolved by the Parties as set forth in this Exhibit D.2 will be addressed as set forth in Section 31 (Internal Dispute
Resolution) of the Agreement. 
  

	5.	Top to Top Reviews 

 In addition to any other meetings associated
with the Gap/Supplier relationship, the Parties shall facilitate several senior executive meetings annually. There are three categories of meetings, overall relationship, financial and technology. 
  

	 	(a)	At least semiannually, the Gap CFO and Supplier CFO will discuss the general financial performance of the Services and review opportunities for enhancing the financial benefits
Gap/Supplier relationship delivering additional value to Gap. During these financial sessions, specific account detail and results will be discussed between the two senior executives. The reviews shall be conducted either by telephone or in person
as mutually agreed at the time the review is scheduled. 

  


					
	Exhibit D.2        	  	Gap/IBM Confidential and Proprietary Information	  	Page 17










 

 
  


	 	(b)	At least quarterly, the Gap CIO and appropriate senior technical business executives will meet to discuss trends and opportunities in technology. One of these sessions will be
dedicated to a review of the activities associated with the Innovation Center. The technology reviews shall be conducted in person, however, due to the nature of the briefing, the location of the briefings will be coordinated and agreed upon at the
time that the agenda for the specific meeting is established. 

  

	 	(c)	The Gap Infrastructure Partnership Executive and Supplier Outsourcing Relationship Executive shall facilitate the logistics and scheduling of these meetings.


  

	6.	Innovation Center 

 Within 120 days following the Initiation Date,
each Party shall designate an individual to be the respective Innovation Center Coordinator. This position is not a full time or dedicated position. This individual will coordinate and facilitate all Innovation Center activities, briefings and
projects. 
  

	 	(a)	The Parties shall execute sound project management principles in the development of the Innovation Center activities. Specific practices and methodologies will be agreed upon as
specified in Exhibit E (Innovation Center) of the Agreement. 

  

	 	(b)	Innovation Center activities, except possibly the Innovation Center Coordinator, shall be supported and performed by individuals not otherwise assigned to the delivery of the
Services. 

  

	 	(c)	Innovation Center activities and proposals will be clearly delineated separate from the Services and service delivery obligations including projects and will be linked to the
overall IT strategy. 

  


					
	Exhibit D.2        	  	Gap/IBM Confidential and Proprietary Information	  	Page 18










 

 
  

 Attachment A. Governance Structure 
 

 
  


					
	Exhibit D.2        	  	Gap/IBM Confidential and Proprietary Information	  	Page 19










 

 
  

 Exhibit D.3 – Projects 
 To 
 Master Services Agreement 
 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap, Inc. and IBM, this
document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  


					
		 	Gap/IBM Confidential and Proprietary Information	 	










 

 
  


	I.	BUSINESS-AS-USUAL (“BAU”) 

  

	 	(a)	Together with the definition of Services, the Functional Service Area Statements of Work set forth in Exhibits A.1 through A.6 of the Agreement, identify activities that
(1) are an inherent, necessary, or a customary part of the day-to-day Services (“Business as Usual” or “BAU”); and (2) are included in the Annual Services Charge and related applicable adjustments.


  

	 	(b)	However, the Parties anticipate that from time to time there will be work efforts that will arise for which additional guidance may be needed to differentiate between the status of
such work as either BAU, a Project included in the Annual Services Charge, or a Non-Recurring Initiative. 

  

	 	(c)	Typically, BAU has some or all of the following characteristics: 

  

	 	(1)	* 

  

	 	(2)	* 

  

	 	(3)	* 

  

	 	(4)	* 

  

	 	(5)	* 

  

	 	(6)	* 

  

	 	(7)	* 

  

	 	(d)	Examples of BAU include the following: 

  

	 	(1)	For Systems Administrators (Server, Network, Data Base, Messaging & Queuing): 

  


	 	(A)	* 

  

	 	(B)	* 

  

	 	(C)	* 

  

	 	(D)	* 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit D.3
	 	Gap/IBM Confidential and Proprietary Information	 	Page 1










 

 
  


	 	(E)	* 

  

	 	(2)	For Operations staff: 

  

	 	(A)	* 

  

	 	(B)	* 

  

	 	(C)	* 

  

	 	(D)	* 

  

	 	(E)	* 

  

	 	(F)	* 

  

	 	(3)	Cross Functional: 

  

	 	(A)	* 

  

	 	(B)	* 

  

	 	(C)	* 

  

	 	(e)	Some examples of activities that are BAU and those that are not: 

  

			
	 BAU
	 	 Not BAU

		
	*	 	*
		
	*	 	*
		
	*	 	*
		
	*	 	*
		
	*	 	*
		
	*	 	*
		
	*	 	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit D.3
	 	Gap/IBM Confidential and Proprietary Information	 	Page 2










 

 
  


			
	 BAU
	 	 Not BAU

	*	 	*
		
	*	 	*
		
	*	 	*
		
	*	 	*

  

	II.	PROJECTS 

 Projects will generally fall into three
(3) categories (i) Non-Recurring Initiatives; (ii) Transformation and Transition; and (iii) BAU that the Parties agree to manage as a Project. All categories of Projects, except Non-Recurring Initiatives, are included in the
Annual Services Charge and related applicable adjustments. 
  

	 	(a)	Transformation and Transition Projects 

 For purposes of
the Agreement, Transformation and Transition Projects, including Attachment A to this Exhibit D.3 (Projects) of the Agreement, whether or not managed as a Project, shall not be subject to the Statement of Work termination right set forth in
Section 25.4 (Failed Acceptance Testing) of the Agreement; the foregoing, however, does not limit Gap’s other remedies under the Agreement. Examples of Transformation and Transition Projects include the following: 
  

	 	(1)	* in accordance with the Completed Transition/Transformation Plan; 

  

	 	(2)	* in accordance with the Completed Transition/Transformation Plan; 

  

	 	(3)	* in accordance with the Completed Transition/Transformation Plan; 

  

	 	(4)	* Planning and Implementation in accordance with the * Plan completed during Transition; 

  

	 	(5)	Deploying monitoring and management tools; 

  

	 	(6)	Refresh efforts as identified in Exhibit D.18 (Refresh Schedule) of the Agreement occurring during the first twenty-four (24) months after the Initiation Date;


  

	 	(7)	Migration of network to Multi Protocol Label Switching (“MPLS”) in accordance with the Completed Transition/Transformation Plan (it is agreed that the final Statement of
Work for the MPLS conversion will address the Gap requirements relating to SWIP attached as Exhibit D.9 (Requirements – SWIP/MPLS) of the Agreement, unless otherwise agreed by the Parties in writing); 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit D.3
	 	Gap/IBM Confidential and Proprietary Information	 	Page 3










 

 
  


	 	(8)	The Store Wireless Infrastructure Initiative (SWIP) in accordance with the Completed Transition/Transformation Plan (it is agreed that the final Statement of Work for SWIP will
provide for the Gap requirements relating to SWIP attached as Exhibit D.9 (Requirements – SWIP/MPLS) of the Agreement, unless otherwise agreed by the Parties in writing); 

  

	 	(9)	NSI Infrastructure rollout in accordance with the Enabling and Supporting NSI provisions of Exhibit D.4 (Transition/Transformation Projects Overview) of the Agreement, unless
otherwise agreed by the Parties in writing); and 

  

	 	(10)	Those Projects set forth on Attachment A to this Exhibit D.3 (Projects) of the Agreement. 

  

	III.	BAU PROJECTS 

 The Parties may agree that certain
BAU activities are best managed as a Project. For purposes of this Agreement, BAU, whether or not managed as a Project, shall not be subject to the process or the remedies set forth in Section 25.4 (Failed Acceptance Testing) of the Agreement.
Examples of BAU activities that may be managed as a Project include the following: 
  

	 	(a)	Software currency (maintenance and support releases); 

  

	 	(b)	Process improvements/best practice implementation; 

  

	 	(c)	Tools management; and 

  

	 	(d)	Supporting application development in roll-out of applications: 

  

	 	(1)	Promotion to Production process including code promotion and job scheduling; and 

  

	 	(2)	Physical DBA support to assist application developers and logical DBAs in data modeling. 

  

	IV.	NON-RECURRING INITIATIVE DISCRETIONARY POOL CONSUMPTION 

  

	 	(a)	Prior to the consumption of any Non-Recurring Initiative Discretionary Pool hours as provided in Section 26.2 (Non-Recurring Initiative Pricing) of the Agreement (and reflected
in a baseline in Exhibit C.1.3 (IT Baselines)), Supplier must receive Gap Approval. 

  

	 	(b)	During Transition, Supplier shall develop a tracking system that will account for all Non-Recurring Initiatives that consume hours from the Discretionary Pool hours. In tracking all
the Non-Recurring Initiatives work, Supplier shall track, and report on a monthly basis, the number of Discretionary Pool hours forecasted to be expended and actually expended for the month. 

  

	 	(c)	Gap will work with Supplier to coordinate consumption of Discretionary Pool hours, recognizing the objective of providing sufficient lead time where possible to facilitate efficient
staffing of Non-Recurring Initiatives. Gap and Supplier will work together on a monthly basis, or as otherwise mutually agreed, to assess and evaluate utilization of Discretionary Pool hours during each Contract Year, to include forecasting of
Non-Recurring Initiative hours. 

  


					
	 Exhibit D.3
	 	Gap/IBM Confidential and Proprietary Information	 	Page 4










 

 
  

 Attachment A 
 To 
 Exhibit D.3 – Projects 
 Of 
 Master Services Agreement 
 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap, Inc. and IBM, this
document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  


					
	 Exhibit D.3
	 	Gap/IBM Confidential and Proprietary Information	 	










 

 
  


			
	 Infrastructure Project Title
	  	 Project Definition

	*	  	*
		
	*	  	*
		
	*	  	*
		
	*	  	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit D.3
	 	Gap/IBM Confidential and Proprietary Information	 	Page A-1










 

 
  


			
	 Infrastructure Project Title
	  	 Project Definition

	*	  	*
		
	*	  	*
		
	*	  	*
		
	*	  	*
		
	*	  	*
		
	*	  	*
		
	*	  	*
		
	*	  	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit D.3
	 	Gap/IBM Confidential and Proprietary Information	 	Page A-2










 

 
  


			
	 Infrastructure Project Title
	  	 Project Definition

	*	  	*
		
	*	  	*
		
	*	  	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit D.3
	 	Gap/IBM Confidential and Proprietary Information	 	Page A-3










 

 
  


			
	 Infrastructure Project Title
	  	 Project Definition

	*	  	*
		
	*	  	*
		
	*	  	*
		
	*	  	*
		
	*	  	*
		
	*	  	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit D.3
	 	Gap/IBM Confidential and Proprietary Information	 	Page A-4










 

 
  


			
	 Infrastructure Project Title
	  	 Project Definition

	*	  	*
		
	*	  	*
		
	*	  	*
		
	*	  	*
		
	*	  	*
		
	*	  	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit D.3
	 	Gap/IBM Confidential and Proprietary Information	 	Page A-5










 

 
  


			
	 Infrastructure Project Title
	  	 Project Definition

	*	  	*
		
	*	  	*

 NOTE: The financial responsibility for Software upgrades, as included in the maintenance costs, that are required
as part of the Projects included in this Attachment A to Exhibit D.3 (Projects) are as specified in Exhibit C.7 (Financial Responsibility Matrix). 


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit D.3
	 	Gap/IBM Confidential and Proprietary Information	 	Page A-6










 

 
  

 Exhibit D.4 – Transition/Transformation Projects Overview 
 to 
 Master Services Agreement

 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap,
Inc. and IBM, this document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  


					
	 Exhibit D.4
	 	Gap/IBM Confidential and Proprietary Information	 	










 

 
  

 Transition/Transformation Projects Overview 
 The following provides an overview of the elements of Transition/Transformation Projects that will form the foundation for detailed Statements of Work to be developed during the Transition Period. 
 Store Template Solution 
 The Store Template will provide Gap with a
standard platform for * The store template solution will be phased into the Gap environment as the * is rolled out, the store network hardware is refreshed, and the *. IBM and Gap have developed the following store templates for this solution.

 The following key design points were used for the rationalization of the store templates: 
  

	 	•	 	The template must include * 

  

	 	•	 	The template will include: 

  

	 	•	 	Software 

  

	 	•	 	Hardware 

  

	 	•	 	* 

  

	 	•	 	Monitoring and Management Support 

  

	 	•	 	Maintenance 

  

	 	•	 	Template will be able to support the stores * 

  

	 	•	 	Template will support * 

  

	 	•	 	Template will provide for the * stores 

 Existing Store 

Initially, all stores will be part of the ‘Existing Store’ template which will include the following: 
  

	 	•	 	Software - including * 

  

	 	•	 	Transport - which includes the * 

  

	 	•	 	Support - which provides for * 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit D.4
	 	Gap/IBM Confidential and Proprietary Information	 	










 

 
  

 Maintenance - for the data network router and switch/hub, the voice network equipment, and the *. The
transition to the ‘Existing Store’ template begin upon the Initiation Date in accordance with the Final Transition Plan. Migration to the ‘Existing Store-New Network HW’ template will start in * or as otherwise agreed in the
Final Transition Plan. It will coincide with *. 
 Existing Store – New Network HW 
 As store network equipment is * and *, these stores will begin falling into the ‘Existing Store – New Network HW’ template which will include: 
  

	 	•	 	Software - including * 

  

	 	•	 	Hardware - which will provide for * 

  

	 	•	 	Transport - which includes the * 

  

	 	•	 	Support - provides for * 

 Maintenance - for the data
network router and switch/hub, the voice network equipment, and the *. 
 Existing Store - SWIP 
 A subset of the ‘Existing Store – New Network HW’ stores will also deploy *. These stores will now be part of the ‘Existing Store
- SWIP’ template and will include: 
  

	 	•	 	Software - including * 

  

	 	•	 	Hardware - which will provide for * 

  

	 	•	 	Transport - which includes the * 

  

	 	•	 	Support - which will provide for * 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit D.4
	 	Gap/IBM Confidential and Proprietary Information	 	










 

 
  

 Maintenance - for the data network router and switch/hub, the voice network equipment, the *. 
 New Store 
 When Gap decides to open a new location there are two * a
‘New Store’ which would include the following: 
  

	 	•	 	Software - including * 

  

	 	•	 	Hardware - which will provide * 

  

	 	•	 	Transport - which includes the * 

  

	 	•	 	Support - which will provide for * 

  

	 	•	 	Maintenance - for the data network router and switch/hub, the voice network equipment, and the * 

 New Store - SWIP 
 The second variation of a new store would be ‘New Store w/SWIP’ which would
include: 
  

	 	•	 	Software - including * 

  

	 	•	 	Hardware - which will provide * 

  

	 	•	 	Transport - which includes the * 

  

	 	•	 	Support - which will provide for * 

  

	 	•	 	Maintenance - for the data network router and switch/hub, the voice network equipment, the * 

 There will be * for each one of the store templates: 
 Class A 
  

	 	•	 	* or more registers 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit D.4
	 	Gap/IBM Confidential and Proprietary Information	 	










 

 
  


	 	•	 	* 

  

	 	•	 	* 

  

	 	•	 	* voice minutes 

 Class B 
  

	 	•	 	* registers 

  

	 	•	 	* 

  

	 	•	 	* 

  

	 	•	 	* voice minutes 

 Class C 
  

	 	•	 	Less than * registers 

  

	 	•	 	* 

  

	 	•	 	* 

  

	 	•	 	* voice minutes 

 The migration to a * template will be based upon *. The
‘New Store’ and ‘New Store w/SWIP’ templates will provide Gap with a structured way to *. In all cases, the plans used to move to the store template concept will be designed to provide for the lowest risk migration in order to
ensure minimal disruption of services. 
 Data Center Operations and Support 
 The IBM solution for Gap includes an information-processing environment that will be managed by the IBM Service Delivery Center in *. *. 
 Utilizing this operations center in *. 
 IBM will monitor the systems consoles for *. The console monitor staff will log all
problems and track them through to resolution. Appropriate IBM support groups will be engaged as required for all platforms *. As shifts change, the turnover status will be provided for the oncoming shift in order to maintain 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit D.4
	 	Gap/IBM Confidential and Proprietary Information	 	










 

 
  

 peak efficiency of Gap’s production environment. IBM has also included *. The following products will be used to
provide console support. 
 * 
 Server
Consolidation and Migration 
 As part of the agreement, IBM will consolidate the initial quantity of server images per the baselines in Exhibit C-13
(Image Consolidation Baseline) and the images in Exhibits C-2, C-3, and C-10 of the Agreement. 
 * 
 The IBM plan includes three phases for the planned server consolidation and migration: 
  

	 	•	 	Phase 1 

  

	 	•	 	Automated server inventory and data collection 

  

	 	•	 	Functional categorization 

  

	 	•	 	Business Categorization and Business unit requirements 

  

	 	•	 	* 

  

	 	•	 	* 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit D.4
	 	Gap/IBM Confidential and Proprietary Information	 	










 

 
  


	 	•	 	Phase 2 

  

	 	•	 	Application inventory 

  

	 	•	 	* 

  

	 	•	 	Migration estimates 

  

	 	•	 	Transformation plan 

  

	 	•	 	Phase 3 

  

	 	•	 	* 

 During phase 1 the Gap IT enterprise will be documented and will then
undergo a *. This collaborative effort between Gap and IBM will *. 
 During phase 2, in a collaborative effort, * and a complete transformation plan will be
created to meet the computing requirements of the business units. 
 Finally, during phase 3, IBM’s consolidation team will *. 
 * Storage Management 
 A major component of the IBM midrange solution
will be a consolidation of the * storage “islands” into an enterprise * solution that will enable the following. 
  

	 	•	 	* 

  

	 	•	 	* 

  

	 	•	 	Tape backup for offsite data storage 

 IBM will create a * for Gap that
will provide *. By using *, IBM will minimize storage down time. IBM has 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit D.4
	 	Gap/IBM Confidential and Proprietary Information	 	










 

 
  

 selected * that boast high reliability for this solution. IBM is confident in this solution due to the extensive
experience of the IBM service delivery personnel with this type of *. All storage devices will be utilizing * in server’s disk, tape and *. In preparing the detail plan, Supplier will evaluate solutions in addition to *. 
 Additionally, IBM has designed a * to provide the best use of high availability disk for active data and tier the storage using *. Using the IBM * to migrate the data,
IBM will exploit better device utilization and an introduction of the *. The objective is to *. Exploiting this device utilization will allow IBM to *. This storage pooling concept will be deployed to accommodate *. Using the IBM * allows cost
productive use of the * to better accommodate data promotion and demotion across the tiers based on pre-defined thresholds. With *, better performance will prepare the way for data management that will maximize the movement of data between the
tiers. ( Again suggesting * to validate stated performance improvement.) 
 Tiered Storage 
 Tier 1 data is considered *. 
 Tier 2 data typically has not
been accessed in the last *. 
 Tier 3 data is * and considered active. Data typically has not been accessed for *. In this instance IBM will utilize
a *. 
 Tier 4 data will also be on disk in this solution and will be considered inactive data. *. 
 Storage Backup and Recovery 
 For backup and recovery, IBM will use
its *. * will run using both *. 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit D.4
	 	Gap/IBM Confidential and Proprietary Information	 	










 

 
  

 When the data is over *, IBM will run the backup through the *. 
 Virtualization of Servers 
 Earlier this year, Gap embarked on a *
program and IBM will further this effort by using *. It is IBM’s intention to maximize server virtualization to deliver the return on investment through the committed savings *. Any application that will run in a virtualized environment will be
considered a candidate for virtualization. 
 Utilization of UMI – On Demand 
 * 
  

	 	•	 	Components to monitor and meter services, promoting continuous operation 

  

	 	•	 	Integration middleware, which provides a mechanism in which * 

  

	 	•	 	Report generation and management through information from the UMI component databases and accessed via *. 

  

	 	•	 	Monitoring support for UMI infrastructure elements: 

  

	 	•	 	A mechanism for * that include service level reporting 

  

	 	•	 	A metering component that allows for the gathering of * data 

 UMI
will enhance the automation of the console functions; enhancing the existing service delivery architecture by incorporating: 
  

	 	•	 	Automation to reduce the effort and timeframes involved in resource deployment and reduce the amount of time involved in modifying the computing environment


  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit D.4
	 	Gap/IBM Confidential and Proprietary Information	 	










 

 
  


	 	•	 	Visualization, through the portal, to deliver a * while allowing the ability to interpret, aggregate, and display data from a variety of sources 

 Enabling and Supporting NSI 
 Through the IBM midrange solution, NSI
will be deployed using *. Using both * will take advantage of better utilization of both CPU and Storage. 
 By using this model, IBM can provide appropriate
utilization through *. The diagram below is a graphical representation of the computing power that will be provided for NSI. 
  

	*	

 Computing power that will be provided for NSI

 Working with the Gap teams Supplier will provide the needed infrastructure and infrastructure support for the development, test and production
environments for NSI in keeping with the resource estimates provided to Supplier as part of the NSI Infrastructure sizing. Specific elements to be included in the SOW as Supplier’s responsibility include: 
  

	 	•	 	Products 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit D.4
	 	Gap/IBM Confidential and Proprietary Information	 	










 

 
  

 1.     * 
 2.    * 
 3.    * 
  

	 	•	 	Staff 

 1.    * 
 1.    * 
 2.    * 
 2.    * 
 1.    * 
 2.    * 
 3.    * 
 4.    * 
 5.    * 
 3.    * 
 1.    * 
 2.    * 
 3.    * 
 Mainframe Overview 
 IBM’s mainframe solution for Gap has two major areas of focus: facilitating the sunset of
the environment itself and providing the required operations and support of the environment until the sunset has been completed. 
 As communicated to IBM,
*. Therefore, the IBM solution for this environment will continue to deliver operations and support for the Gap environment through *. Upon commencement of services, IBM will continue to operate *, through the end of *. While operating *, the IBM
solution will perform the following: 
  

	 	•	 	* 

  

	 	•	 	* 

  

	 	•	 	* 

  

	 	•	 	* 

  

	 	•	 	* 

 SWIP Solution 
 The *, referred to as SWIP, was initiated to enable capability and support for new technologies in the store network. The project includes provisions for * 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit D.4
	 	Gap/IBM Confidential and Proprietary Information	 	










 

 
  

 *. IBM has worked with Gap to understand these requirements and to provide specific solution components in support of
this strategic initiative. 
 One of the major changes in the network due to the SWIP project is the *. *. 
 Wireless Backup Solution 
 In the area of wireless network, IBM
proposes the use of the * to replace the current * at all the stores. This will simultaneously provide a high level of security to a direct connection between * while reducing operational costs and ensuring that Gap’s traffic will be protected
from the public internet. 
 Corporate Data Network Solution 
 IBM’s proposal is based on the following approach for the Corporate Data Network: 
  

	 	•	 	Maintenance of the Gap existing network infrastructure. 

  

	 	•	 	Refresh of network devices that are at * and complete refresh of all *. 

  

	 	•	 	Elimination of the * that are currently installed. 

  

	 	•	 	Work closely with Gap’s technology groups to further enhance efficiencies in the design of the network infrastructure. Recommendations may cover *. 

  

	 	•	 	Continue to provide * and ensure that all redundant networking devices that provide full failover capability remain in place during and after transition to a different carrier.


  

	 	•	 	Migration of portions of the network to a *. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit D.4
	 	Gap/IBM Confidential and Proprietary Information	 	










 

 
  

 Network Management and Operations 
 IBM will provide * monitoring and management of the end-to-end network, and will apply globally consistent * processes and tools. 
 IBM has implemented a consistent, worldwide platform for integrated monitoring, measurement, and control of multi-vendor networks, making our * fully redundant and giving them the ability to support the business communication needs of an
entire corporate enterprise, regardless of its size or global reach. 
 The IBM SDC * will use an integrated suite of processes and tools * to provide *
monitoring and management of the network’s * devices. The IBM SDC will provide network management services in accordance with a *. IBM has implemented the * management environment worldwide to provide integrated monitoring, measurement, and
control of multi-vendor networks. 
 The * environment will integrate information from network monitoring and event correlation with standard processes and
tools. These tools will provide the IBM SDC with continuous visibility, in near real time, into network operations and status. 
 Monitoring Tools

 Using *, the IBM SDC * will deliver a totally integrated framework and tool set for Gap, providing continuous network monitoring and comprehensive
problem management. Tools are grouped into the following hierarchy. 
  

	 	•	 	* 

  

	 	•	 	* 

  

	 	•	 	* 

 These tools are described in further detail below: 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit D.4
	 	Gap/IBM Confidential and Proprietary Information	 	










 

 
  

 * 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit D.4
	 	Gap/IBM Confidential and Proprietary Information	 	










 

 
  

 * 
 End User Services Solution Description 
 IBM’s end user services will integrate with other outsourced or internal technology elements to
establish and maintain the desktop IT environment that Gap requires to meet the changing demands of its customers. 
 The IBM End User Services solution
developed for Gap to meet the above objectives and assist in taking the Gap to the next level of end user support is logically divided into three main categories: 
  

	 	•	 	Corporate End User Services – IBM will implement a best practices support model incorporating *. Our integrated support for corporate end users consists of the following
services: 

  

	 	•	 	*. 

  

	 	•	 	Help Desk Services for Gap corporate end users that will align with Gap business objectives through *. 

  

	 	•	 	*. 

  

	 	•	 	On-site Deskside and IMAC Support approach will *. IBM’s IMAC support will provide a consistent process, careful tracking and reporting, efficient provisioning of hardware and
software, and higher user satisfaction by deploying IBM’s IMAC approach. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit D.4
	 	Gap/IBM Confidential and Proprietary Information	 	










 

 
  


	 	•	 	Centralized Workstation Engineering – IBM will provide centrally managed services of electronic software distribution, including *. As such, its services are available
to *. 

  

	 	•	 	Electronic Software Distribution & Provisioning will proactively manage the end user computing environment; specifically, *. 

  

	 	•	 	Asset Tracking’s * processes will increase visibility of the total cost of the desktop environment; *. 

  

	 	•	 	Distribution Center Support – IBM will continue to support today’s model of * on-site support using the same people managing whatever incidents and service requests
that might arise. 

 Further detail of each of the above categories is described herein. 
 Corporate End User Services Solution 
 * 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit D.4
	 	Gap/IBM Confidential and Proprietary Information	 	










 

 
  

 * 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit D.4
	 	Gap/IBM Confidential and Proprietary Information	 	










 

 
  

 * 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit D.4
	 	Gap/IBM Confidential and Proprietary Information	 	










 

 
  

 * 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit D.4
	 	Gap/IBM Confidential and Proprietary Information	 	










 

 
  

 * 
 Workstation
Engineering 
 * 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit D.4
	 	Gap/IBM Confidential and Proprietary Information	 	










 

 
  

 * 
 Service
Management 
 * 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit D.4
	 	Gap/IBM Confidential and Proprietary Information	 	









 

 
 Exhibit D.5 – Gap Record Retention Policy 
 to 
 Master Services Agreement 
 This document contains confidential and proprietary information of The Gap, Inc. and Supplier. Except with the express prior written permission of The Gap, Inc. and
Supplier, this document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  

					
	Exhibit D.5	 	Gap/IBM Confidential and Proprietary Information	 	 








 

 
  

	1.	GENERAL 

  

	1.1	Record Retention. This Exhibit D.5 (Gap Record Retention Policy) of the Master Services Agreement dated as of the Reference Date between Gap and Supplier (the “Agreement”)
sets forth the record retention policies and procedures that Supplier shall comply with during the Term with respect to the Services, unless expressly provided otherwise in the Agreement or the Statements of Work. This Exhibit D.5 may be updated
during the Term using the Change Management process as described in Exhibit A.2 (Cross Functional Services) of the Agreement. 

  

	1.2	Section References. Unless otherwise specified, Section references in this Exhibit D.5 refer to the Sections of this Exhibit D.5. 

  

	1.3	Definitions. Capitalized terms used and not otherwise defined in this Exhibit have the meanings given them in the Agreement. 

  

	2.	RECORD RETENTION POLICY 

 Gap’s business records are Gap’s
assets and must be retained or destroyed in compliance with the applicable records retention schedules in Gap’s Records Management Policy. In accordance with this policy, in the event of litigation or a government investigation, relevant
records must be retained and preserved. 
 Gap’s Records Management Program is the policy and procedure for managing all domestic Gap’s records,
inactive and active, regardless of media or format. This includes electronic and audio files, hard copy documents, photographs, microfilm and records in other formats. All such records are the property of Gap, and Gap retains the right to review and
establish disposition of all records. 
 Supplier will maintain, review and update a records management program to comply with Gap’s requirements
regularly and in the ordinary course of business. Supplier will ensure that it’s policy also remains in compliance with all applicable regulations and statutes and to exercise reasonable judgment and prudence in determining the disposition of
such records. 
 The following are the Gap’s policies on key retention issues: 
  

					
	Exhibit D.5	 	Gap/IBM Confidential and Proprietary Information	 	Page 1








 

 
 Email 
 Email is maintained for * months. 
 Employee Transfer or Termination 
 Upon termination, Supplier employees must return all Gap’s records to Gap. This includes both paper and electronic records. 
 Records Stored On-Site 
 All records
maintained on-site at Gap facilities should adhere to the retention periods set forth in the retention schedule. 
 Types of Retention Hold Orders: *

 When the retention period has expired, the record will be destroyed, subject to approval by the Gap records retention advisory committee and records
coordinator. 
 * 
 Records with a * comment in the
schedule may be relevant to assessment of *. All such records should be retained until the completion of the * for the * year to which the document pertains, even if longer than the retention period in the schedule. If you are uncertain about the
appropriate retention period of a record you maintain with an * comment, contact Gap’s Records Management. 
 * 
 Records with an * comment in the schedule may be relevant to assessment of * and should be retained until the completion of *, even if longer than the retention period in
the schedule. If you are uncertain about the appropriate retention period of a record you maintain with an * comment, contact Gap’s Records Management. 
 * 
 Records with a * comment in the schedule may be relevant to * and should be retained until the completion of any *, even if longer than
the retention period in the schedule. If you are uncertain about the appropriate retention period of a record you maintain with a * comment, contact Gap’s Records Management. 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

					
	Exhibit D.5	 	Gap/IBM Confidential and Proprietary Information	 	Page 2








 

 
 * 
 Records with a *
comment in the schedule may be further evaluated for permanent retention in the * before destruction at the discretion of the *. If you are uncertain about the appropriate retention period of a record you maintain with an * comment, contact
Gap’s Records Management. 
  

	3.	IT RECORD RETENTION 

 Supplier will comply with the record retention
guidelines outlined in the attached file (CCG-IT.pdf) provided that the Supplier shall return all retained records in accordance with Section 36.6 (Return of Proprietary or Confidential Information) of the Agreement, at the expiration or
termination of the Agreement in order to permit Gap to maintain compliance to the attached file. *. 
  

	*	

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

					
	Exhibit D.5	 	Gap/IBM Confidential and Proprietary Information	 	Page 3








 

 
 Exhibit D.6 – Technical Architecture and Product Standards 
 to 
 Master Services Agreement

 This document contains confidential and proprietary information of The Gap, Inc. and Supplier. Except with the express prior written permission of The
Gap, Inc. and Supplier, this document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  

					
	 Exhibit D.6
	 	Gap/IBM Confidential and Proprietary Information	 	








 1. GENERAL 
 This
Exhibit D.6 (Technical Architecture and Product Standards) of the Master Services Agreement dated as of the Reference Date between Gap and Supplier (the “Agreement”) sets forth the Technical Architecture and Product Standards in use by Gap
as of the Reference Date with respect to the Services, unless expressly provided otherwise in the Agreement or the Statements of Work. This Exhibit D.6 represents the current and existing design principles by which the Services are delivered, and
will be updated during Transition to include Gap’s and Supplier’s recommended infrastructure architecture and additional product standards to support the Gap steady-state environment. The Change Management process as described in Exhibit
A.2 (Cross Functional Services) of the Agreement will be used to perform any updates to this Exhibit D.6. 
 2. GAP TECHNICAL ARCHITECTURE AND
PRODUCT STANDARDS 
 The document included below represents the current Gap Technical Architecture and Product Standards in use as of the Reference Date.

  

	*	[310 pages] 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

					
	 Exhibit D.6
	 	Gap/IBM Confidential and Proprietary Information	 	Page 1








 

 
 Exhibit D.7 – GID Demarcation 
 to 
 Master Services Agreement 
 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap, Inc. and IBM, this
document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  

					
	 Exhibit D.7
	 	Gap/IBM Confidential and Proprietary Information	 	








 

 
 Exhibit D.7 
 GID Demarcation 
 [See attached] 
  

					
	 Exhibit D.7
	 	Gap/IBM Confidential and Proprietary Information	 	Page 2









																			
	Responsibility Matrix	  		  		  		  		  		  		  		  		  	R = Responsible for doing the work
		  		  		  		  		  		  		  		  		  	A = Accountable to make the decision (has the authority)
		  		  		  		  		  		  		  		  		  	C = Consulted prior to making decision
	Area	  	GID Web Systems	  	GID Backend Systems	  	I = Informed of the decision
										
	 Team
	  	IBM	  	Gap IT	  	GID Web	  	GID BE	  	IBM	  	Gap IT	  	GID Web	  	GID BE	  	 
	Architecture	  		  		  		  		  		  		  		  		  	
	 Application
	  		  	R/C	  	R/A	  		  		  	R/C	  		  	R/A	  	
	 Data
	  		  	R	  	R/A	  		  		  	R	  		  	R/A	  	
	 Infrastructure
	  	C	  		  	R/A	  		  	C	  		  		  	R/A	  	
										
	Application Development	  		  		  	R/A	  		  		  		  		  	R/A	  	BE: Infosys + Supply Chain has provided resources
										
	2nd Level App Support	  		  		  	R/A	  		  		  		  		  	R/A	  	BE: Supported by Infosys
										
	Business Analysts	  		  		  	R/A	  		  		  		  		  	R/A	  	
										
	Data Base Support	  		  		  		  		  		  		  		  		  	
	 DBA
	  	R/A	  		  	C,I	  		  	R/A	  		  		  	C/I	  	
	 DA
	  		  	R	  	A	  		  		  	R	  		  	A	  	GAP IT on as needed basis
										
	Integration Services (Middleware)	  	R/C	  		  	R/A	  		  	R	  		  		  	R/A	  	BE: Supply Chain as needed ref/ TILT
										
	PMO	  		  		  	R/A	  		  	R	  		  		  		  	Common process with corp
										
	RMO	  		  		  	R/A	  		  	R	  		  		  		  	Input provided to Corp for reporting purposes
										
	Release Management	  		  		  	R/A	  		  	R/A	  		  		  		  	Corporate Building Up
										
	Asset Management	  		  		  		  		  		  		  		  		  	IT Strategic Sourcing assists for contracts
	 hardware
	  		  		  	R/A	  		  		  		  		  	R/A	  	
	 software
	  		  		  	R/A	  		  		  		  		  	A	  	
										
	Quality Office	  		  		  	R/A	  		  		  		  		  	C/I	  	
	QA Testing Team	  		  		  	R/A	  		  		  		  		  	R/A	  	
										
	Reporting Services	  		  		  		  		  		  		  		  		  	
	 Web Reporting
	  	R/A	  		  	R/A	  		  		  		  		  		  	FE reporting done out of EDW but also done out of the business
	 BE Reporting
	  		  		  		  		  		  		  		  	R/A	  	Business Intelligncxe & report development is retained by Gap
										
	Engineering	  		  		  		  		  		  		  		  		  	
	 FE Servers
	  	I	  		  	R/A	  		  		  		  		  		  	
	 BE Servers
	  		  		  		  		  	R	  		  	C	  	A	  	EDC engineering
	 FE Storage
	  	I	  		  	R/A	  		  		  		  		  		  	
	 BE Storage
	  		  		  		  		  	R	  		  	C	  	A	  	EDC engineering
	 FE Network
	  	R/A	  		  	C	  		  		  		  		  		  	Engineering from hosted site out not IBM
	 BE Network
	  		  		  		  		  	R/A	  		  	C,I	  	C,I	  	
	 Security
	  		  	C	  	R/A	  		  	R/A	  		  		  	C	  	Security adm done at GID
	 FE Team’s Workstations
	  	R/A	  		  	C	  		  		  		  		  		  	Support for non-DC GID teams
	 BE Team’s Workstations
	  		  		  		  		  	A	  		  		  	R	  	DC Ops Techs
	 FE Special Devices
	  	I	  		  	R/A	  		  		  		  		  		  	
	 BE Special Devices
	  		  		  		  		  		  		  		  	R/A	  	Works with materials handling team in EDC
	 Data Center
	  	C	  		  	R/A	  		  		  		  		  	R/A	  	
	 FE Non-Prod Labs
	  	C	  		  	R/A	  		  	C	  		  		  	R/A	  	
										
	Operations	  		  		  		  		  		  		  		  		  	









																			
	 Responsibility Matrix
	  		  		  		  		  		  		  		  		  	R = Responsible for doing the work
		  		  		  		  		  		  		  		  		  	A = Accountable to make the decision (has the authority)
		  		  		  		  		  		  		  		  		  	C = Consulted prior to making decision
	 Area
	  	GID Web Systems	  	GID Backend Systems	  	I = Informed of the decision
										
	 Team
	  	IBM	  	Gap IT	  	GID Web	  	GID BE	  	IBM	  	Gap IT	  	GID Web	  	GID BE	  	 
	 Backups, SF Servers
	  		  		  		  		  		  		  		  		  	
	 Prod Server Backup
	  		  		  	R/A	  		  		  		  		  		  	
	 DR Server Backup
	  		  		  	R/A	  		  		  		  		  		  	
	 Backups BE
	  		  		  		  		  		  		  		  	R/A	  	
	 Problem Mgmt Reporting
	  	I	  		  	R/A	  		  	I	  		  		  	R/A	  	
	 Problem Mgmt Other
	  		  		  	R/A	  		  		  		  		  	R/A	  	Separate detailed reporting for outside parties
	 Change Mgmt
	  	I	  		  	R/A	  		  		  		  		  		  	Corp used for corporate touchpoints
										
	 Help Desk
	  		  		  	R/A	  		  		  		  		  	R/A	  	Local ops team and Totality
	 Monitoring
	  	R/A	  		  	R/A	  		  	R/A	  		  		  	R/A	  	 FE includes Totality
 IBM responsibility limited to
network indicated above and campus servers

	 Installations
	  		  		  	R/A	  		  		  		  		  	R/A	  	FE includes Totality
								
	 FE = Front End systems
	  	Web	  		  		  		  		  		  	
	 BE = Back End systems
	  	Warehouse, Order processing, etc.	  		  		  	








 

 
 Exhibit D.8 - Existing Agreements 
 to 
 Master Services Agreement 
 This document contains confidential and proprietary information of The Gap, Inc. and Supplier. Except with the express prior written permission of The Gap, Inc. and
Supplier, this document and the information contained herein may not be published, disclosed, or used for any other purpose. 
 Gap/IBM
Confidential and Proprietary Information 








																													
	 Type
	  	 Sub-Type
	  	Supplier	  	Platform	  	Contract Description	  	Financial
Responsibility
GAP / IBM	  	Agreement
between
GAP and
IBM. Y/N	  	Term/
Mo(s)	  	Term
Start	  	Term
End	  	Total
Contract	  	2005
Budget	  	2005
Actuals	  	Variance
Budget
to
Actuals	  	Notes
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

					
	 Exhibit D.8
	 	IBM/Gap Inc. Confidential	 	Page 2 of 6









																													
	 Type
	  	Sub-Type	  	Supplier	  	Platform	  	Contract
Description	  	Financial
Responsibility
GAP / IBM	  	Agreement
between
GAP and
IBM. Y/N	  	Term/
Mo(s)	  	Term
Start	  	Term
End	  	Total
Contract	  	2005
Budget	  	2005
Actuals	  	Variance
Budget
to
Actuals	  	Notes
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
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	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

					
	 Exhibit D.8
	 	IBM/Gap Inc. Confidential	 	Page 3 of 6









																													
	 Type
	  	 Sub-Type
	  	Supplier	  	Platform	  	Contract
Description	  	Financial
Responsibility
GAP / IBM	  	Agreement
between
GAP
and
IBM.
Y/N	  	Term/
Mo(s)	  	Term
Start	  	Term
End	  	Total
Contract	  	2005
Budget	  	2005
Actuals	  	Variance
Budget
to
Actuals	  	Notes
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
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	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

					
	 Exhibit D.8
	 	IBM/Gap Inc. Confidential	 	Page 4 of 6









																													
	 Type
	  	 Sub-Type
	  	Supplier	  	Platform	  	Contract
Description	  	Financial
Responsibility
GAP
/
IBM	  	Agreement
between
GAP
and
IBM.
Y/N	  	Term/
Mo(s)	  	Term
Start	  	Term
End	  	Total
Contract	  	2005
Budget	  	2005
Actuals	  	Variance
Budget
to
Actuals	  	Notes
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

					
	 Exhibit D.8
	 	IBM/Gap Inc. Confidential	 	Page 5 of 6









																													
	 Type
	  	 Sub-Type
	  	Supplier	  	Platform	  	Contract
Description	  	Financial
Responsibility
GAP / IBM	  	Agreement
between
GAP and
IBM. Y/N	  	Term/
Mo(s)	  	Term
Start	  	Term
End	  	Total
Contract	  	2005
Budget	  	2005
Actuals	  	Variance
Budget
to
Actuals	  	Notes
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*
															
	 *
	  	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*	  	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

					
	 Exhibit D.8
	 	IBM/Gap Inc. Confidential	 	Page 6 of 6








 

 
 Exhibit D.9 – Requirements – SWIP/MPLS 
 to 
 Master Services Agreement

 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap,
Inc. and IBM, this document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  

					
	Exhibit D.9	 	Gap/IBM Confidential and Proprietary Information	 	 








 

 
 Exhibit D.9 
 Requirement – SWIP/MPLS 
 * [21 pages] 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

					
	Exhibit D.9	 	Gap/IBM Confidential and Proprietary Information	 	Page 2








 

 
 Exhibit D.10 – Assignment and Assumption Agreement 
 to 
 Master Services Agreement

 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap,
Inc. and IBM, this document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  

					
	 Exhibit D.10
	 	Gap/IBM Confidential and Proprietary Information	 	Page 1 of 4

  







 Exhibit D.10 
 Assignment and Assumption Agreement 
 THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this
“Agreement”) made as of                         , 200    , is by and between
THE GAP, INC., a Delaware corporation (“Gap”) and INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation (“Supplier”). [Note: Parties will require modification where assignment is between a Non-US
Gap Affiliate and a Non-US IBM Affiliate pursuant to an Implementation Agreement.] 
 RECITALS 
 Gap and Supplier executed a Master Services Agreement dated as of the Reference Date between Gap and Supplier (the “Master Agreement”),
pursuant to which Supplier will provide the Services to Gap, all on the terms and conditions set forth in the Master Agreement; and 
 The
Master Agreement provides, among other things, for the assignment to Supplier of agreements set forth in Exhibit D.8 (Existing Agreements) of the Master Agreement and listed on Attachment A hereto (the “Assigned Agreements”) and the
assumption by Supplier thereof. 
 NOW THEREFORE, in consideration of the covenants and agreements in the Master Agreement and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows, effective as of the date hereof: 
 AGREEMENT 
  

	1.	Gap hereby conveys, transfers, assigns and delivers to Supplier, all of its right, title and interest in, to and accruing under the Assigned Agreements. 

  

	2.	Supplier hereby assumes all of Gap’s right, title and interest in, to and accruing under the Assigned Agreements and agrees to perform and fully and completely discharge all of
the covenants, liabilities and obligations of Gap arising thereunder on or after the Initiation Date. Gap represents and warrants that it is not in default or breach of any Assigned Agreements as of the Initiation Date and that it is not aware of
any default or breach, as of the Initiation Date, of such Assigned Agreements by any other parties to the Assigned Agreements 

  

	3.	This Agreement is subject to the Master Agreement and applicable Implementation Agreement, to which reference should be made for any matters relevant hereto not set forth herein.
Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Master Agreement. Nothing set forth in this Agreement shall be construed to limit, enlarge, or otherwise alter any provision set forth in the Master
Agreement or Implementation Agreement. 

  

					
	 Exhibit D.10
	 	Gap/IBM Confidential and Proprietary Information	 	Page 2 of 4

  








	4.	This Agreement shall be governed by and construed in accordance with the internal laws of the State of California, without reference to the choice of law principles of such State.


  

	5.	This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same Agreement.


 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers, as of the day
and year first above written. 
  

									
	THE GAP, INC.	  		  	INTERNATIONAL BUSINESS
		  		  		  	MACHINES CORPORATION
					
	By:	  	  
	  		  	By:	  	  

	Title:	  	  
	  		  	Title:	  	  

	Date:	  	  
	  		  	Date:	  	  


  

					
	 Exhibit D.10
	 	Gap/IBM Confidential and Proprietary Information	 	Page 3 of 4

  







 Exhibit A  
 Assigned Agreements 
 [Insert list of agreements from Exhibit D.8 (Existing Agreements) of the
Master Agreement] 
  

					
	 Exhibit D.10
	 	Gap/IBM Confidential and Proprietary Information	 	








 

 
 Exhibit D.11 – Gap Selected Lease Agreements 
 to 
 Master Services Agreement

 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap,
Inc. and IBM, this document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  

					
	Exhibit D.11	 	Gap/IBM Confidential and Proprietary Information	 	 








 

 
 Exhibit D.11 
 Gap Selected Lease Agreements 
 [RESERVED] 
  

					
	Exhibit D.11	 	Gap/IBM Confidential and Proprietary Information	 	Page 2








 

 
 Exhibit D.12 – Managed Strategic Suppliers 
 To 
 Master Services Agreement

 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap,
Inc. and IBM, this document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  

					
	 Exhibit D.12
	 	Gap/IBM Confidential and Proprietary Information	 	








 

 
 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
	I.	  	Listing of Managed Strategic Suppliers	  	1

  

					
	 Exhibit D.12
	 	Gap/IBM Confidential and Proprietary Information	 	Page i








 

 
  

	I.	LISTING OF MANAGED STRATEGIC SUPPLIERS 

  

	  	* [3 pages] 

  

					
	 Exhibit D.12
	 	Gap/IBM Confidential and Proprietary Information	 	Page 1








 

 
 Exhibit D.13 – Management Reports 
 to 
 Master Services Agreement 
 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap, Inc. and IBM, this
document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  

					
	Exhibit D.13	  	Gap/IBM Confidential and Proprietary Information	  	








 

 
 1. GENERAL 
 1.1
Management Reports. This Exhibit D.13 (Management Reports) of the Master Services Agreement dates as of the Reference Date between Gap and Supplier (the “Agreement”) sets forth the standard management reports that Supplier will provide
with respect to the Services during the Term, unless expressly provided otherwise in the Agreement or the Statements of Work. This Exhibit D.13 may be updated during the Term using the Change Management process as described in Exhibit A.2 (Cross
Functional Services) of the Agreement. 
 1.2 Section References. Unless otherwise specified, Section references in this Exhibit D.13 refer to the Sections
of this Exhibit D.13. 
 1.3 Definitions. Capitalized terms used and not otherwise defined in this Exhibit D.13 have the meanings given them in the
Agreement. 
 2. TABLE OF STANDARD HARD COPY IT MANAGEMENT REPORTS 
 The Table below is the list of reports to be provided to Gap. 
  

			
	 Category
	  	 Report Name

	Top 10	  	 Top 10 Areas for Improvement
 -        Operational, Financial (Gain Sharing Opportunities),
Organizational

		
	Risk Matrix	  	 Enumeration of Key Risks Associated with Service Delivery
 -        Risk, Mitigation Strategy, Action Plan, Owner

		
	Charges Forecast Report	  	 12 Month Rolling Forecast of Charges
 -        by Service Tower
 -        by Variable Component
 -        by Non-Recurring Initiatives
 Actual v. Forecast Variance Report

		
	Aged Invoice Report	  	 Monthly Invoice Amounts (Fixed / Variable)
 - Aged Invoices
 - Log of Open Billing Disputes, Status and Age of Disputes

		
	Project Summary Report	  	 Summary of Progress Against Projects

		
	Discretionary Project Hours Utilization Report	  	 Monthly Summary of utilized Non-Recurring Initiative (NRI) Project Hours under Section 26.2 (Non-Recurring Initiative Pricing) of the
Agreement
 - provide information by Gap Approver, Project Name, Approved Duration & Actual
Utilized

		
	Variable Resource Utilization Report	  	 Monthly Summary of Additional Authorized Hours/FTE (NRI in addition to Section 26.2 (Non-Recurring Initiative Pricing) of the Agreement)

- by Gap Approver, Project Name, Approved Amounts

		
	Contract Summary Report	  	 Monthly Summary of Gap third party contracts for which Supplier is responsible pursuant to Exhibit D.8 (Existing Agreements) of the Agreement until
expiration, termination or assignment of such Gap third party contracts.
 - Expiration, Renewal, Key
Terms

		
	Sales Tax Inquiries	  	 Open Sales Tax Inquiries Initiated by Gap
 - Requested, Open, Closed

		
	Turnover Report	  	Enumeration of roll-off and turnover of Gap Transitioned Employees by role during the first contract year.

  

					
	Exhibit D.13	  	Gap/IBM Confidential and Proprietary Information	  	Page 1








 

 
  

			
	 Category
	  	 Report Name

	Customer Satisfaction	  	Monthly Performance Against Ongoing Customer Satisfaction Measurements (this is in the SLA Reports)
		
	Contract Changes	  	 Monthly Summary of Contract Amendment
 - Requested,
Approved, Denied, Total Closed

		
	Disaster Recovery Plan Events	  	Monthly Summary of Disaster Recovery Plan Events by Geography.
		
	Open Proposal Report	  	 - NRI and New Service proposal activity report including:
 -        Proposals submitted, status, Gap and IBM owners
 -        Pricing alternatives proposed for each proposal including discrete and Resource
Unit approaches


 3. TABLE OF STANDARD MANAGEMENT REPORTS PROVIDED ONLINE 
 Report names and samples are illustrative of current reports and report packages. The standard reports as presented in the Service Connect portal will be available to end
users. All reports are monthly (except as noted) using a 13-month rolling view. 
  

			
	 Category
	  	 Report Name

	Problem Management Reports	  	 1.      Manage Problem Against Timeframe Criteria
 2.      Target Date Extension
 3.      Workgroup ID
 5.      Severity Modification
 6.      Severity 1 & 2
 7.      Queue Hopping
 8.      Out of Criteria
 10.    Minimize Life Cycle
 11.    Manage Top Ten Problem Measurement

		
	Change Management Reports	  	 1.      Change Management Measurement
 2.      Technical Change Meeting
 3.      Change Schedule Meeting
 4.      Exception Changes
 5.      Past Due Changes
 6.      Unauthorized Changes
 7.      Past Due Measurement
 8.      Change Success

		
	Availability Reports	  	 1.      Availability Environment
 2.      Availability Error
 3.      Availability Graphs Environment
 4.      Availability Graphs Resource
 5.      Availability Resource
 6.      Outage Summary

		
	IBM Help Desk ACD Measurements (Hourly, Daily, Weekly, Monthly)	  	 1.      Abandoned Call Rate Daily
 2.      Abandoned Rate Hourly
 3.      Average Call Duration
 4.      Average Call Out Duration
 5.      Average Call Service Time Daily
 6.      Average Call Wait Time Daily


  

					
	Exhibit D.13	  	Gap/IBM Confidential and Proprietary Information	  	Page 2








 

 
  

			
	 Category
	  	 Report Name

		  	 7.      Average Hold Time Hourly

		  	 8.      Average Time to Abandon Daily

		  	 9.      Average Wait Time Hourly

		  	 10.    Percent of Calls Answered in Acceptable Range Daily

		  	 11.    Status Calls Avoided

		  	 12.    Total Calls Abandoned Hourly

		  	 13.    Total Calls Abandoned Daily

		  	 14.    Total Calls Answered Daily

		  	 15.    Total Calls Answered Hourly

		  	 16.    Total Calls Received Daily

		  	 17.    Total Calls Received Hourly

		  	 18.    Total Calls Service Time Daily

		  	 19.    Total Incoming Talk Time Daily

		  	 20.    Total Outgoing Calls Daily

		  	 21.    Total Outgoing Calls Hourly

		  	 22.    Total Outgoing Talk Time Daily

		
	Mainframe Performance & Capacity Reports	  	 1.      MVS CPU Box Utilization
 2.      MVS CPU LPAR Usage by Service Class
 3.      MVS CPU LPAR Usage by Workload
 4.      MVS DASD Capacity Monthly
 5.      MVS Tape Capacity Monthly
 6.      VM CPU Box Utilization
 7.      VM CPU LPAR Usage

		
	Asset Reports	  	 1.      Active Hardware Assets

		  	 2.      Inactive Hardware Assets

		  	 3.      Daily Asset Count

		  	 4.      Hardware Seat Count

		  	 5.      Disposed Hardware Assets

		  	 6.      Newly Added Active Hardware Assets – Prior Month

		  	 7.      Changes to Customer Bill

		  	 8.      Duplicate Serial Number – Physical

		  	 9.      Duplicate Serial Number – Financial

		  	 10.    Duplicate Asset Tag – Physical

		  	 11.    Variance – Serial Number

		  	 12.    Variance – Location

		  	 13.    Variance – Organization

		  	 14.    Variance – Model

		  	 15.    Variance – User

		  	 16.    Variance – Physical Asset Not In Financial

		  	 17.    Variance – Financial Asset Not In Physical

		  	 18.    Imminent and Expired Lease

		  	 19.    Imminent and Expired Warranty

		  	 20.    AWOL Assets

		  	 21.    Stock Assets

		  	 22.    Active Assets with Inactive Owners (Primary User)

		  	 23.    Invalid Serial Numbers

		  	 24.    Software Inventory Listing by Software Asset (from SMS)

		  	 25.    Total Allowed Licenses by Software Asset (from data provided by Gap)

		  	 26.    Deployed Licenses by Software Assets (as reported by current tools)

		  	 27.    Utilized Licenses by Software Assets (for workstations only – per TS-Census reporting)


  

					
	Exhibit D.13	  	Gap/IBM Confidential and Proprietary Information	  	Page 3








 

 
  

			
	 Category
	  	 Report Name

	IMAC Reports	  	 1.      IMAC Records Approaching SLAs

		  	 2.      IMAC Records Exceeding SLAs

		  	 3.      IMAC Records Approaching Threshold for Held Status

		  	 4.      IMAC Records Exceeding Threshold for Held Status

		  	 5.      IMAC Coordinator Not Assigned

		  	 6.      Task Resource Not Assigned

		  	 7.      Perform Task Complete and Tracking Task Incomplete

		  	 8.      IMAC Group Performance Summary from MM/DD/YYYY to MM/DD/YYYY

		  	 9.      IMAC Assignee Performance Summary from MM/DD/YYYY to MM/DD/YYYY

		  	 10.    Active IMAC Records as of MM/DD/YYYY to MM/DD/YYYY

		  	 11.    Aged IMAC Record Report -Greater Than 10 Days

		  	 12.    All Tasks Complete Record Not Closed

		
	Distributed (Unix and Wintel) Capacity Reports	  	 1.      Daily CPU Utilization
 2.      Daily Disk Utilization
 3.      Daily Memory Utilization
 4.      Daily File System Utilization
 5.      Daily Paging Rates
 6.      Hourly CPU Utilization
 7.      Hourly Disk Utilization
 8.      Hourly Memory Utilization
 9.      Hourly File System Utilization
 10.    Hourly Paging Rates

		
	Service Level Reports	  	Contractual Service Levels
		
	Telecommunication and Voice Services Provider Reports	  	 1.      IBM will continue to provide these in the same format they are provided as of the Reference
Date.

		
	Network Overview Report	  	 1.      Overall Average Utilization and Volume - network utilization and performance exception reports to
account team

		
	Network Threshold & Exception Reports (over & under-utilized resources)	  	 1.      Router/Switch CPU Utilization: Average
 2.      Router/Switch CPU Utilization: Peak
 3.      WAN Interface Utilization Average
 4.      WAN Circuit – Discards
 5.      WAN Circuit – Errors
 6.      LAN Segment Utilization – Average
 7.      LAN Segment Utilization – Peak
 8.      LAN Segment – Average Discards
 9.      LAN Segment – Average Errors

		
	Network Performance Management Reports	  	 1.      Router/Switch Traffic Reports - Utilization, Volume, Errors and Discards

		
	Network Historic Trending Reports	  	 1.      Traffic Reports: Utilization and Volume


  

					
	Exhibit D.13	  	Gap/IBM Confidential and Proprietary Information	  	Page 4








 

 
 Exhibit D.14 – Termination Transition Plan 
 to 
 Master Services Agreement

 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap,
Inc. and IBM, this document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  

					
	Exhibit D.14	 	Gap/IBM Confidential and Proprietary Information	 	








 

 
 Exhibit D.14 
 Termination Transition Plan 
 [RESERVED] 
  

					
	Exhibit D.14	 	Gap/IBM Confidential and Proprietary Information	 	Page 2








 

 
  
 Exhibit D.15 –
Transition-In Plan 
 To 
 Master Services Agreement 
 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the
express prior written permission of The Gap, Inc. and IBM, this document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	









 

 
  
 TABLE OF CONTENTS

  

							
	 	  	 	  	 	  	Page
	 1.
	  	General	  	1
		  	 1.1
	  	Base Transition Plan.	  	1
		  	 1.2
	  	Scope of Services.	  	1
		  	 1.3
	  	Precedence of Obligations.	  	1
		  	 1.4
	  	Section References.	  	1
		  	 1.5
	  	Definitions.	  	1
		  	 1.6
	  	Attachments.	  	1
			
	 2.
	  	Transition Overview	  	1
		  	 2.1
	  	Transition Services.	  	1
		  	 2.2
	  	Global Transition and Transformation Architecture.	  	2
		  	 2.3
	  	Transition Process.	  	2
		  	 2.4
	  	Transition Planning Control and Communications	  	3
		  	 2.5
	  	Engagement Knowledge Transfer	  	3
		  	 2.6
	  	Transition Kick-Off Meeting	  	4
		  	 2.7
	  	Transition High Level Planning Session	  	4
		  	 2.8
	  	Technical Discovery	  	6
		  	 2.9
	  	Detailed Technical Planning Sessions	  	6
			
	 3.
	  	Transition Management	  	6
			
	 4.
	  	Transition Processes	  	8
		  	 4.1
	  	Transition Planning and Development	  	8
		  	 4.2
	  	Business As Usual Support (BAU)	  	9
		  	 4.3
	  	Transition Management Processes	  	11
		  	 4.4
	  	Knowledge Transfer	  	15
			
	 5.
	  	Transition Timeline (By Service)	  	17
		  	 5.1
	  	Human Resources Transition Services	  	19
		  	 5.2
	  	Cross Functional Services	  	22
		  	 5.3
	  	End User Support Services	  	26
		  	 5.4
	  	Help Desk Services	  	29
		  	 5.5
	  	Server Services	  	30
		  	 5.6
	  	Network Services	  	35
			
	 6.
	  	Gap Responsibilities	  	37
		  	 6.1
	  	Key Gap Transition Responsibilities	  	37

  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page i









 

 
  

	1.	General 

  

	1.1	Base Transition Plan. This Exhibit D.15 (Transition-In Plan) of the Master Services Agreement dated as of the Reference Date between Gap and Supplier (the
“Agreement”) describes how the Services will be transferred from Gap to Supplier. The Transition Services relate to the transfer of the Services to Supplier, in accordance with the Transition Plan. The Base Transition Plan will be further
developed and approved by the joint transition team, consisting of participants from Supplier and Gap, and approved in accordance with Section 6.1 (Gap Approval) of the Agreement (the Base Transition Plan and Completed Transition Plan will be
referred to collectively as the “Transition Plan”). 

  

	1.2	Scope of Services. This document will in no way alter the scope of the Services delivered or requirements of either Party detailed within this contract.


  

	1.3	Precedence of Obligations. The Parties acknowledge that certain obligations may be set forth in both this Exhibit D.15 and elsewhere in the Agreement, and that in the event
of a conflict, such conflict shall be resolved in accordance with Section 46.1 (Conflict Between Agreement and Exhibits) of the Agreement. 

  

	1.4	Section References. Unless otherwise specified, Section references in this Exhibit D.15 refer to the Sections of this Exhibit D.15. 

  

	1.5	Definitions. Capitalized terms used and not otherwise defined in this Exhibit D.15 have the meanings given them in the Agreement. 

  

	1.6	Attachments. The following attachments are hereby incorporated into this Exhibit D.15 by reference: 

  

			
	 Attachment A:
	  	Global Transition and Transformation Architecture
	 Attachment B:
	  	Project Definitions Report Template

  

	2.	Transition Overview 

  

	2.1	Transition Services. Transition Services provided by Supplier are designed to provide an integrated approach that will define and manage the overall transition process
according to Gap’s business needs, enabling the flexibility to address changing business demands while services are being transitioned to Supplier. This integrated approach is intended to: 

  

	 	(a)	Minimize disruptions to ongoing business operations and Projects through careful planning and task management by experienced project management specialists and the use of automated
tools and methodologies to make and track changes. 

  

	 	(b)	Enhance identification and management of operational and Project risks by supporting multithreaded lines of communication within the Supplier Transition Team and between Gap and
Supplier transition focal points; 

  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 1









 

 
  

	 	(c)	Complete transition/transformation objectives within the scheduled timeframe by effective planning, using experienced managers, and supporting the effort with proven tools and
methodologies; and 

  

	 	(d)	Provide for the security of Gap information assets during the Transition. 

  

	2.2	Global Transition and Transformation Architecture. Supplier will use a proven methodology called the “Global Transition and Transformation Architecture” attached
hereto as Attachment A as the approach for executing the Gap Transition. 

  

	2.3	Transition Process. The following diagram depicts Supplier’s transition processes. 

 * 
 Figure 1. Transition process 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 2









 

 
  
 This following
diagram depicts Supplier’s transition timeline: 
 * 
  

	2.4	Transition Planning Control and Communications 

  

	 	(a)	The Transition Project Management Team will be responsible for effective planning of the Project. This will be done with the use of an electronic engagement project control book.
Access to this control book is given to the incoming transition and steady state teams as they are brought on board, facilitating effective communication and knowledge transfer. 

  

	 	(b)	The Transition Project Managers team will meet on a weekly basis to review all of the incoming Projects and, with the assistance of the project management resource leads, assign the
available and appropriate Project Managers to the individual Projects. 

  

	2.5	Engagement Knowledge Transfer 

  

	 	(a)	The Transition Team will work directly with the engagement team to facilitate the transfer of knowledge to the transition and steady-state delivery teams. Tools and processes to be
used will include: 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 3









 

 
  

	 	(i)	Use of the Transition Project Control Book (“PCB”) throughout the transition and into steady-state. The PCB is a repository of: 

  

	 	(1)	Supplier transition best practices, tools and methodologies; 

  

	 	(2)	information provided by Gap; 

  

	 	(3)	documentation that has been developed over the course of the engagement; and 

  

	 	(4)	contract documentation. 

  

	 	(ii)	Analyze the data received from Gap to validate baselines 

  

	 	(iii)	Run tools on selected systems to pull technical detail needed for more in-depth analysis and verification 

  

	 	(b)	The engagement team will remain on board until the Delivery Transition Team and Gap’s Infrastructure Partnership Executive and Gap’s Transition Manager agree in writing
that all knowledge has been transferred and that the engagement team is no longer needed in support of Gap. 

  

	2.6	Transition Kick-Off Meeting 

 The Transition
Kick-Off meeting will: 
  

	 	(a)	Review the methodology for managing the Gap Transition Project. 

  

	 	(b)	Define governing principles for all Transition Team Members, including culture, communication principles, Gap’s Purpose, Values and Behaviors and Code of Vendor Conduct.


  

	 	(c)	Train the Transition Team on the implementation and usage of the appropriate tools. 

  

	 	(d)	Review the project control book rules, project plan templates, Project Definition Report (“PDR”) attached hereto as Attachment B templates, customer organization
charts and general rules of engagement for the team. This will also include an indoctrination of the Gap culture and guidelines. 

  

	2.7	Transition High Level Planning Session 

  

	 	(a)	Conduct a two day planning session with the Transition Team. Such session will be used to: 

  

	 	(i)	develop high level Microsoft Project Plans that identify the key milestones and timeframes for the technical solution of the Project; 

  

	 	(ii)	Review the overall Project architecture with the Transition Team; 

  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 4









 

 
  

	 	(iii)	develop a list of dependencies within each Project and sub-project; and 

  

	 	(iv)	work with the Gap Transition Team to: 

  

	 	(1)	review the work that has been done to date; 

  

	 	(2)	meet the incoming Transition Sub-Project Managers and technical team leads; 

  

	 	(3)	schedule follow on meetings; 

  

	 	(4)	begin planning detailed technical planning sessions; and 

  

	 	(5)	define roles and responsibilities. 

  

	 	(b)	Create PDRs for each sub-project. 

  

	 	(i)	Each PDR will consist of: 

  

	 	(1)	single document summarizing the Project; 

  

	 	(2)	high level executive document; 

  

	 	(3)	basis for management decisions; 

  

	 	(4)	confirmation of the objectives and feasibility of the Project; and 

  

	 	(5)	communication vehicle for Project scope and management system expectations. 

  

	 	(ii)	Each PDR will be used: 

  

	 	(1)	as a definitive statement of the Project scope, deliverables and completion criteria; 

  

	 	(2)	to identify high level Project schedule/milestones; 

  

	 	(3)	as a basis for detailed planning; 

  

	 	(4)	as a vehicle to communicate scope and expectations to team; 

  

	 	(5)	as a Project description, useful when transferring ownership of the Project; 

  

	 	(6)	as an aid to communication both within and outside the Project; 

  

	 	(7)	to confirm the commitment of the sponsoring executive to the Project; and 

  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 5









 

 
  

	 	(8)	to confirm the commitment of the delivery organizations to the Project; 

  

	 	(iii)	This document will be further developed and formally agreed to and signed off by the sub-project Gap counterparts. 

  

	2.8	Technical Discovery 

  

	 	(a)	The Sub-Project Managers will have begun staffing their technical subject matter experts in early January. These resources will be the technical team that will assist with the
transition activities in delivering the tasks that are agreed to in the Project plans. These teams will begin meeting with the steady state counterpart teams to further understand their technical environments and to clarify technical areas that are
still unclear after the engagement turnover. This process is key to planning the detailed transition and transformation Project schedules. We will request to begin this process following the week of Engagement hand over, transition kick-off and High
Level planning sessions. 

  

	2.9	Detailed Technical Planning Sessions 

  

	 	(a)	The detailed technical planning sessions are conducted after the technical discovery phase. These planning sessions review all the data that has been collected or validated and
enables the Transition Team to build their detailed and final technical transition plans. Depending on the discovery and the amount of work to be done, this process could take as much as a week or several weeks to complete. During this time the
Project Managers will be working with their Gap counterparts as the detailed plan is being developed. This process assures that the Gap counterparts are comfortable that all areas agreed to in the Project Definition Report are indeed being captured
in the detailed plan and are in agreement with the level of detail and timeframes for implementing the Projects. A formal sign off will be expected by the Gap Sub-Project Manager before beginning the transition phase. 

  

	 	(b)	Detailed Statements of Work for each of the Transition/Transformation Projects described in Exhibit D.4 (Transition/Transformation Projects Overview) of the Agreement shall be
completed during the Transition Period. 

  

	3.	Transition Management 

  

	3.1	The Transition and Transformation Projects will be managed in a manner to provide consistent delivery of Services for both ongoing business operations and Projects and
achieve the goals of the Projects. 

  

	 	(a)	A Supplier Overall Technical Transition Manager will be in charge of these two technical Projects. Said person will be accountable to the Transition Integration Manager for the
first six months which will be the length of the Transition. Reporting to the Overall Technical Transition Manager will be a Transformation Manager who will continue to manage to the Transformation Projects until completion of the Transformation, as
shown in the organizational charts below. 

  


					
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	 	(b)	As the single point of contact for Gap during the Transition of these services, the Transition Integration Manager (“TIM”) will work closely with key Gap stakeholders and
Transition participants to gain an understanding of the critical business requirements and properly integrate them into the Transition Plan. This process will include identifying specific risks and developing detailed mitigation plans which will
become part of Supplier’s overall Transition Plan deliverable. 

  

	 	(c)	The TIM will report to the Supplier Outsourcing Relationship Executive. The sub-project transition managers will report to the Overall Technical Transition Manager
(“OTM”). The sub-project transition managers will be responsible for managing all transition-related activities within, and overseeing their sub-projects. Subject matter experts (“SMEs”), required to implement the lower level
tasks of the Project schedule, will report to each sub-project transition manager as necessary. 

  

	*	

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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 * 
  

	4.	Transition Processes 

  

	 	(a)	Supplier will implement standard processes and tools in managing the Gap Transition. Such processes include: 

  

	 	(i)	Transition Planning and Development Processes; 

  

	 	(ii)	Business as Usual (BAU) Support; 

  

	 	(iii)	Risk and Issue Management; and 

  

	 	(iv)	Knowledge Transfer. 

  

	 	(b)	The tools used in support of the Transition will include: 

  

	 	(i)	Microsoft Project 2000 or above. 

  

	 	(ii)	Status Wizard, a proprietary Supplier reporting tool which enables reports to be generated by the project managers, gathering information from the Project Control Book and the
Microsoft Project tool. Reports that can be generated include: 

  

	 	(1)	Status Reports 

  

	 	(2)	Issues Reports 

  

	 	(3)	Change Reports 

  

	 	(4)	Internal or external versions 

  

	 	(5)	Or combinations of all of the above 

  

	4.1	Transition Planning and Development 

 There are
three (3) Common Transition Components that Supplier will use for transition planning and development of the Transition Plan. 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 8









 

 
  

	 	(a)	Transition Entry Criteria. 

  

	 	(i)	Transition will commence upon the Joint Announcement Date 

  

	 	(b)	Transition Deliverables. The Supplier key Transition Services work products are: [Agreed to Transition Deliverables are specified in Exhibit B.2 (Critical Deliverables) of the
Agreement]. 

  

	 	(c)	Transition Services Completion Criteria are: 

  

	 	(i)	Completion of the transition contractual Critical Deliverables as provided in Exhibit B.2 (Critical Deliverables) of the Agreement; 

  

	 	(ii)	Completion of other transition activities set forth in the Agreement; 

  

	 	(iii)	Completion of Critical Deliverables in accordance with the Completed Transition Plan schedule (Microsoft Project) unless mutually agreed otherwise; and 

  

	 	(iv)	Receipt of Gap’s final review and written Approval by Gap. 

  

	4.2	Business As Usual Support (BAU) 

  

	 	(a)	Service Commencement Readiness 

  

	 	(i)	Service Commencement Readiness will enable the Supplier delivery team to take ‘effective control’ of the Services on the day service delivery responsibility passes to
Supplier, with minimal disruption to Gap’s business operations and Projects. 

  

	 	(ii)	Service Commencement Readiness overall objectives address those activities which cross the boundaries of the platforms providing an integrated approach to the deployment of
processes, tools and knowledge transfer. These objectives include: 

  

	 	(1)	The timely transfer of knowledge transfer between the Gap and Supplier; 

  

	 	(2)	Identification and implementation of changes to Gap’s existing processes as a result of the Agreement to integrate the Supplier account delivery team and new organization
structure; 

  

	 	(3)	Execution of the “Service Commencement Readiness” checklists so Supplier is positioned to take on and manage the Services on the Initiation Date; and


  

	 	(4)	Monitoring the Services to track delivery results. 

  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 9









 

 
  

	 	(iii)	The major activities of Service Commencement Readiness include: 

  

	 	(1)	Develop and review a “Service Commencement Readiness Plan” to coordinate with Gap and all the transition sub-project managers; 

  

	 	(2)	Determine staffing requirements to maintain Gap operations and meet Project deliverables at the current level of performance and plan for the transition of staff to meet steady
state requirements; 

  

	 	(3)	Review and assess Gap’s IT Service Operations, Technical Processes, Business Processes, Operations Processes, and Tools across platforms; 

  

	 	(4)	Implement agreed upon changes to Gap’s operations, process and tools, which is completed based on review and concurrence from Gap; 

  

	 	(5)	Assess risk to identify any issues and risks to Supplier in the delivery of Gap’s IT and or Business support services, from the Reference Date and implementation of the
Transition Plan; 

  

	 	(6)	Conduct an orderly staff and knowledge transfer from Gap to Supplier; 

  

	 	(7)	Identify and baseline all existing service, management and operational reporting; and 

  

	 	(8)	Conduct a “Service Commencement Readiness Review” prior to service cut over to ensure Supplier Account team is positioned to take-on the Services.


  

	 	(b)	IT Infrastructure Readiness 

  

	 	(i)	The IT Infrastructure Readiness work stream will verify that the technical environment necessary for the Service Delivery team to perform their roles is in place and ready for use.
The major activities of IT Infrastructure Readiness include: 

  

	 	(1)	Review and assess Gap’s IT service operations, processes and tools to determine their viability as the “interim” tools and processes until the Transformation
activities are complete; 

  

	 	(2)	Implement agreed upon changes to Gap’s operations, process and tools to provide for the interim solution or continue to operate in Business As Usual (BAU) mode until the
Transformation activities are complete; and 

  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 10









 

 
  

	 	(3)	Perform a gap analysis of Service Level, management and operational reporting baseline and process in order to define requirements for contracted Service Level and management
reporting. 

  

	 	(ii)	Implement the required interim contractual Service Level, Management and Operational Reporting process. 

  

	 	(iii)	Resolve and document all data sources required to support Service Level commitments as specified in Exhibit B.1 (Service Level Matrix) of the Agreement. 

  

	 	(iv)	Resolve applicable presumptive Service Level targets as specified in Exhibit B (Service Level Agreements) of the Agreement. 

  

	4.3	Transition Management Processes 

 The Supplier
Transition Project Office manages and controls all transition/transformation sub-projects. The deliverables of the transition office are a working physical office with equipment, facilities and staffing necessary to support the transition project
managers and the sub-project teams, and an operating transition project management system that includes: 
  

	 	(a)	Risk/Issue Management: 

  

	 	(i)	Risk identification workshops will be conducted at an early stage, in order to identify, analyze, rate and eliminate risks. An owner will be assigned to each identified and rated
risk; the owner is responsible for risk mitigation. Risk and Issues Management is an integrated essential part within all transition/transformation sub-projects. 

  

	 	(ii)	Any Supplier or Gap team member may identify issues and risks. Risk identification sessions will be run during sub-project set up. Representatives from all parts of the Transition
Team will participate in mitigating and containing the risks. 

  

	 	(iii)	Each risk will have a named owner who will be responsible for the containment actions. The transition office will maintain a risk log and run regular risk reviews. Risk management
will be an agenda item for all transition reviews. 

  

	 	(iv)	The objective of the Transition Risk and Issue Management Process outlined below is to: 

  

	 	(1)	Facilitate the mitigation of transition risks or the resolution of Transition issues; 

  

	 	(2)	Control and coordinate transition risks and issues; 

  


					
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	 	(3)	Encourage transition risks and transition issues to be raised by providing a visible tracking system; and 

  

	 	(4)	Communicate the mitigation or resolution to affected areas. 

  

	 	(v)	Responsibility for raising risks and issues 

  

	 	(1)	It is the responsibility of everyone involved in the Transition, both Gap and Supplier, to raise risks or issues as they become aware of them. These should be flagged through the
appropriate Risk and Issue Management Process where they will be either accepted and managed, or rejected and logged as such. 

  

	 	(vi)	Risk and Issue Management Process Ownership 

  

	 	(1)	The Risk and Issue Management Processes are owned jointly by the Gap and Supplier Transition Project Managers. It is their responsibility to ensure that risks and issues are being
properly managed within the Transition Project. The Supplier Transition Manager will retain control of the Transition Risks & Issues Log. 

  

	 	(2)	Shared transition issues and risk reports will be created and placed on the shared Transition Project Control Book by Transition Office. These reports are the outcome from the
monthly transition status meetings containing agreed issues and risks to focus on. 

  

	 	(3)	Although the Gap and Supplier Transition Managers own the Transition Risk and Issue Management Process, it is the responsibility of the individual sub-projects to ensure that risks
and issues are being identified, logged, actioned and progress reported at the appropriate level. Support in doing this will be provided by both the Gap and Supplier Transition Office functions. 

  

	 	(vii)	Issue and Risk Management Process 

  

	 	(1)	This process refers only to the management of transition level risks and issues: Transition risks and issues are to be captured on the Supplier PCB database and managed via
Supplier’s standard risk and issue management processes. However, any risks or issues that are managed through this mechanism must be reviewed regularly internally within Supplier, to ensure that any Project level risks or issues are identified
and reported appropriately. Any risks or issues requiring escalation enter the Transition Risk and Issue Management Process at Step “Initiate Issue or Risk” below, as would any new Transition Risk or Issue. 

  


					
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	 	(viii)	Initiate Issue or Risk Communication 

  

	 	(1)	On the initial identification of an issue/risk, the originator is required to communicate the issue/risk to the Supplier project manager of the project affected. The Supplier
project manager reviews the issue/risk to determine how it should be handled. If it is defined as an issue/risk, or the project manager cannot resolve whether or not it is an issue/risk, then the issue/risk is logged in the PCB database.


  

	 	(ix)	Issue and Risk Approval 

  

	 	(1)	Supplier Transition Manager and Supplier Project Office Manager will on a weekly basis process all open Supplier Project issues and risks for actions to be taken. Similar activities
are processed between Gap Transition Manager and Gap Technical Transition Manager for Gap Project issues and risks. In these meetings mediation are discussed and owners are allocated for action. Furthermore possible new risks and issues are
identified and evaluated as either internal or shared Transition Project risks or issues. Shared issues and risks are input to the weekly transition status meetings. 

  

	 	(x)	In the transition status meeting, Supplier and Gap will agree upon: 

  

	 	(1)	Risks and issues to be shared at Project level 

  

	 	(2)	Issue actions 

  

	 	(3)	Issues to close 

  

	 	(4)	Risks to mitigate 

  

	 	(5)	Risks to close 

  

	 	(xi)	Issue and Risk Resolution 

  

	 	(1)	In the transition status meeting, Supplier and Gap will give status on open Transition Project issues and risks and agree upon resolution. 

  

	 	(2)	After resolution the Issue and Risk will be agreed closed and removed from the shared issue and risk log by Supplier Transition Manager. 

  

	 	(3)	Once a resolution to an issue or risk has been identified, it is important that the resolution is communicated to the appropriate levels and Projects. 

  


					
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	 	(xii)	Monitor and Report Issues and Risks 

  

	 	(1)	Responsibility for all ongoing monitoring and reporting of issues and risks ultimately lies with the Transition Sub-Project Managers from Gap and Supplier. 


 

	 	(b)	Change Management 

  

	 	(i)	Early in the Transition, Supplier and Gap will define a specific change management procedure for the Transition Plan. Should the Transition Team, Day-One Readiness Assessment, or
other business or technology changes require a change to the Transition Plan, Supplier and Gap will engage Supplier’s mutually agreed-upon change management procedure for the Transition Plan. The changes approved through this procedure will
then be incorporated and a new Transition Plan schedule produced. 

  

	 	(ii)	Changes to contract content or service scope may be identified at any time by a Supplier or Gap team member. Each change will be logged and be taken to the Transition Integration
Manager for categorization. The Project Office will maintain a change log and run regular change reviews. Change management will be an agenda item for all transition reviews. 

  

	 	(c)	Electronic Project Control (PCB) 

  

	 	(i)	Supplier will establish * where both Gap and Supplier Transition Management will manage the following via the PCB: 

  

	 	(1)	Transition Management Standard Process & Procedures 

  

	 	(2)	Contact List & Organization 

  

	 	(3)	Communication Management 

  

	 	(4)	Calendar 

  

	 	(5)	Meetings Agenda & Minutes 

  

	 	(6)	Action Item Management 

  

	 	(7)	Dependency Management 

  

	 	(8)	Issue Management 

  

	 	(9)	Change Management 

  

	 	(10)	Risk Management 

  

	 	(11)	Status Reports 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 14









 

 
  

	 	(12)	Integrated Schedule 

  

	 	(13)	Completion Criteria 

  

	 	(d)	Transition communication management 

  

	 	(i)	Supplier will manage the tools, reports, and meeting structures to effectively communicate with the required Gap transition personal. This communication is especially critical
during the transition period. The Supplier Transition Integration Manager and the Overall Technical Transition Manager will provide the transition teams with defined processes for status meetings, reports. 

  

	 	(ii)	Regular and frequent communications will be set up in order to exchange information regarding the progress of the activities being undertaken during the transition period. A
completion review will be set up to provide confirmation that all activities and deliverables have been successfully completed. 

  

	4.4	Knowledge Transfer 

  

	 	(a)	Engagement Knowledge Transfer 

  

	 	(i)	Each Party to identify individuals to participate in knowledge transfer. 

  

	 	(ii)	Implement joint meetings between the Transition Leadership team and the Engagement team to gain familiarity with Gap’s business, objectives of transition, technical solution,
identified issues and mitigations, the financial plan, as well as other areas. The goal during this period is to give the incoming Transition Leadership team the opportunity to take advantage of the Engagement team knowledge that they have developed
over the course of the engagement. 

  

	 	(iii)	Utilize the engagement team knowledge database, throughout the transition and into steady state. This is a repository of information that the engagement team has put in place to
store documentation from Gap documentation that has been developed over the course of the engagement and contract documentation that is developed. 

  

	 	(b)	Technical Knowledge Transfer 

  

	 	(i)	The objective of Knowledge Transfer is to capture, preserve and exchange both process and transactional knowledge relating to the identified Gap functions transitioning to the
Supplier service centers. 

  

	 	(ii)	To develop the Project schedule, the transition team will work with Gap technical personnel during the first month after the contract signing to better understand, at a technical
level, the processes and technical architecture of the existing environment. 

  


					
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	 	(iii)	Supplier’s processes focuses on capturing and preserving key process and systems knowledge through standard documentation, work shadowing, and validation reviews. Supplier
employees will travel to Gap facilities to work directly with the Gap employees currently performing the Services. Detailed activities within the transition plan are developed for each process area and will be monitored by the Gap and Supplier
transition managers to promote a successful transition. 

  

	 	(iv)	A key input into our transition planning of the service work stream is the current level of process documentation. In our planning we have assumed a standard level of documentation
of process maps, training material and desktop procedures as well as access to the incumbent Subject Matter/Process Leads in Gap. 

  

	 	(v)	Current process documentation will be reviewed and updated as necessary to reflect the new delivery model. This documentation will be converted to Supplier knowledge transfer
standards to enable process compliance and verify that all affected job roles are equally documented. During the knowledge capture phase in the transition, Supplier will: 

  

	 	(1)	document processes to provide the Services using flowcharts reflecting the high-level responsibility and location split for the process. 

  

	 	(2)	document all procedures, activities and system transactions to provide the Services on a sub-process level in the form of operational handbooks. 

  

	 	(3)	Supplier and Gap personnel will review and approve this documentation. 

  

	 	(vi)	For mainframe, server and network operations migration, transition resources shadow the existing operation for a period of time, in order for the new support team to understand the
existing practices and procedures. Where possible, Supplier will have these resources on site at Gap, sitting with the existing teams performing the work. Where this is not possible, we will set up a virtual shadowing via available electronic
communications tools. This will allow the remote teams the ability to view console operations and what actions are being taken by the existing operation staff. 

  


					
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	5.	Transition Timeline (By Service) 

  

	 	(a)	These activities will be controlled as Sub-Projects. A transition manager will be assigned to manage each Project listed below. A Transition Integration Manager (TIM) will be
assigned the responsibility for the Transition Services. 

  

	 	(b)	Transition managers will be responsible for tracking their respective transition activities, dependencies, and milestones. They will operate in accordance to the standards and
policies established during the contract startup period. Transition sub-projects will be tracked using Microsoft Project (unless otherwise agreed to). 

  

	 	(c)	Transition sub-projects will be divided into the following components: 

  

	 	(1)	Human Resources Transition Services as set forth in Exhibit H (Human Resources) to the Agreement and the *. 

  

	 	(2)	Cross Functional Services as set forth in Exhibit A.2 (Cross Functional Services) to the Agreement and the *. 

  

	 	(3)	End User Support Services as set forth in Exhibit A.4 (End User Support Services) to the Agreement and the *. 

  

	 	(4)	Help Desk and the * 

  

	 	(5)	Server/Mainframe Support Services as set forth in Exhibit A.6 (Server Services) to the Agreement and the *. 

  

	 	(6)	Network Services (WAN, LAN, Voice, Data, Network Operations) as set forth in Exhibit A.5 (Managed Network Services) to the Agreement and the *. 

  

	 	(7)	Store Services as set forth in Exhibit A.3 (Store Services) to the Agreement and the *. 

  

	 	(d)	A dedicated Supplier Transition Team will work closely with Gap management to enable effective communication and completion of transition activities. During this time, Supplier will
validate support estimates and further refine the operating model. The Transition Services shall result in stable support processes and Service Levels. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
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	 	(i)	The Supplier Transition Team, working with Gap subject matter experts and management will execute the following activities: 

  

	 	(1)	Review and evaluate existing Gap processes; identify gaps, develop a plan for the tailoring and integration of Supplier’s process into a process model for Gap;


  

	 	(2)	Develop Transition Plan dependencies including predecessor dependencies related to Projects, Initiatives and Projects as specified in Exhibit D.3 (Ongoing Projects (In
Flight)) of the Agreement and supporting with the Services current Gap business initiatives; 

  

	 	(3)	Implement delivery processes, (e.g., service request/work order, production change, problem management) in concert with other Supplier towers per agreed to schedule.


  

	 	(e)	Account Financial Management Start Up. 

 Supplier shall
establish the financial management processes, administrative procedures and financial controls necessary for the effective management of the contract. 
  

	 	(i)	How Services Will Transition From Gap to Supplier. Major activities of starting up the account financial management processes include: 

  

	 	(1)	Setup Program office for the establishment of contract financial administration; 

  

	 	(2)	Setup and implement billing and discrepancy reconciliation processes; 

  

	 	(3)	Establish Non-Recurring Initiatives approval processes. 

  

	 	(4)	Manage the credit process during transition for Statements of Work, the crediting of Gap for any prepaids, or unused ELA credits; 

  

	 	(5)	Setup and implement sales tax process; 

  

	 	(6)	Conversion from Gap to Service Delivery Center of in-scope contracts: Supplier leases, Supplier hardware and software maintenance, and other Supplier Services;


  

	 	(7)	Review and set up necessary business controls requirements; and 

  

	 	(8)	Conduct transition financial support close out. 

  


					
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	 	(f)	Program Communication Transition Plan: Supplier shall establish under the program communication Project the following objectives: 

  

	 	(i)	Communication to Gap IT users and management the nature of the outsourcing contract and level of contracted Service that Supplier will deliver. 

  

	 	(ii)	Management of pre-contract, and contract commencement communications. 

  

	 	(iii)	Set up of communication infrastructure, ownership, and management processes for the steady state operations. 

  

	 	(iv)	How Services Will Transition From Gap to Supplier. This Project will address the following areas: 

  

	 	(1)	Communication scope, objectives, and implementation strategy; 

  

	 	(2)	Pre-contract communication activities; 

  

	 	(3)	Contract commencement communication activities; 

  

	 	(4)	Executive management communication process; 

  

	 	(5)	Senior management communication process; 

  

	 	(6)	Operations management process; 

  

	 	(7)	Employee (Gap, Supplier) communication process; and 

  

	 	(8)	Communication management archive system. 

  

	5.1	Human Resources Transition Services 

  

	 	(a)	Human Resources Transition 

  

	 	(i)	Human Resource Transition objectives. As part of the human resources transition project Supplier shall put in place the staffing necessary for service delivery. The staffing shall
be comprised of staff transferred directly from Gap, existing Supplier employees and possibly contractors. The staffing mix shall be designed to comply with legal requirements and to provide the skills necessary to enable the transformation of the
IT processes. Supplier’s human resources project responsibilities include: 

  

	 	(1)	Provide for continuity of service; 

  

	 	(2)	Retain key skills; 

  

	 	(3)	Formulate a transition strategy (HR and Communications); 

  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 19









 

 
  

	 	(4)	Develop a plan to help any employees hired from Gap make a smooth transition to Supplier; 

  

	 	(5)	Manage ongoing activities to effectively integrate new and transferring employees into Supplier; 

  

	 	(6)	Create an environment where employees feel they are valued members of the Supplier team and understand their new roles in delivering contracted services; and


  

	 	(7)	Ensuring that all existing Supplier employees engaged in transition or steady state activities are familiar with Gap culture, Purpose, Values and Behaviors, Code of Vendor Conduct,
safety and other applicable policies. 

  

	 	(ii)	How Services Shall Transition From Gap. During the pre-transition planning phase, an Supplier HR transition team shall be assigned to support the HR transition activities, including
communications and Change Management support. The HR Transition Managers shall remain fully assigned to the Gap Transition Services until the Transition Services are complete. The following is an initial perspective of Supplier HR transition
process, which shall be further customized to address the specific requirements associated with Gap service delivery and with transferring staff from Gap: 

  


	 	(1)	Develop an employee communications strategy; 

  

	 	(2)	Outline the employment/transfer process and timeline; 

  

	 	(3)	Determine positions to be filled through external recruiting; 

  

	 	(4)	Develop approach to manage contractors transferred; 

  

	 	(5)	For transferred / hired employees: 

  

	 	(a)	Introduce prospective employees to Supplier; 

  

	 	(b)	Conduct HR benefits briefing; 

  

	 	(c)	Introduce the Supplier employment/transfer process; 

  

	 	(d)	Conduct employee / manager discussions (transferred employees) and selection interviews (external hires); 

  

	 	(e)	Complete HR administrative processing (Payroll, pre-employment paperwork, Supplier serial number setup); 

  

	 	(f)	Complete benefits enrollment; 

  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 20









 

 
  

	 	(g)	Complete employee badging; 

  

	 	(h)	Complete employee orientation (e.g., “Your Supplier”, time & expense management, “Fast Break for Managers”); and 

  

	 	(i)	Conduct welcome events for new employees. 

  

	 	(6)	Assess, design, and manage employee cultural change activities to integrate existing Supplier staff and newly transferred / hired staff and establish the culture necessary to enable
Service delivery and IT process transformation. 

  

	 	(7)	The Parties will assess, design, and manage Gap and Supplier employee work impact activities to clearly define any changes required through transition. Although it is not
specifically intended to change significantly any of the operations of Gap or Supplier during operations, management processes will be put in place for contemplation of these issues should they arise. 

  

	 	(iii)	Resources Required From Gap. Identify tasks required by Gap HR focal person and Assess level of participation required by Gap HR focal person to work with Supplier on HR related
communications and change management activities: 

  

	 	(1)	To consult with the Supplier HR lead on the list of Gap personnel transferring to Supplier under the Acquired Rights Directive and implementing national Law(s)


  

	 	(2)	Announce the outsourcing arrangement to appropriate Affected Employees, and coordinate communications between Supplier and the Affected Employees 

  

	 	(3)	Provide HR information and essential Gap employee data to Supplier for employment consideration or service and benefits entitlement verification (for Transitioned Employees)


  

	 	(b)	Work Place Services Transition: 

  

	 	(i)	Work place services transition provides the support infrastructure to enable Supplier employees, transferred Gap staff, and contractors to work productively.


  

	 	(ii)	The tasks involved in this Project will include establishing and interfacing with existing Gap logistics structures in support of the Supplier transfer staff. Logistics tasks
include: 

  

	 	(1)	Provide interim and long-term connectivity solutions for hired employees; 

  


					
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	 	(2)	Provide new employee training for Transitioned Employees on Supplier tools and culture through classroom, on-line, and computer-based training; 

  

	 	(3)	Provide Transitioned Employees with Supplier-approved communications tools including * (where appropriate), *; 

  

	 	(4)	Provide all updated contact information to Gap for publication in internal directories and phone lists. 

  

	 	(5)	Identify and implement administrative support processes per contractual requirements; and 

  

	 	(6)	Agree to a local Help Desk solution for Supplier staff working at Client locations and publish to transferred staff and heritage Supplier staff. 

  

	 	(iii)	Resources Required from Gap. Gap resources will be required to assist with: 

  

	 	(1)	Approval of the connectivity solution to allow transferred employees access to Supplier tools; and 

  

	 	(2)	Providing Gap office/facility management policies and code of conduct guidelines. 

  

	 	(c)	Management Systems Start Up: 

 Management systems start up
is a very critical component for the outsourcing account team to maintain the communication, customer relationship, and customer satisfaction. This Project will be responsible for the establishment of various businesses processes needed to
facilitate the management of the services provided to the agreed levels. 
  

	 	(i)	How Services Will Transition From Gap 

  

	 	(1)	Supplier will work with Gap to develop, modify, and jointly agree on the following business processes. During the transition phase we will implement Program Management Systems
(PGMS) (e.g. contract change management, customer satisfaction, and risk management) processes that are validated and augmented to meet the requirements of the combined program office. 

  

	 	(2)	Once finalized and approved, the Supplier Transition Team will provide training on these processes to the appropriate Gap personnel and Supplier support team.


  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 22









 

 
  

	5.2	Cross Functional Services 

  

	 	(a)	Supplier will conduct technical discovery as described in the Section 2 (Transition Overview) above and will have personnel working with the Gap Cross Functional Services team
to understand the current environment. Based on the engagement turnover and this discovery, the Cross Functional PM will begin developing the detailed transition plan to transition the Cross Functional Services to Supplier. 


 

	 	(b)	The transition will consist of activities such as: 

  

	 	(i)	Development and implementation of * reporting tool and all interfaces to other tools that are required for the purposes of supplying * with Reporting information.


  

	 	(ii)	Deployment of *. This is a problem and change tool used with Supplier. A bridge will be built between * to provide problem and change capabilities to the Network Services team and
the * Server Team. 

  

	 	(iii)	Logical Security 

  

	 	(1)	* of the systems and services in conjunction with Gap for authorized access 

  

	 	(2)	Provide * tools for Gap’s performance of userid administration for systems, data, software and networks for which supplier is responsible in compliance with the Procedures
manual and maintaining such security and access control devices in proper working order. 

  

	 	(3)	Malware Protection 

  

	 	(a)	Installing, updating, implementing revisions to, operating and Maintaining Gap’s Approved security Software on all Equipment used to deliver or support the Services in
accordance with the Procedures Manual 

  

	 	(b)	Update Malware Software as per Gap direction 

  

	 	(c)	Upon detection of Malware, taking immediate steps per the Procedures Manual to notify the Help Desk and Supplier; assessing the scope of damage; arresting the spread and progressive
damage from the Malware; eradicating the Malware; and (to the greatest extent possible) restoring all data and Software to its original state. 

  

	 	(iv)	Disaster Recovery 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 23









 

 
  

	 	(1)	Disaster Recovery will be handled *. 

  

	 	(2)	Coordinate with BCRS all changes to the Disaster Recovery requirements and processes 

  

	 	(3)	Maintain and update Gap’s disaster recovery plan as necessary 

  

	 	(4)	Document the manner and procedures by which the supplier shall perform backups and provide Disaster Recovery Services 

  

	 	(5)	Coordinate Disaster Recovery tests with Gap as appropriate 

  

	 	(v)	* Problem, Change, Asset Management 

  

	 	(1)	Develop/refine or document process for the following: 

  

	 	(2)	Change Management Process 

  

	 	(3)	Coordination of 3rd Party vendors as required
for Changes 

  

	 	(4)	Change Control Procedures documented 

  

	 	(5)	Oversight of Changes 

  

	 	(6)	Representation on Change Management Board 

  

	 	(7)	Problem Management Process 

  

	 	(8)	Asset Management Process 

  

	 	(9)	* Support Processes 

  

	 	(vi)	Incident and Problem Management 

  

	 	(1)	Develop/refine or document processes for the following: 

  

	 	(a)	Incident Management 

  

	 	(b)	Problem Management 

  

	 	(vii)	Testing Center Services 

  

	 	(1)	Develop/refine or document processes for the following: 

  

	 	(a)	Requirements gathering for test environments 

  

	 	(b)	Process to manage test environments 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 24









 

 
  

	 	(c)	Scheduling the test environment 

  

	 	(d)	Maintaining test tools inventory 

  

	 	(e)	* 

  

	 	(viii)	Service Request Process 

  

	 	(ix)	Process and Procedures Manual 

  

	 	(1)	Develop Process and Procedures Manual working with all Sub-Projects to gather input to the manual 

  

	 	(2)	Provide Gap with Draft Process and Procedures document table of contents 

  

	 	(3)	Provide Gap with final Process and Procedures manual for review and acceptance. 

  

	 	(4)	Maintain changes to the Process and Procedures manual through the change management process and review on an agreed upon schedule with Gap to maintain currency


  

	 	(x)	Performance Management 

  

	 	(1)	Develop Processes for Proactive Performance Management 

  

	 	(2)	Implement Tools where necessary, such as * to give capabilities to monitor performance and act proactively 

  

	 	(c)	Supplier Management Transition: 

  

	 	(i)	Supplier management involves the activities necessary to transfer administrative and/or financial responsibility of in-scope third party contracts, as specified in Exhibit D.8
(Existing Agreements) of the Agreement, from Gap to Supplier. 

  

	 	(ii)	Supplier will review the contractual agreements Gap has in place with their in-scope Third Party suppliers during the Transition Period. As a part of this review Supplier will:


  

	 	(1)	Examine terms regarding access to Third Parties, termination, penalties, price, scope 

  

	 	(2)	Assume responsibility for the determination, notification and management of any changes in contract terms 

  

	 	(iii)	Supplier will act in accordance with its responsibilities set for in the Financial Responsibility Matrix. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 25









 

 
  

	 	(1)	Develop a Gap/Supplier supplier communication plan; 

  

	 	(2)	Provide a procurement focal point to affected suppliers; and 

  

	 	(3)	Manage the suppliers and pay their invoices 

  

	5.3	End User Support Services 

  

	 	(a)	Supplier will conduct technical discovery as described in the page above and will have personnel working with the Gap End User Support team to understand the current end user
support environment. Based on the engagement turnover and this discovery, the End User Support PM will begin developing the detailed transition plan to transition the End User Support Services to Supplier. 

  

	 	(b)	The transition will consist of activities such as: 

  

	 	(i)	Develop Responsibilities Matrix for End User Support team 

  

	 	(ii)	Staffing for Transition and Steady State (where required) 

  

	 	(iii)	Establish necessary reports as described in Exhibit B.1 (Service Level Matrix) of the Agreement 

  

	 	(iv)	Provide Process data for Process and Procedures Manual 

  

	 	(v)	Conduct Asset Management Inventory 

  

	 	(1)	In * Physical Locations 

  

	 	(2)	* will be sent to smaller locations in the US 

  

	 	(3)	* will be sent to international locations 

  

	 	(4)	Provide Help Desk support 

  

	 	(5)	Access to Asset Management Database for the purpose of verifying asset management information with end users 

  

	 	(vi)	Perform IMAC upon notification of IMAC ticket 

  

	 	(vii)	IMAC Coordination relocation to * 

  

	 	(1)	Access to Supplier * Network 

  

	 	(2)	Infrastructure set up for Hardware, Telephony, and Space 

  

	 	(3)	Staffing 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 26









 

 
  

	 	(4)	Develop/Refining or documenting processes with the Gap retained organization such as: 

  

	 	(a)	Hardware depot processes 

  

	 	(b)	Site Preparation Process 

  

	 	(c)	Pre-Delivery Process 

  

	 	(d)	Communications processes 

  

	 	(e)	Escalations Process 

  

	 	(f)	3rd Party Interface processes


  

	 	(g)	Cascading Process 

  

	 	(viii)	Provide Level 2 onsite support 

  

	 	(ix)	Develop process and deploy spares inventories provided by Gap 

  

	 	(x)	Develop/refining or documenting processes such as: 

  

	 	(1)	Communications Processes 

  

	 	(2)	Escalation Processes 

  

	 	(3)	Incident and Problem management 

  

	 	(4)	Onsite warranty repair 

  

	 	(5)	Out of warranty service repair 

  

	 	(6)	Pre-Delivery Preparation Process 

  

	 	(7)	Tier 2 and 3 deskside support 

  

	 	(8)	Refresh Support Process 

  

	 	(a)	Procurement Process for ordering Desktop Equipment through * tool 

  

	 	(b)	IMAC Process 

  

	 	(c)	Inventory Process 

  

	 	(d)	Staging Process 

  

	 	(e)	Image Management Process 

  



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 27









 

 
  

	 	(f)	Disposal Process 

  

	 	(g)	Data Migration Process 

  

	 	(h)	End User Acceptance Process 

  

	 	(9)	Asset Management Tools and Processes 

  

	 	(a)	* process and tool training 

  

	 	(b)	* process and tool training 

  

	 	(c)	Asset Center process and training (if required) 

  

	 	(xi)	Workstation Engineering 

  

	 	(1)	Work with Gap to define, update standards and publish standards to user community. 

  

	 	(xii)	Provide Software Distribution services from * 

  

	 	(1)	Access to Supplier * Network 

  

	 	(2)	Infrastructure set up for Hardware, Telephony, and Space 

  

	 	(3)	Staffing 

  

	 	(4)	Develop/Refining or documenting processes such as: 

  

	 	(5)	Development of Desktop software Images as per Gap direction to includes * 

  

	 	(6)	Manage and Administer the existing software distribution system 

  

	 	(7)	Manage and Administer the Software Distribution Processes 

  

	 	(a)	Packaging, Scheduling and Distributing 

  

	 	(b)	Update the Asset Management database as appropriate 

  

	 	(xiii)	Training 

  

	 	(1)	* Tools 

  

	 	(2)	Problem & Change Management 

  

	 	(3)	Escalation Processes 

  

	 	(4)	Processes as described above 

  

	 	(5)	Diagnostic tools 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 28









 

 
  

	5.4	Help Desk Services 

 Supplier will conduct technical
discovery as described in the page above and will have personnel from * working with the Gap Help Desk to understand the current environment. Based on the engagement turnover and this discovery, the * will begin developing the detailed transition
plan to relocate the Help Desk as well as developing the Project Definition Report. 
  

	 	(a)	The Transition will consist of activities such as: 

  

	 	(i)	Infrastructure build out in * 

  

	 	(1)	Telephony, Workstations, Space 

  

	 	(ii)	Staffing of personnel in * 

  

	 	(iii)	Establish necessary reports as described in Exhibit B.1 (Service Level Matrix) of the Agreement 

  

	 	(iv)	Transfer of Knowledge database from Gap to Supplier 

  

	 	(v)	Develop required processes including: 

  

	 	(1)	Escalation Process 

  

	 	(2)	IMAC Processes 

  

	 	(3)	Password resets 

  

	 	(4)	Level 2 and 3 support processes 

  

	 	(vi)	Training of Infrastructure tools and processes, such as: 

  

	 	(1)	* Problem and Change Management processes 

  

	 	(2)	Mainframe Processes 

  

	 	(3)	Midrange Processes 

  

	 	(4)	Exchange/Domino Processes 

  

	 	(5)	Gap Off-the shelf tools 

  

	 	(6)	Remote takeover tools that will be introduced to Gap employees 

  

	 	(7)	Training on self-help tools 

  

	 	(8)	Training on Gap desktop build 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 29









 

 
  
  

	 	(vii)	Access to Asset Management database 

  

	 	(viii)	Knowledge Transfer from Gap to Supplier 

  

	 	(1)	Shadowing by bringing resources from * to the US to sit with Gap Help Desk personnel 

  

	 	(ix)	Gap Culture Training 

  

	 	(x)	Pilot pre-cutover 

  

	 	(1)	Command Center in place 

  

	 	(xi)	Cutover to production 

  

	5.5	Server Services 

  

	 	(a)	Mainframe Transition 

  

	 	(i)	Supplier will conduct technical discovery as described in the page above and will have personnel from * working with the Gap Mainframe support team to understand the current
environment. Based on the engagement turnover and this discovery, the Mainframe PM and * Mainframe PM will begin developing the detailed transition plan to relocate the Mainframe services as well as developing the Project Definition Report.


  

	 	(ii)	Tape Management and Print will remain in the *. 

  

	 	(iii)	The transition will consist of activities such as: 

  

	 	(1)	Develop Responsibilities Matrix between * and * 

  

	 	(2)	Staffing in * for Transition and Steady State 

  

	 	(3)	Establish necessary reports as described in Exhibit B.1 (Service Level Matrix) of the Agreement 

  

	 	(4)	Develop/refining or documenting processes such as: 

  

	 	(a)	Communications Processes 

  

	 	(b)	Escalation Processes 

  

	 	(c)	Batch Processes 

  

	 	(d)	Performance Management 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 30









 

 
  

	 	(e)	Capacity Management 

  

	 	(f)	Configuration Management 

  

	 	(g)	Storage Management 

  

	 	(h)	Tape management 

  

	 	(i)	Asset Management 

  

	 	(j)	Off-Site Storage 

  

	 	(k)	Disaster Recovery 

  

	 	(l)	Incident and Problem management 

  

	 	(m)	Tier 2 and 3 Help Desk support 

  

	 	(n)	Print Management 

  

	 	(5)	Provide Process data to Process and Procedures Manual 

  

	 	(6)	Training 

  

	 	(a)	* Tool 

  

	 	(b)	Problem & Change Management 

  

	 	(c)	Escalation Processes 

  

	 	(d)	Monitoring tools 

  

	 	(e)	Batch and Scheduling 

  

	 	(f)	Disaster Recovery 

  

	 	(g)	Processes as described above 

  

	 	(7)	Infrastructure set up in * 

  

	 	(a)	Tools, Equipment, Telephony, Connectivity 

  

	 	(8)	Mainframe Support and Operations Transfer to * 

  

	 	(a)	Knowledge Transfer of Operations 

  

	 	(b)	Knowledge Transfer of Batch and Scheduling 

  

	 	(c)	Knowledge Transfer of Capacity and Performance 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 31









 

 
  

	 	(d)	Knowledge Transfer of Backup and Recovery 

  

	 	(e)	Knowledge Transfer of Disaster Recovery 

  

	 	(f)	Knowledge Transfer of Database Management 

  

	 	(9)	* Connectivity 

  

	 	(a)	Provide high speed network connectivity between Supplier’s location in * and * data center, allowing Supplier’s various support locations, such as *, to connect into the
Gap network and then into the appropriate servers, storage or other equipment as needed. The connectivity into * is within a private network within Supplier. 

  

	 	(b)	Midrange Transition 

  

	 	(i)	Supplier will conduct technical discovery as detailed in the Transition plan and will have personnel from * working with the Gap Midrange team to understand the current environment.
Based on the engagement turnover and this discovery, the Midrange PM and * Midrange PM will begin developing the detailed transition plan to relocate the Midrange services as well as developing the Project Definition Report.


  

	 	(ii)	Tape Management and Print will remain in the *. 

  

	 	(iii)	The transition will consist of activities such as: 

  

	 	(1)	Develop Responsibilities Matrix between * and * 

  

	 	(2)	Staffing in * for Transition and Steady State 

  

	 	(3)	Establish necessary reports as described in Exhibit B.1 (Service Level Matrix) of the Agreement 

  

	 	(4)	Develop/refining or documenting processes such as: 

  

	 	(a)	Communications Processes 

  

	 	(b)	Escalation Processes 

  

	 	(c)	Batch Processes 

  

	 	(d)	Performance Management 

  

	 	(e)	Capacity Management 

  

	 	(f)	Configuration Management 

  



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 32









 

 
  

	 	(g)	Storage Management 

  

	 	(h)	Tape Management 

  

	 	(i)	Asset Management 

  

	 	(j)	Off-Site Storage 

  

	 	(k)	Disaster Recovery 

  

	 	(l)	Incident and Problem Management 

  

	 	(m)	Tier 2 and 3 Help Desk Support 

  

	 	(n)	Print Management 

  

	 	(o)	File Management 

  

	 	(p)	Directory Services and Network Based Appliances 

  

	 	(5)	Provide Process data to Process and Procedures Manual 

  

	 	(6)	Training 

  

	 	(a)	* Tool 

  

	 	(b)	Problem & Change Management 

  

	 	(c)	Escalation Processes 

  

	 	(d)	Monitoring tools 

  

	 	(e)	Batch and Scheduling 

  

	 	(f)	Disaster Recovery 

  

	 	(g)	Processes as described above 

  

	 	(h)	Performance and Capacity tools * 

  

	 	(i)	Diagnostic tools 

  

	 	(7)	Infrastructure set up in * 

  

	 	(a)	Tools, Equipment, Telephony, Connectivity 

  

	 	(8)	Midrange Support and Operations Transfer to * 

  

	 	(a)	Knowledge Transfer of Operations 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 33









 

 
  

	 	(b)	Knowledge Transfer of Batch and Scheduling 

  

	 	(c)	Knowledge Transfer of Capacity and Performance 

  

	 	(d)	Knowledge Transfer of Backup and Recovery 

  

	 	(e)	Knowledge Transfer of Storage Management 

  

	 	(f)	Knowledge Transfer of San Environment 

  

	 	(g)	Knowledge Transfer of Disaster Recovery 

  

	 	(h)	Knowledge Transfer of File and Print Services 

  

	 	(i)	Knowledge Transfer of Electronic Data Warehousing 

  

	 	(j)	Knowledge Transfer of Exchange and Domino Environments 

  

	 	(k)	Knowledge Transfer of Equipment and Software Support 

  

	 	(l)	Knowledge Transfer of Messaging and email support and services 

  

	 	(m)	Knowledge Transfer as to other elements of the Services not included above 

  

	 	(9)	* Connectivity 

  

	 	(a)	Provide high speed network connectivity between Supplier’s location in * and * data center, allowing Supplier’s various support locations, such as *, to connect into the
Gap network and then into the appropriate servers, storage or other equipment as needed. The connectivity into * is within a private network within Supplier. 

  

	 	(iv)	Transformation 

  

	 	(1)	Conduct a Phase one discovery of the Server Environment 

  

	 	(2)	Conduct a Phase two Application study of the server environment and develop a detailed approach to server/image consolidation 

  

	 	(a)	Develop a detailed Server Consolidation Transition Schedule 

  

	 	(3)	Build the base * infrastructure to support the transformation 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 34









 

 
  

	 	(4)	Consolidate the designated servers into fewer images and servers within the * environment 

  

	5.6	Network Services 

  

	 	(a)	Operations of the network infrastructure will be monitored from *. Supplier will conduct technical discovery as described in the Section 2 (Transition Overview) above and will
have personnel working with the Gap Network Services Tower team to understand the current environment. Based on the engagement turnover and this discovery, the Network Services PMs will begin developing the detailed transition plan to transition the
Managed Network Services to Supplier. 

  

	 	(b)	The transition will consist of activities such as: 

  

	 	(i)	Remote Monitoring and Operations from * 

  

	 	(1)	Develop Responsibilities Matrix between * and * 

  

	 	(2)	Staffing in * for Transition and Steady State 

  

	 	(3)	Establish necessary reports as described in Exhibit B.1 (Service Level Matrix) of the Agreement 

  

	 	(4)	Develop/refining or documenting processes such as: 

  

	 	(a)	Communications Processes 

  

	 	(b)	Escalation Processes 

  

	 	(c)	Performance Management 

  

	 	(d)	Capacity Management 

  

	 	(e)	Disaster Recovery 

  

	 	(f)	Incident and Problem Management 

  

	 	(g)	Tier 2 and 3 Help Desk Support 

  

	 	(5)	Provide Process data to Process and Procedures Manual 

  

	 	(6)	Training 

  

	 	(a)	* Tool 

  

	 	(b)	Problem & Change Management 

  

	 	(c)	Escalation Processes 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 35









 

 
  

	 	(d)	Monitoring tools 

  

	 	(e)	Disaster Recovery 

  

	 	(f)	Processes as described above 

  

	 	(g)	Performance and Capacity tools 

  

	 	(h)	Diagnostic tools 

  

	 	(7)	Infrastructure set up in * 

  

	 	(a)	Tools, Equipment, Telephony, Connectivity 

  

	 	(8)	Network Support and Operations Transfer to * 

  

	 	(a)	Knowledge Transfer of Operations 

  

	 	(9)	Knowledge Transfer of Capacity and Performance 

  

	 	(10)	Knowledge Transfer of Disaster Recovery 

  

	 	(11)	SNI Connectivity 

  

	 	(a)	Provide high speed network connectivity between Supplier’s location in * and * data center, allowing Supplier’s various support locations, such as *, to connect into the
Gap network and then into the appropriate servers, storage or other equipment as needed. The connectivity into * is within a private network within Supplier. 

  

	 	(ii)	Wide Area Network Services (WAN) 

  

	 	(iii)	Remote Access Services 

  

	 	(iv)	Mobile Data Communications (Wireless services) 

  

	 	(v)	Internet access Secure Zone * 

  

	 	(vi)	LAN Services within the data centers 

  

	 	(vii)	Network Security 

  

	 	(viii)	Network Administration 

  

	 	(ix)	Standard Voice Services 

  

	 	(x)	Call Center Services 

  

	 	(xi)	Audio and Video Conferencing Services 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 36









 

 
  
  

	 	(c)	The Transformation will consist of: 

  

	 	(i)	Completed Transformation Plan for the * stores in 2006 and * stores in 2007 

  

	 	(ii)	Frame Relay to * within the store environments 

  

	 	(iii)	Installation of new Routers and Hubs where required 

  

	 	(iv)	Conversion of Voice lines with designated stores to take advantage of new network technology 

  

	 	(v)	Installation of * in Gap designated stores 

  

	6.	Gap Responsibilities 

  

	6.1	Key Gap Transition Responsibilities 

  

	 	(i)	Gap will make available the Project resources, as identified in this plan, to perform the Gap owned tasks. 

  

	 	(ii)	Gap will assess escalation approach for transition issues. 

  

	 	(iii)	Supplier will work in conjunction with Gap to conduct a comprehensive employee communications plan designed to educate its employees as to the new relationship with Supplier with
regard to the Services. 

  

	 	(iv)	During the Transition Period, Supplier shall be granted access to Gap employees who hold vital job knowledge related to the Services which are critical to the success of the
transition. Supplier’s request will be channeled through Gap Transition Managers. 

  

	 	(v)	Gap shall provide Supplier Transition and Service Delivery team with security access as needed to deliver the Services. 

  

	 	(vi)	Gap shall continue business as usual support until the Initiation Date. 

  

	 	(vii)	Gap will assign counterparts to the Supplier transition managers to form a joint Transition Control Board tasked with fostering a close collaboration throughout the Transition
Period. Such an approach enhances communications; sets expectations, and provides the basis to tailor the Project plans to meet changing Gap business requirements. 

  

	 	(viii)	Complete Gap owned financial transition tasks and issues in a timely manner. 

  

	 	(ix)	Distribute/broadcast communications to Gap end users as appropriate. 



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 37









 

 
  

	 	(x)	Gap will comply with its obligations under the Agreement. 

  

	 	(xi)	Participate in connectivity testing as needed to mitigate disruption to service. 

  

	 	(xii)	Participate in requirements reviews of systems management controls procedures and approve or reject documents. 

  

	 	(xiii)	Participate in required training. 

  

	 	(xiv)	Participating in regular status, issue review meetings. 

  

	 	(xv)	Resources required from Gap. Gap resources shall assist Supplier with business processes and impacts, application knowledge, coordination of retained activities to provide a smooth
and transparent migration of the Services. Required resources include: 

  

	 	(1)	A Gap Financial Manager shall be needed to work with Supplier as the focal person to perform the following tasks: 

  

	 	(a)	Provide sample documents and Gap requirements for billing; 

  

	 	(b)	Participate in and review the financial management processes related to billing and reimbursement; 

  

	 	(c)	Participate in weekly status meetings; and 

  

	 	(d)	Respond to financial related questions from Supplier. 

  

	 	(2)	A Gap communication focal person shall be needed to work with Supplier to perform the following tasks: 

  

	 	(a)	Identify audiences by target group; and 

  

	 	(b)	Review and approve or reject/update communication objectives, processes and frequencies. 

  

	 	(3)	A Gap vendor contract management focal person shall be needed to work with Supplier on business processes: 

  

	 	(a)	Provide existing Gap documentation related to the above business processes; 

  

	 	(b)	Review and approve or reject those joint business processes proposed by Supplier; 

  

	 	(c)	Participate in regular status, issue review meetings; and 

  

	 	(d)	Identify appropriate Gap stakeholders for these processes. 

  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 38









 

 
  
  

	 	(4)	A Gap IT Security focal shall be needed to work with Supplier on the following security related activities: 

  

	 	(a)	Maintaining current security Service Levels for BAU with current support staff until cut over to Supplier; 

  

	 	(b)	Providing existing Gap security policy and internal security audit reports to Supplier; 

  

	 	(c)	Participating jointly with input and approval of *; 

  

	 	(d)	Providing Network and security architectural diagrams; and 

  

	 	(e)	Security review and approval or rejection of architecture and infrastructure deployment plans in a timely manner. 

  

	 	(xvi)	The Parties to identify and agree to tasks and timing of Gap responsibilities in support of the Critical Deliverables, to include: 

  

	 	(1)	Gap transition team will work with Supplier to jointly develop the Microsoft Project Transition Plan; 

  

	 	(2)	Provide space in the * datacenter for network equipment; 

  

	 	(3)	Provide connectivity into the Gap network; 

  

	 	(4)	Review and provide revisions to the Procedures Manual. Changes will be tracked via change requests; 

  

	 	(5)	Provide current and up to date policy and procedures documentation associated with the Services; 

  

	 	(6)	Participate in joint planning sessions to review and agree upon configuration items to be captured in Asset Center; 

  

	 	(7)	Provide access to current staff for the purpose of planning, and knowledge transfer; 

  

	 	(8)	Provide Supplier with appropriate letters of agency; and 

  

	 	(9)	Provide supporting info validating pre-paid agreements. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 39









 

 
  
 Attachment A 
 Global Transition and Transformation Architecture 
 * [24 pages] 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 40









 

 
  
 Attachment B 
 Project Definitions Report Template 
 * [12 pages] 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.15	 	Gap/IBM Confidential and Proprietary Information	 	Page 41










 

 
  

 Exhibit D.16 - Gap Equipment 
 to 
 Master Services Agreement 
 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap, Inc. and IBM, this
document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  


					
	Exhibit D.16	 	Gap/IBM Confidential and Proprietary Information	 	Page 1










 

 
  

 Exhibit D.16 
 Gap Equipment 
 This Exhibit D.16 (Gap Equipment) is an exhibit to the Master Services Agreement dated as of the
Reference Date between Gap and Supplier (the “Agreement”). The Wall-to-Wall Inventory conducted by the Parties during Transition will collect the data required pursuant to Exhibit A.2 (Cross Functional Services SOW), Exhibit A.4 (End User
Support Services SOW), Exhibit A.5 (Managed Network Services SOW) and Exhibit A.6 (Server Services SOW) of the Agreement, and be placed within the *. This inventory will replace Tables D-16.a and 16.b below and Table 16.c (for Laptop and PC Types),
and add the data for Corporate Servers and Data Network Devices. Prior to the Initiation Date, Supplier will provide an update to Tables D-16.d inventories for Stores reflecting the current information included in the *. Tables D-16.e and the
remaining types in Tables D-16.c will be updated in accordance with Table C.14 of Exhibit C (Fees and Resource Baselines) of the Agreement. 
 Table D-16.a: On-Warranty Corporate Workstations 
  

									
	 Type
	  	      Make      	  	      Model      	  	Starting Qty.	  	Warranty Service End
Date
	 Laptop
	  	*	  	*	  	*	  	*
	 Laptop
	  	*	  	*	  	*	  	*
	 Laptop
	  	*	  	*	  	*	  	*
	 Laptop
	  	*	  	*	  	*	  	*
	 Laptop
	  	*	  	*	  	*	  	*
	 Desktop
	  	*	  	*	  	*	  	*
	 Desktop
	  	*	  	*	  	*	  	*
	 Monitor
	  	*	  	*	  	*	  	*
	 Monitor
	  	*	  	*	  	*	  	*
	 Desktop
	  	*	  	*	  	*	  	*
	 Desktop
	  	*	  	*	  	*	  	*
	 Desktop
	  	*	  	*	  	*	  	*
	 Laptop
	  	*	  	*	  	*	  	*
	 Laptop
	  	*	  	*	  	*	  	*
	 Desktop
	  	*	  	*	  	*	  	*
	 Desktop
	  	*	  	*	  	*	  	*
	 Desktop
	  	*	  	*	  	*	  	*
	 Desktop
	  	*	  	*	  	*	  	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.16	 	Gap/IBM Confidential and Proprietary Information	 	Page 2










 

 
  

 Table D16.b: Off-Warranty Workstations as of Reference Date 
  

							
	 Workstation
	  	      Make      	  	      Model      	  	Starting Qty.
	 Desktop
	  	*	  	*	  	*
	 Desktop
	  	*	  	*	  
	 Desktop
	  	*	  	*	  
	 Desktop
	  	*	  	*	  
	 Laptop
	  	*	  	*	  	*
	 Laptop
	  	*	  	*	  
	 Desktop
	  	*	  	*	  	*
	 Laptop
	  	*	  	*	  	*
	 Laptop
	  	*	  	*	  	*
	 Laptop
	  	*	  	*	  	*
	 Laptop
	  	*	  	*	  	*
	 Laptop
	  	*	  	*	  	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.16	 	Gap/IBM Confidential and Proprietary Information	 	Page 3










 

 
  

 Table D.16.c: Distribution Center Devices 
  

							
	 Type
	  	Category	  	Estimated Count	  	Support
	 Laptop
	  	PC	  	*	  	*
	 PC
	  	PC	  	*	  	*
	 Timeclock
	  	Warehouse Device	  	*	  	*
	 *
	  	Warehouse Device	  	*	  	*
	 Label Printer – Fixed
	  	Warehouse Device	  	*	  	*
	 *
	  	Warehouse Device	  	*	  	*
	 *
	  	Warehouse Device	  	*	  	*
	 Monitor
	  	Warehouse Device	  	*	  	*
	Grand Total	  		  	*	  	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.16	 	Gap/IBM Confidential and Proprietary Information	 	Page 4










 

 
  

 Table D.16.d: Covered Machines 
 (as referenced in Exhibit A.3 (Stores SOW) of the Agreement, Attachment A (POS Services) 
 Beginning Inventory of Covered Machines in the United States (as of April 1, 2003) 
  

									
	 Machine Type
	  	Description	  	Covered Machines not
under warranty as of
*	  	 Number of Covered
 Machine under
 warranty as of
*
	  	 Total Covered
Machines /Beginning
 Inventory

	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*

 Types of Eligible Machines To Be Supported as Covered Machines During Initial Term

  

			
	 Machine Type
	  	 Description

	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.16	 	Gap/IBM Confidential and Proprietary Information	 	Page 5










 

 
  

 Table D.16.e: Gap Equipment – Store LRTs 
 (as referenced in Exhibit A.3 (Stores SOW) of the Agreement, Attachment B (LRT Services) 
  

											
	 Hardware
	  	Product ID	  	 Equipment
Type
 (Stores, DC
 or
 Stores/DC)
	  	Warranty
Period
(Months)	  	Service Received
(Maintenance
Services, Depot
Services, Both
or None)	  	Is Hardware
available from
and purchased
through IBM?
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.16	 	Gap/IBM Confidential and Proprietary Information	 	Page 6










 

 
  


											
	 Hardware
	  	Product ID	  	 Equipment
Type
 (Stores, DC or
Stores/DC)
	  	Warranty
Period
(Months)	  	Service Received
(Maintenance
Services, Depot
Services, Both or
None)	  	Is Hardware
available from
and purchased
through IBM?
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.16	 	Gap/IBM Confidential and Proprietary Information	 	Page 7










 

 
  


											
	 Hardware
	  	Product ID	  	 Equipment
Type
 (Stores, DC or
Stores/DC)
	  	Warranty
Period
(Months)	  	Service Received
(Maintenance
Services, Depot
Services, Both
or None)	  	Is Hardware
available from
and purchased
through IBM?
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.16	 	Gap/IBM Confidential and Proprietary Information	 	Page 8










 

 
  


											
	 Hardware
	  	Product ID	  	 Equipment
Type
 (Stores, DC or
Stores/DC)
	  	Warranty
Period
(Months)	  	 Service Received
(Maintenance
Services,
Depot
Services, Both or
 None)
	  	Is Hardware
available from
and purchased
through IBM?
	 *
	  		  		  		  		  	
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	Exhibit D.16	 	Gap/IBM Confidential and Proprietary Information	 	Page 9









 

 
 Exhibit D.17 - Gap Sites 
 to 
 Master Services Agreement 
 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap, Inc. and IBM, this document and the information contained herein
may not be published, disclosed, or used for any other purpose. 
 Note: Due to regular store openings and closings, the Store Site list is a
working list and will be updated initially 
 at the Initiation Date, and then monthly during the Term. 
 Gap/IBM Confidential and Proprietary Information 







 Exhibit D-17 - Corporate Network & EUS 
  

							
	 Type
	  	 Sub-type
 *=Probable location of dedicated EUS site support
	  	Site Name	  	 Address

	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions


  


					
		  	Gap/IBM Confidential	  	2 of 77









 Exhibit D-17 - Corporate Network & EUS 
  

							
	 Type
	  	 Sub-type
 *=Probable location of dedicated EUS site support
	  	 Site Name
	  	 Address

	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	3 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	 	 Street Address
	 	 City
	 	 State
	 	 Zip
	 	 NPA-NXX
	 	 Division
	 	 Metropolitan Area

	 *
	 	320 W. 5th Avenue, Sp. E26A	 	Anchorage	 	AK	 		 	*	 	Gap	 	#N/A
	 *
	 	800 East Dimond Blvd., Suite 184	 	Anchorage	 	AK	 		 	*	 	Gap	 	#N/A
	 *
	 	800 E. Dimond St., Ste. 182	 	Anchorage	 	AK	 		 	*	 	Old Navy	 	#N/A
	 *
	 	800 East Dimond Blvd., Suite 187	 	Anchorage	 	AK	 		 	*	 	Gap	 	#N/A
	 *
	 	320 West 5th Ave, Suite #030	 	Anchorage	 	AK	 		 	*	 	Banana Republic	 	#N/A
	 *
	 	7244 Eastchase Parkway	 	Montgomery	 	AL	 		 	*	 	Banana Republic	 	Montgomery, AL
	 *
	 	2801 Memorial Parkway	 	Huntsville	 	AL	 		 	*	 	Banana Republic	 	Huntsville, AL
	 *
	 	623 Brookwood Village	 	Homewood	 	AL	 		 	*	 	Banana Republic	 	Birmingham, AL
	 *
	 	Tiger Pky & Enterprise Drive	 	Opelika	 	AL	 	36801	 		 	ON	 	
	 *
	 	County Rd 27	 	DAPHNE	 	AL	 	36526	 		 	OLD NAVY	 	
	 *
	 	312 E MEIGHAN	 	GADSDEN	 	AL	 	35903	 		 	ON	 	
	 *
	 	2000 Riverchase Galleria Drive Suite 1	 	Birmingham	 	AL	 		 	*	 	Gap	 	Birmingham, AL
	 *
	 	1701 McFarland Blvd. East, Sp. A5-6	 	Tuscaloosa	 	AL	 		 	*	 	Gap	 	Tuscaloosa, AL
	 *
	 	240 Summit Bl. #100,102,104	 	BIRMINGHAM	 	AL	 		 	*	 	Gap	 	Birmingham, AL
	 *
	 	700 Quintard Dr.	 	Oxford	 	AL	 		 	*	 	Gap	 	#N/A
	 *
	 	1001 Rainbow Drive	 	Gadsden	 	AL	 		 	*	 	Gap	 	Gadsden, AL
	 *
	 	2801 Memorial Parkway South	 	Huntsville	 	AL	 		 	*	 	Gap	 	Huntsville, AL
	 *
	 	3276 Bel Air Mall, Space A-6	 	Mobile	 	AL	 		 	*	 	Gap	 	Mobile, AL
	 *
	 	121 North College Street	 	Auburn	 	AL	 		 	*	 	Gap	 	#N/A
	 *
	 	900 Commons Dr. Sp # 75	 	Dothan	 	AL	 		 	*	 	Gap	 	Dothan, AL
	 *
	 	1015/1017/1019 sp# A6/A&/A7	 	Montgomery	 	AL	 		 	*	 	Gap	 	Montgomery, AL
	 *
	 	7064 Eastchase Parkway	 	Montgomery	 	AL	 		 	*	 	Gap	 	Montgomery, AL
	 *
	 	1801 Beltline Rd SW	 	Decatur	 	AL	 		 	*	 	Gap	 	Decatur, AL
	 *
	 	5901 University Drive #101	 	Huntsville	 	AL	 		 	*	 	Gap	 	Huntsville, AL
	 *
	 	301 Cox Creek Parkway	 	Florence	 	AL	 		 	*	 	Gap	 	Florence, AL
	 *
	 	3989 Eastern Blvd	 	Montgomery	 	AL	 		 	*	 	Old Navy	 	Montgomery, AL
	 *
	 	3520 Airport Blvd., Sp. #408	 	Mobile	 	AL	 		 	*	 	Old Navy	 	Mobile, AL
	 *
	 	309 Summit Blvd	 	Birmingham	 	AL	 		 	*	 	Old Navy	 	Birmingham, AL
	 *
	 	5900 University Drive, Space A	 	Huntsville	 	AL	 		 	*	 	Old Navy	 	Huntsville, AL
	 *
	 	356 Cox Creek Parkway	 	Florence	 	AL	 		 	*	 	Old Navy	 	Florence, AL
	 *
	 	3500 Ross Clarke Blvd.	 	Dothan	 	AL	 		 	*	 	Old Navy	 	Dothan, AL
	 *
	 	S. McKenzie Street, S-6, S-7, S-8	 	Foley	 	AL	 		 	*	 	Gap Inc. Outlet	 	Mobile, AL
	 *
	 	5051 Prince Street Suite 610	 	Bessemer	 	AL	 		 	*	 	Gap Inc. Outlet	 	Birmingham, AL
	 *
	 	146 Wildwood Parkway,	 	Birmingham	 	AL	 		 	*	 	Old Navy	 	Birmingham, AL
	 *
	 	1620 Gadsden Hwy	 	Trussville	 	AL	 		 	*	 	Old Navy	 	Birmingham, AL
	 *
	 	2600 McFarland Blvd.	 	Tuscalossa	 	AL	 		 	*	 	Old Navy	 	Tuscaloosa, AL
	 *
	 	2601 McKenzie Street #T-3	 	Foley	 	AL	 		 	*	 	Gap Inc. Outlet	 	Mobile, AL
	 *
	 	214 South McClesky, Suite 832	 	Boaz	 	AL	 		 	*	 	Gap Inc. Outlet	 	Birmingham, AL
	 *
	 	5051 Prince # 330	 	Bessemer	 	AL	 		 	*	 	Gap Inc. Outlet	 	Birmingham, AL
	 *
	 	209 Summit Blvd. Sp. #H4 Ste. 100	 	Birmingham	 	AL	 		 	*	 	Banana Republic	 	Birmingham, AL
	 *
	 	2000 Riverchase Galleria Sp. # 128	 	Birmingham	 	AL	 		 	*	 	Banana Republic	 	Birmingham, AL
	 *
	 	2781 Montgomery, #B18	 	Montgomery	 	AL	 		 	*	 	Gap	 	Montgomery, AL
	 *
	 	321 CORNERSTONE BLVD.	 	Hot Springs	 	AR	 		 	*	 	Old Navy	 	AR AREA NOT IN ANY MSA
	 *
	 		 	CONWAY	 	AR	 	72032	 		 	ON	 	
	 *
	 	3929 McCain Blvd., space J4A	 	North Little Rock	 	AR	 		 	*	 	Old Navy	 	Little Rock et al, AR



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	4 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	559 North 46th	  	Rogers	  	AR	  		  	*	  	Old Navy	  	Fayetteville et al, AR
	 *
	  	1231 S. Caraway Rd	  	Jonesboro	  	AR	  		  	*	  	Old Navy	  	Jonesboro, AR
	 *
	  	12801 B Chenal Parkway	  	Little Rock	  	AR	  		  	*	  	Old Navy	  	Little Rock et al, AR
	 *
	  	7607 Rogers Ave	  	Fort Smith	  	AR	  		  	*	  	Old Navy	  	Fort Smith, AR-OK
	 *
	  	2901 Pines Mall Drive #128	  	Pine Bluff	  	AR	  	71601	  		  	ONCS	  	
	 *
	  	3810 N. Mall Avenue	  	Fayetteville	  	AR	  		  	*	  	Old Navy	  	Fayetteville et al, AR
	 *
	  	4201 North Shiloh Drive	  	Fayetteville	  	AR	  		  	*	  	Gap	  	Fayetteville et al, AR
	 *
	  	4210 Shiloh Dr.	  	Fayetteville	  	AR	  		  	*	  	Banana Republic	  	Fayetteville et al, AR
	 *
	  	6000 West Markham St. Unit #2188	  	Little Rock	  	AR	  		  	*	  	Banana Republic	  	Little Rock et al, AR
	 *
	  	6000 West Markham	  	Little Rock	  	AR	  		  	*	  	Gap	  	Little Rock et al, AR
	 *
	  	3929 McCain Blvd	  	North Little Rock	  	AR	  		  	*	  	Gap	  	Little Rock et al, AR
	 *
	  	4201 N. Shailoh Drive - Sp. #307	  	Fayetteville	  	AR	  		  	*	  	Gap	  	Fayetteville et al, AR
	 *
	  	1901 S. Caraway Road	  	Jonesboro	  	AR	  		  	*	  	Gap	  	Jonesboro, AR
	 *
	  	300 North 46th Street	  	Rogers	  	AR	  		  	*	  	Gap	  	Fayetteville et al, AR
	 *
	  	9822 A Metro Parkway East #2192	  	Phoenix	  	AZ	  		  	*	  	Gap	  	Phoenix et al, AZ
	 *
	  	4550 184 E. Cactus Rd.	  	Phoenix	  	AZ	  		  	*	  	Gap	  	Phoenix et al, AZ
	 *
	  	7014-3036 East Camel Back	  	Scottsdale	  	AZ	  		  	*	  	Gap	  	Phoenix et al, AZ
	 *
	  	1700 West Arrowhead	  	Phoenix	  	AZ	  		  	*	  	Gap	  	Phoenix et al, AZ
	 *
	  	6555 E. Southern Ave. Suite 1308	  	Mesa	  	AZ	  		  	*	  	Gap	  	Phoenix et al, AZ
	 *
	  	4650 N. Highway 89, Space C-20	  	Flagstaff	  	AZ	  		  	*	  	Gap	  	Flagstaff, AZ-UT
	 *
	  	7131 West Ray Road, Suite 29 & 30	  	Chandler	  	AZ	  		  	*	  	Gap	  	Phoenix et al, AZ
	 *
	  	3111 Chandler Blvd suite 2154	  	Chandler	  	AZ	  		  	*	  	Gap	  	Phoenix et al, AZ
	 *
	  	Baseline & Cooper Rd	  	Gilbert	  	AZ	  	85233	  		  	ON	  	
	 *
	  		  	Prescott	  	AZ	  	86303	  		  	GAP OUT	  	
	 *
	  	3111 West Chandler Blvd.	  	Chandler	  	AZ	  		  	*	  	Banana Republic	  	Phoenix et al, AZ
	 *
	  	15215 N. Kierland Blvd	  	Scottsdale	  	AZ	  	85251	  		  	BR	  	
	 *
	  	5870 East Broadway to Sp. #116	  	Tucson	  	AZ	  		  	*	  	Gap	  	Tucson, AZ
	 *
	  	4500 North Oracle Road #110	  	Tucson	  	AZ	  		  	*	  	Gap	  	Tucson, AZ
	 *
	  	(AZ Hwy)	  	Yuma	  	AZ	  	85365	  		  	ON	  	
	 *
	  		  	Tucson	  	AZ	  	85741	  		  	ON	  	
	 *
	  	1949 E. Camelback Road	  	Phoenix	  	AZ	  		  	*	  	Old Navy	  	Phoenix et al, AZ
	 *
	  	4609 East Ray Road	  	Phoenix	  	AZ	  		  	*	  	Old Navy	  	Phoenix et al, AZ
	 *
	  	9617 N. Metro Parkway West,	  	Phoenix	  	AZ	  		  	*	  	Old Navy	  	Phoenix et al, AZ
	 *
	  	5000 Arizona Mills Circle # 495	  	Tempe	  	AZ	  		  	*	  	Old Navy	  	Phoenix et al, AZ
	 *
	  	4550-214 E. Cactus Road	  	Phoenix	  	AZ	  		  	*	  	Old Navy	  	Phoenix et al, AZ
	 *
	  	4500 N. Oracle Rd.	  	Tucson	  	AZ	  		  	*	  	Old Navy	  	Tucson, AZ
	 *
	  	5870 East Broadway Blvd.	  	Tucson	  	AZ	  		  	*	  	Old Navy	  	Tucson, AZ
	 *
	  	7375 W. Bell Road	  	Peoria	  	AZ	  		  	*	  	Old Navy	  	Phoenix et al, AZ
	 *
	  	16215 N. Scottsdale Blvd	  	Scottsdale	  	AZ	  		  	*	  	Old Navy	  	Phoenix et al, AZ
	 *
	  	21001 N. Tatum Blvd.	  	N Scottsdale	  	AZ	  		  	*	  	Old Navy	  	Phoenix et al, AZ
	 *
	  	5000 Arizona Mills Circle	  	Tempe	  	AZ	  		  	*	  	Gap Inc. Outlet	  	Phoenix et al, AZ
	 *
	  	4250 West Honda Bow Rd. #385	  	Phoenix	  	AZ	  		  	*	  	Gap Inc. Outlet	  	Phoenix et al, AZ
	 *
	  	2300 East Tanger Drive suite # 144	  	Casa Grande	  	AZ	  		  	*	  	Gap Inc. Outlet	  	Phoenix et al, AZ
	 *
	  	6601 Hwy 179	  	Sedona	  	AZ	  		  	*	  	Gap Inc. Outlet	  	AZ AREA NOT IN ANY MSA
	 *
	  	2500 East Camelback Road Sp/#198-213	  	Phoenix	  	AZ	  		  	*	  	Banana Republic	  	Phoenix et al, AZ



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	5 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	4500 North Oracle Rd., Sp. #230	  	Tucson	  	AZ	  		  	*	  	Banana Republic	  	Tucson, AZ
	 *
	  	7014 East Camelback Rd. Sp #1065	  	Scottsdale	  	AZ	  		  	*	  	Banana Republic	  	Phoenix et al, AZ
	 *
	  	7014 East Camelback RD. Sp. # 1040	  	Scottsdale	  	AZ	  		  	*	  	Banana Republic	  	Phoenix et al, AZ
	 *
	  	7131 West Ray Road	  	Chandler	  	AZ	  		  	*	  	Banana Republic	  	Phoenix et al, AZ
	 *
	  	5870 East Broadway Blvd. Sp 224	  	Tucson	  	AZ	  		  	*	  	Banana Republic	  	Tucson, AZ
	 *
	  	7014-2296 East Camel Back Road	  	Scottsdale	  	AZ	  		  	*	  	Gap	  	Phoenix et al, AZ
	 *
	  	4550-82 East Cactus Road sp #64	  	Phoenix	  	AZ	  	85032	  		  	KIDS/BABY	  	
	 *
	  	3251 20th Avenue	  	San Francisco	  	CA	  		  	*	  	Gap	  	San Francisco, CA
	 *
	  	Need	  	Palo Alto	  	CA	  		  	*	  	Gap	  	San Jose, CA
	 *
	  	925 Blossom Hill Road	  	San Jose	  	CA	  		  	*	  	Gap	  	San Jose, CA
	 *
	  	315B Sun Valley Mall	  	Concord	  	CA	  		  	*	  	Gap	  	Oakland, CA
	 *
	  	2017 Newpark Mall	  	Newark	  	CA	  		  	*	  	Gap	  	Oakland, CA
	 *
	  	2133 Stoneridge Mall	  	Pleasanton	  	CA	  		  	*	  	Gap	  	Oakland, CA
	 *
	  	160 Santa Rosa Plaza	  	Santa Rosa	  	CA	  		  	*	  	Gap	  	Santa Rosa, CA
	 *
	  	437 Hillsdale Mall	  	San Mateo	  	CA	  		  	*	  	Gap	  	San Francisco, CA
	 *
	  	2310 Telegraph Avenue	  	Berkeley	  	CA	  		  	*	  	Gap	  	Oakland, CA
	 *
	  	4244 Geary Blvd	  	San Francisco	  	CA	  		  	*	  	Gap	  	San Francisco, CA
	 *
	  	1485 Haight Street	  	San Francisco	  	CA	  		  	*	  	Gap	  	San Francisco, CA
	 *
	  	1213 Pacific Avenue	  	Santa Cruz	  	CA	  		  	*	  	Gap	  	Santa Cruz et al, CA
	 *
	  	2855 Stevens Creek Blvd	  	Santa Clara	  	CA	  		  	*	  	Gap	  	San Jose, CA
	 *
	  	2159 Chestnut	  	San Francisco	  	CA	  		  	*	  	Gap	  	San Francisco, CA
	 *
	  	1294-96 Burlingame Avenue	  	Burlingame	  	CA	  		  	*	  	Gap	  	San Francisco, CA
	 *
	  	100 Post Street	  	San Francisco	  	CA	  		  	*	  	Gap	  	San Francisco, CA
	 *
	  	3 Embarcadero Center	  	San Francisco	  	CA	  		  	*	  	Gap	  	San Francisco, CA
	 *
	  	6000 Northgate Mall	  	San Rafael	  	CA	  		  	*	  	Gap	  	San Francisco, CA
	 *
	  	3229-33 Lakeshore Avenue	  	Oakland	  	CA	  		  	*	  	Gap	  	Oakland, CA
	 *
	  	1129 Broadway Plaza	  	Walnut Creek	  	CA	  		  	*	  	Gap	  	Oakland, CA
	 *
	  	35 & 39 University Ave.	  	Los Gatos	  	CA	  		  	*	  	Gap	  	San Jose, CA
	 *
	  	1552 Redwood/1554 Redwood	  	Corte Madera	  	CA	  		  	*	  	Gap	  	San Francisco, CA
	 *
	  	1855 41st Street	  	Capitola	  	CA	  		  	*	  	Gap	  	Santa Cruz et al, CA
	 *
	  	890 Market Street	  	San Francisco	  	CA	  		  	*	  	Gap	  	San Francisco, CA
	 *
	  	615 Del Monte Center	  	Monterey	  	CA	  		  	*	  	Gap	  	Salinas, CA
	 *
	  	3401 Dale Road	  	Modesto	  	CA	  		  	*	  	Gap	  	Modesto, CA
	 *
	  	2 FOLSOM STREET	  	SAN FRANCISCO	  	CA	  	94105	  		  	GAP	  	
	 *
	  	One Jefferson Street	  	San Francisco	  	CA	  		  	*	  	Gap	  	San Francisco, CA
	 *
	  	1333 Broadway	  	Oakland	  	CA	  		  	*	  	Gap	  	Oakland, CA
	 *
	  	5690 Bay St., Bldg. #	  	Emeryville	  	CA	  		  	*	  	Gap	  	Oakland, CA
	 *
	  	544 Northridge Mall	  	Salinas	  	CA	  		  	*	  	Gap	  	Salinas, CA
	 *
	  	1931 Wilshire Blvd	  	Santa Monica	  	CA	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	38A Del Amo Fashion Square	  	Torrance	  	CA	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	1025 Westminster Mall sp #1069-1070	  	Westminster	  	CA	  		  	*	  	Gap	  	Orange County, CA
	 *
	  	3333 BRISTOL ST.	  	COSTA MESA	  	CA	  	92626	  		  	GAP	  	
	 *
	  	518 Puente Hills Mall	  	City Of Industry	  	CA	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	9301 Tampa Avenue	  	Northridge	  	CA	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	1158 Glendale Galleria	  	Glendale	  	CA	  		  	*	  	Gap	  	Los Angeles et al, CA



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	6 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	1070 West Covina Fashion Plaza	  	West Covina	  	CA	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	1065 Brea Mall Way	  	Brea	  	CA	  		  	*	  	Gap	  	Orange County, CA
	 *
	  	240 West Hillcrest Drive	  	Thousand Oaks	  	CA	  		  	*	  	Gap	  	Ventura, CA
	 *
	  	#40 Lakewood Center Mall	  	Lakewood	  	CA	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	27000 Crown Valley Parkway	  	Mission Viejo	  	CA	  		  	*	  	Gap	  	Orange County, CA
	 *
	  	6600 Topanga Canyon	  	Canoga Park	  	CA	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	400 S. Baldwin Ave	  	Arcadia	  	CA	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	5153 Montclair Plaza Lane	  	Montclair	  	CA	  		  	*	  	Gap	  	Riverside et al, CA
	 *
	  	10800 West Pico Blvd	  	West Los Angeles	  	CA	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	1755 Montebello Town Center	  	Montebello	  	CA	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	1815 Hawthorne Blvd.	  	Redondo Beach	  	CA	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	1150 GALLERIA AT TYLER	  	Riverside	  	CA	  		  	*	  	Gap	  	Riverside et al, CA
	 *
	  	2800 North Main	  	Santa Ana	  	CA	  		  	*	  	Gap	  	Orange County, CA
	 *
	  	10250 Santa Monica Blvd	  	Los Angeles	  	CA	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	370 N. Beverly Drive	  	Beverly Hills	  	CA	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	14006 Riverside Drive	  	Sherman Oaks	  	CA	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	5025 Second Street	  	Long Beach	  	CA	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	615 Paseo Nuevo	  	Santa Barbara	  	CA	  		  	*	  	Gap	  	Santa Barbara et al, CA
	 *
	  	18726-28 Ventura Blvd.	  	Tarzana	  	CA	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	13455 Mayella Avenue #128	  	Marina Del Rey	  	CA	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	24201 Valencia Blvd	  	Santa Clarita(Valencia)	  	CA	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	61 West Colorado Blvd	  	Pasadena	  	CA	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	18681 Suite C - Beach Blvd	  	Huntington Beach	  	CA	  		  	*	  	Gap	  	Orange County, CA
	 *
	  	3333 Bear Street 101 — 103	  	Costa Mesa	  	CA	  		  	*	  	Gap	  	Orange County, CA
	 *
	  	1870 Harbour Blvd	  	Costa Mesa	  	CA	  		  	*	  	Gap	  	Orange County, CA
	 *
	  	879 Higuera Street	  	San Luis Obispo	  	CA	  		  	*	  	Gap	  	San Luis Obspo et al, CA
	 *
	  	12169 Ventura Blvd	  	Studio City	  	CA	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	220 Los Cerritos Center	  	Cerritos	  	CA	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	3200 Sepulveda Blvd	  	Manhattan Beach	  	CA	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	2701 Ming Ave Space #B-1	  	Bakersfield	  	CA	  		  	*	  	Gap	  	#N/A
	 *
	  	1355 Third Street	  	Santa Monica	  	CA	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	6301 W. 3rd Street	  	Los Angeles	  	CA	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	550 Deep Valley Dr. # sp# 111	  	Rolling Hills Estates	  	CA	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	3301-1East Main Street Ste 1260	  	Ventura	  	CA	  		  	*	  	Gap	  	Ventura, CA
	 *
	  	6801 Hollywood Blvd.	  	Hollywood	  	CA	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	8011 Pacific Coast Highway	  	Newport Beach	  	CA	  		  	*	  	Gap	  	Orange County, CA
	 *
	  	4505 La Jolla Village Drive	  	San Diego	  	CA	  		  	*	  	Gap	  	San Diego, CA
	 *
	  	7007 Friars Rd. - Suite 234	  	San Diego	  	CA	  		  	*	  	Gap	  	San Diego, CA
	 *
	  	2525 El Camino Ral, Sp. 271	  	Carlsbad	  	CA	  		  	*	  	Gap	  	San Diego, CA
	 *
	  	302 Horton Plaza	  	San Diego	  	CA	  		  	*	  	Gap	  	San Diego, CA
	 *
	  	200 East Via Rancho Pkwy	  	Escondido	  	CA	  		  	*	  	Gap	  	San Diego, CA
	 *
	  	7847 Girard Avenue	  	La Jolla	  	CA	  		  	*	  	Gap	  	San Diego, CA
	 *
	  	72840 Highway 111 Space #137	  	Palm Desert	  	CA	  		  	*	  	Gap	  	Riverside et al, CA
	 *
	  	40820 Winchester Rd Sp# 1330 &1340	  	Temecula	  	CA	  		  	*	  	Gap	  	Riverside et al, CA
	 *
	  	7818 Lew Avenue	  	Rancho Cucamonga	  	CA	  	91730	  		  	GAP	  	



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	7 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	 	 Street Address
	 	 City
	 	 State
	 	 Zip
	 	 NPA-NXX
	 	 Division
	 	 Metropolitan Area

	 *
	 	5620 PASEO DEL NORTE	 	Carlsbad	 	CA	 		 	*	 	Gap Inc. Outlet	 	San Diego, CA
	 *
	 	131 Nut Tree Road	 	Vacaville	 	CA	 	95687	 		 	OUT	 	
	 *
	 	681 Leaveseley	 	Gilroy	 	CA	 	95020	 		 	OUT	 	
	 *
	 	17600 Collier Road	 	Lake Elsinore	 	CA	 		 	*	 	Gap Inc. Outlet	 	Riverside et al, CA
	 *
	 	1005 Pescadero	 	Tracy	 	CA	 		 	*	 	Gap Inc. Outlet	 	Stockton et al, CA
	 *
	 	2796 Tanger Way	 	Barstow	 	CA	 	92311	 		 	OUT	 	
	 *
	 		 	Napa	 	CA	 	94558	 		 	BRF	 	
	 *
	 	24201 W. Valencia Blvd	 	Valencia	 	CA	 	91355	 		 	GAP	 	
	 *
	 	4950 Pacific Ave suite # 123	 	Stockton	 	CA	 		 	*	 	Gap	 	Stockton et al, CA
	 *
	 	1259-1261 Marina Bvld	 	San Leandro	 	CA	 		 	*	 	Gap Inc. Outlet	 	Oakland, CA
	 *
	 	100 Citadel Drive	 	Commerce	 	CA	 		 	*	 	Gap Inc. Outlet	 	Los Angeles et al, CA
	 *
	 	4201 Camino De La Plaza	 	San Ysidro	 	CA	 		 	*	 	Gap Inc. Outlet	 	San Diego, CA
	 *
	 	17600 E Collier Ave	 	Lake Elsinore	 	CA	 		 	*	 	Gap Inc. Outlet	 	Riverside et al, CA
	 *
	 	3300 Broadway Street, Space 134	 	Eureka	 	CA	 		 	*	 	Gap Inc. Outlet	 	CA AREA NOT IN ANY MSA
	 *
	 	12558 North Main Street	 	Cucamonga	 	CA	 	91739	 		 	KID	 	
	 *
	 	12427 S. Mainstreet	 	Rancho Cucamonga	 	CA	 	91739	 		 	BR	 	
	 *
	 	I-15 & Cajalco Road	 	Corona	 	CA	 	92883	 		 	ON	 	
	 *
	 	72349 Hwy 111	 	Palm Beach	 	CA	 	92260	 		 	ON	 	
	 *
	 	2298 N ORANGE MALL	 	ORANGE	 	CA	 	92865	 		 	ON	 	
	 *
	 	249 Fox Hills Mall	 	CULVER CITY	 	CA	 	90230	 		 	OLD NAVY	 	
	 *
	 		 	Antioch	 	CA	 	94531	 		 	ON	 	
	 *
	 	Foothill Blvd & Haven Ave	 	Rancho Cucamonga	 	CA	 	91730	 		 	ON	 	
	 *
	 	607 East Shaw Ave.	 	Fresno	 	CA	 		 	*	 	Gap	 	Fresno, CA
	 *
	 	43540 Christy Street	 	Fremont	 	CA	 	94536	 		 	ON	 	
	 *
	 	7430 Carson Blvd.	 	Long Beach	 	CA	 		 	*	 	Old Navy	 	Los Angeles et al, CA
	 *
	 	40820 Winchester #2430	 	Temecula	 	CA	 		 	*	 	Old Navy	 	Riverside et al, CA
	 *
	 	2701 Ming Avenue	 	Bakersfield	 	CA	 		 	*	 	Old Navy	 	#N/A
	 *
	 	18543 Main Street	 	Huntington Beach	 	CA	 		 	*	 	Old Navy	 	Orange County, CA
	 *
	 	20 City Blvd West	 	Orange	 	CA	 		 	*	 	Old Navy	 	Orange County, CA
	 *
	 	686 Northridge Mall	 	Salinas	 	CA	 		 	*	 	Old Navy	 	Salinas, CA
	 *
	 	205 N. Moorpark Road Ste. J	 	Thousand Oaks	 	CA	 		 	*	 	Old Navy	 	Ventura, CA
	 *
	 	1233 West Ave. P, Spaces 429,425,421,4	 	Palmdale	 	CA	 		 	*	 	Old Navy	 	Los Angeles et al, CA
	 *
	 	1600 Saratoga Ave, Ste. 301	 	San Jose	 	CA	 		 	*	 	Old Navy	 	San Jose, CA
	 *
	 	9301 Tampa Avenue Sp #42	 	Northridge	 	CA	 		 	*	 	Old Navy	 	Los Angeles et al, CA
	 *
	 	55 Colma Blvd	 	Colma	 	CA	 		 	*	 	Old Navy	 	San Francisco, CA
	 *
	 	1172 Great Mall Dr.	 	Milpitas	 	CA	 		 	*	 	Old Navy	 	San Jose, CA
	 *
	 	2899 El Camino Real	 	Tustin	 	CA	 		 	*	 	Old Navy	 	Orange County, CA
	 *
	 	115 Shaw Ave	 	Clovis	 	CA	 		 	*	 	Old Navy	 	Fresno, CA
	 *
	 	1250 Howe Ave	 	Sacramento	 	CA	 		 	*	 	Old Navy	 	Sacramento, CA
	 *
	 	3850 Grand Avenue (OLD - 5545A Philade	 	Chino	 	CA	 		 	*	 	Old Navy	 	Riverside et al, CA
	 *
	 	27130 Alicia Parkway Shops	 	Laguna Niguel	 	CA	 		 	*	 	Old Navy	 	Orange County, CA
	 *
	 	1600 S. Azusa Avenue Sp 109	 	City of Industry	 	CA	 		 	*	 	Old Navy	 	Los Angeles et al, CA
	 *
	 	8487 West 3rd	 	Los Angeles	 	CA	 		 	*	 	Old Navy	 	Los Angeles et al, CA
	 *
	 	228 Vintage Way	 	Novato	 	CA	 		 	*	 	Old Navy	 	San Francisco, CA
	 *
	 	1041 Helen Power Drive	 	Vacaville	 	CA	 		 	*	 	Old Navy	 	Vallejo et al, CA



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	8 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	231 West Esplanade Dr.	  	Oxnard	  	CA	  		  	*	  	Old Navy	  	Ventura, CA
	 *
	  	26742 Portola Pkwy Ste A	  	Foothill Ranch	  	CA	  		  	*	  	Old Navy	  	Orange County, CA
	 *
	  	1975 Diamond Blvd Suite D-1000	  	Concord	  	CA	  		  	*	  	Old Navy	  	Oakland, CA
	 *
	  	2070 Santa Rosa Avenue	  	Santa Rosa	  	CA	  		  	*	  	Old Navy	  	Santa Rosa, CA
	 *
	  	4950 Pacific Ave. Unit #433	  	Stockton	  	CA	  		  	*	  	Old Navy	  	Stockton et al, CA
	 *
	  	6747 Fallbrook Avenue	  	West Hills	  	CA	  		  	*	  	Old Navy	  	Los Angeles et al, CA
	 *
	  	2753 Eastland Center Dr. #1108	  	West Covina	  	CA	  		  	*	  	Old Navy	  	Los Angeles et al, CA
	 *
	  	12831 Towne Center Drive	  	Cerritos	  	CA	  		  	*	  	Old Navy	  	Los Angeles et al, CA
	 *
	  	2300 16th St. Ste. 200	  	San Francisco	  	CA	  		  	*	  	Old Navy	  	San Francisco, CA
	 *
	  	901 South Coast Drive Bldg J	  	Costa Mesa	  	CA	  		  	*	  	Old Navy	  	Orange County, CA
	 *
	  	3440 Highland Ave.	  	National City	  	CA	  		  	*	  	Old Navy	  	San Diego, CA
	 *
	  	7418 N. Blakstone	  	Fresno	  	CA	  		  	*	  	Old Navy	  	Fresno, CA
	 *
	  	1101 El Camino	  	Redwood City	  	CA	  		  	*	  	Old Navy	  	San Francisco, CA
	 *
	  	2209 South Mooney Blvd #495	  	Visalia	  	CA	  		  	*	  	Old Navy	  	Visalia et al, CA
	 *
	  	1 Mills Circle Sp. #350	  	Ontario	  	CA	  		  	*	  	Old Navy	  	Riverside et al, CA
	 *
	  	3000 Bridgepointe Parkway	  	San Mateo	  	CA	  		  	*	  	Old Navy	  	San Francisco, CA
	 *
	  	5625 Bay St	  	Emeryville	  	CA	  		  	*	  	Old Navy	  	Oakland, CA
	 *
	  	7007 Friars Road Sp 211	  	San Diego	  	CA	  		  	*	  	Old Navy	  	San Diego, CA
	 *
	  	990 Camino Del Rio North	  	San Diego	  	CA	  		  	*	  	Old Navy	  	San Diego, CA
	 *
	  	1821 University Dr. # 120	  	Vista	  	CA	  		  	*	  	Old Navy	  	San Diego, CA
	 *
	  	106 S. Brand Blvd.	  	Glendale	  	CA	  		  	*	  	Old Navy	  	Los Angeles et al, CA
	 *
	  	801 Market Street	  	San Francisco	  	CA	  		  	*	  	Old Navy	  	San Francisco, CA
	 *
	  	21 W. Hillsdale Blvd	  	San Mateo	  	CA	  		  	*	  	Old Navy	  	San Francisco, CA
	 *
	  	10655 Westview Parkway	  	San Diego	  	CA	  		  	*	  	Old Navy	  	San Diego, CA
	 *
	  	4962 Dublin Blvd.	  	Dublin	  	CA	  		  	*	  	Old Navy	  	Oakland, CA
	 *
	  	25650 N. The Old Road (In Stevensen Ra	  	Valencia	  	CA	  		  	*	  	Old Navy	  	Los Angeles et al, CA
	 *
	  	3369 E. Foothill Blvd.	  	Pasadena	  	CA	  		  	*	  	Old Navy	  	Los Angeles et al, CA
	 *
	  	1350 Travis Blvd.	  	Fairfield	  	CA	  		  	*	  	Old Navy	  	Vallejo et al, CA
	 *
	  	1800 - D E. Rosecrans Avenue	  	Manhattan Beach	  	CA	  		  	*	  	Old Navy	  	Los Angeles et al, CA
	 *
	  	180 S. Brea Blvd.	  	Brea	  	CA	  		  	*	  	Old Navy	  	Orange County, CA
	 *
	  	9922 Mission Gorge Rd	  	Santee	  	CA	  		  	*	  	Old Navy	  	San Diego, CA
	 *
	  	555 Shops @ Mission Viejo	  	Mission Viejo	  	CA	  		  	*	  	Old Navy	  	Orange County, CA
	 *
	  	1025 Westminster Mall Space 2080A	  	Westminster	  	CA	  		  	*	  	Old Navy	  	Orange County, CA
	 *
	  	215 Southland Mall, Sp. #136-138	  	Hayward	  	CA	  		  	*	  	Old Navy	  	Oakland, CA
	 *
	  	21450 Hawthorne Blvd.	  	Torrance	  	CA	  		  	*	  	Old Navy	  	Los Angeles et al, CA
	 *
	  	2755 E. Bidwell Street	  	Folsom	  	CA	  		  	*	  	Old Navy	  	Sacramento, CA
	 *
	  	7905 Greenback Lane	  	Citrus Heights	  	CA	  		  	*	  	Old Navy	  	Sacramento, CA
	 *
	  	913 Blossom Hill Rd. Sp. D4, D7, D8, D	  	San Jose	  	CA	  		  	*	  	Old Navy	  	San Jose, CA
	 *
	  	400 South Baldwin Avenue, Sp. E8	  	Arcadia	  	CA	  		  	*	  	Old Navy	  	Los Angeles et al, CA
	 *
	  	1232 Third St. Promenade	  	Santa Monica	  	CA	  		  	*	  	Old Navy	  	Los Angeles et al, CA
	 *
	  	3200 N. Naglee Rd.	  	Tracy	  	CA	  		  	*	  	Old Navy	  	Stockton et al, CA
	 *
	  	690 Ventura Blvd., Suite 100	  	Camarillo	  	CA	  		  	*	  	Gap Inc. Outlet	  	Ventura, CA
	 *
	  	4345 Camino De La Plaza	  	San Ysidro	  	CA	  		  	*	  	Gap Inc. Outlet	  	San Diego, CA
	 *
	  	5610 Paseo Del Norte	  	Carlsbad	  	CA	  		  	*	  	Gap Inc. Outlet	  	San Diego, CA
	 *
	  	334 Coddingtown Mall	  	Santa Rosa	  	CA	  		  	*	  	Old Navy	  	Santa Rosa, CA



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	9 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	900 Dana Dr.	  	Redding	  	CA	  		  	*	  	Old Navy	  	Redding, CA
	 *
	  	8512 S. Painter Avenue Ste B	  	Whittier	  	CA	  		  	*	  	Old Navy	  	Los Angeles et al, CA
	 *
	  	9155 W. Stockton Blvd	  	Elk Grove	  	CA	  		  	*	  	Old Navy	  	Sacramento, CA
	 *
	  	105 Plaza Dr.	  	Vallejo	  	CA	  		  	*	  	Old Navy	  	Vallejo et al, CA
	 *
	  	1244 Galleria Blvd.	  	Roseville	  	CA	  		  	*	  	Old Navy	  	Sacramento, CA
	 *
	  	2023 Forest Avenue	  	Chico	  	CA	  		  	*	  	Old Navy	  	Chico-Paradise, CA
	 *
	  	3301 East Main Street	  	Ventura	  	CA	  		  	*	  	Old Navy	  	Ventura, CA
	 *
	  	1979 Malvern Ave	  	Fullerton	  	CA	  		  	*	  	Old Navy	  	Orange County, CA
	 *
	  	2040 Chestnut Street	  	San Francisco	  	CA	  		  	*	  	Gap	  	San Francisco, CA
	 *
	  		  	San Luis Obispo	  	CA	  	93406	  		  	BR	  	
	 *
	  	120 N. Santa Cruz Avenue	  	Los Gatos	  	CA	  		  	*	  	Gap	  	San Jose, CA
	 *
	  	7007 Friars Rd., Suite H2-251	  	San Diego	  	CA	  		  	*	  	Gap	  	San Diego, CA
	 *
	  	1815 Hawthorne Blvd	  	Redondo Beach	  	CA	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	3229 Lakeshore Avenue	  	Oakland	  	CA	  		  	*	  	Gap	  	Oakland, CA
	 *
	  	2124 Montebello T/C	  	Montebello	  	CA	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	27000 Crown Valley Parkway Sp. 003	  	Mission Viejo	  	CA	  		  	*	  	Gap	  	Orange County, CA
	 *
	  	1151 Galleria Blvd.	  	Roseville	  	CA	  		  	*	  	Gap	  	Sacramento, CA
	 *
	  	3401 Dale Road Sp. #412	  	Modesto	  	CA	  		  	*	  	Gap	  	Modesto, CA
	 *
	  	9301 Tampa Avenue	  	Northridge	  	CA	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	1950 East 20th Street	  	Chico	  	CA	  		  	*	  	Gap	  	Chico-Paradise, CA
	 *
	  	2009 Santa Rosa Plaza	  	Santa Rosa	  	CA	  		  	*	  	Banana Republic	  	Santa Rosa, CA
	 *
	  	7911 Pacific Coast Highway	  	Newport Beach	  	CA	  		  	*	  	Banana Republic	  	Orange County, CA
	 *
	  	735 State Street	  	Santa Barbara	  	CA	  		  	*	  	Banana Republic	  	Santa Barbara et al, CA
	 *
	  	1981 State Highway 273	  	Anderson	  	CA	  		  	*	  	Gap Inc. Outlet	  	Redding, CA
	 *
	  	13000 Folsom Blvd	  	Folsom	  	CA	  		  	*	  	Gap Inc. Outlet	  	Sacramento, CA
	 *
	  	2200 Petaluma Blvd. N. Sp. 300	  	Petaluma	  	CA	  		  	*	  	Gap Inc. Outlet	  	Santa Rosa, CA
	 *
	  	950 Camarillo Center Dr.	  	Camarillo	  	CA	  		  	*	  	Gap Inc. Outlet	  	Ventura, CA
	 *
	  	48650 Seminole Drive #H230	  	Cabazon	  	CA	  		  	*	  	Gap Inc. Outlet	  	Riverside et al, CA
	 *
	  	8555 San Ysidro Ave., Sp F10	  	Gilroy	  	CA	  		  	*	  	Gap Inc. Outlet	  	San Jose, CA
	 *
	  	1501 Rutherford Drive	  	Tulare	  	CA	  		  	*	  	Gap Inc. Outlet	  	Visalia et al, CA
	 *
	  	1 Mills Circle #834	  	Ontario	  	CA	  		  	*	  	Gap Inc. Outlet	  	Riverside et al, CA
	 *
	  	5620 Paseo Del Norte	  	Carlsbad	  	CA	  		  	*	  	Gap Inc. Outlet	  	San Diego, CA
	 *
	  	492 Great Mall Drive	  	Milpitas	  	CA	  		  	*	  	Gap Inc. Outlet	  	San Jose, CA
	 *
	  	111A Nut Tree Rd #8A	  	Vacaville	  	CA	  		  	*	  	Gap Inc. Outlet	  	Vallejo et al, CA
	 *
	  	5003 Willows Rd. - Suite G106	  	Alpine	  	CA	  		  	*	  	Gap Inc. Outlet	  	San Diego, CA
	 *
	  	4265 Camino de la Plaza	  	San Ysidro	  	CA	  		  	*	  	Gap Inc. Outlet	  	San Diego, CA
	 *
	  	59 Throckmorton Avenue	  	Mill Valley	  	CA	  		  	*	  	Banana Republic	  	San Francisco, CA
	 *
	  	2855 Stevens Creek Blvd Suite	  	Santa Clara	  	CA	  		  	*	  	Banana Republic	  	San Jose, CA
	 *
	  	172 Stanford Shopping Center	  	Palo Alto	  	CA	  		  	*	  	Banana Republic	  	San Jose, CA
	 *
	  	Ocean Ave. & Mission St. Sp 225	  	Carmel	  	CA	  		  	*	  	Banana Republic	  	Salinas, CA
	 *
	  	1181 Broadway Plaza	  	Walnut Creek	  	CA	  		  	*	  	Banana Republic	  	Oakland, CA
	 *
	  	125 Hillsdale Mall	  	San Mateo	  	CA	  		  	*	  	Banana Republic	  	San Francisco, CA
	 *
	  	256 Grant Avenue	  	San Francisco	  	CA	  		  	*	  	Banana Republic	  	San Francisco, CA
	 *
	  	357 N. Beverly Hills Drive	  	Beverly Hills	  	CA	  		  	*	  	Banana Republic	  	Los Angeles et al, CA
	 *
	  	150 West Colorado Blvd	  	Pasadena	  	CA	  		  	*	  	Banana Republic	  	Los Angeles et al, CA



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	10 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	 	 Street Address
	 	City	 	State	 	Zip	 	NPA-NXX	 	Division	 	 Metropolitan Area

	 *
	 	131 North La Cienga Blvd	 	Los Angeles	 	CA	 		 	*	 	Banana Republic	 	Los Angeles et al, CA
	 *
	 	3333 Bristol Street	 	Costa Mesa	 	CA	 		 	*	 	Banana Republic	 	Orange County, CA
	 *
	 	1815 Hawthorne Blvd Suite 178	 	Redondo Beach	 	CA	 		 	*	 	Banana Republic	 	Los Angeles et al, CA
	 *
	 	7841 Girard Avenue	 	La Jolla	 	CA	 		 	*	 	Banana Republic	 	San Diego, CA
	 *
	 	344 Horton Plaza Space 215	 	San Diego	 	CA	 		 	*	 	Banana Republic	 	San Diego, CA
	 *
	 	3251 20th Avenue Space #244	 	San Francisco	 	CA	 		 	*	 	Banana Republic	 	San Francisco, CA
	 *
	 	5015 E 2nd St	 	Belmont Shores	 	CA	 		 	*	 	Banana Republic	 	Los Angeles et al, CA
	 *
	 	1702 Redwood Hwy	 	Corte Madera	 	CA	 		 	*	 	Banana Republic	 	San Francisco, CA
	 *
	 	4505 La Jolla Village Drive Space C-7	 	San Diego	 	CA	 		 	*	 	Banana Republic	 	San Diego, CA
	 *
	 	1118 Glendale Galleria Space 1609	 	Glendale	 	CA	 		 	*	 	Banana Republic	 	Los Angeles et al, CA
	 *
	 	6600 Topanga Canyon Blvd., Sp 19-20	 	Canoga Park	 	CA	 		 	*	 	Banana Republic	 	Los Angeles et al, CA
	 *
	 	Two Embarcadero Center	 	San Francisco	 	CA	 		 	*	 	Banana Republic	 	San Francisco, CA
	 *
	 	7007 Friars Rd. - Suite 365	 	San Diego	 	CA	 		 	*	 	Banana Republic	 	San Diego, CA
	 *
	 	101 Paseo Nuveo	 	Santa Barbara	 	CA	 		 	*	 	Banana Republic	 	Santa Barbara et al, CA
	 *
	 	545 Downtown Plaza	 	Sacramento	 	CA	 		 	*	 	Banana Republic	 	Sacramento, CA
	 *
	 	14006 Riverside Drive, #208	 	Sherman Oaks	 	CA	 		 	*	 	Banana Republic	 	Los Angeles et al, CA
	 *
	 	1202 Third St.	 	Santa Monica	 	CA	 		 	*	 	Banana Republic	 	Los Angeles et al, CA
	 *
	 	1066 Brea Mall, Sp 2016 & 2018	 	Brea	 	CA	 		 	*	 	Banana Republic	 	Orange County, CA
	 *
	 	1689 Arden Way	 	Sacramento	 	CA	 		 	*	 	Banana Republic	 	Sacramento, CA
	 *
	 	2201 Stoneridge Mall	 	Pleasanton	 	CA	 		 	*	 	Banana Republic	 	Oakland, CA
	 *
	 	10800 W. Pico Blvd. #361	 	Los Angeles	 	CA	 		 	*	 	Banana Republic	 	Los Angeles et al, CA
	 *
	 	10250 Santa Monica Blvd. #39	 	Century City	 	CA	 		 	*	 	Banana Republic	 	Los Angeles et al, CA
	 *
	 	73-515 El Paso Suite #1708	 	Palm Dessert	 	CA	 		 	*	 	Banana Republic	 	Riverside et al, CA
	 *
	 	1218 Burlingame Ave	 	Burlingame	 	CA	 		 	*	 	Banana Republic	 	San Francisco, CA
	 *
	 	25 University Ave.	 	Los Gatos	 	CA	 		 	*	 	Banana Republic	 	San Jose, CA
	 *
	 	10800 West Pico Blvd. Sp #346	 	Los Angeles	 	CA	 		 	*	 	Banana Republic	 	Los Angeles et al, CA
	 *
	 	1290/1298 Broadway Plaza	 	Walnut Creek	 	CA	 		 	*	 	Banana Republic	 	Oakland, CA
	 *
	 	145 Horton Plaza	 	San Diego	 	CA	 		 	*	 	Banana Republic	 	San Diego, CA
	 *
	 	10250 Santa Monica Blvd. Sp. #H57 & H6	 	Los Angeles	 	CA	 		 	*	 	Banana Republic	 	Los Angeles et al, CA
	 *
	 	234 West Hillcrest Dr # N16	 	Thousand Oaks	 	CA	 		 	*	 	Banana Republic	 	Ventura, CA
	 *
	 	1555 Camino Del Mar Sp. #107	 	Del Mar	 	CA	 		 	*	 	Banana Republic	 	San Diego, CA
	 *
	 	12155 Ventura Blvd	 	Studio City	 	CA	 		 	*	 	Banana Republic	 	Los Angeles et al, CA
	 *
	 	3844 South Cross Creek	 	Malibu	 	CA	 		 	*	 	Banana Republic	 	Los Angeles et al, CA
	 *
	 	6301 W. 3rd. St. (189 The Grove Dr.	 	Los Angeles	 	CA	 		 	*	 	Banana Republic	 	Los Angeles et al, CA
	 *
	 	27000 Crown Valley Parkway	 	Mission Viejo	 	CA	 		 	*	 	Banana Republic	 	Orange County, CA
	 *
	 	550 Deep Valley Drive, Ste 235	 	Rolling Hills Estates	 	CA	 		 	*	 	Banana Republic	 	Los Angeles et al, CA
	 *
	 	9301 Tampa Avenue	 	Northridge	 	CA	 		 	*	 	Banana Republic	 	Los Angeles et al, CA
	 *
	 	6801 Hollywood Blvd	 	Hollywood	 	CA	 		 	*	 	Banana Republic	 	Los Angeles et al, CA
	 *
	 	239 Los Cerritos Center Sp. D37	 	Cerritos	 	CA	 		 	*	 	Banana Republic	 	Los Angeles et al, CA
	 *
	 	5636 Bay Street, Bldg E	 	Emeryville	 	CA	 		 	*	 	Banana Republic	 	Oakland, CA
	 *
	 	1151 Galleria Blvd, Space 143	 	Roseville	 	CA	 		 	*	 	Banana Republic	 	Sacramento, CA
	 *
	 	1 Stoneridge Mall	 	Pleasanton	 	CA	 	94566	 		 	BBY	 	
	 *
	 	2114 GLENDAL GALLERIA	 	Glendale	 	CA	 		 	*	 	Gap	 	Los Angeles et al, CA
	 *
	 	2169 Chestnut St	 	San Francisco	 	CA	 	94123	 		 	BABY	 	
	 *
	 	1722 Redwood Hwy #A17(relo 1820 Redwoo	 	Corte Madera	 	CA	 		 	*	 	Gap	 	San Francisco, CA



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	11 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	 	 Street Address
	 	 City
	 	 State
	 	 Zip
	 	 NPA-NXX
	 	 Division
	 	 Metropolitan Area

	 *
	 	3333 Bristol St.	 	Costa Mesa	 	CA	 		 	*	 	Gap	 	Orange County, CA
	 *
	 	400 South Baldwin, Sp. #179	 	Arcadia	 	CA	 		 	*	 	Gap	 	Los Angeles et al, CA
	 *
	 	156 Hillsdale Mall - Sp 1358	 	San Mateo	 	CA	 		 	*	 	Gap	 	San Francisco, CA
	 *
	 	1689 Arden Way	 	Sacramento	 	CA	 		 	*	 	Gap	 	Sacramento, CA
	 *
	 	500 Downtown Plaza	 	Sacramento	 	CA	 		 	*	 	Gap	 	Sacramento, CA
	 *
	 	500 1st. Street, #19	 	Davis	 	CA	 		 	*	 	Gap	 	Yolo, CA
	 *
	 	1950 East 20th St., Sp. 406 & 409	 	Chico	 	CA	 		 	*	 	Gap	 	Chico-Paradise, CA
	 *
	 	3300 Broadway, Suite 214	 	Eureka	 	CA	 		 	*	 	Gap	 	CA AREA NOT IN ANY MSA
	 *
	 	6162 Sunrise Mall	 	Citrus Heights	 	CA	 		 	*	 	Gap	 	Sacramento, CA
	 *
	 	1151 Galleria Blvd sp # 246	 	Roseville	 	CA	 		 	*	 	Gap	 	Sacramento, CA
	 *
	 	5010 Montclair Plaza Ln.	 	Montclair	 	CA	 		 	*	 	Gap	 	Riverside et al, CA
	 *
	 	597 E.Shaw Ave	 	Fresno	 	CA	 		 	*	 	Gap	 	Fresno, CA
	 *
	 	617 Paseo Nuevo	 	Santa Barbara	 	CA	 		 	*	 	Gap	 	Santa Barbara et al, CA
	 *
	 	1055 Brea Mall	 	Brea	 	CA	 		 	*	 	Gap	 	Orange County, CA
	 *
	 	615 Del Monte Shopping Center #1B-C	 	Monterey	 	CA	 		 	*	 	Gap	 	Salinas, CA
	 *
	 	400 S. Baldwin #228	 	Arcadia	 	CA	 		 	*	 	Gap	 	Los Angeles et al, CA
	 *
	 	1030 A Santa Rosa Plaza	 	Santa Rosa	 	CA	 		 	*	 	Gap	 	Santa Rosa, CA
	 *
	 	323 Santa Monica Place	 	Santa Monica	 	CA	 		 	*	 	Gap	 	Los Angeles et al, CA
	 *
	 	37 West Colorado Blvd	 	Pasadena	 	CA	 		 	*	 	Gap	 	Los Angeles et al, CA
	 *
	 	2111 Glendale Galleria	 	Glendale	 	CA	 		 	*	 	Gap	 	Los Angeles et al, CA
	 *
	 	72-840 Hwy. 111, Sp. 135B	 	Palm Desert	 	CA	 		 	*	 	Gap	 	Riverside et al, CA
	 *
	 	14006 Riverside Drive #90	 	Sherman Oaks	 	CA	 		 	*	 	Gap	 	Los Angeles et al, CA
	 *
	 	340 Hillsdale Mall	 	San Mateo	 	CA	 		 	*	 	Gap	 	San Francisco, CA
	 *
	 	2855 Stevens Creek Blvd	 	Santa Clara	 	CA	 		 	*	 	Gap	 	San Jose, CA
	 *
	 	3491-95 California	 	San Francisco	 	CA	 		 	*	 	Gap	 	San Francisco, CA
	 *
	 	SP #F-228	 	Palo Alto	 	CA	 		 	*	 	Gap	 	San Jose, CA
	 *
	 	3251 20th Avenue	 	San Francisco	 	CA	 		 	*	 	Gap	 	San Francisco, CA
	 *
	 	1689 Arden Way	 	Sacramento	 	CA	 		 	*	 	Gap	 	Sacramento, CA
	 *
	 	1152 Broadway Plaza - Sp 1158 & 1164	 	Walnut Creek	 	CA	 		 	*	 	Gap	 	Oakland, CA
	 *
	 	1390 Burlingame Avenue	 	Burlingame	 	CA	 		 	*	 	Gap	 	San Francisco, CA
	 *
	 	10800 West Pico Blvd #342	 	West Los Angeles	 	CA	 		 	*	 	Gap	 	Los Angeles et al, CA
	 *
	 	2800 North Main #536	 	Santa Ana	 	CA	 		 	*	 	Gap	 	Orange County, CA
	 *
	 	3333 Bristol Street	 	Costa Mesa	 	CA	 		 	*	 	Gap	 	Orange County, CA
	 *
	 	6600 Topanga Canyon Road	 	Canoga Park	 	CA	 		 	*	 	Gap	 	Los Angeles et al, CA
	 *
	 	10250 Santa Monica Blvd Space #14	 	Los Angeles	 	CA	 	90067	 		 	KIDS/BABY	 	
	 *
	 	409 N. Beverly Drive	 	Beverly Hills	 	CA	 		 	*	 	Gap	 	Los Angeles et al, CA
	 *
	 	570 - 572 W. Hillcrest Drive	 	Thousand Oaks	 	CA	 		 	*	 	Gap	 	Ventura, CA
	 *
	 	14500 W COLFAX AVE	 	Lakewood	 	CO	 		 	*	 	Gap Inc. Outlet	 	Denver, CO
	 *
	 		 	Grand Junction	 	CO	 	81505	 		 	OUT	 	
	 *
	 	8501 West Bowles Avenue (ID726)	 	Littleton	 	CO	 		 	*	 	Gap	 	Denver, CO
	 *
	 	3000 East First Avenue	 	Denver	 	CO	 		 	*	 	Gap	 	Denver, CO
	 *
	 	215 East Foothills Parkway #B10	 	Fort Collins	 	CO	 		 	*	 	Gap	 	Fort Collins et al, CO
	 *
	 	204 South Galena	 	Aspen	 	CO	 		 	*	 	Gap	 	CO AREA NOT IN ANY MSA
	 *
	 	8405 Park Meadows Center Dr., Sp. 1084	 	Littleton	 	CO	 		 	*	 	Gap	 	Denver, CO
	 *
	 	7301 South Santa Fe Drive	 	Littleton	 	CO	 		 	*	 	Gap	 	Denver, CO



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	12 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	1710 Briargate Blvd, Sp. 347	  	Colorado Springs	  	CO	  		  	*	  	Gap	  	Colorado Springs, CO
	 *
	  	SPACE 268	  	Denver	  	CO	  		  	*	  	Gap	  	Denver, CO
	 *
	  	1 West Flatiron Crossing	  	Broomfield	  	CO	  		  	*	  	Gap	  	Denver, CO
	 *
	  	7301 South Santa Fe Dr.	  	Littleton	  	CO	  		  	*	  	Banana Republic	  	Denver, CO
	 *
	  	I-25 & Briargate Pkwy	  	Colorado Springs	  	CO	  	80920	  		  	BR	  	
	 *
	  		  	Aurora	  	CO	  	80016	  		  	WHS	  	
	 *
	  		  	pueblo	  	CO	  	81006	  		  	WHS	  	
	 *
	  	2464 US Hwy 6 and 50	  	Grand Junction	  	CO	  		  	*	  	Old Navy	  	Grand Junction, CO
	 *
	  	108 Troutman Parkway	  	Ft. Collins	  	CO	  		  	*	  	Old Navy	  	Fort Collins et al, CO
	 *
	  	750 Citadel Dr	  	Colorado Springs	  	CO	  		  	*	  	Old Navy	  	Colorado Springs, CO
	 *
	  	1801 28th St.	  	Boulder	  	CO	  		  	*	  	Old Navy	  	Boulder et al, CO
	 *
	  	341 W. 104th Ave	  	Northglenn	  	CO	  		  	*	  	Old Navy	  	Denver, CO
	 *
	  	5392 S. Wadsworth Blvd	  	Littleton	  	CO	  		  	*	  	Old Navy	  	Denver, CO
	 *
	  	5900 S. University Blvd. #B	  	Littleton	  	CO	  		  	*	  	Old Navy	  	Denver, CO
	 *
	  	8457 S. Yosemite Street #B	  	Littleton	  	CO	  		  	*	  	Old Navy	  	Denver, CO
	 *
	  	14367 West Colfax Avenue	  	Golden	  	CO	  		  	*	  	Old Navy	  	Denver, CO
	 *
	  	1710 Briargate Blvd. Space 321	  	Colorado Springs	  	CO	  		  	*	  	Old Navy	  	Colorado Springs, CO
	 *
	  	1 Flat Iron Crossing Unit 2152	  	Broomfield	  	CO	  		  	*	  	Old Navy	  	Denver, CO
	 *
	  	439 South Wadworth Blvd.	  	Lakewood	  	CO	  		  	*	  	Old Navy	  	Denver, CO
	 *
	  	14200 East Alameda Sp. 2032	  	Aurora	  	CO	  		  	*	  	Old Navy	  	Denver, CO
	 *
	  	6432 South Parker Rd.	  	Aurora	  	CO	  		  	*	  	Old Navy	  	Denver, CO
	 *
	  	215 E. Foothills Parkway - Sp B11 &B12	  	Fort Collins	  	CO	  		  	*	  	Gap	  	Fort Collins et al, CO
	 *
	  	5050 Factory Shops Blvd.	  	Castle Rock	  	CO	  		  	*	  	Gap Inc. Outlet	  	Denver, CO
	 *
	  	125 C. Stephens Way	  	Silverthorne	  	CO	  		  	*	  	Gap Inc. Outlet	  	CO AREA NOT IN ANY MSA
	 *
	  	1142 Pearl Street	  	Boulder	  	CO	  		  	*	  	Banana Republic	  	Boulder et al, CO
	 *
	  	3000 East First Avenue #B224	  	Denver	  	CO	  		  	*	  	Banana Republic	  	Denver, CO
	 *
	  	8405 Park Meadows Center Dr., Sp. 1128	  	Littleton	  	CO	  		  	*	  	Banana Republic	  	Denver, CO
	 *
	  	500 16th St. Suite #240	  	Denver	  	CO	  		  	*	  	Banana Republic	  	Denver, CO
	 *
	  	1 West Flatiron Circle Unit 1052	  	Broomfield	  	CO	  		  	*	  	Banana Republic	  	Denver, CO
	 *
	  	470 Lewis Avenue	  	Meriden	  	CT	  		  	*	  	Gap	  	New Haven et al, CT
	 *
	  	154 Westfarms Mall	  	Farmington	  	CT	  		  	*	  	Gap	  	Hartford, CT
	 *
	  	1201 Boston Post Road	  	Milford	  	CT	  		  	*	  	Gap	  	New Haven et al, CT
	 *
	  	5065 Main Street	  	Trumbull	  	CT	  		  	*	  	Gap	  	New Haven et al, CT
	 *
	  	100 Grey Rock Place	  	Stamford	  	CT	  		  	*	  	Gap	  	New Haven et al, CT
	 *
	  	2165 Dixwell Avenue	  	Hamden	  	CT	  		  	*	  	Gap	  	New Haven et al, CT
	 *
	  	850 Hartford Turnpike	  	Waterford	  	CT	  		  	*	  	Gap	  	New London, CT
	 *
	  	1060 West Main Street	  	Branford	  	CT	  		  	*	  	Gap	  	New Haven et al, CT
	 *
	  	7 Backus Avenue Space #216	  	Danbury	  	CT	  		  	*	  	Gap	  	New Haven et al, CT
	 *
	  	69-71 Main Street	  	Westport	  	CT	  		  	*	  	Gap	  	New Haven et al, CT
	 *
	  	467 West Avenue	  	Norwalk	  	CT	  		  	*	  	Gap	  	New Haven et al, CT
	 *
	  	263 Greenwich Avenue	  	Greenwich	  	CT	  		  	*	  	Gap	  	New Haven et al, CT
	 *
	  	380 West Main Street	  	Avon	  	CT	  		  	*	  	Gap	  	Hartford, CT
	 *
	  	140 Glastonbury Blvd	  	Glastonbury	  	CT	  		  	*	  	Gap	  	Hartford, CT
	 *
	  	440 Main Street	  	Ridgefield	  	CT	  		  	*	  	Gap	  	New Haven et al, CT
	 *
	  	495 Union St., sp. 2044	  	Waterbury	  	CT	  		  	*	  	Gap	  	New Haven et al, CT



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	13 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	775 Main Street	  	Southbury	  	CT	  		  	*	  	Gap	  	New Haven et al, CT
	 *
	  	2215 Black Rock Turnpike	  	Fairfield	  	CT	  		  	*	  	Gap	  	New Haven et al, CT
	 *
	  	21 River Rd.	  	Wilton	  	CT	  		  	*	  	Gap	  	New Haven et al, CT
	 *
	  	314 Flat Rock Place	  	Westbrook	  	CT	  		  	*	  	Gap Inc. Outlet	  	Hartford, CT
	 *
	  	1499 Post Rd.	  	Farifield	  	CT	  		  	*	  	Banana Republic	  	New Haven et al, CT
	 *
	  	300 Evergreen Way	  	South Windsor	  	CT	  	6074	  		  	BR	  	
	 *
	  	801 Evergreen Way	  	South Windsor	  	CT	  	6074	  		  	ON	  	
	 *
	  	110 Albany Turnpike	  	Canton	  	CT	  	6019	  		  	ON	  	
	 *
	  	25 Hazard Ave Rte 190	  	Enfield	  	CT	  	6082	  		  	ON	  	
	 *
	  	1212 Boston Post Road	  	Milford	  	CT	  		  	*	  	Old Navy	  	New Haven et al, CT
	 *
	  	7 Backus Avenue	  	Danbury	  	CT	  		  	*	  	Old Navy	  	New Haven et al, CT
	 *
	  	1459 New Britain Ave	  	West Hartford	  	CT	  		  	*	  	Old Navy	  	Hartford, CT
	 *
	  	495 Union St. #1150	  	Waterbury	  	CT	  		  	*	  	Old Navy	  	New Haven et al, CT
	 *
	  	520 Conneticut Avenue	  	Norwalk	  	CT	  		  	*	  	Old Navy	  	New Haven et al, CT
	 *
	  	2335 Dixwell Ave	  	Hamden	  	CT	  		  	*	  	Old Navy	  	New Haven et al, CT
	 *
	  	5065 Main Street	  	Trumbell	  	CT	  		  	*	  	Old Navy	  	New Haven et al, CT
	 *
	  	850 Hartford Turnpike, Space H103A	  	Waterford	  	CT	  		  	*	  	Old Navy	  	New London, CT
	 *
	  	2175 Summer Street	  	Stamford	  	CT	  		  	*	  	Old Navy	  	New Haven et al, CT
	 *
	  	2215 Black Rock Turnpike	  	Fairfield	  	CT	  		  	*	  	Old Navy	  	New Haven et al, CT
	 *
	  	286 New Britain Ave., Space C3	  	Plainville	  	CT	  		  	*	  	Old Navy	  	Hartford, CT
	 *
	  	533 South Broad St.	  	Meriden	  	CT	  		  	*	  	Old Navy	  	New Haven et al, CT
	 *
	  	160 River Rd	  	Lisbon	  	CT	  		  	*	  	Old Navy	  	New London, CT
	 *
	  	400 Evergreen Way	  	South Windsor	  	CT	  	6074	  		  	BBY	  	
	 *
	  	201 Evergreen Way	  	South Windsor	  	CT	  	6074	  		  	Gap	  	
	 *
	  	495 Union St.	  	Waterbury	  	CT	  		  	*	  	Gap	  	New Haven et al, CT
	 *
	  	380 W. Main St.	  	Avon	  	CT	  		  	*	  	Banana Republic	  	Hartford, CT
	 *
	  	222 Killingtonworth Turnpike	  	Clinton	  	CT	  		  	*	  	Gap Inc. Outlet	  	Hartford, CT
	 *
	  	254 Greenwich Avenue	  	Greenwich	  	CT	  		  	*	  	Banana Republic	  	New Haven et al, CT
	 *
	  	554 West Farms MallSp B-219	  	Farmington	  	CT	  		  	*	  	Banana Republic	  	Hartford, CT
	 *
	  	7 Backus Avenue	  	Danbury	  	CT	  		  	*	  	Banana Republic	  	New Haven et al, CT
	 *
	  	100 Grey Rock Place Space F203	  	Stamford	  	CT	  	6901	  		  	BR	  	
	 *
	  	56-58 Main Street	  	Westport	  	CT	  		  	*	  	Banana Republic	  	New Haven et al, CT
	 *
	  	421 West Farms - Sp. #C115	  	Farmington	  	CT	  		  	*	  	Gap	  	Hartford, CT
	 *
	  	380 W. Main St.	  	Avon	  	CT	  		  	*	  	Gap	  	Hartford, CT
	 *
	  	140 Glastonbury Blvd., Suite 23	  	Glastonbury	  	CT	  		  	*	  	Gap	  	Hartford, CT
	 *
	  	5065 Main Street #231	  	Trumbull	  	CT	  		  	*	  	Gap	  	New Haven et al, CT
	 *
	  	35 Main Street	  	Westport	  	CT	  		  	*	  	Gap	  	New Haven et al, CT
	 *
	  	7 Backus Avenue Space #H107	  	Danbury	  	CT	  		  	*	  	Gap	  	New Haven et al, CT
	 *
	  	100 Grey Rock Place	  	Stamford	  	CT	  		  	*	  	Gap	  	New Haven et al, CT
	 *
	  	264 Greenwich Avenue	  	Greenwich	  	CT	  		  	*	  	Gap	  	New Haven et al, CT
	 *
	  	1120 Conneticut Avenue Northwest	  	Washington	  	DC	  		  	*	  	Gap	  	Washington, DC-MD-VA-WV
	 *
	  	1258 Wisconsin Avenue Northwest	  	Washington	  	DC	  		  	*	  	Gap	  	Washington, DC-MD-VA-WV
	 *
	  	Space #1-2 & 3	  	Washington	  	DC	  		  	*	  	Gap	  	Washington, DC-MD-VA-WV
	 *
	  	3200 M Street	  	Washington	  	DC	  		  	*	  	Banana Republic	  	Washington, DC-MD-VA-WV
	 *
	  	601 13th Street NW	  	Washington	  	DC	  		  	*	  	Banana Republic	  	Washington, DC-MD-VA-WV



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	14 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	1267 Wisconsin Ave NW	  	Washington	  	DC	  		  	*	  	Gap	  	Washington, DC-MD-VA-WV
	 *
	  	4737 Concord Pike #300	  	Wilimington	  	DE	  		  	*	  	Gap	  	Wilmington et al, DE-MD
	 *
	  	318 Christiana Mall	  	Newark	  	DE	  		  	*	  	Gap	  	Wilmington et al, DE-MD
	 *
	  	3500 HIGHWAY ONE	  	Rehoboth Beach	  	DE	  		  	*	  	Gap Inc. Outlet	  	DE AREA NOT IN ANY MSA
	 *
	  	Rt 273 & Rt 95	  	Newark	  	DE	  	19702	  		  	ON	  	
	 *
	  	3011 Brandywine Parkway	  	Wilmington	  	DE	  		  	*	  	Old Navy	  	Wilmington et al, DE-MD
	 *
	  	1365 North Dupont Hwy.	  	Dover	  	DE	  		  	*	  	Old Navy	  	Dover, DE
	 *
	  	1600 Ocean Outlets, Sp 600	  	Rehoboth Beach	  	DE	  		  	*	  	Gap Inc. Outlet	  	DE AREA NOT IN ANY MSA
	 *
	  	4350 hiway 1	  	Rehoboth Beach	  	DE	  		  	*	  	Gap Inc. Outlet	  	DE AREA NOT IN ANY MSA
	 *
	  	305 Christiana Mall Sp. #327	  	Newark	  	DE	  		  	*	  	Banana Republic	  	Wilmington et al, DE-MD
	 *
	  	4737 Concord Pike #300	  	Wilmington	  	DE	  		  	*	  	Gap	  	Wilmington et al, DE-MD
	 *
	  	715 Christiana Mall	  	Newark	  	DE	  		  	*	  	Gap	  	Wilmington et al, DE-MD
	 *
	  		  	Jacksonville	  	FL	  	32246	  		  	Gap	  	
	 *
	  		  	West Pal	  	fl	  	33414	  		  	GAP	  	
	 *
	  	10801 Corkscrew Rd	  	Estero	  	FL	  	33928	  		  	BRF	  	
	 *
	  	10801 Corkscrew Rd	  	Estero	  	FL	  	33928	  		  	OUT	  	
	 *
	  	2700 State Road 16	  	St. Augustine	  	FL	  	32092	  		  	BRF	  	
	 *
	  	1824 94th Drive	  	Vero Beach	  	FL	  	32966	  		  	BRF	  	
	 *
	  	3885 N.E. 163rd Street	  	North Miami Beach	  	FL	  		  	*	  	Gap Inc. Outlet	  	Miami, FL
	 *
	  	7795 W. Flagler St.	  	Miami	  	FL	  		  	*	  	Gap Inc. Outlet	  	Miami, FL
	 *
	  	15661 South Apopka Vineland Rd, suite#	  	Lake Buena Vista	  	FL	  		  	*	  	Gap Inc. Outlet	  	Orlando, FL
	 *
	  	4200 Conroy Road	  	Orlando	  	FL	  		  	*	  	Banana Republic	  	Orlando, FL
	 *
	  	10300 W FOREST HILLS BLVD	  	Wellington	  	FL	  		  	*	  	Banana Republic	  	West Plm Beach et al, FL
	 *
	  		  	Jacksonville	  	FL	  	32246	  		  	BR	  	
	 *
	  	10562 Emerald CST Parkway West	  	Destin	  	FL	  		  	*	  	Gap Inc. Outlet	  	FL AREA NOT IN ANY MSA
	 *
	  	5657 Factory Shops Blvd.	  	Ellenton	  	FL	  		  	*	  	Gap Inc. Outlet	  	Sarasota et al, FL
	 *
	  	2223 N WEST SHORE BLVD	  	TAMPA	  	FL	  	33607-1411	  		  	BR	  	
	 *
	  	2281 Town Center Ave	  	Viera	  	FL	  	32940	  		  	ON	  	
	 *
	  		  	Jacksonville	  	FL	  	32246	  		  	ON	  	
	 *
	  	8201 S Tamaimi Trail Sp 598	  	Sarasota	  	FL	  		  	*	  	Gap	  	Sarasota et al, FL
	 *
	  	288 Westshore Plaza	  	Tampa	  	FL	  		  	*	  	Gap	  	Tampa et al, FL
	 *
	  	27001 US Hwy 19 North Suite 2059	  	Clearwater	  	FL	  		  	*	  	Gap	  	Tampa et al, FL
	 *
	  	9409 Hwy 19	  	Port Richey	  	FL	  		  	*	  	Gap	  	Tampa et al, FL
	 *
	  	420 Brandon Town Center	  	Brandon	  	FL	  		  	*	  	Gap	  	Tampa et al, FL
	 *
	  	6901 22nd Avenue #832/834	  	St. Petersburg	  	FL	  		  	*	  	Gap	  	Tampa et al, FL
	 *
	  	3501 South Tamiami, Space # 107	  	Sarasota	  	FL	  		  	*	  	Gap	  	Sarasota et al, FL
	 *
	  	7917 Citrus Park Mall sp# 510	  	Tampa	  	FL	  		  	*	  	Gap	  	Tampa et al, FL
	 *
	  	3800 US Highway 98 North	  	Lakeland	  	FL	  		  	*	  	Gap	  	Lakeland et al, FL
	 *
	  	9501 Arlington Expressway	  	Jacksonville	  	FL	  		  	*	  	Gap	  	Jacksonville, FL
	 *
	  	1910 Wells Rd	  	Orange Park	  	FL	  		  	*	  	Gap	  	Jacksonville, FL
	 *
	  	10300 Southside Blvd Space #109	  	Jacksonville	  	FL	  		  	*	  	Gap	  	Jacksonville, FL
	 *
	  	6655 Newberry Rd	  	Gainesville	  	FL	  		  	*	  	Gap	  	Gainesville, FL
	 *
	  	451 E. Altamonte Dr	  	Altamonte Springs	  	FL	  		  	*	  	Gap	  	Orlando, FL
	 *
	  	8001 S Orange Blossom Tr #628	  	Orlando	  	FL	  		  	*	  	Gap	  	Orlando, FL
	 *
	  	400 Park Ave. South Suite 155	  	Winter Park	  	FL	  		  	*	  	Gap	  	Orlando, FL



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	15 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	136 Town Center Circle, Sp. B-10	  	Sanford	  	FL	  		  	*	  	Gap	  	Orlando, FL
	 *
	  	3100 SW College Road #538	  	Ocala	  	FL	  		  	*	  	Gap	  	Ocala, FL
	 *
	  	1700 Volusia Ave #248	  	Daytona Beach	  	FL	  		  	*	  	Gap	  	Daytona Beach, FL
	 *
	  	9501 Arlington Expressway, Space #400	  	Jacksonville	  	FL	  		  	*	  	Old Navy	  	Jacksonville, FL
	 *
	  	1910 Wells Road	  	Orange Park	  	FL	  		  	*	  	Old Navy	  	Jacksonville, FL
	 *
	  	2110 University Square Mall	  	Tampa	  	FL	  		  	*	  	Old Navy	  	Tampa et al, FL
	 *
	  	3800 US Hwy. 98 North #540	  	Lakeland	  	FL	  		  	*	  	Old Navy	  	Lakeland et al, FL
	 *
	  	2500 W. Int’l Speedway Blvd. Suite 500	  	Daytona Beach	  	FL	  		  	*	  	Old Navy	  	Daytona Beach, FL
	 *
	  	7220 N. Kendall Dr.	  	Miami	  	FL	  		  	*	  	Old Navy	  	Miami, FL
	 *
	  	5100 N. 9th Ave. Sp C315A	  	Pensacola	  	FL	  		  	*	  	Old Navy	  	Pensacola, FL
	 *
	  	4995 S. Cleveland Ave.	  	Ft. Myers	  	FL	  		  	*	  	Old Navy	  	Fort Myers et al, FL
	 *
	  	9197 West Atlantic Blvd. Sp 9197	  	Coral Springs	  	FL	  		  	*	  	Old Navy	  	Fort Lauderdale, FL
	 *
	  	8001 South Orange Blossom Trail, space	  	Orlando	  	FL	  		  	*	  	Old Navy	  	Orlando, FL
	 *
	  	303 U.S. 301 Blvd. West, Sp. 613	  	Bradenton	  	FL	  		  	*	  	Old Navy	  	Sarasota et al, FL
	 *
	  	1441 Tamiami Trail, Sp 649	  	Port Charlotte	  	FL	  		  	*	  	Old Navy	  	Punta Gorda, FL
	 *
	  	3174 NW Federal Highway, Sp. 3160	  	Jensen Beach	  	FL	  		  	*	  	Old Navy	  	Fort Pierce et al, FL
	 *
	  	6549 S. Tamiami Trail	  	Sarasota	  	FL	  		  	*	  	Old Navy	  	Sarasota et al, FL
	 *
	  	1455 NW 107th Ave, Rm 194	  	Miami	  	FL	  		  	*	  	Old Navy	  	Miami, FL
	 *
	  	3200 N. Federal Highway sp. 501	  	Fort Lauderdale	  	FL	  		  	*	  	Old Navy	  	Fort Lauderdale, FL
	 *
	  	2566 East Colonial Drive	  	Orlando	  	FL	  		  	*	  	Old Navy	  	Orlando, FL
	 *
	  	5498 Touchtone Dr.	  	Orlando	  	FL	  		  	*	  	Old Navy	  	Orlando, FL
	 *
	  	3942 S.W. Archer Road #107	  	Gainesville	  	FL	  		  	*	  	Old Navy	  	Gainesville, FL
	 *
	  	11830 Pines Blvd., Bldg. F	  	Pembroke Pines	  	FL	  		  	*	  	Old Navy	  	Fort Lauderdale, FL
	 *
	  	9401 West Colonial Drive #360	  	Ocoee	  	FL	  		  	*	  	Old Navy	  	Orlando, FL
	 *
	  	13605 S. Dixie Hwy #130	  	Miami	  	FL	  		  	*	  	Old Navy	  	Miami, FL
	 *
	  	2497 Okeechobee Blvd #A	  	West Palm Beach	  	FL	  		  	*	  	Old Navy	  	West Plm Beach et al, FL
	 *
	  	373 N. Congress Avenue	  	Boynton Beach	  	FL	  		  	*	  	Old Navy	  	West Plm Beach et al, FL
	 *
	  	23674 US Highway 19 North #13	  	Clearwater	  	FL	  		  	*	  	Old Navy	  	Tampa et al, FL
	 *
	  	19225 Biscayne Blvd.	  	Aventura	  	FL	  		  	*	  	Old Navy	  	Miami, FL
	 *
	  	1900 9th St. North - Sp. M5	  	Naples	  	FL	  		  	*	  	Old Navy	  	Naples, FL
	 *
	  	2415 N. Monroe Street, Space #303 Lwr	  	Tallahassee	  	FL	  		  	*	  	Old Navy	  	Tallahassee, FL
	 *
	  	3801 Oakwood Drive	  	Hollywood	  	FL	  		  	*	  	Old Navy	  	Fort Lauderdale, FL
	 *
	  	11531 NW 12th St.	  	Miami	  	FL	  		  	*	  	Old Navy	  	Miami, FL
	 *
	  	Paradise Key S/C, SP G	  	Destin	  	FL	  		  	*	  	Old Navy	  	Fort Walton Beach, FL
	 *
	  	6000 W. Glades Road, SP 1002-A	  	Boca Raton	  	FL	  		  	*	  	Old Navy	  	West Plm Beach et al, FL
	 *
	  	8715 South West 124th Ave	  	Miami	  	FL	  		  	*	  	Old Navy	  	Miami, FL
	 *
	  	403 N. Alafaya Trail, Sp 6	  	Orlando	  	FL	  		  	*	  	Old Navy	  	Orlando, FL
	 *
	  	300 Mary Esther Blvd., Sp 8H	  	Ft. Walton	  	FL	  		  	*	  	Old Navy	  	Fort Walton Beach, FL
	 *
	  	82 Vineland Ave space 400	  	Orlando	  	FL	  		  	*	  	Gap Inc. Outlet	  	Orlando, FL
	 *
	  	12801 West Sunrise Blvd.	  	Sunrise	  	FL	  		  	*	  	Gap Inc. Outlet	  	Fort Lauderdale, FL
	 *
	  	8000 W. Broward Blvd	  	Plantation	  	FL	  		  	*	  	Gap	  	Fort Lauderdale, FL
	 *
	  	1966 Tamiami Trail North	  	Naples	  	FL	  		  	*	  	Gap	  	Naples, FL
	 *
	  	1801 Palm Beach Lake Rd.	  	West Palm Beach	  	FL	  		  	*	  	Gap	  	West Plm Beach et al, FL
	 *
	  	4125 Cleveland Ave #71	  	Fort Myers	  	FL	  		  	*	  	Gap	  	Fort Myers et al, FL
	 *
	  	2516 E. Sunrise Blvd #K-9	  	Ft. Lauderdale	  	FL	  		  	*	  	Gap	  	Fort Lauderdale, FL



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	16 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	19501 Biscayne Blvd., Sp. #439/447	  	N. Miami Beach	  	FL	  		  	*	  	Gap	  	Miami, FL
	 *
	  	9541 Atlantic Blvd.	  	Coral Springs	  	FL	  		  	*	  	Gap	  	Fort Lauderdale, FL
	 *
	  	801 N. Congress Ave. #295	  	Boynton Beach	  	FL	  		  	*	  	Gap	  	West Plm Beach et al, FL
	 *
	  	6000 Glades Rd #329	  	Boca Raton	  	FL	  		  	*	  	Gap	  	West Plm Beach et al, FL
	 *
	  	3174 Northwest Federal Hwy SP# 3440	  	Jensen Beach	  	FL	  		  	*	  	Gap	  	Fort Pierce et al, FL
	 *
	  	3101 PGA Blvd. Sp. 223	  	Palm Beach	  	FL	  		  	*	  	Gap	  	West Plm Beach et al, FL
	 *
	  	8888 S.W. 136th ST	  	Miami	  	FL	  		  	*	  	Gap	  	Miami, FL
	 *
	  	401 Biscayne Blvd #R103	  	Miami	  	FL	  		  	*	  	Gap	  	Miami, FL
	 *
	  	3015 Grand Ave #101	  	Coconut Grove	  	FL	  		  	*	  	Gap	  	Miami, FL
	 *
	  	7271 Dadeland Mall, sp. 3250/3260	  	Miami	  	FL	  		  	*	  	Gap	  	Miami, FL
	 *
	  	9700 Collins Avenue #269	  	Bal Harbour	  	FL	  		  	*	  	Gap	  	Miami, FL
	 *
	  	5415 Tamiami Trail North #310	  	Naples	  	FL	  		  	*	  	Gap	  	Naples, FL
	 *
	  	11401 Pines Blvd	  	Pembroke Pines	  	FL	  		  	*	  	Gap	  	Fort Lauderdale, FL
	 *
	  	8705 S. WEST 124TH AVE	  	Miami	  	FL	  		  	*	  	Gap	  	Miami, FL
	 *
	  	673 Collins Ave., Sp. 1	  	Miami Beach	  	FL	  		  	*	  	Gap	  	Miami, FL
	 *
	  	6200 20th St., Sp. 412	  	Vero Beach	  	FL	  		  	*	  	Gap	  	FL AREA NOT IN ANY MSA
	 *
	  	5701 Sunset Dr., Suite 274	  	South Miami	  	FL	  		  	*	  	Gap	  	Miami, FL
	 *
	  	13499 U.S. 41, Suite . 135	  	Ft. Meyers	  	FL	  		  	*	  	Gap	  	Fort Myers et al, FL
	 *
	  	1455 NW 107th Ave.	  	Miami	  	FL	  		  	*	  	Gap	  	Miami, FL
	 *
	  	19501 Biscayne Blvd., Sp. #745	  	Aventura	  	FL	  		  	*	  	Gap	  	Miami, FL
	 *
	  	1700 W. New Haven Ave	  	Melbourne	  	FL	  		  	*	  	Gap	  	Melbourne et al, FL
	 *
	  	1001-1009 Lincoln Road	  	Miami Beach	  	FL	  		  	*	  	Gap	  	Miami, FL
	 *
	  	701 South RoseMary Ave	  	West Palm Beach	  	FL	  		  	*	  	Gap	  	West Plm Beach et al, FL
	 *
	  	2100 S. University Dr.	  	Davie	  	FL	  		  	*	  	Old Navy	  	Fort Lauderdale, FL
	 *
	  	9409 US highway 19 Ste107A	  	Port Richey	  	FL	  		  	*	  	Old Navy	  	Tampa et al, FL
	 *
	  	250 Westshore Plaza	  	Tampa	  	FL	  		  	*	  	Old Navy	  	Tampa et al, FL
	 *
	  	550 North State Rd. 7	  	Royal Palm Beach	  	FL	  		  	*	  	Old Navy	  	West Plm Beach et al, FL
	 *
	  	1564 Governors Square Blvd.	  	Tallahassee	  	FL	  		  	*	  	Old Navy	  	Tallahassee, FL
	 *
	  	4200 Conroy Road	  	Orlando	  	FL	  		  	*	  	Gap	  	Orlando, FL
	 *
	  	5100 North 9th Ave	  	Pensacola	  	FL	  		  	*	  	Gap	  	Pensacola, FL
	 *
	  	1500 Apalachee Parkway	  	Tallahassee	  	FL	  		  	*	  	Gap	  	Tallahassee, FL
	 *
	  	2414 North Monroe Street	  	Tallahassee	  	FL	  		  	*	  	Gap	  	Tallahassee, FL
	 *
	  	2164 Martin Luther King Jr. Blvd.	  	Panama City	  	FL	  		  	*	  	Gap	  	Panama City, FL
	 *
	  	300 Mary Esther Blvd. Suite 1F	  	Mary Esther	  	FL	  		  	*	  	Gap	  	Fort Walton Beach, FL
	 *
	  	7171 N. Davis Highway	  	Pensacola	  	FL	  		  	*	  	Gap	  	Pensacola, FL
	 *
	  	1900 9th Street North - Sp. L-5	  	Naples	  	FL	  		  	*	  	Gap	  	Naples, FL
	 *
	  	9700 Collins Avenue	  	Bal Harbour	  	FL	  		  	*	  	Gap	  	Miami, FL
	 *
	  	701 South RoseMary Ave	  	West Palm Beach	  	FL	  		  	*	  	Banana Republic	  	West Plm Beach et al, FL
	 *
	  	5401 W. Oakridge Road Suite #17	  	Orlando	  	FL	  		  	*	  	Gap Inc. Outlet	  	Orlando, FL
	 *
	  	10676 Highway 98 East #141-142	  	Destin	  	FL	  		  	*	  	Gap Inc. Outlet	  	FL AREA NOT IN ANY MSA
	 *
	  	2700 State Rd 16 Space 101	  	St. Augustine	  	FL	  		  	*	  	Gap Inc. Outlet	  	Jacksonville, FL
	 *
	  	12801 West Sunrise Blvd #	  	Sunrise	  	FL	  		  	*	  	Gap Inc. Outlet	  	Fort Lauderdale, FL
	 *
	  	15807 Apopka Vineland	  	Orlando	  	FL	  		  	*	  	Gap Inc. Outlet	  	Orlando, FL
	 *
	  	5141 Factory Shops Space # 675	  	Ellenton	  	FL	  		  	*	  	Gap Inc. Outlet	  	Sarasota et al, FL
	 *
	  	250 East Palm Drive	  	Florida City	  	FL	  		  	*	  	Gap Inc. Outlet	  	Miami, FL



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	17 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	 	 Street Address
	 	City	 	State	 	Zip	 	NPA-NXX	 	Division	 	 Metropolitan Area

	 *
	 	20350 Summerline Road	 	Fort Meyers	 	FL	 		 	*	 	Gap Inc. Outlet	 	Fort Myers et al, FL
	 *
	 	8888 SW 136th ST	 	Miami	 	FL	 		 	*	 	Banana Republic	 	Miami, FL
	 *
	 	2584 E. Sunrise Blvd. Space J18	 	Fort Lauderdale	 	FL	 		 	*	 	Banana Republic	 	Fort Lauderdale, FL
	 *
	 	6000 West Glades Rd	 	Boca Raton	 	FL	 		 	*	 	Banana Republic	 	West Plm Beach et al, FL
	 *
	 	9700 Colins Ave Space 246	 	Bal Harbour	 	FL	 		 	*	 	Banana Republic	 	Miami, FL
	 *
	 	5555 Tamiami Trail North	 	Naples	 	FL	 		 	*	 	Banana Republic	 	Naples, FL
	 *
	 	3101 PGA Blvd Space #Q219	 	Palm Beach Gardens	 	FL	 		 	*	 	Banana Republic	 	West Plm Beach et al, FL
	 *
	 	2911 Grand Avenue	 	Coconut Grove	 	FL	 		 	*	 	Banana Republic	 	Miami, FL
	 *
	 	800 Collins Avenue	 	South Miami Beach	 	FL	 		 	*	 	Banana Republic	 	Miami, FL
	 *
	 	451 Almonte Ave., Suite 537-541	 	Altamonte Springs	 	FL	 		 	*	 	Banana Republic	 	Orlando, FL
	 *
	 	19575 Biscayne Blvd., #1625	 	Aventura	 	FL	 		 	*	 	Banana Republic	 	Miami, FL
	 *
	 	8001 S. Orange Blossom Trial	 	Orlando	 	FL	 		 	*	 	Banana Republic	 	Orlando, FL
	 *
	 	5701 Sunset Dr. Suite #226	 	Miami	 	FL	 		 	*	 	Banana Republic	 	Miami, FL
	 *
	 	425 Plaza Real	 	Boca Raton	 	FL	 		 	*	 	Banana Republic	 	West Plm Beach et al, FL
	 *
	 	7401 N. Candle Dr., Sp. #1670	 	Miami	 	FL	 		 	*	 	Banana Republic	 	Miami, FL
	 *
	 	92 Southgate Plaza	 	Sarasota	 	FL	 		 	*	 	Banana Republic	 	Sarasota et al, FL
	 *
	 	1500 Apalachee Parkwary #2032 & 2034	 	Tallahassee	 	FL	 		 	*	 	Banana Republic	 	Tallahassee, FL
	 *
	 	10300 Southside Blvd.	 	Jacksonville	 	FL	 		 	*	 	Banana Republic	 	Jacksonville, FL
	 *
	 	281 Westshore Plaza Sp #C8	 	Tampa	 	FL	 		 	*	 	Banana Republic	 	Tampa et al, FL
	 *
	 	7964 Citrus Park Town Center Sp. #860	 	Tampa	 	FL	 		 	*	 	Banana Republic	 	Tampa et al, FL
	 *
	 	1100 Lincoln Road	 	Miami Beach	 	FL	 		 	*	 	Banana Republic	 	Miami, FL
	 *
	 	501 Duval Street	 	Key West	 	FL	 		 	*	 	Banana Republic	 	FL AREA NOT IN ANY MSA
	 *
	 	13499 US hwy 41 S.E.	 	Ft. Myers	 	FL	 		 	*	 	Banana Republic	 	Fort Myers et al, FL
	 *
	 	Space #498	 	Boca Raton	 	FL	 		 	*	 	Gap	 	West Plm Beach et al, FL
	 *
	 	7615 Dadeland Blvd. (Temp-7521 - sp - 12	 	Miami	 	FL	 		 	*	 	Gap	 	Miami, FL
	 *
	 	8888 SW 136th Street	 	Miami	 	FL	 	33176	 		 	BBY	 	
	 *
	 		 	West Palm	 	FL	 	33414	 		 	KID	 	
	 *
	 		 	Naples	 	FL	 	34108	 		 	GAP	 	
	 *
	 	451 East Altamonte Drive	 	Altamonte Springs	 	FL	 	2886	 		 	KIDS/BABY	 	
	 *
	 	19757 Biscayne Blvd., Sp. #331	 	Miami	 	FL	 		 	*	 	Gap	 	Miami, FL
	 *
	 	2974-2982 Grand Avenue	 	Coconut Grove	 	FL	 	33133	 		 	KIDS/BABY	 	
	 *
	 	7589 Dadeland Mall Sp 2140	 	Miami	 	FL	 		 	*	 	Gap	 	Miami, FL
	 *
	 	200 Town Center Circle, Sp.B9	 	Sanford	 	FL	 		 	*	 	Gap	 	Orlando, FL
	 *
	 	253 West Shore Plaza, Sp. 314	 	Tampa	 	FL	 		 	*	 	Gap	 	Tampa et al, FL
	 *
	 	6901 22nd Ave North	 	St. Petersburg	 	FL	 		 	*	 	Gap	 	Tampa et al, FL
	 *
	 		 	Jacksonville	 	FL	 	32246	 		 	KID	 	
	 *
	 	6000 Glades Road	 	Boca Raton	 	FL	 		 	*	 	Gap	 	West Plm Beach et al, FL
	 *
	 	3101 PGA Blvd	 	Palm Beach Gardens	 	FL	 		 	*	 	Gap	 	West Plm Beach et al, FL
	 *
	 	401 Biscayne Blvd #N-139	 	Miami	 	FL	 		 	*	 	Gap	 	Miami, FL
	 *
	 	8001 South Orange Blossom Space #598	 	Orlando	 	FL	 	32809	 		 	KIDS/BABY	 	
	 *
	 	10300 Southside Blvd Space #108	 	Jacksonville	 	FL	 		 	*	 	Gap	 	Jacksonville, FL
	 *
	 	27001 US Hwy 19 North	 	Clearwater	 	FL	 		 	*	 	Gap	 	Tampa et al, FL
	 *
	 	Building 50	 	Melbourne	 	FL	 	32940	 		 	BBY	 	
	 *
	 	4400 Ashford/Dunwoody, 2222-2224	 	Atlanta	 	GA	 		 	*	 	Gap	 	#N/A
	 *
	 	3393 Peachtree NE Space 3044 & 3045	 	Atlanta	 	GA	 		 	*	 	Gap	 	#N/A



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	18 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	1321 Cumberland Mall	  	Atlanta	  	GA	  		  	*	  	Gap	  	#N/A
	 *
	  	2100 Pleasant Hill Rd Suite #161	  	Duluth	  	GA	  		  	*	  	Gap	  	#N/A
	 *
	  	400 ERNEST BARRETT PKWY	  	Kennesaw	  	GA	  		  	*	  	Gap	  	#N/A
	 *
	  	1082 North Point Circle	  	Alpharetta	  	GA	  		  	*	  	Gap	  	#N/A
	 *
	  	4475 Roswell Road	  	Marietta	  	GA	  		  	*	  	Gap	  	#N/A
	 *
	  	915 Mount Berry Square	  	Rome	  	GA	  		  	*	  	Gap	  	GA AREA NOT IN ANY MSA
	 *
	  	3333 Buford Drive Sp. 1090	  	Buford	  	GA	  		  	*	  	Gap	  	#N/A
	 *
	  	6588 Douglas Blvd suite 2090	  	Douglasville	  	GA	  		  	*	  	Gap	  	#N/A
	 *
	  	3700 Atlanta Highway	  	Athens	  	GA	  		  	*	  	Gap	  	#N/A
	 *
	  	3500 Peachtree Rd., NE., Suite #E18, 19	  	Atlanta	  	GA	  		  	*	  	Gap	  	#N/A
	 *
	  	214 City Circle	  	Peachtree	  	GA	  		  	*	  	Gap	  	#N/A
	 *
	  	1905 Scenic Hwy/Hwy 124 bldg 10000	  	Snellville	  	GA	  		  	*	  	Gap	  	#N/A
	 *
	  	2929 Turner Hill Road	  	Lithonia	  	GA	  		  	*	  	Gap	  	#N/A
	 *
	  	800 Highway 400 South	  	Dawsonville	  	GA	  		  	*	  	Gap Inc. Outlet	  	#N/A
	 *
	  	1000 Stanley K Tanger Blvd.	  	Locust Grove	  	GA	  		  	*	  	Gap Inc. Outlet	  	#N/A
	 *
	  	111 Tanger Dr.	  	Commerce	  	GA	  		  	*	  	Gap Inc. Outlet	  	GA AREA NOT IN ANY MSA
	 *
	  	1000 Tanger Dr. Sp203A	  	Locust Grove	  	GA	  		  	*	  	Gap Inc. Outlet	  	#N/A
	 *
	  	455 Belwood Road	  	Calhoun	  	GA	  		  	*	  	Gap Inc. Outlet	  	GA AREA NOT IN ANY MSA
	 *
	  	7804 Abercorn Street	  	Savannah	  	GA	  	31406	  		  	ON	  	
	 *
	  	McEver Rd & Dawsonville Hwy	  	Gainesville	  	GA	  	30501	  		  	ON	  	
	 *
	  	3661 Eisenhower Parkway Sp. 204	  	Macon	  	GA	  		  	*	  	Gap	  	Macon, GA
	 *
	  	7804 Abercorn St /rel from 7 to #Sp. 6	  	Savannah	  	GA	  		  	*	  	Gap	  	Savannah, GA
	 *
	  	14045 Abercorn St	  	Savannah	  	GA	  		  	*	  	Gap	  	Savannah, GA
	 *
	  	100 Mall Blvd # D-3	  	Brunswick	  	GA	  		  	*	  	Gap	  	GA AREA NOT IN ANY MSA
	 *
	  	122 W. Broughton Ave.	  	Savannah	  	GA	  		  	*	  	Gap	  	Savannah, GA
	 *
	  	591 Bullsboro Drive	  	Newnan	  	GA	  		  	*	  	Old Navy	  	#N/A
	 *
	  	3650 Atlanta Hwy 78	  	Athens	  	GA	  		  	*	  	Old Navy	  	#N/A
	 *
	  	5145 Peachtree Parkway	  	Norcross	  	GA	  		  	*	  	Old Navy	  	#N/A
	 *
	  	3131 Columbia - Manchester Expwy, 74-75	  	Columbus	  	GA	  		  	*	  	Gap	  	Columbus, GA-AL
	 *
	  	2601 Dawson Road	  	Albany	  	GA	  		  	*	  	Gap	  	#N/A
	 *
	  	2255 Pleasant Hill Road, Sp 450	  	Duluth	  	GA	  		  	*	  	Old Navy	  	#N/A
	 *
	  	6100 North Point Parkway	  	Alpharetta	  	GA	  		  	*	  	Old Navy	  	#N/A
	 *
	  	740 Barrett Parkway #200	  	Kennesaw	  	GA	  		  	*	  	Old Navy	  	#N/A
	 *
	  	1865 B. Mt. Zion Rd.	  	Morrow	  	GA	  		  	*	  	Old Navy	  	#N/A
	 *
	  	5370 Hwy 78 Suite 500	  	Stone Mountain	  	GA	  		  	*	  	Old Navy	  	#N/A
	 *
	  	116 Pavilion Parkway	  	Fayetteville	  	GA	  		  	*	  	Old Navy	  	#N/A
	 *
	  	1 Buckhead Loop, NE	  	Atlanta	  	GA	  		  	*	  	Old Navy	  	#N/A
	 *
	  	1291 Johnson Ferry Road #800	  	Marietta	  	GA	  		  	*	  	Old Navy	  	#N/A
	 *
	  	1161 Hammond Dr., Suite 140	  	Atlanta	  	GA	  		  	*	  	Old Navy	  	#N/A
	 *
	  	219 Robert C. Daniel Parkway	  	Augusta	  	GA	  		  	*	  	Old Navy	  	#N/A
	 *
	  	3661 Eisenhower Parkway #64	  	Macon	  	GA	  		  	*	  	Old Navy	  	Macon, GA
	 *
	  	3101 Cobb Parkway	  	Atlanta	  	GA	  		  	*	  	Old Navy	  	#N/A
	 *
	  	4155 Austell Rd, Suite 200	  	Austell	  	GA	  		  	*	  	Old Navy	  	#N/A
	 *
	  	5555 Whittlesey Blvd, sp 2700	  	Columbus	  	GA	  		  	*	  	Old Navy	  	Columbus, GA-AL
	 *
	  	3379 Buford Drive, Sp 1022	  	Buford	  	GA	  		  	*	  	Old Navy	  	#N/A



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	19 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	 	 Street Address
	 	 City
	 	 State
	 	 Zip
	 	 NPA-NXX
	 	 Division
	 	 Metropolitan Area

	 *
	 	6588 Douglas Blvd. Space E-2	 	Douglasville	 	GA	 		 	*	 	Old Navy	 	#N/A
	 *
	 	2059 Scenic Hwy #106	 	Snellville	 	GA	 		 	*	 	Old Navy	 	#N/A
	 *
	 	2049 Augusta Mall	 	Augusta	 	GA	 		 	*	 	Gap	 	#N/A
	 *
	 	1590 Dogwood Drive	 	Conyers	 	GA	 		 	*	 	Old Navy	 	#N/A
	 *
	 	2601 Dawson Road,	 	Albany	 	GA	 		 	*	 	Old Navy	 	#N/A
	 *
	 	122 Woodstock Square Ave.	 	Woodstock	 	GA	 		 	*	 	Old Navy	 	#N/A
	 *
	 	800 Highway 400 South, Suite 973	 	Dawsonville	 	GA	 		 	*	 	Gap Inc. Outlet	 	#N/A
	 *
	 	800 Steven B. Tanger Blvd., Sp 1005	 	Commerce	 	GA	 		 	*	 	Gap Inc. Outlet	 	GA AREA NOT IN ANY MSA
	 *
	 	4800 Briarcliff Road, Sp. 1038	 	Atlanta	 	GA	 		 	*	 	Old Navy	 	#N/A
	 *
	 	2620 Carl Vinson Pkwy	 	Warner Robins	 	GA	 		 	*	 	Old Navy	 	Macon, GA
	 *
	 	4653 Presidentil Pkwy.	 	Macon	 	GA	 		 	*	 	Old Navy	 	Macon, GA
	 *
	 	2601 Dawson Rd.	 	Albany	 	GA	 		 	*	 	Gap	 	#N/A
	 *
	 	121-125 West Broughton St.	 	Savannah	 	GA	 		 	*	 	Banana Republic	 	Savannah, GA
	 *
	 	455 Belwood Road	 	Calhoun	 	GA	 		 	*	 	Gap Inc. Outlet	 	GA AREA NOT IN ANY MSA
	 *
	 	One Magnolia Bluff, sp 555	 	Darlen	 	GA	 		 	*	 	Gap Inc. Outlet	 	GA AREA NOT IN ANY MSA
	 *
	 	800 Steven B. Tanger Blvd., #209	 	Commerce	 	GA	 		 	*	 	Gap Inc. Outlet	 	GA AREA NOT IN ANY MSA
	 *
	 	800 Hwy. 400 S. # 300	 	Dawsonville	 	GA	 		 	*	 	Gap Inc. Outlet	 	#N/A
	 *
	 	5327 Mill Store Road	 	Lake Park	 	GA	 		 	*	 	Gap Inc. Outlet	 	GA AREA NOT IN ANY MSA
	 *
	 	3393 Peachtree Road, NE	 	Atlanta	 	GA	 		 	*	 	Banana Republic	 	#N/A
	 *
	 	4400 Ashford Dunwoody	 	Atlanta	 	GA	 		 	*	 	Banana Republic	 	#N/A
	 *
	 	1082 North Point Circle	 	Alpharetta	 	GA	 		 	*	 	Banana Republic	 	#N/A
	 *
	 	4200 Paces Ferry Road	 	Atlanta	 	GA	 		 	*	 	Banana Republic	 	#N/A
	 *
	 	4475 Roswell Rd., Suite 920, Bldg D	 	Atlanta	 	GA	 		 	*	 	Banana Republic	 	#N/A
	 *
	 	3333 Buford Dr., Suite 1058	 	Buford	 	GA	 		 	*	 	Banana Republic	 	#N/A
	 *
	 	220 City Circle	 	Peachtree	 	GA	 		 	*	 	Banana Republic	 	#N/A
	 *
	 	3393 Peachtree Rd. - Sp. 4047	 	Atlanta	 	GA	 		 	*	 	Gap	 	#N/A
	 *
	 	3393 Peach Tree Road NE #3099	 	Atlanta	 	GA	 		 	*	 	Gap	 	#N/A
	 *
	 	3450 Wrightsbord Road	 	Augusta	 	GA	 		 	*	 	Gap	 	#N/A
	 *
	 	400 Ernest Barret Pkwy #4020	 	Kennesaw	 	GA	 		 	*	 	Gap	 	#N/A
	 *
	 	1450 Ala Moana #2217	 	Honolulu	 	HI	 		 	*	 	Gap	 	Honolulu, HI
	 *
	 	98-1005 Moanalua Rd sp# 240	 	Aiea	 	HI	 		 	*	 	Gap	 	Honolulu, HI
	 *
	 	4211 Waialae Ave	 	Honolulu	 	HI	 		 	*	 	Gap	 	Honolulu, HI
	 *
	 	275 Kaahumanu Center	 	Kahului	 	HI	 		 	*	 	Gap	 	HI AREA NOT IN ANY MSA
	 *
	 	3750 Wailea Alanui Drive	 	Wailea	 	HI	 		 	*	 	Gap	 	HI AREA NOT IN ANY MSA
	 *
	 	900 Front St., Bldg., E-5	 	Lahaina	 	HI	 		 	*	 	Gap	 	HI AREA NOT IN ANY MSA
	 *
	 	270 Dairy Rd. Ste 120	 	Kahului	 	HI	 		 	*	 	Old Navy	 	HI AREA NOT IN ANY MSA
	 *
	 	94798 Lumiaina Street, Ste 411	 	Waipahu	 	HI	 		 	*	 	Gap Inc. Outlet	 	Honolulu, HI
	 *
	 	1450 Ala Moana Blvd. Sp 1011	 	Honolulu	 	HI	 		 	*	 	Old Navy	 	Honolulu, HI
	 *
	 	94-815 Lumiaina Street, Bldg. 6	 	Waipahu	 	HI	 		 	*	 	Old Navy	 	Honolulu, HI
	 *
	 	1450 Ala Moana Blvd #3009	 	Honolulu	 	HI	 		 	*	 	Banana Republic	 	Honolulu, HI
	 *
	 	4211 Waialae Ave, Sp W2	 	Honolulu	 	HI	 		 	*	 	Banana Republic	 	Honolulu, HI
	 *
	 	900 Front St., Sp C1	 	Lahaina	 	HI	 		 	*	 	Banana Republic	 	HI AREA NOT IN ANY MSA
	 *
	 	2080 Kalakaua Ave.	 	Honolulu	 	HI	 		 	*	 	Banana Republic	 	Honolulu, HI
	 *
	 	3750 Wailea Alanui Dr. Space A-47	 	Wailea	 	HI	 		 	*	 	Banana Republic	 	HI AREA NOT IN ANY MSA
	 *
	 	4211 Waialae Ave Spc B-6R	 	Honolulu	 	HI	 		 	*	 	Gap	 	Honolulu, HI



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	20 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	 	 Street Address
	 	City	 	State	 	Zip	 	NPA-NXX	 	Division	 	 Metropolitan Area

	 *
	 	4400 Sergeant Rd.	 	Sioux City	 	IA	 		 	*	 	Gap	 	Sioux City, IA-NE
	 *
	 	505 Tanger Dr.	 	Williamsburg	 	IA	 		 	*	 	Gap Inc. Outlet	 	Iowa City, IA
	 *
	 	60th & 335th Streets	 	Des Moines	 	IA	 	50266	 		 	ON	 	
	 *
	 	1451 Coral Ridge Avenue, Suite 1216	 	Coralville	 	IA	 		 	*	 	Old Navy	 	Iowa City, IA
	 *
	 	1551 Valley West Drive #117	 	W. Des Moines	 	IA	 		 	*	 	Gap	 	Des Moines, IA
	 *
	 	3800 Merle Hay Rd	 	Des Moines	 	IA	 		 	*	 	Gap	 	Des Moines, IA
	 *
	 	1111 E. Army Post Road, Sp. 134	 	Des Moines	 	IA	 		 	*	 	Gap	 	Des Moines, IA
	 *
	 	1451 Coral Ridge Mall	 	Coralville	 	IA	 		 	*	 	Gap	 	Iowa City, IA
	 *
	 	2060 Crossroads Blvd	 	Waterloo	 	IA	 		 	*	 	Gap	 	Waterloo et al, IA
	 *
	 	555 John F. Kennedy Road	 	Dubuque	 	IA	 		 	*	 	Gap	 	Dubuque, IA
	 *
	 	2801 Grand Avenue	 	Ames	 	IA	 		 	*	 	Gap	 	IA AREA NOT IN ANY MSA
	 *
	 	4444 1st Ave NE	 	Cedar Rapids	 	IA	 		 	*	 	Gap	 	Cedar Rapids, IA
	 *
	 	3800 Merle Hay Road, Suite 400	 	Des Moines	 	IA	 		 	*	 	Old Navy	 	Des Moines, IA
	 *
	 	345 Collins Rd. N.E.	 	Cedar Rapids	 	IA	 		 	*	 	Old Navy	 	Cedar Rapids, IA
	 *
	 	1751 Madison Avenue	 	Council Bluffs	 	IA	 		 	*	 	Old Navy	 	Omaha, NE-IA
	 *
	 	2060 Crossroads Center	 	Waterloo	 	IA	 		 	*	 	Old Navy	 	Waterloo et al, IA
	 *
	 	4014 East 53rd St.	 	Davenport	 	IA	 		 	*	 	Old Navy	 	Davenport et al, IA-IL
	 *
	 	2465 NW Arterial	 	Dubuque	 	IA	 		 	*	 	Old Navy	 	Dubuque, IA
	 *
	 	101 JORDAN CREEK PKWY	 	WEST DES MOINES	 	IA	 	50266-8115	 		 	GAP	 	
	 *
	 	1451 Coral Ridge Ave	 	Coralville	 	IA	 		 	*	 	Gap	 	Iowa City, IA
	 *
	 	245 Tanger Drive	 	Williamsburg	 	IA	 		 	*	 	Gap Inc. Outlet	 	Iowa City, IA
	 *
	 	1551 Valley West Drive Sp283	 	Des Moines	 	IA	 		 	*	 	Banana Republic	 	Des Moines, IA
	 *
	 	1551 35th Street #207	 	West Des Moines	 	IA	 		 	*	 	Gap	 	Des Moines, IA
	 *
	 	320 W. Kimberly Road	 	Davenport	 	IA	 		 	*	 	Gap	 	Davenport et al, IA-IL
	 *
	 	320 West Kimberley Space #41	 	Davenport	 	IA	 		 	*	 	Gap	 	Davenport et al, IA-IL
	 *
	 		 	WEST DES MOINES	 	IA	 	50266	 		 	BBY	 	
	 *
	 	2300 East 17th Street Sp # 1184	 	Idaho Falls	 	ID	 		 	*	 	Gap	 	ID AREA NOT IN ANY MSA
	 *
	 	350 N. Milwaukee	 	Boise	 	ID	 		 	*	 	Gap	 	Boise City, ID
	 *
	 	526 N. Milwaukee Street	 	Boise	 	ID	 		 	*	 	Old Navy	 	Boise City, ID
	 *
	 	3401 East Fairview Avenue	 	Meridian	 	ID	 		 	*	 	Old Navy	 	Boise City, ID
	 *
	 	2300 East 17th St., Ste. 1200	 	Idaho Falls	 	ID	 		 	*	 	Old Navy	 	ID AREA NOT IN ANY MSA
	 *
	 	2030 Bridgeview Blvd	 	Twin Falls	 	ID	 		 	*	 	Old Navy	 	ID AREA NOT IN ANY MSA
	 *
	 	350 North Milwaukee sp 1139	 	Boise	 	ID	 		 	*	 	Banana Republic	 	Boise City, ID
	 *
	 	3216 North Broadway Avenue	 	Chicago	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	Space G13	 	Vernon Hills	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	1324 Northbrook Court	 	Northbrook	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	835 North Michigan Ave - Sp. 406	 	Chicago	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	436 Orland Square Space #H-6	 	Orland Park	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	432 Oakbrook Center	 	Oakbrook	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	244 Yorktown Center	 	Lombard	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	195 Fox Valley Center	 	Aurora	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	Woodfield Mall Space #E123	 	Schaumburg	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	209 Stratford Square	 	Bloomingdale	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	560 Chicago Ridge Mall Sp A-5	 	Chicago	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	4131 Harlem Avenue	 	Norridge	 	IL	 		 	*	 	Old Navy	 	Chicago, IL



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	21 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	 	 Street Address
	 	City	 	State	 	Zip	 	NPA-NXX	 	Division	 	 Metropolitan Area

	 *
	 	3155 N. Lincoln Avenue	 	Chicago	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	275 Old Orchard Center Suite 5A	 	Skokie	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	225 Main Street	 	Naperville	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	435 North Harlem Ave.	 	Chicago	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	3333 West Touhy Ave	 	Lincolnwood	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	2778 N MILWAUKEE AVE	 	Chicago	 	IL	 		 	*	 	Gap Inc. Outlet	 	Chicago, IL
	 *
	 	585 East Palatine Road	 	Arlington Heights	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	1001 East 75th Street	 	Woodridge	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	0	 	Calumet City	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	1706 Sherman Street	 	Evanston	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	70 West Madison #3	 	Chicago	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	225 East Deerpath Suite 50	 	Lake Forest	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	555 N.Michigan	 	Chicago	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	101 S. WASHINGTON ST	 	Hinsdale	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	301 South Naperville Road	 	Wheaton	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	925 Green Bay Road #137	 	Hubbard Woods	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	2501 W. Wabash Ave.	 	Springfield	 	IL	 		 	*	 	Gap	 	Springfield, IL
	 *
	 	935 W. North Ave.	 	Chicago	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	2000 North Neil Street	 	Champaign	 	IL	 		 	*	 	Gap	 	Champaign et al, IL
	 *
	 	20530 North Rand Rd. Sp.#140	 	Deer Park	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	7501 W.Cermak Rd	 	North Riverside	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	214 Commons Drive	 	Geneva	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	COUNTY LINE ROAD & RANDALL ROAD	 	ALGONQUIN	 	IL	 	60102	 		 	Gap	 	
	 *
	 	5201 W WAR MEMORIAL DR	 	Peoria	 	IL	 		 		 	Old Navy	 	Peoria et al, IL
	 *
	 	107 St. Clair Square	 	Fairview Heights	 	IL	 		 	*	 	Gap	 	St. Louis, MO-IL
	 *
	 	1237 E.Main	 	Carbondale	 	IL	 		 	*	 	Gap	 	IL AREA NOT IN ANY MSA
	 *
	 		 	HUNTLEY	 	IL	 	60142	 		 	BRF	 	
	 *
	 	1650 Premium Outlets Blvd	 	Aurora	 	IL	 	60504	 		 	OUT	 	
	 *
	 	1650 Premium Outlets Blvd	 	Aurora	 	IL	 	60504	 		 	BRF	 	
	 *
	 	436 Orland Square Dr	 	Orland Park	 	IL	 		 	*	 	Banana Republic	 	Chicago, IL
	 *
	 	214 Commons Drive	 	Geneva	 	IL	 		 	*	 	Banana Republic	 	Chicago, IL
	 *
	 	5201 W WAR MEMORIAL DR	 	PEORIA	 	IL	 	61615-9261	 		 	BR	 	
	 *
	 	County Line & Randall Rd	 	Algonquin	 	IL	 	60102	 		 	ON	 	
	 *
	 	413 N MILWAUKEE AVE	 	VERNON HILLS	 	IL	 	60061	 		 	OLD NAVY	 	
	 *
	 		 	Calumet City	 	IL	 	60409	 		 	WHS	 	
	 *
	 	6011 N. Illinois St	 	Fairview heights	 	IL	 		 	*	 	Old Navy	 	St. Louis, MO-IL
	 *
	 	3261 S VETERANS PKWY	 	Springfield	 	IL	 		 	*	 	Old Navy	 	Springfield, IL
	 *
	 	330 E. Rand Road	 	Arlington Heights	 	IL	 	60004	 		 	ON	 	
	 *
	 	1237 E. Main St.	 	Carbondale	 	IL	 		 	*	 	Old Navy	 	IL AREA NOT IN ANY MSA
	 *
	 	3333 West Touhy Avenue, Sp B1	 	Lincolnwood	 	IL	 		 	*	 	Old Navy	 	Chicago, IL
	 *
	 	1596 N. Kingsbury	 	Chicago	 	IL	 		 	*	 	Old Navy	 	Chicago, IL
	 *
	 	253 Lincoln Mall - Space 266	 	Matteson	 	IL	 		 	*	 	Old Navy	 	Chicago, IL
	 *
	 	716 Town Center Boulevard	 	Champaign	 	IL	 		 	*	 	Old Navy	 	Champaign et al, IL
	 *
	 	6901 Grand Ave.	 	Gurnee	 	IL	 		 	*	 	Old Navy	 	Chicago, IL
	 *
	 	7501 W. Cermark Rd	 	North Riverside	 	IL	 		 	*	 	Old Navy	 	Chicago, IL



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	22 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	City	  	State	  	Zip	  	NPA-NXX	  	Division	  	 Metropolitan Area

	 *
	  	2711 Plainfield Rd.	  	Joliet	  	IL	  		  	*	  	Old Navy	  	Chicago, IL
	 *
	  	238 Commons Drive	  	Chicago Ridge	  	IL	  		  	*	  	Old Navy	  	Chicago, IL
	 *
	  	220 South Route 59 Ste #A2	  	Naperville	  	IL	  		  	*	  	Old Navy	  	Chicago, IL
	 *
	  	6630 East State St.	  	Rockford	  	IL	  		  	*	  	Old Navy	  	Rockford, IL
	 *
	  	138 Danada Square West	  	Wheaton	  	IL	  		  	*	  	Old Navy	  	Chicago, IL
	 *
	  	7601 South Cicero Ave	  	Chicago	  	IL	  		  	*	  	Old Navy	  	Chicago, IL
	 *
	  	2155 W. 22nd Street #6	  	Oakbrook	  	IL	  		  	*	  	Old Navy	  	Chicago, IL
	 *
	  	1498 Golf Road	  	Schaumburg	  	IL	  		  	*	  	Old Navy	  	Chicago, IL
	 *
	  	1730 West Fullerton Avenue	  	Chicago	  	IL	  		  	*	  	Old Navy	  	Chicago, IL
	 *
	  	35 N. State St & 1-17 E. Washington St	  	Chicago	  	IL	  		  	*	  	Old Navy	  	Chicago, IL
	 *
	  	346 W. Army Trail Road	  	Bloomingdale	  	IL	  		  	*	  	Old Navy	  	Chicago, IL
	 *
	  	1572 S. Randall Road	  	Geneva	  	IL	  		  	*	  	Old Navy	  	Chicago, IL
	 *
	  	417 N. Harlem Avenue	  	Oak Park	  	IL	  		  	*	  	Old Navy	  	Chicago, IL
	 *
	  	733 West Hickory            , Sp 1165	  	Forsyth	  	IL	  		  	*	  	Old Navy	  	Decatur, IL
	 *
	  	1615 E. Empire Street #1341	  	Bloomington	  	IL	  		  	*	  	Old Navy	  	Bloomington et al, IL
	 *
	  	9435 Skokie Blvd.	  	Skokie	  	IL	  		  	*	  	Old Navy	  	Chicago, IL
	 *
	  	120 Orland Park Place, Space 102	  	Orland Park	  	IL	  		  	*	  	Old Navy	  	Chicago, IL
	 *
	  	6170 West Grand Avenue	  	Gurnee	  	IL	  		  	*	  	Gap Inc. Outlet	  	Chicago, IL
	 *
	  	7220-A Dempster Street	  	Morton Grove	  	IL	  		  	*	  	Old Navy	  	Chicago, IL
	 *
	  	1150 75th Street	  	Downers Grove	  	IL	  		  	*	  	Old Navy	  	Chicago, IL
	 *
	  	4905 West North Ave.	  	Chicago	  	IL	  		  	*	  	Old Navy	  	Chicago, IL
	 *
	  	7200 Harrison Avenue sp#	  	Rockford	  	IL	  		  	*	  	Gap	  	Rockford, IL
	 *
	  	4501 War Memorial #127	  	Peoria	  	IL	  		  	*	  	Gap	  	Peoria et al, IL
	 *
	  	1615 East Empire Sp. 1130	  	Bloomington	  	IL	  		  	*	  	Gap	  	Bloomington et al, IL
	 *
	  	20505 North Rand Rd.	  	Kildeer	  	IL	  		  	*	  	Old Navy	  	Chicago, IL
	 *
	  	2347 Sycamore Road	  	Dekalb	  	IL	  		  	*	  	Old Navy	  	Chicago, IL
	 *
	  	Space D12A,D13,	  	Orland Park	  	IL	  	60462	  		  	GAP FULL CON	  	
	 *
	  	44 South Washington Street	  	Hinsdale	  	IL	  		  	*	  	Gap	  	Chicago, IL
	 *
	  	1740 N. Sheffield Avenue	  	Chicago	  	IL	  		  	*	  	Gap	  	Chicago, IL
	 *
	  	900 N Michigan Ave	  	Chicago	  	IL	  		  	*	  	Banana Republic	  	Chicago, IL
	 *
	  	1492 Fox Valley Center	  	Aurora	  	IL	  		  	*	  	Banana Republic	  	Chicago, IL
	 *
	  	913-49 West North Avenue	  	Chicago	  	IL	  		  	*	  	Banana Republic	  	Chicago, IL
	 *
	  	11800 Factory Shop Blv Sp. 500	  	Huntley	  	IL	  		  	*	  	Gap Inc. Outlet	  	Chicago, IL
	 *
	  	6170 West Grand Avenue Sp 509	  	Gurnee	  	IL	  		  	*	  	Gap Inc. Outlet	  	Chicago, IL
	 *
	  	E800 Tuscola Blvd	  	Tuscola	  	IL	  		  	*	  	Gap Inc. Outlet	  	IL AREA NOT IN ANY MSA
	 *
	  	1044 Northbrook Court	  	Northbrook	  	IL	  		  	*	  	Banana Republic	  	Chicago, IL
	 *
	  	835 North Michigan Avenue #405	  	Chicago	  	IL	  		  	*	  	Banana Republic	  	Chicago, IL
	 *
	  	Space E131	  	Schaumburg	  	IL	  		  	*	  	Banana Republic	  	Chicago, IL
	 *
	  	311 Naperville Rd	  	Wheaton	  	IL	  		  	*	  	Banana Republic	  	Chicago, IL
	 *
	  	30 Old Orchard Road	  	Skokie	  	IL	  		  	*	  	Banana Republic	  	Chicago, IL
	 *
	  	2104 North Halsted	  	Chicago	  	IL	  		  	*	  	Banana Republic	  	Chicago, IL
	 *
	  	80 Oakbrook Center	  	Oakbrook	  	IL	  		  	*	  	Banana Republic	  	Chicago, IL
	 *
	  	744 North Michigan Avenue	  	Chicago	  	IL	  		  	*	  	Banana Republic	  	Chicago, IL
	 *
	  	219 Hawthrone Center	  	Vernon Hills	  	IL	  		  	*	  	Banana Republic	  	Chicago, IL
	 *
	  	643 Central Avenue	  	Highland Park	  	IL	  		  	*	  	Banana Republic	  	Chicago, IL



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	23 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	 	 Street Address
	 	City	 	State	 	Zip	 	NPA-NXX	 	Division	 	 Metropolitan Area

	 *
	 	20530 North Rand Road	 	Deer Park	 	IL	 		 	*	 	Banana Republic	 	Chicago, IL
	 *
	 	2108 North Halsted	 	Chicago	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	1554 Spring Hill Mall	 	West Dundee	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	2501 West Wabash Sp B-7	 	Springfield	 	IL	 		 	*	 	Gap	 	Springfield, IL
	 *
	 	1262 Fox Valley Center #H-10	 	Aurora	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	109 Stratford Sq., Sp.A9	 	Bloomingdale	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	203 Yorktown Center	 	Lombard	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	460 Orland Square	 	Orland Park	 	IL	 	60462	 		 	GAP FULL CON	 	
	 *
	 	Woodfield Mall #J-301	 	Schaumburg	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	661 Central Ave	 	Highland park	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	835 North Michigan Avenue #7	 	Chicago	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	175 Old Orchard Road	 	Skokie	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	533 Oakbrook Center	 	Oak Brook	 	IL	 		 	*	 	Gap	 	Chicago, IL
	 *
	 	2000 N. Niles Street	 	Champaign	 	IL	 	671821	 		 	KIDS/BABY	 	
	 *
	 	2150 Southlake Mall AU 528	 	Merrillville	 	IN	 		 	*	 	Gap	 	Gary, IN
	 *
	 	221 Lighthouse place	 	Michigan City	 	IN	 		 	*	 	Gap Inc. Outlet	 	Gary, IN
	 *
	 	11721 N. Executive	 	Edinburg	 	IN	 	46124	 		 	BRF	 	
	 *
	 	6020 East 82nd St #142	 	Indianapolis	 	IN	 		 	*	 	Gap	 	Indianapolis, IN
	 *
	 	1251 US 31 North	 	Greenwood	 	IN	 		 	*	 	Gap	 	Indianapolis, IN
	 *
	 	2415 Sagamore Parkway N.	 	Lafayette	 	IN	 		 	*	 	Gap	 	Lafayette, IN
	 *
	 	8701 Keystone Crossing Sp. 30-33	 	Indianapolis	 	IN	 		 	*	 	Gap	 	Indianapolis, IN
	 *
	 	800 North Greenriver Road	 	Evansville	 	IN	 		 	*	 	Gap	 	Evansville et al, IN-KY
	 *
	 	3401 South Highway 41 (relo E-9)	 	Terre Haute	 	IN	 		 	*	 	Gap	 	Terre Haute, IN
	 *
	 	49 West Maryland St.	 	Indianapolis	 	IN	 		 	*	 	Gap	 	Indianapolis, IN
	 *
	 	10202 E.Washington St.	 	Indianapolis	 	IN	 		 	*	 	Gap	 	Indianapolis, IN
	 *
	 	3501 N. Granville	 	Muncie	 	IN	 		 	*	 	Gap	 	Muncie, IN
	 *
	 	4110 West Jefferson Blvd	 	Fort Wayne	 	IN	 		 	*	 	Gap	 	Fort Wayne, IN
	 *
	 		 	Indianapolis	 	IN	 	46275	 		 	ON	 	
	 *
	 	2895 N. National Road	 	Columbus	 	IN	 	47201	 		 	ON	 	
	 *
	 	2894 East 3rd Street, Space F11	 	Bloomington	 	IN	 		 	*	 	Old Navy	 	Bloomington, IN
	 *
	 	3501 N. Granville Avenue #H02B	 	Muncie	 	IN	 		 	*	 	Old Navy	 	Muncie, IN
	 *
	 	2415 Sagamore Parkway South	 	Lafayette	 	IN	 		 	*	 	Old Navy	 	Lafayette, IN
	 *
	 	1251 US 31 North	 	Greenwood	 	IN	 		 	*	 	Old Navy	 	Indianapolis, IN
	 *
	 	5750 A. Crawfordsville Road	 	Speedway	 	IN	 		 	*	 	Old Navy	 	Indianapolis, IN
	 *
	 	2164 E. 80th Avenue	 	Hobart	 	IN	 		 	*	 	Old Navy	 	Gary, IN
	 *
	 	8631 River Crossing Blvd.	 	Indianapolis	 	IN	 		 	*	 	Old Navy	 	Indianapolis, IN
	 *
	 	4510 N. Grape Road	 	Mishawaka	 	IN	 		 	*	 	Old Navy	 	South Bend, IN
	 *
	 	721 Northcrest	 	Ft. Wayne	 	IN	 		 	*	 	Old Navy	 	Fort Wayne, IN
	 *
	 	140 West Washington #B1A	 	Indianapolis	 	IN	 		 	*	 	Old Navy	 	Indianapolis, IN
	 *
	 	220 E. 116th Street	 	Carmel	 	IN	 		 	*	 	Old Navy	 	Indianapolis, IN
	 *
	 	800 N. Green River Road, Sp 202	 	Evansville	 	IN	 		 	*	 	Old Navy	 	Evansville et al, IN-KY
	 *
	 	2685 East Main Street, Sp. 109	 	Plainfield	 	IN	 		 	*	 	Old Navy	 	Indianapolis, IN
	 *
	 	6101 North Keystore Avenue	 	Indianapolis	 	IN	 		 	*	 	Old Navy	 	Indianapolis, IN
	 *
	 	1114 S. 17th St.	 	Kokomo	 	IN	 		 	*	 	Old Navy	 	Kokomo, IN
	 *
	 	3370 South US41	 	Terre Haute	 	IN	 		 	*	 	Old Navy	 	Terre Haute, IN



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	24 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	City	  	State	  	Zip	  	NPA-NXX	  	Division	  	 Metropolitan Area

	 *
	  	4622 Scatterfield Rd.	  	Anderson	  	IN	  		  	*	  	Old Navy	  	Indianapolis, IN
	 *
	  	4030 West Jefferson Blvd.	  	Ft. Wayne	  	IN	  		  	*	  	Old Navy	  	Fort Wayne, IN
	 *
	  	100 Us Hwy41	  	Schererville	  	IN	  		  	*	  	Old Navy	  	Gary, IN
	 *
	  	260 North Gate Dr.	  	Bloomington	  	IN	  		  	*	  	Old Navy	  	Bloomington, IN
	 *
	  	1251 U.S. 31 North Sp# D-6	  	Greenwood	  	IN	  		  	*	  	Gap	  	Indianapolis, IN
	 *
	  	5601 North Grape St.	  	Mishawaka	  	IN	  		  	*	  	Banana Republic	  	South Bend, IN
	 *
	  	4201 Coldwater Road	  	Ft. Wayne	  	IN	  		  	*	  	Banana Republic	  	Fort Wayne, IN
	 *
	  	11606 North East Executive Drive	  	Edinburgh	  	IN	  		  	*	  	Gap Inc. Outlet	  	Indianapolis, IN
	 *
	  	1770 Lighthouse Place	  	Michigan City	  	IN	  		  	*	  	Gap Inc. Outlet	  	Gary, IN
	 *
	  	6501 Grape Road #390	  	Mishawaka	  	IN	  		  	*	  	Gap	  	South Bend, IN
	 *
	  	4201 Coldwater Road #N10	  	Ft. Wayne	  	IN	  		  	*	  	Gap	  	Fort Wayne, IN
	 *
	  	357 Tanger Blvd., Sp. 314	  	Seymour	  	IN	  		  	*	  	Gap Inc. Outlet	  	IN AREA NOT IN ANY MSA
	 *
	  	6245 North old 27 Sp.E40,50,60	  	Freemont	  	IN	  		  	*	  	Gap Inc. Outlet	  	IN AREA NOT IN ANY MSA
	 *
	  	8701 Keystone Crossing Space 48-50	  	Indianapolis	  	IN	  		  	*	  	Banana Republic	  	Indianapolis, IN
	 *
	  	49 West Maryland St., Sp.G22	  	Indianapolis	  	IN	  		  	*	  	Banana Republic	  	Indianapolis, IN
	 *
	  	8702 Keystone Crossing Blvd. #30-33	  	Indianapolis	  	IN	  	46240	  		  	BABY	  	
	 *
	  	8701 Keystone Crossing Space #30-33	  	Indianapolis	  	IN	  		  	*	  	Gap	  	Indianapolis, IN
	 *
	  	11351 West 95th Street #35	  	Overland Park	  	KS	  		  	*	  	Gap	  	Kansas City, MO-KS
	 *
	  	1801South-West Wanamaker sp#b-8	  	Topeka	  	KS	  		  	*	  	Gap	  	Topeka, KS
	 *
	  	2110 North Rock Road	  	Wichita	  	KS	  		  	*	  	Gap	  	Wichita, KS
	 *
	  	4856 West 119th St., Sp. #620	  	Leawood	  	KS	  		  	*	  	Gap	  	Kansas City, MO-KS
	 *
	  	647 Massachusetts (relo 643 suite B)	  	Lawrence	  	KS	  		  	*	  	Gap	  	Lawrence, KS
	 *
	  	7700 E. Kellog, Sp. 27	  	Wichita	  	KS	  		  	*	  	Gap	  	Wichita, KS
	 *
	  	4600 W. Kellog Sp . JO9A	  	Wichita	  	KS	  		  	*	  	Gap	  	Wichita, KS
	 *
	  	100 Manhatten Town Center	  	Manhatten	  	KS	  		  	*	  	Gap	  	KS AREA NOT IN ANY MSA
	 *
	  	1801 South West Wanamaker Rd. Sp D24	  	Topeka	  	KS	  		  	*	  	Old Navy	  	Topeka, KS
	 *
	  	9152 Metcalf Avenue	  	Overland Park	  	KS	  		  	*	  	Old Navy	  	Kansas City, MO-KS
	 *
	  	12065 Metcalf Avenue	  	Overland Park	  	KS	  		  	*	  	Old Navy	  	Kansas City, MO-KS
	 *
	  	7700 East Kellogg #1260( see new loc.	  	Wichita	  	KS	  		  	*	  	Old Navy	  	Wichita, KS
	 *
	  	15310 Shawnee Mission Pkwy.	  	Shawnee	  	KS	  		  	*	  	Old Navy	  	Kansas City, MO-KS
	 *
	  	5820 Antioch Road	  	Merriam	  	KS	  		  	*	  	Old Navy	  	Kansas City, MO-KS
	 *
	  	15290 W 119th Street	  	Olathe	  	KS	  		  	*	  	Old Navy	  	Kansas City, MO-KS
	 *
	  	2441 North Maize Rd.	  	Wichita	  	KS	  		  	*	  	Old Navy	  	Wichita, KS
	 *
	  	3234 S. Iowa St.	  	Lawrence	  	KS	  		  	*	  	Old Navy	  	Lawrence, KS
	 *
	  	11591 West 95th St.	  	Overland Park	  	KS	  		  	*	  	Banana Republic	  	Kansas City, MO-KS
	 *
	  	2142 North Rock Road	  	Wichita	  	KS	  		  	*	  	Banana Republic	  	Wichita, KS
	 *
	  	4854 West 119th Street Sp. #700	  	Leawood	  	KS	  		  	*	  	Banana Republic	  	Kansas City, MO-KS
	 *
	  	11293 W. 95th Street - Sp. 18A	  	Overland Park	  	KS	  		  	*	  	Gap	  	Kansas City, MO-KS
	 *
	  	2000 North Rock Rd.	  	Wichita	  	KS	  		  	*	  	Gap	  	Wichita, KS
	 *
	  	4856 West 119th St., Sp. (710)	  	Leawood	  	KS	  		  	*	  	Gap	  	Kansas City, MO-KS
	 *
	  	11431 West 95th St.	  	Overland Park	  	KS	  		  	*	  	Gap	  	Kansas City, MO-KS
	 *
	  	2050 Global Way	  	Hebron	  	KY	  		  	*	  	Gap Inc. Outlet	  	Cincinnati, OH-KY-IN
	 *
	  	1088 Florence Mall	  	Florence	  	KY	  		  	*	  	Gap	  	Cincinnati, OH-KY-IN
	 *
	  	7500 Mall Road	  	Florence	  	KY	  		  	*	  	Old Navy	  	Cincinnati, OH-KY-IN
	 *
	  	2625 Scottsville Road	  	Bowling Green	  	KY	  	42104	  		  	ON	  	



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	25 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	 	 Street Address
	 	City	 	State	 	Zip	 	NPA-NXX	 	Division	 	 Metropolitan Area

	 *
	 	5101 Hinkleville Road	 	Paducah	 	KY	 	42001	 		 	ON	 	
	 *
	 	7900 Shelbyville Rd	 	Louisville	 	KY	 		 	*	 	Gap	 	Louisville, KY-IN
	 *
	 	1704 North Dixie Ave.	 	Elizabethtown	 	KY	 		 	*	 	Gap	 	KY AREA NOT IN ANY MSA
	 *
	 	4160 Summit Plaza Dr	 	Louisville	 	KY	 		 	*	 	Gap	 	Louisville, KY-IN
	 *
	 	3401 Nicholasville	 	Lexington	 	KY	 		 	*	 	Gap	 	Lexington, KY
	 *
	 	2308 Sir Barton Way	 	Lexington	 	KY	 		 	*	 	Gap	 	Lexington, KY
	 *
	 	HWY 60 & I-24 # (860)	 	Paducah	 	KY	 		 	*	 	Gap	 	KY AREA NOT IN ANY MSA
	 *
	 	2625 Scottsville Rd.	 	Bowling Green	 	KY	 		 	*	 	Gap	 	KY AREA NOT IN ANY MSA
	 *
	 	4230 Summit Plaza Drive	 	Louisville	 	KY	 		 	*	 	Old Navy	 	Louisville, KY-IN
	 *
	 	1960 Pavillion Way	 	Lexington	 	KY	 		 	*	 	Old Navy	 	Lexington, KY
	 *
	 	7900 Shelbyville Road	 	Louisville	 	KY	 		 	*	 	Old Navy	 	Louisville, KY-IN
	 *
	 	1940 N. Dixie Hwy.	 	Elizabethtown	 	KY	 		 	*	 	Old Navy	 	KY AREA NOT IN ANY MSA
	 *
	 	2625 Scottsville Rd	 	Bowling Green	 	KY	 		 	*	 	Gap	 	KY AREA NOT IN ANY MSA
	 *
	 	4226 Summit Plaza Dr.	 	Louisville	 	KY	 		 	*	 	Banana Republic	 	Louisville, KY-IN
	 *
	 	7900 Shelbyville Rd #B1-B2	 	Louisville	 	KY	 		 	*	 	Banana Republic	 	Louisville, KY-IN
	 *
	 	3401 Nicholasville Rd., Sp 216	 	Lexington	 	KY	 		 	*	 	Banana Republic	 	Lexington, KY
	 *
	 	564 West Prien Lake Rd. Sp#B08A	 	Lake Charles	 	LA	 		 	*	 	Gap	 	Lake Charles, LA
	 *
	 	119 Tucker (per landlord)	 	Lafayette	 	LA	 		 	*	 	Old Navy	 	Lafayette, LA
	 *
	 	2200 Tanger Blvd., Space 105	 	Gonzales	 	LA	 		 	*	 	Gap Inc. Outlet	 	#N/A
	 *
	 	4700 MILLHAVEN RD	 	MONROE	 	LA	 	71203	 		 	OLD NAVY	 	
	 *
	 	9251 Cortana Place	 	Baton Rouge	 	LA	 		 	*	 	Gap	 	#N/A
	 *
	 	2950 East Texas Sp 32 & 33	 	Bossier City	 	LA	 		 	*	 	Gap	 	Shreveport et al, LA
	 *
	 	1401 West Esplanade Ave	 	Kenner	 	LA	 		 	*	 	Gap	 	New Orleans, LA
	 *
	 	1 Poydras Street	 	New Orleans	 	LA	 		 	*	 	Gap	 	New Orleans, LA
	 *
	 	3301 Veterans Memorial Blvd Sp#86	 	Metairie	 	LA	 		 	*	 	Gap	 	New Orleans, LA
	 *
	 	1400 Poydras Ave	 	New Orleans	 	LA	 		 	*	 	Gap	 	New Orleans, LA
	 *
	 	197-205 W. Bank Expressway	 	Gretna	 	LA	 		 	*	 	Gap	 	New Orleans, LA
	 *
	 	5725 Johnson St. Sp. #152	 	Lafayette	 	LA	 		 	*	 	Gap	 	Lafayette, LA
	 *
	 	4700 Milhaven Rd.	 	Monroe	 	LA	 		 	*	 	Gap	 	Monroe, LA
	 *
	 	6401 Blue Bonnet Blvd #1224	 	Baton Rouge	 	LA	 		 	*	 	Gap	 	#N/A
	 *
	 	1133 St. Vincent Ave. Sp 460 & 475	 	Shreveport	 	LA	 		 	*	 	Gap	 	Shreveport et al, LA
	 *
	 	3414 Highway 190, Suite #6 & 8	 	Mandeville	 	LA	 		 	*	 	Gap	 	New Orleans, LA
	 *
	 	173 North Shore Blvd.	 	Slidell	 	LA	 		 	*	 	Gap	 	New Orleans, LA
	 *
	 	3445 Derek Drive	 	Lake Charles	 	LA	 		 	*	 	Old Navy	 	Lake Charles, LA
	 *
	 	3450 Highway 190	 	Mandeville	 	LA	 		 	*	 	Old Navy	 	New Orleans, LA
	 *
	 	1550 Martin Luther King Blvd	 	Houma	 	LA	 		 	*	 	Old Navy	 	Houma, LA
	 *
	 	197 Westback Expressway	 	Gretna	 	LA	 		 	*	 	Old Navy	 	New Orleans, LA
	 *
	 	3301 Veterans Memorial Blvd #209	 	Metairie	 	LA	 		 	*	 	Old Navy	 	New Orleans, LA
	 *
	 	6640 Youree Drive	 	Shreveport	 	LA	 		 	*	 	Old Navy	 	Shreveport et al, LA
	 *
	 	9856 Cortana Place	 	Baton Rouge	 	LA	 		 	*	 	Old Navy	 	#N/A
	 *
	 	1401 W. Esplanade Ave, Suite 1702	 	Kenner	 	LA	 		 	*	 	Old Navy	 	New Orleans, LA
	 *
	 	10509 South Mall Drive	 	Baton Rouge	 	LA	 		 	*	 	Old Navy	 	#N/A
	 *
	 	2671 South MacArthur Dr.	 	Alexandria	 	LA	 		 	*	 	Old Navy	 	#N/A
	 *
	 	2001 Airline Drive	 	Bossier City,	 	LA	 		 	*	 	Old Navy	 	Shreveport et al, LA
	 *
	 	5725 Johnston St., Sp. E192	 	Lafayette	 	LA	 		 	*	 	Gap	 	Lafayette, LA



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	26 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	 	 Street Address
	 	City	 	State	 	Zip	 	NPA-NXX	 	Division	 	 Metropolitan Area

	 *
	 	333 Canal Street Sp #124	 	New Orleans	 	LA	 		 	*	 	Banana Republic	 	New Orleans, LA
	 *
	 	1 Poydras St.	 	New Orleans	 	LA	 		 	*	 	Banana Republic	 	New Orleans, LA
	 *
	 	2200 Tanger Blvd.	 	Gonzales	 	LA	 		 	*	 	Gap Inc. Outlet	 	#N/A
	 *
	 	3301 Veterans Memorial Blvd., Suite 57	 	Metarie	 	LA	 		 	*	 	Banana Republic	 	New Orleans, LA
	 *
	 	6401 Bluebonnet Blvd. Sp #1226	 	Baton Rouge	 	LA	 		 	*	 	Banana Republic	 	#N/A
	 *
	 	333 Canal Place, Sp 102, 202, 204	 	New Orleans,	 	LA	 		 	*	 	Banana Republic	 	New Orleans, LA
	 *
	 	5725 Johnston St Sp E 193	 	Lafayette	 	LA	 		 	*	 	Banana Republic	 	Lafayette, LA
	 *
	 	1133 St. Vincent Avenue	 	Shreveport	 	LA	 		 	*	 	Banana Republic	 	Shreveport et al, LA
	 *
	 	3414 Highway 190	 	Mandeville,	 	LA	 		 	*	 	Banana Republic	 	New Orleans, LA
	 *
	 	9251 Cortana Place L6	 	Baton Rouge	 	LA	 	70815	 		 	BABY	 	
	 *
	 	5725 Johnston St., Sp. B114	 	Lafayette	 	LA	 		 	*	 	Gap	 	Lafayette, LA
	 *
	 	1401 West Esplanade Avenue #C-32	 	Kenner	 	LA	 	70065	 		 	KIDS/BABY	 	
	 *
	 	1 Poydras Street Space #62	 	New Orleans	 	LA	 	70130	 		 	KIDS/BABY	 	
	 *
	 	9251 Cortana Place L6	 	Baton Rouge	 	LA	 	70815	 		 	KIDS	 	
	 *
	 	43 Middlesex Turnpike	 	Burlington	 	MA	 	1803	 		 	ON	 	
	 *
	 	One Premium Outlet Blvd., sp. 310	 	Wrenthan	 	MA	 		 	*	 	Gap Inc. Outlet	 	Boston et al, MA-NH
	 *
	 	Middlesex Turnpike - 1 Burlington Mall	 	Burlington	 	MA	 		 	*	 	Gap	 	Boston et al, MA-NH
	 *
	 	262 Swansea Mall Drive Sp. 1016	 	Swansea	 	MA	 		 	*	 	Gap	 	Boston et al, MA-NH
	 *
	 	250 Granite Street	 	Braintree	 	MA	 		 	*	 	Gap	 	Boston et al, MA-NH
	 *
	 	Routes 114 & 128	 	Peabody	 	MA	 		 	*	 	Gap	 	Boston et al, MA-NH
	 *
	 	15 Brattle Street	 	Cambridge	 	MA	 		 	*	 	Gap	 	Boston et al, MA-NH
	 *
	 	1245 Worchester St. #1174	 	Natick	 	MA	 		 	*	 	Gap	 	Boston et al, MA-NH
	 *
	 	Space A-8	 	Hyannis	 	MA	 		 	*	 	Gap	 	#N/A
	 *
	 	200 Westgate Drive	 	Brockton	 	MA	 		 	*	 	Gap	 	Boston et al, MA-NH
	 *
	 	100 Commercial Way #33	 	Leominster	 	MA	 		 	*	 	Gap	 	Boston et al, MA-NH
	 *
	 	100 Huntington Avenue #68	 	Boston	 	MA	 		 	*	 	Gap	 	Boston et al, MA-NH
	 *
	 	201 Newbury Street Space R18	 	Boston	 	MA	 		 	*	 	Gap	 	Boston et al, MA-NH
	 *
	 	38 Nathan Ellis Hwy Bldg. 15	 	Mashpee	 	MA	 		 	*	 	Gap	 	#N/A
	 *
	 	200 State Street	 	Boston	 	MA	 		 	*	 	Gap	 	Boston et al, MA-NH
	 *
	 	300 Harvard Street	 	Brookline	 	MA	 		 	*	 	Gap	 	Boston et al, MA-NH
	 *
	 	7 Neponset St, Box 238	 	Worcester	 	MA	 		 	*	 	Gap	 	Boston et al, MA-NH
	 *
	 	999 South Washington #E324	 	North Attleborough	 	MA	 		 	*	 	Gap	 	Boston et al, MA-NH
	 *
	 	101 Indepence Mall Way	 	Kingston	 	MA	 		 	*	 	Gap	 	Boston et al, MA-NH
	 *
	 	1815 Massachusettes Ave #118	 	Cambridge	 	MA	 		 	*	 	Gap	 	Boston et al, MA-NH
	 *
	 	74 Central Street	 	Wellesley	 	MA	 		 	*	 	Gap	 	Boston et al, MA-NH
	 *
	 	100 Cambridge Place Ste 312	 	Cambridge	 	MA	 		 	*	 	Gap	 	Boston et al, MA-NH
	 *
	 	300 Boylston Space #310	 	Chestnut Hill	 	MA	 		 	*	 	Gap	 	Boston et al, MA-NH
	 *
	 	2 Galleria Mall Drive	 	East Taunton	 	MA	 		 	*	 	Gap	 	Boston et al, MA-NH
	 *
	 	Need	 	Saugus	 	MA	 		 	*	 	Gap	 	Boston et al, MA-NH
	 *
	 	601 Donald Lynch Blvd., Suite 2122	 	Marlborough	 	MA	 		 	*	 	Gap	 	Boston et al, MA-NH
	 *
	 	200 N. Dartmouth mall Sp. 1368	 	North Dartmouth	 	MA	 		 	*	 	Gap	 	Boston et al, MA-NH
	 *
	 	110 Charlton Street Sp. A-120	 	Sturbridge	 	MA	 		 	*	 	Gap	 	Boston et al, MA-NH
	 *
	 	249 Hartford Avenue	 	Bellingham	 	MA	 		 	*	 	Gap	 	Boston et al, MA-NH
	 *
	 	95 Washington st	 	Canton	 	MA	 		 	*	 	Gap	 	Boston et al, MA-NH
	 *
	 	625 Massachusetts Ave. Suite 1	 	Cambridge	 	MA	 		 	*	 	Gap	 	Boston et al, MA-NH



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	27 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	City	  	State	  	Zip	  	NPA-NXX	  	Division	  	 Metropolitan Area

	 *
	  	90 Pleasant Valley	  	Metheun	  	MA	  		  	*	  	Gap	  	Boston et al, MA-NH
	 *
	  	450 Paradise Rd.	  	Swampscott	  	MA	  		  	*	  	Gap	  	Boston et al, MA-NH
	 *
	  	1655 Boston Road, Sp. #119	  	Springfield	  	MA	  		  	*	  	Gap	  	Springfield, MA
	 *
	  	50 Whiting Farms Rd Space A-205	  	Holyoke	  	MA	  		  	*	  	Gap	  	Springfield, MA
	 *
	  	690 Bliss Rd.	  	Longmeadow	  	MA	  		  	*	  	Gap	  	Springfield, MA
	 *
	  	94 Derby Street	  	Hingham	  	MA	  	2043	  		  	BR	  	
	 *
	  	1 Worcester Rd.	  	Framingham	  	MA	  		  	*	  	Old Navy	  	Boston et al, MA-NH
	 *
	  	70 Worcester Providence Tpk #52	  	Millbury	  	MA	  	1527	  		  	ON	  	
	 *
	  		  	Saugus	  	MA	  	1906	  		  	WHS	  	
	 *
	  	50 Holyoke Street, #G309	  	Holyoke	  	MA	  		  	*	  	Old Navy	  	Springfield, MA
	 *
	  	253 Hartford Avenue	  	Bellingham	  	MA	  		  	*	  	Old Navy	  	Boston et al, MA-NH
	 *
	  	Old State Road & Route 8	  	Lanesborough	  	MA	  		  	*	  	Old Navy	  	Pittsfield, MA
	 *
	  	101 Independence Mall Way,	  	Kingston	  	MA	  		  	*	  	Old Navy	  	Boston et al, MA-NH
	 *
	  	200 N. Darthmouth Mall Ste. 1108	  	North Dartmouth	  	MA	  		  	*	  	Old Navy	  	Boston et al, MA-NH
	 *
	  	7 Neponset St.	  	Worcester	  	MA	  		  	*	  	Old Navy	  	Boston et al, MA-NH
	 *
	  	100 Independence Way	  	Danvers	  	MA	  		  	*	  	Old Navy	  	Boston et al, MA-NH
	 *
	  	485 Arsenal Street	  	Watertown	  	MA	  		  	*	  	Old Navy	  	Boston et al, MA-NH
	 *
	  	2 Galleria Mall Dr.	  	Taunton	  	MA	  		  	*	  	Old Navy	  	Boston et al, MA-NH
	 *
	  	100 Cambridgeside Place	  	Cambridge	  	MA	  		  	*	  	Old Navy	  	Boston et al, MA-NH
	 *
	  	90 Providence Hwy	  	Walpole	  	MA	  		  	*	  	Old Navy	  	Boston et al, MA-NH
	 *
	  	8A Allstate Road	  	Dorchester	  	MA	  		  	*	  	Old Navy	  	Boston et al, MA-NH
	 *
	  	Route 20, 100 Charlton Road	  	Sturbridge	  	MA	  		  	*	  	Old Navy	  	Boston et al, MA-NH
	 *
	  	1655 Boston Road Space 134	  	Springfield	  	MA	  		  	*	  	Old Navy	  	Springfield, MA
	 *
	  	9 Mystic View Rd.	  	Everett	  	MA	  		  	*	  	Old Navy	  	Boston et al, MA-NH
	 *
	  	Route 9, 335 Russell Street	  	Hadley	  	MA	  		  	*	  	Old Navy	  	Springfield, MA
	 *
	  	200 Westgate Dr., Space W-121	  	Brockton	  	MA	  		  	*	  	Old Navy	  	Boston et al, MA-NH
	 *
	  	300 Providence Highway, Rte 1 Sp9003	  	Dedham	  	MA	  		  	*	  	Old Navy	  	Boston et al, MA-NH
	 *
	  	90 Pleasant Street, Sp. 120	  	Methuen	  	MA	  		  	*	  	Old Navy	  	Boston et al, MA-NH
	 *
	  	One Premium Outlet Blvd. Sp 550	  	Wrentham	  	MA	  		  	*	  	Gap Inc. Outlet	  	Boston et al, MA-NH
	 *
	  	1250 South Washington st.	  	North Attleboro	  	MA	  		  	*	  	Old Navy	  	Boston et al, MA-NH
	 *
	  	100 Commercial Rd.	  	Leominster	  	MA	  		  	*	  	Old Navy	  	Boston et al, MA-NH
	 *
	  	65 Independence Drive	  	Hyannis	  	MA	  		  	*	  	Old Navy	  	#N/A
	 *
	  	1775 Washington St	  	Hanover	  	MA	  		  	*	  	Old Navy	  	Boston et al, MA-NH
	 *
	  	Route 8 & Old State Rd #B101	  	Lanesborough	  	MA	  		  	*	  	Gap	  	Pittsfield, MA
	 *
	  	13 Steeple St. - Bldg. 11B	  	Mashpee	  	MA	  	2649	  		  	KIDS/BABY	  	
	 *
	  	100 Huntington Avenue	  	Boston	  	MA	  		  	*	  	Banana Republic	  	Boston et al, MA-NH
	 *
	  	One Premium Outlets Blvd. Ste 360	  	Wrentham	  	MA	  		  	*	  	Gap Inc. Outlet	  	Boston et al, MA-NH
	 *
	  	550 Arsenal Street	  	Watertown	  	MA	  		  	*	  	Gap Inc. Outlet	  	Boston et al, MA-NH
	 *
	  	50 Water Street #L 640	  	Lee	  	MA	  		  	*	  	Gap Inc. Outlet	  	Pittsfield, MA
	 *
	  	225 Lincoln Street	  	Hingham	  	MA	  		  	*	  	Old Navy	  	Boston et al, MA-NH
	 *
	  	94 Derby Street	  	Hingham	  	MA	  	2043	  		  	Gap	  	
	 *
	  	Route 3	  	Hingham	  	MA	  	2043	  		  	BBY	  	
	 *
	  	200 State Street	  	Boston	  	MA	  		  	*	  	Banana Republic	  	Boston et al, MA-NH
	 *
	  	28 Newbury Street	  	Boston	  	MA	  		  	*	  	Banana Republic	  	Boston et al, MA-NH
	 *
	  	199 Boylston Street Space#C10A	  	Chestnut Hill	  	MA	  		  	*	  	Banana Republic	  	Boston et al, MA-NH



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	28 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	1245 Worchester St., #1082	  	Natick	  	MA	  		  	*	  	Banana Republic	  	Boston et al, MA-NH
	 *
	  	1 Burlington Mall Space H-22	  	Burlington	  	MA	  		  	*	  	Banana Republic	  	Boston et al, MA-NH
	 *
	  	550 Holyoke Street	  	Holyoke	  	MA	  		  	*	  	Banana Republic	  	Springfield, MA
	 *
	  	100 Cambridge Place Space 309	  	Cambridge	  	MA	  		  	*	  	Banana Republic	  	Boston et al, MA-NH
	 *
	  	100 Huntington Avenue	  	Boston	  	MA	  		  	*	  	Banana Republic	  	Boston et al, MA-NH
	 *
	  	Route 114 & 128	  	Peabody	  	MA	  		  	*	  	Banana Republic	  	Boston et al, MA-NH
	 *
	  	250 Granite St sp 2016	  	Braintree	  	MA	  		  	*	  	Banana Republic	  	Boston et al, MA-NH
	 *
	  	199 Boylston St Space# C13	  	Chestnut Hill	  	MA	  		  	*	  	Banana Republic	  	Boston et al, MA-NH
	 *
	  	13 Steeple St. Build 11B, Sp. #102	  	Mashpee	  	MA	  		  	*	  	Banana Republic	  	#N/A
	 *
	  	793 Iyannough Road, Route 132 Sp. 160	  	Hyannis	  	MA	  		  	*	  	Banana Republic	  	#N/A
	 *
	  	1245 Worchester St.	  	Natick	  	MA	  		  	*	  	Gap	  	Boston et al, MA-NH
	 *
	  	250 Granite St.	  	Braintree	  	MA	  		  	*	  	Gap	  	Boston et al, MA-NH
	 *
	  	210 Andover St.	  	Peabody	  	MA	  		  	*	  	Gap	  	Boston et al, MA-NH
	 *
	  	101 Independence Mall Way	  	Kingston	  	MA	  		  	*	  	Gap	  	Boston et al, MA-NH
	 *
	  	2 Galleria Mall Drive	  	East Taunton	  	MA	  		  	*	  	Gap	  	Boston et al, MA-NH
	 *
	  	200 State Street	  	Boston	  	MA	  	2109	  		  	KIDS/BABY	  	
	 *
	  	201 Newbury Street R2, R3, R12, R13	  	Boston	  	MA	  		  	*	  	Gap	  	Boston et al, MA-NH
	 *
	  	363 Iyanough Rd., Rte. 132	  	Hyannis	  	MA	  		  	*	  	Gap	  	#N/A
	 *
	  	999 South Washington Street Sp. W311	  	North Attleborough	  	MA	  		  	*	  	Gap	  	Boston et al, MA-NH
	 *
	  	300 Bolyston #D434	  	Chestnut Hill	  	MA	  		  	*	  	Gap	  	Boston et al, MA-NH
	 *
	  		  	Holyoke	  	MA	  	1040	  		  	KID	  	
	 *
	  	5430 Wisconson Ave	  	Chevy Chase	  	MD	  		  	*	  	Gap	  	Washington, DC-MD-VA-WV
	 *
	  	3500 East West Highway	  	Hyattsville	  	MD	  		  	*	  	Gap	  	Washington, DC-MD-VA-WV
	 *
	  	7101 Democracy Blvd #2486	  	Bethesda	  	MD	  		  	*	  	Gap	  	Washington, DC-MD-VA-WV
	 *
	  	7483 Greenbelt Road	  	Greenbelt	  	MD	  		  	*	  	Old Navy	  	Washington, DC-MD-VA-WV
	 *
	  	10300 Little Paxtunt #	  	Columbia	  	MD	  		  	*	  	Gap	  	#N/A
	 *
	  	1408 Annapolis Mall #1408	  	Annapolis	  	MD	  		  	*	  	Gap	  	#N/A
	 *
	  	8200 Perry Hall Blvd #2053	  	Baltimore	  	MD	  		  	*	  	Gap	  	#N/A
	 *
	  	200 East Pratt Street (3091)	  	Baltimore	  	MD	  		  	*	  	Gap	  	#N/A
	 *
	  	5500 Buckeystown Pike	  	Frederick	  	MD	  		  	*	  	Gap	  	Washington, DC-MD-VA-WV
	 *
	  	2300 North Salisbury Blvd	  	Salisbury	  	MD	  		  	*	  	Gap	  	MD AREA NOT IN ANY MSA
	 *
	  	825 Dulany Valley	  	Towson	  	MD	  		  	*	  	Gap	  	#N/A
	 *
	  	15535 Emerald Way	  	Bowie	  	MD	  		  	*	  	Gap	  	Washington, DC-MD-VA-WV
	 *
	  	11301 Rockville Pike	  	Kensington	  	MD	  		  	*	  	Gap	  	Washington, DC-MD-VA-WV
	 *
	  	17301 Valley Mall Road	  	Hagerstown	  	MD	  		  	*	  	Gap	  	Hagerstown, MD
	 *
	  	12741 Ocean Gateway	  	Ocean City	  	MD	  		  	*	  	Gap Inc. Outlet	  	MD AREA NOT IN ANY MSA
	 *
	  	200 EastPratt Street space 2085	  	W. Baltimore	  	MD	  		  	*	  	Banana Republic	  	#N/A
	 *
	  	2637 N. Salisbury Blvd.	  	SALISBURY	  	MD	  	21804	  		  	OLD NAVY	  	
	 *
	  	200 Clifton Blvd	  	Westminster	  	MD	  	21157	  		  	ON	  	
	 *
	  	York Rd.	  	Lutherville	  	MD	  	21093	  		  	ON	  	
	 *
	  	15426 Emerald Way	  	Bowie	  	MD	  		  	*	  	Old Navy	  	Washington, DC-MD-VA-WV
	 *
	  	12017 Rockville Pike #B	  	Rockville	  	MD	  		  	*	  	Old Navy	  	Washington, DC-MD-VA-WV
	 *
	  	2532 Solomons Island Road	  	Annapolis	  	MD	  		  	*	  	Old Navy	  	#N/A
	 *
	  	4350 Montgomery Rd. #A	  	Ellicott City	  	MD	  		  	*	  	Old Navy	  	#N/A
	 *
	  	8123 Honeygo Blvd	  	Baltimore	  	MD	  		  	*	  	Old Navy	  	#N/A



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	29 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	 	 Street Address
	 	 City
	 	 State
	 	 Zip
	 	 NPA-NXX
	 	 Division
	 	 Metropolitan Area

	 *
	 	6260 Columbia Crossing Drive	 	Columbia	 	MD	 		 	*	 	Old Navy	 	#N/A
	 *
	 	11110 Mall Circle	 	Waldorf	 	MD	 		 	*	 	Old Navy	 	Washington, DC-MD-VA-WV
	 *
	 	6127 Oxon Hill Road	 	Oxon Hill	 	MD	 		 	*	 	Old Navy	 	Washington, DC-MD-VA-WV
	 *
	 	6901 Security Blvd, Space 343	 	Baltimore	 	MD	 		 	*	 	Old Navy	 	#N/A
	 *
	 	17301 Valley Mall Dr #584	 	Hagerstown	 	MD	 		 	*	 	Old Navy	 	Hagerstown, MD
	 *
	 	678 Bel Air Road	 	Bel Air	 	MD	 		 	*	 	Old Navy	 	#N/A
	 *
	 	Route 410, Sp 1444	 	Hyattsville	 	MD	 		 	*	 	Old Navy	 	Washington, DC-MD-VA-WV
	 *
	 	465 Prime Outlets Blvd., Sp #800	 	Hagerstown	 	MD	 		 	*	 	Gap Inc. Outlet	 	Hagerstown, MD
	 *
	 	7600 Clark Rd. Space 448	 	Hanover	 	MD	 		 	*	 	Gap Inc. Outlet	 	#N/A
	 *
	 	7000 Arundel Mills Circle, Space E-4	 	Elkridge	 	MD	 		 	*	 	Old Navy	 	#N/A
	 *
	 	571 Ritchie Highway	 	Severna Park	 	MD	 		 	*	 	Old Navy	 	#N/A
	 *
	 	7101 Democracy Blvd.	 	Bethesda	 	MD	 		 	*	 	Old Navy	 	Washington, DC-MD-VA-WV
	 *
	 	1435 South Potomac Street, Suite 100	 	Hagerstown	 	MD	 		 	*	 	Gap Inc. Outlet	 	Hagerstown, MD
	 *
	 	7000 Arundel Mills Mall	 	Elkridge	 	MD	 		 	*	 	Gap Inc. Outlet	 	#N/A
	 *
	 	7101 Democracy Blvd	 	Bethesda	 	MD	 		 	*	 	Banana Republic	 	Washington, DC-MD-VA-WV
	 *
	 	825 Dulaney Valley Space 324	 	Towson	 	MD	 		 	*	 	Banana Republic	 	#N/A
	 *
	 	5430 Wisconsin Avenue Space 2230	 	Chevy Chase	 	MD	 		 	*	 	Banana Republic	 	Washington, DC-MD-VA-WV
	 *
	 	1464 Annapolis Mall #1464	 	Annapolis	 	MD	 		 	*	 	Banana Republic	 	#N/A
	 *
	 	11301 Rokville Pike Sp 1-5.12	 	Kensington	 	MD	 		 	*	 	Banana Republic	 	Washington, DC-MD-VA-WV
	 *
	 	10300 Little Patuxent Parkway, Sp 2030	 	Columbia	 	MD	 		 	*	 	Banana Republic	 	#N/A
	 *
	 	825 Dulaney Valley Road - Sp.#487	 	Towson	 	MD	 		 	*	 	Gap	 	#N/A
	 *
	 	200 East Pratt Street (new #3091)	 	Baltimore	 	MD	 	21401	 		 	KIDS/BABY	 	
	 *
	 	10300 Little Paxtent Park # 2126	 	Columbia	 	MD	 	21044	 		 	KIDS/BABY	 	
	 *
	 	607 Maine Mall	 	South Portland	 	ME	 		 		 	Gap	 	Portland, ME
	 *
	 	663 Stillwater Ave #F-4	 	Bangor	 	ME	 		 	*	 	Gap	 	#N/A
	 *
	 	4 Steven King Drive Sp. B-210	 	Augusta	 	ME	 		 	*	 	Gap	 	ME AREA NOT IN ANY MSA
	 *
	 	306 US Route 1	 	Kittery	 	ME	 		 	*	 	Gap Inc. Outlet	 	ME AREA NOT IN ANY MSA
	 *
	 	375 US Route 1	 	Kittery	 	ME	 		 	*	 	Old Navy	 	ME AREA NOT IN ANY MSA
	 *
	 	10 Stephen King Drive	 	Augusta	 	ME	 		 	*	 	Old Navy	 	ME AREA NOT IN ANY MSA
	 *
	 	39 Main Street	 	Freeport	 	ME	 		 	*	 	Gap Inc. Outlet	 	Portland, ME
	 *
	 	200 Running Hill Rd	 	South Portland	 	ME	 		 	*	 	Old Navy	 	Portland, ME
	 *
	 	375 US Route 1	 	Kittery	 	ME	 		 	*	 	Gap Inc. Outlet	 	ME AREA NOT IN ANY MSA
	 *
	 	35 Main Street	 	Freeport	 	ME	 		 	*	 	Gap Inc. Outlet	 	Portland, ME
	 *
	 	14600 Lakeside Circle 1300	 	Sterling Heights	 	MI	 		 	*	 	Gap	 	Detroit, MI
	 *
	 	27482 Novi Road C-243	 	Novi	 	MI	 		 	*	 	Gap	 	Detroit, MI
	 *
	 		 	ANN ARBOR	 	MI	 	48108	 		 	GAP	 	
	 *
	 	6523 Telegraph Road	 	Bloomfield Township	 	MI	 		 	*	 	Gap	 	Detroit, MI
	 *
	 	694 West 14 Mile Road	 	Troy	 	MI	 		 	*	 	Gap	 	Detroit, MI
	 *
	 	30825 Orchard Lake Rd	 	Farmington Hills	 	MI	 		 	*	 	Gap	 	Detroit, MI
	 *
	 	16836 Kercheval Avenue	 	Grosse Pointe	 	MI	 		 	*	 	Gap	 	Detroit, MI
	 *
	 	37604 West Sixth Mile Road #H680	 	Livonia	 	MI	 		 	*	 	Gap	 	Detroit, MI
	 *
	 	2800 W. Big Beaver Rd., Sp. 355	 	Troy	 	MI	 		 	*	 	Gap	 	Detroit, MI
	 *
	 	32321 Gratiot Space 660	 	Roseville	 	MI	 	48066	 		 	GAP/KIDS	 	
	 *
	 	232 North Adams	 	Rochester	 	MI	 		 	*	 	Gap	 	Detroit, MI
	 *
	 	12373 South Beyer Road	 	Birch Run	 	MI	 		 	*	 	Gap Inc. Outlet	 	Saginaw et al, MI



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	30 of 77









 Exhibit D-17 – Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	1475 Burkhart Road	  	Howell	  	MI	  	48843	  		  	BRF	  	
	 *
	  		  	Burch Run	  	MI	  	48415	  		  	BRF	  	
	 *
	  	22801 Woodward Ave	  	Ferndale	  	MI	  		  	*	  	Gap Inc. Outlet	  	Detroit, MI
	 *
	  	1475 North Burkhart Rd., Ste. E-250	  	Howell	  	MI	  		  	*	  	Gap Inc. Outlet	  	#N/A
	 *
	  	3875 Market Place Center	  	Traverse City	  	MI	  		  	*	  	Gap Inc. Outlet	  	MI AREA NOT IN ANY MSA
	 *
	  	 244 North. Adams
	  	Rochester Hills	  	MI	  		  	*	  	Banana Republic	  	Detroit, MI
	 *
	  	3020 Towne Centre Blvd.	  	Lansing	  	MI	  		  	*	  	Banana Republic	  	Lansing et al, MI
	 *
	  		  	ANN ARBOR	  	MI	  	48108	  		  	BR	  	
	 *
	  	4208 E. Blue Grass Road	  	Mt. Pleasant	  	MI	  	48858	  		  	ON	  	
	 *
	  	3665 28th St SE	  	Grand Rapids	  	MI	  	49512	  		  	ON	  	
	 *
	  	G-3619 Miller Rd	  	FLINT	  	MI	  		  	*	  	Old Navy	  	Flint, MI
	 *
	  	1982 Grand River Avenue	  	Okemos	  	MI	  		  	*	  	Old Navy	  	Lansing et al, MI
	 *
	  	12635 Felch Street, Suite 50	  	Holland	  	MI	  		  	*	  	Old Navy	  	Grand Rapids et al, MI
	 *
	  	32387 Gratiot Ave. #24	  	Roseville	  	MI	  		  	*	  	Old Navy	  	Detroit, MI
	 *
	  	5775 Beckley Road, Space 523	  	Battlecreek	  	MI	  		  	*	  	Old Navy	  	Kalamazoo et al, MI
	 *
	  	4350 24th Ave. - Sp 500	  	Fort Gratiot	  	MI	  		  	*	  	Old Navy	  	Detroit, MI
	 *
	  	2169 Telegraph Road	  	Bloomfield Hills	  	MI	  		  	*	  	Old Navy	  	Detroit, MI
	 *
	  	1132 So Rochester Rd.	  	Rochester Hills	  	MI	  		  	*	  	Old Navy	  	Detroit, MI
	 *
	  	1750 Dix Road	  	Lincoln Park	  	MI	  		  	*	  	Old Navy	  	Detroit, MI
	 *
	  	31365 Orchard Lake Road	  	Farmington Hills	  	MI	  		  	*	  	Old Navy	  	Detroit, MI
	 *
	  	3379 Tittawabassee Road	  	Saginaw	  	MI	  		  	*	  	Old Navy	  	Saginaw et al, MI
	 *
	  	6024 Westnedge	  	Portage	  	MI	  		  	*	  	Old Navy	  	Kalamazoo et al, MI
	 *
	  	5293 Harvey #400	  	Norton Shores	  	MI	  		  	*	  	Old Navy	  	Grand Rapids et al, MI
	 *
	  	43207 Crescent Blvd	  	Novi	  	MI	  		  	*	  	Old Navy	  	Detroit, MI
	 *
	  	3700 Rivertown Parkway #1006 & 2002	  	Grandville	  	MI	  		  	*	  	Old Navy	  	Grand Rapids et al, MI
	 *
	  	4806 Baldwin Road	  	Orion Township	  	MI	  		  	*	  	Old Navy	  	Detroit, MI
	 *
	  	13935 Hall Road	  	Shelby Township	  	MI	  		  	*	  	Old Navy	  	Detroit, MI
	 *
	  	3533 Washetenaw Ave.	  	Ann Arbor	  	MI	  		  	*	  	Old Navy	  	#N/A
	 *
	  	5330 W.Saginaw Highway,	  	Lansing	  	MI	  		  	*	  	Old Navy	  	Lansing et al, MI
	 *
	  	4224 East Court Street	  	Burton	  	MI	  		  	*	  	Old Navy	  	Flint, MI
	 *
	  	2121 N. Monroe St.	  	Monroe	  	MI	  		  	*	  	Old Navy	  	Detroit, MI
	 *
	  	1040 Fairplain Dr	  	Benton Harbor	  	MI	  		  	*	  	Old Navy	  	#N/A
	 *
	  	1221 Collidge Rd (Hwy)	  	Troy	  	MI	  		  	*	  	Old Navy	  	Detroit, MI
	 *
	  	1810 West Michigan Ave	  	Jackson	  	MI	  		  	*	  	Gap	  	Jackson, MI
	 *
	  	1982 Grand River Rr Sp 109	  	Okemos	  	MI	  		  	*	  	Gap	  	Lansing et al, MI
	 *
	  	3000 Towne Centre Blvd.	  	Lansing	  	MI	  		  	*	  	Gap	  	Lansing et al, MI
	 *
	  	3155 28th Street SE	  	Grand Rapids	  	MI	  		  	*	  	Gap	  	Grand Rapids et al, MI
	 *
	  	6650 South Westnedge	  	Portage	  	MI	  		  	*	  	Gap	  	Kalamazoo et al, MI
	 *
	  	4350 24th ave suite # 214	  	Fort Gratiot	  	MI	  		  	*	  	Gap	  	Detroit, MI
	 *
	  	3700 Rivertown Parkway Suite 2052	  	Grandville	  	MI	  		  	*	  	Gap	  	Grand Rapids et al, MI
	 *
	  	5600 Harvey St.	  	Muskegon	  	MI	  		  	*	  	Gap	  	Grand Rapids et al, MI
	 *
	  	6650 South Westnedge Ave	  	Portage	  	MI	  		  	*	  	Banana Republic	  	Kalamazoo et al, MI
	 *
	  	14500 LaPlaisance Road, Suite D-20	  	Monroe	  	MI	  		  	*	  	Gap Inc. Outlet	  	Detroit, MI
	 *
	  	1475 N. Brukhart Rd., Sp H-150	  	Howell	  	MI	  		  	*	  	Gap Inc. Outlet	  	#N/A
	 *
	  	12205 Marketplace Dr. Sp. # 60H	  	Birch Run	  	MI	  		  	*	  	Gap Inc. Outlet	  	Saginaw et al, MI



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	31 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	 	 Street Address
	 	 City
	 	 State
	 	 Zip
	 	 NPA-NXX
	 	 Division
	 	 Metropolitan Area

	 *
	 	4787 Fashion Square Mall Sp# A-112	 	Saginaw	 	MI	 		 	*	 	Gap	 	Saginaw et al, MI
	 *
	 	3735 Marketplace Circle	 	Traverse City	 	MI	 		 	*	 	Gap Inc. Outlet	 	MI AREA NOT IN ANY MSA
	 *
	 	12330 James Street SP# 190	 	Holland	 	MI	 		 	*	 	Gap Inc. Outlet	 	Grand Rapids et al, MI
	 *
	 	2990 Cook Road	 	West Branch	 	MI	 		 	*	 	Gap Inc. Outlet	 	MI AREA NOT IN ANY MSA
	 *
	 	27434 Novi Road	 	Novi	 	MI	 		 	*	 	Banana Republic	 	Detroit, MI
	 *
	 	3195 28th St. SE	 	Grand Rapids	 	MI	 	49512	 		 	BR	 	
	 *
	 	14600 Lakeside Circle Sp.#G220	 	Sterling Heights	 	MI	 		 	*	 	Banana Republic	 	Detroit, MI
	 *
	 	3700 Rivertown Pkwy SP 1060	 	Grandville	 	MI	 		 	*	 	Banana Republic	 	Grand Rapids et al, MI
	 *
	 	2800 W. Big Beaver Rd. Space V364	 	Troy	 	MI	 		 	*	 	Gap	 	Detroit, MI
	 *
	 	27510 Novi (temp A-204)	 	Novi	 	MI	 		 	*	 	Gap	 	Detroit, MI
	 *
	 	27456 Novi Road # B-231	 	Novi	 	MI	 		 	*	 	Gap	 	Detroit, MI
	 *
	 	252 Briarwood Circle	 	Ann Arbor	 	MI	 		 	*	 	Gap	 	#N/A
	 *
	 	3001 White Bear Avenue Sp 2048	 	Maplewood	 	MN	 		 	*	 	Gap	 	Minneapolis et al, MN-WI
	 *
	 	2009 Burnsville Center	 	Burnsville	 	MN	 		 	*	 	Gap	 	Minneapolis et al, MN-WI
	 *
	 	8251 Flying Cloud Dr.	 	Eden Prairie	 	MN	 		 	*	 	Gap	 	Minneapolis et al, MN-WI
	 *
	 	1016 Rosedale Center,	 	Roseville	 	MN	 		 	*	 	Gap	 	Minneapolis et al, MN-WI
	 *
	 	12671 Wayzata Blvd	 	Minnetonka	 	MN	 		 	*	 	Gap	 	Minneapolis et al, MN-WI
	 *
	 	1114 Southdale Center	 	Edina	 	MN	 		 	*	 	Gap	 	Minneapolis et al, MN-WI
	 *
	 	South Blvd	 	Bloomington	 	MN	 		 	*	 	Gap	 	Minneapolis et al, MN-WI
	 *
	 	3000 Hennepin	 	Minneapolis	 	MN	 		 	*	 	Gap	 	Minneapolis et al, MN-WI
	 *
	 	80 South Eighth Street	 	Minneapolis	 	MN	 		 	*	 	Gap	 	Minneapolis et al, MN-WI
	 *
	 	8390 Tamarack Village Sp 508	 	Woodbury	 	MN	 		 	*	 	Gap	 	Minneapolis et al, MN-WI
	 *
	 	1600 Miller Trunk Hiway	 	Duluth	 	MN	 		 	*	 	Gap	 	Duluth et al, MN-WI
	 *
	 	4201 West Division St space # E-17	 	St. Cloud	 	MN	 		 	*	 	Gap	 	St. Cloud, MN
	 *
	 	333 Apache Mall #411	 	Rochester	 	MN	 		 	*	 	Gap	 	Rochester, MN
	 *
	 	398 Northtown Dr. N.E. Sp# MP-28	 	Blaine	 	MN	 		 	*	 	Gap	 	Minneapolis et al, MN-WI
	 *
	 	6415 La Beaux Ave.	 	Albertville	 	MN	 		 	*	 	Gap Inc. Outlet	 	Minneapolis et al, MN-WI
	 *
	 	38573 Tanger Dr.	 	North Branch	 	MN	 		 	*	 	Gap Inc. Outlet	 	Minneapolis et al, MN-WI
	 *
	 	10 Roseville Center	 	Roseville	 	MN	 		 	*	 	Banana Republic	 	Minneapolis et al, MN-WI
	 *
	 	12245 ELM CREEK BLVD N	 	Maple Grove	 	MN	 		 	*	 	Banana Republic	 	Minneapolis et al, MN-WI
	 *
	 	12129 Elm Creek Blvd	 	Maple Grove	 	MN	 	55369	 		 	Gap	 	
	 *
	 	6415 LaBeaux NE	 	Albertville	 	MN	 		 	*	 	Gap Inc. Outlet	 	Minneapolis et al, MN-WI
	 *
	 		 	St. Cloud	 	MN	 	53601	 		 	WHS	 	
	 *
	 	8020 Wedgewood Lane North	 	Maple Grove	 	MN	 		 	*	 	Old Navy	 	Minneapolis et al, MN-WI
	 *
	 	138 East Broadway	 	Bloomington	 	MN	 		 	*	 	Old Navy	 	Minneapolis et al, MN-WI
	 *
	 	8306 Tamarack Village	 	Woodbury	 	MN	 		 	*	 	Old Navy	 	Minneapolis et al, MN-WI
	 *
	 	1263 Promenade Place	 	Eagan	 	MN	 		 	*	 	Old Navy	 	Minneapolis et al, MN-WI
	 *
	 	7595 France Avenue Bldg D, Ste #110	 	Edina	 	MN	 		 	*	 	Old Navy	 	Minneapolis et al, MN-WI
	 *
	 	1620 New Brighton Blvd	 	Minneapolis	 	MN	 		 	*	 	Old Navy	 	Minneapolis et al, MN-WI
	 *
	 	12767 Riverdale Blvd	 	Coon Rapids	 	MN	 		 	*	 	Old Navy	 	Minneapolis et al, MN-WI
	 *
	 	1600 Miller Trunk Highway, Space L-20	 	Duluth	 	MN	 		 	*	 	Old Navy	 	Duluth et al, MN-WI
	 *
	 	3001 White Bear Avenue #1001-A	 	Maplewood	 	MN	 		 	*	 	Old Navy	 	Minneapolis et al, MN-WI
	 *
	 	8308 Highway 7	 	St. Louis Park	 	MN	 		 	*	 	Old Navy	 	Minneapolis et al, MN-WI
	 *
	 	50 25th St. South East	 	Rochester	 	MN	 		 	*	 	Old Navy	 	Rochester, MN
	 *
	 	8251 Flying Cloud Drive	 	Eden Praire	 	MN	 		 	*	 	Old Navy	 	Minneapolis et al, MN-WI



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	32 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	 	 Street Address
	 	 City
	 	 State
	 	 Zip
	 	 NPA-NXX
	 	 Division
	 	 Metropolitan Area

	 *
	 	1901 E. Madison Avenue	 	Mankato	 	MN	 		 	*	 	Old Navy	 	MN AREA NOT IN ANY MSA
	 *
	 	1079 Burnsville Center	 	Burnsville	 	MN	 		 	*	 	Old Navy	 	Minneapolis et al, MN-WI
	 *
	 	6415 Labeaux Ave.NE, Sp. A280	 	Albertville	 	MN	 		 	*	 	Gap Inc. Outlet	 	Minneapolis et al, MN-WI
	 *
	 	6750 W Frontage Road, Space 45B	 	Medford	 	MN	 		 	*	 	Gap Inc. Outlet	 	MN AREA NOT IN ANY MSA
	 *
	 	28573 Tanger Dr.	 	North Branch	 	MN	 		 	*	 	Gap Inc. Outlet	 	Minneapolis et al, MN-WI
	 *
	 	1672 Southdale Center	 	Edina	 	MN	 		 	*	 	Banana Republic	 	Minneapolis et al, MN-WI
	 *
	 	100 West Market #W100A	 	Bloomington	 	MN	 		 	*	 	Banana Republic	 	Minneapolis et al, MN-WI
	 *
	 	80 South Eight St., Sp.#214	 	Minneapolis	 	MN	 		 	*	 	Banana Republic	 	Minneapolis et al, MN-WI
	 *
	 	3925 West 50th	 	Edina	 	MN	 		 	*	 	Banana Republic	 	Minneapolis et al, MN-WI
	 *
	 	12533 Wayzata Blvd. Sp #150	 	Minnetonka	 	MN	 		 	*	 	Gap	 	Minneapolis et al, MN-WI
	 *
	 	1595 w.highway 36/1016 rosedale cntr	 	Roseville	 	MN	 		 	*	 	Gap	 	Minneapolis et al, MN-WI
	 *
	 	60 East Brodway Blvd.	 	Bloomington	 	MN	 		 	*	 	Gap	 	Minneapolis et al, MN-WI
	 *
	 	1504 Southdale Center Space B-101	 	Edina	 	MN	 		 	*	 	Gap	 	Minneapolis et al, MN-WI
	 *
	 	12667 Wayzata Blvd	 	Minnetonka	 	MN	 		 	*	 	Gap	 	Minneapolis et al, MN-WI
	 *
	 	915 COUNTY RD 42 WEST # 2073	 	Burnsville	 	MN	 		 	*	 	Gap	 	Minneapolis et al, MN-WI
	 *
	 	SPACE 140	 	KANSAS CITY	 	MO	 	64153	 		 	GAP	 	
	 *
	 	164 Crestwood Plaza	 	St. Louis	 	MO	 		 	*	 	Gap	 	St. Louis, MO-IL
	 *
	 	232 Chesterfield Mall	 	Chesterfield	 	MO	 		 	*	 	Gap	 	St. Louis, MO-IL
	 *
	 	1178 St Louis Galleria	 	St. Louis	 	MO	 		 	*	 	Gap	 	St. Louis, MO-IL
	 *
	 	2825 South Glenstone	 	Springfield	 	MO	 		 	*	 	Gap	 	Springfield, MO
	 *
	 	2300 Bernadette, Space #330	 	Columbia	 	MO	 		 	*	 	Gap	 	Columbia, MO
	 *
	 	1074 St. Louis Galleria	 	St. Louis	 	MO	 		 	*	 	Gap	 	St. Louis, MO-IL
	 *
	 	1600 Mid Rivers Mall	 	St. Peters	 	MO	 		 	*	 	Gap	 	St. Louis, MO-IL
	 *
	 	101 Rangeline Road	 	Joplin	 	MO	 		 	*	 	Gap	 	Joplin, MO
	 *
	 	422 South County Centerway	 	St. Louis	 	MO	 		 	*	 	Gap	 	St. Louis, MO-IL
	 *
	 	424 West 47th Street	 	Kansas City	 	MO	 		 	*	 	Gap	 	Kansas City, MO-KS
	 *
	 	1078 Independence Center Drive	 	Independence	 	MO	 		 	*	 	Gap	 	Kansas City, MO-KS
	 *
	 	300 Tanger Blvd	 	Branson	 	MO	 	65616	 		 	BRF	 	
	 *
	 	300 Tanger Blvd	 	Branson	 	MO	 		 	*	 	Gap Inc. Outlet	 	MO AREA NOT IN ANY MSA
	 *
	 	4785 PARK 370 BLVD	 	Hazelwood	 	MO	 		 	*	 	Old Navy	 	St. Louis, MO-IL
	 *
	 	STADIUM BLVD & ASH ST	 	COLUMBIA	 	MO	 	65203	 		 	OLD NAVY	 	
	 *
	 	3535 Missouri Blvd	 	JEFFERSON CITY	 	MO	 		 	*	 	Old Navy	 	MO AREA NOT IN ANY MSA
	 *
	 		 	Saint Joeseph	 	MO	 	64506	 		 	ON	 	
	 *
	 		 	O’Fallon	 	MO	 	63366	 		 	ON	 	
	 *
	 	134 West Park Mall	 	Cape Girardeau	 	MO	 	63703	 		 	ON	 	
	 *
	 	47 E. Chesterfield Mall	 	Chesterfield	 	MO	 		 	*	 	Old Navy	 	St. Louis, MO-IL
	 *
	 	18813 East 39th	 	Independence	 	MO	 		 	*	 	Old Navy	 	Kansas City, MO-KS
	 *
	 	8881 Ladue Rd., Sp. B	 	Ladue	 	MO	 		 	*	 	Old Navy	 	St. Louis, MO-IL
	 *
	 	12519 Olive Blvd	 	Creve Coeur	 	MO	 		 	*	 	Old Navy	 	St. Louis, MO-IL
	 *
	 	10940 Sunset Plaza	 	St. Louis	 	MO	 		 	*	 	Old Navy	 	St. Louis, MO-IL
	 *
	 	8321 N.W. Roanridge Road #G	 	Kansas City	 	MO	 		 	*	 	Old Navy	 	Kansas City, MO-KS
	 *
	 	2825 S. Glenstone Ave, Space #D01B	 	Springfield	 	MO	 		 	*	 	Old Navy	 	Springfield, MO
	 *
	 	4498 Lemay Ferry Road	 	Mehlville	 	MO	 		 	*	 	Old Navy	 	St. Louis, MO-IL
	 *
	 	4201 South Noland Road, Sp. I	 	Independence	 	MO	 		 	*	 	Old Navy	 	Kansas City, MO-KS
	 *
	 	101 North Range Line	 	Joplin	 	MO	 		 	*	 	Old Navy	 	Joplin, MO



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	33 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	 	 Street Address
	 	 City
	 	 State
	 	 Zip
	 	 NPA-NXX
	 	 Division
	 	 Metropolitan Area

	 *
	 	1656 N. W. Chipman Rd.	 	Lees Summit	 	MO	 		 	*	 	Old Navy	 	Kansas City, MO-KS
	 *
	 	2300 Bernadette Dr. - Sp. 428	 	Columbia	 	MO	 		 	*	 	Gap	 	Columbia, MO
	 *
	 	4540 HIGHWAY 54	 	Osage Beach	 	MO	 		 	*	 	Gap Inc. Outlet	 	MO AREA NOT IN ANY MSA
	 *
	 	1498 W. Old Highway 40 Sp#G-280	 	Odessa	 	MO	 		 	*	 	Gap Inc. Outlet	 	Kansas City, MO-KS
	 *
	 	1000 Warrenton Outlet Center, Suite 36	 	Warrenton	 	MO	 		 	*	 	Gap Inc. Outlet	 	St. Louis, MO-IL
	 *
	 	300 Tanger Blvd., Suite 510	 	Branson	 	MO	 		 	*	 	Gap Inc. Outlet	 	MO AREA NOT IN ANY MSA
	 *
	 	85 Plaza Frontenac	 	St. Louis	 	MO	 		 	*	 	Banana Republic	 	St. Louis, MO-IL
	 *
	 	440 West 47 Street, Suite 110	 	Kansas City	 	MO	 		 	*	 	Banana Republic	 	Kansas City, MO-KS
	 *
	 	1456 St. Louis Galleria	 	St. Louis	 	MO	 		 	*	 	Banana Republic	 	St. Louis, MO-IL
	 *
	 	Clarkson and US 40, Unit 632	 	Chesterfield	 	MO	 		 	*	 	Banana Republic	 	St. Louis, MO-IL
	 *
	 	424 West 47th Street	 	KANSAS CITY	 	MO	 	64112	 		 	GAP	 	
	 *
	 	2825 South Glenstone, #U3A	 	Springfield	 	MO	 		 	*	 	Gap	 	Springfield, MO
	 *
	 	2035 Independence Center Drive F03A	 	Independence	 	MO	 		 	*	 	Gap	 	Kansas City, MO-KS
	 *
	 	1085 St Louis Galleria	 	St. Louis	 	MO	 		 	*	 	Gap	 	St. Louis, MO-IL
	 *
	 		 	KANSAS CITY	 	MO	 	64153	 		 	KID	 	
	 *
	 	13118 Old Hwy 61N	 	Robinsonville	 	MS	 		 	*	 	Gap Inc. Outlet	 	MS AREA NOT IN ANY MSA
	 *
	 	1163 Bonita Lakes Circle	 	Meridian	 	MS	 		 	*	 	Old Navy	 	MS AREA NOT IN ANY MSA
	 *
	 	1200 East County Lane #185	 	Ridgeland	 	MS	 		 	*	 	Gap	 	Jackson, MS
	 *
	 	1000 Turtle Creek, Sp. 740	 	Hattiesburg	 	MS	 		 	*	 	Gap	 	Hattiesburg, MS
	 *
	 	2600 Beach Blvd., Sp. 38	 	Biloxi	 	MS	 		 	*	 	Gap	 	#N/A
	 *
	 	1001 Barnes Crossing Rd., Sp 717	 	Tupelo	 	MS	 		 	*	 	Gap	 	MS AREA NOT IN ANY MSA
	 *
	 	1190 Bonita Lakes Circle #190	 	Meridian	 	MS	 		 	*	 	Gap	 	MS AREA NOT IN ANY MSA
	 *
	 	136 Dog Wood Blvd	 	Flowood	 	MS	 		 	*	 	Gap	 	Jackson, MS
	 *
	 	1049 East County Line Road #C	 	Jackson	 	MS	 		 	*	 	Old Navy	 	Jackson, MS
	 *
	 	15100 Crossroads Parkway	 	Gulfport	 	MS	 		 	*	 	Old Navy	 	#N/A
	 *
	 	3858 Market Cente Dr	 	Tupelo	 	MS	 		 	*	 	Old Navy	 	MS AREA NOT IN ANY MSA
	 *
	 	155 Goodman Rd. West	 	Southhaven	 	MS	 		 	*	 	Old Navy	 	Memphis, TN-AR-MS
	 *
	 	1488 Old Aberdeen Road	 	Columbus	 	MS	 		 	*	 	Old Navy	 	MS AREA NOT IN ANY MSA
	 *
	 	10830 Factory Shops Blvd.	 	Gulfport	 	MS	 		 	*	 	Gap Inc. Outlet	 	#N/A
	 *
	 	230 Dogwood Blvd	 	Flowood	 	MS	 		 	*	 	Old Navy	 	Jackson, MS
	 *
	 	1001 Barnes Crossing Sp. 208	 	Tupelo	 	MS	 		 	*	 	Gap	 	MS AREA NOT IN ANY MSA
	 *
	 	4000 S. Frontage Rd Sp# B-2	 	Vicksburg	 	MS	 		 	*	 	Gap Inc. Outlet	 	MS AREA NOT IN ANY MSA
	 *
	 	10850 Factory Shops	 	Gulfport	 	MS	 		 	*	 	Gap Inc. Outlet	 	#N/A
	 *
	 	1200 East County Line #126	 	Ridgeland	 	MS	 		 	*	 	Banana Republic	 	Jackson, MS
	 *
	 	1200 East Countyline Road Level 2, #70	 	Ridgeland	 	MS	 		 	*	 	Gap	 	Jackson, MS
	 *
	 	300 South 24th St. West	 	Billings	 	MT	 		 	*	 	Gap	 	#N/A
	 *
	 	2901 Brooks St. Sp #D-10	 	Missoula	 	MT	 		 	*	 	Gap	 	Missoula, MT
	 *
	 	1900 North 19th street	 	Bozeman	 	MT	 		 	*	 	Gap	 	MT AREA NOT IN ANY MSA
	 *
	 	2800 King Avenue, West	 	Billings	 	MT	 		 	*	 	Old Navy	 	#N/A
	 *
	 	1601 Marketplace Drive,	 	Great Falls	 	MT	 		 	*	 	Old Navy	 	Great Falls, MT
	 *
	 	1540 North 19th Avenue	 	Bozeman	 	MT	 		 	*	 	Old Navy	 	MT AREA NOT IN ANY MSA
	 *
	 	2800 North Reserve Street	 	Missoula	 	MT	 		 	*	 	Old Navy	 	Missoula, MT
	 *
	 	2901 Brooks St., Sp. H-2	 	Missoula	 	MT	 		 	*	 	Gap	 	Missoula, MT
	 *
	 	US Hwy 321	 	Blowing Rock	 	NC	 	28605	 		 	BRF	 	
	 *
	 	1025 Industrial Park Dr	 	Smithfield	 	NC	 	27577	 		 	BRF	 	



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	34 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	3 South Tunnel Rd.	  	Asheville	  	NC	  		  	*	  	Banana Republic	  	#N/A
	 *
	  	8605 Townley Road	  	Huntersville	  	NC	  		  	*	  	Banana Republic	  	Charlotte et al, NC
	 *
	  	Capital Blvd & Old Wake Forest Rd	  	Raleigh	  	NC	  	27603	  		  	ON	  	
	 *
	  	EVANS STREET & GREENVILLE BLVD.	  	GREENVILLE	  	NC	  	27834	  		  	OLD NAVY	  	
	 *
	  	3 South Tunnel Road	  	Asheville	  	NC	  		  	*	  	Gap	  	#N/A
	 *
	  	1960 Highway 70 S.E. Sp. 166	  	Hickory	  	NC	  		  	*	  	Gap	  	Hickory et al, NC
	 *
	  	4400 Sharon & Fairview	  	Charlotte	  	NC	  		  	*	  	Gap	  	Charlotte et al, NC
	 *
	  	3320 Silas Creek Parkway	  	Winston-Salem	  	NC	  		  	*	  	Gap	  	Greensboro et al, NC
	 *
	  	11025 Carolina Place	  	Pineville	  	NC	  		  	*	  	Gap	  	Charlotte et al, NC
	 *
	  	245 Four Seasons Town Center Space #23	  	Greensboro	  	NC	  		  	*	  	Gap	  	Greensboro et al, NC
	 *
	  	800-A Friendly Center Rd F1-F2	  	Greensboro	  	NC	  		  	*	  	Gap	  	Greensboro et al, NC
	 *
	  	417 Cross Creek Mall space	  	Fayetteville	  	NC	  		  	*	  	Gap	  	Fayetteville, NC
	 *
	  	8022 Providence Road	  	Charlotte	  	NC	  		  	*	  	Gap	  	Charlotte et al, NC
	 *
	  	8720 JW Clay Blvd suite # 5	  	Charlotte	  	NC	  		  	*	  	Gap	  	Charlotte et al, NC
	 *
	  	921 Eastchester Drive	  	High Point	  	NC	  		  	*	  	Gap	  	Greensboro et al, NC
	 *
	  	1480 Corcord Pkwy North	  	Concord	  	NC	  		  	*	  	Gap	  	Charlotte et al, NC
	 *
	  	8701 Townley Road	  	Huntersville	  	NC	  		  	*	  	Gap	  	Charlotte et al, NC
	 *
	  	1208B Bridford Parkway	  	Greensboro	  	NC	  		  	*	  	Old Navy	  	Greensboro et al, NC
	 *
	  	1880 Catawba Valley Blvd. SE	  	Hickory	  	NC	  		  	*	  	Old Navy	  	Hickory et al, NC
	 *
	  	352-10 S. College Rd.	  	Wilmington	  	NC	  		  	*	  	Old Navy	  	Wilmington, NC
	 *
	  	5424 New Hope Commons Drive	  	Durham	  	NC	  		  	*	  	Old Navy	  	Raleigh et al, NC
	 *
	  	9000 J.M. Keynes Drive	  	Charlotte	  	NC	  		  	*	  	Old Navy	  	Charlotte et al, NC
	 *
	  	9551 South Blvd.	  	Charlotte	  	NC	  		  	*	  	Old Navy	  	Charlotte et al, NC
	 *
	  	3401 Pineville Matthews Road	  	Charlotte	  	NC	  		  	*	  	Old Navy	  	Charlotte et al, NC
	 *
	  	3320 Silas Creek Pkwy #BU648	  	Winston-Salem	  	NC	  		  	*	  	Old Navy	  	Greensboro et al, NC
	 *
	  	9751 Sam Furr Road	  	Huntersville	  	NC	  		  	*	  	Old Navy	  	Charlotte et al, NC
	 *
	  	3692 E. Franklin Boulevard	  	Gastonia	  	NC	  		  	*	  	Old Navy	  	Charlotte et al, NC
	 *
	  	131 Glensford Drive, Space 102	  	Fayetteville	  	NC	  		  	*	  	Old Navy	  	Fayetteville, NC
	 *
	  	2070 Sam Rittenburg Blvd. #A-116	  	Charleston	  	NC	  		  	*	  	Old Navy	  	Charleston et al, SC
	 *
	  	3000 Northline Ave.	  	Greensboro	  	NC	  		  	*	  	Old Navy	  	Greensboro et al, NC
	 *
	  	4325 Glenwood Avenue #252	  	Raleigh	  	NC	  		  	*	  	Gap	  	Raleigh et al, NC
	 *
	  	1105 Walnut Street Space G-116	  	Cary	  	NC	  		  	*	  	Gap	  	Raleigh et al, NC
	 *
	  	3500 Oleander Dr. #A10	  	Wilmington	  	NC	  		  	*	  	Gap	  	Wilmington, NC
	 *
	  	714 SE Greenville Blvd., Sp. B1 - B3	  	Greeneville	  	NC	  		  	*	  	Gap	  	Greenville, NC
	 *
	  	375 Western Blvd., Sp. G7	  	Jacksonville	  	NC	  		  	*	  	Gap	  	Jacksonville, NC
	 *
	  	6910 Fayetteville Rd.	  	Durham	  	NC	  		  	*	  	Gap	  	Raleigh et al, NC
	 *
	  	1250 Western Blvd.,	  	Jacksonville	  	NC	  		  	*	  	Old Navy	  	Jacksonville, NC
	 *
	  	246 North Newhope Rd., Sp. 207	  	Gastonia	  	NC	  		  	*	  	Gap	  	Charlotte et al, NC
	 *
	  	8111 Concord Mills Blvd.	  	Concord	  	NC	  		  	*	  	Old Navy	  	Charlotte et al, NC
	 *
	  	1058 West Club Blvd., Sp 234	  	Durham	  	NC	  		  	*	  	Old Navy	  	Raleigh et al, NC
	 *
	  	8111 Concord Mills Blvd.	  	Concord	  	NC	  		  	*	  	Gap Inc. Outlet	  	Charlotte et al, NC
	 *
	  	385 Faith Rd.	  	Salisbury	  	NC	  		  	*	  	Old Navy	  	Charlotte et al, NC
	 *
	  	10530 I Northeast	  	Matthews	  	NC	  		  	*	  	Old Navy	  	Charlotte et al, NC
	 *
	  	1587 Benvenue Rd.	  	Rocky Mount	  	NC	  		  	*	  	Old Navy	  	Rocky Mount, NC
	 *
	  	330 Crossroads Plaza	  	CARY	  	NC	  		  	*	  	Old Navy	  	Raleigh et al, NC



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	35 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	801 Friendly Center Road Sp F1	  	Greensboro	  	NC	  		  	*	  	Gap	  	Greensboro et al, NC
	 *
	  	3500 Oleander Drive	  	Wilmington	  	NC	  		  	*	  	Gap	  	Wilmington, NC
	 *
	  	3320 Silas Creek Parkway #5516	  	Winston-Salem	  	NC	  		  	*	  	Gap	  	Greensboro et al, NC
	 *
	  	6910 Fayetteville Rd., Suite 130	  	Durham	  	NC	  		  	*	  	Banana Republic	  	Raleigh et al, NC
	 *
	  	1025 Industrial Drive Space #720	  	Smithfield	  	NC	  		  	*	  	Gap Inc. Outlet	  	Raleigh et al, NC
	 *
	  	US Highway 321 space 57	  	Blowing Rock	  	NC	  		  	*	  	Gap Inc. Outlet	  	Hickory et al, NC
	 *
	  	7100 So. Croatan Highway, Suite 8	  	Nags Head	  	NC	  		  	*	  	Gap Inc. Outlet	  	NC AREA NOT IN ANY MSA
	 *
	  	8111 Concord Mills Boulevard Suite 641	  	Concord	  	NC	  		  	*	  	Gap Inc. Outlet	  	Charlotte et al, NC
	 *
	  	6841 MAIN STREET	  	WILMINGTON	  	NC	  	28405	  		  	BR	  	
	 *
	  	4400 Sharon Road Sp. #E12-E13A	  	Charlotte	  	NC	  		  	*	  	Banana Republic	  	Charlotte et al, NC
	 *
	  	3320 Silas Creek Pkwy # 548	  	Winston-Salem	  	NC	  		  	*	  	Banana Republic	  	Greensboro et al, NC
	 *
	  	4325 Glenwood Avenue	  	Raleigh	  	NC	  		  	*	  	Banana Republic	  	Raleigh et al, NC
	 *
	  	801-B Friendly Center Rd., Sp.#801-B	  	Greensboro	  	NC	  		  	*	  	Banana Republic	  	Greensboro et al, NC
	 *
	  	3320 Silas Creek Pkwy - Sp. #GU-7732	  	Winston-Salem	  	NC	  		  	*	  	Gap	  	Greensboro et al, NC
	 *
	  	4325 Glenwood Ave. Sp. 230A	  	Raleigh	  	NC	  		  	*	  	Gap	  	Raleigh et al, NC
	 *
	  	248 Four Seasons Town Centre	  	Greensboro	  	NC	  		  	*	  	Gap	  	Greensboro et al, NC
	 *
	  	3 South Tunnel Road	  	Asheville	  	NC	  		  	*	  	Gap	  	#N/A
	 *
	  	4325 Glenwood Avenue	  	Raleigh	  	NC	  		  	*	  	Gap	  	Raleigh et al, NC
	 *
	  	11025 Carolina Place	  	Pineville	  	NC	  		  	*	  	Gap	  	Charlotte et al, NC
	 *
	  	I-29 & 13th Avenue South	  	Fargo	  	ND	  		  	*	  	Gap	  	Fargo et al, ND-MN
	 *
	  	2800 Columbia Rd	  	Grand Forks	  	ND	  		  	*	  	Gap	  	Grand Forks, ND-MN
	 *
	  	2400 10th Street SW 622	  	Minot	  	ND	  		  	*	  	Old Navy	  	ND AREA NOT IN ANY MSA
	 *
	  	3801 32nd Ave. South	  	Grand Forks	  	ND	  		  	*	  	Old Navy	  	Grand Forks, ND-MN
	 *
	  	1500 13TH Ave. East	  	West Fargo	  	ND	  		  	*	  	Old Navy	  	Fargo et al, ND-MN
	 *
	  	Interstate 29 & 13th Avenue South	  	Fargo	  	ND	  		  	*	  	Gap	  	Fargo et al, ND-MN
	 *
	  	3001 South 144 Space 20-29	  	Omaha	  	NE	  		  	*	  	Gap	  	Omaha, NE-IA
	 *
	  	2910 Pine Lake Rd. Suite A	  	Lincoln	  	NE	  		  	*	  	Gap	  	Lincoln, NE
	 *
	  	7400 Dodge street	  	Omaha	  	NE	  		  	*	  	Gap	  	Omaha, NE-IA
	 *
	  	5011 2nd Avenue Sp. 7-12	  	Kearney	  	NE	  		  	*	  	Gap	  	NE AREA NOT IN ANY MSA
	 *
	  	10000 California Street, Suite 1237	  	Omaha	  	NE	  		  	*	  	Old Navy	  	Omaha, NE-IA
	 *
	  	2950 Pine Lake Road, Suite A	  	Lincoln	  	NE	  		  	*	  	Old Navy	  	Lincoln, NE
	 *
	  	5027 Second Avenue, Ste. 37	  	Kearney	  	NE	  		  	*	  	Old Navy	  	NE AREA NOT IN ANY MSA
	 *
	  	3123 Oakview Drive	  	Omaha	  	NE	  		  	*	  	Old Navy	  	Omaha, NE-IA
	 *
	  	7400 Dodge Street #0D08A	  	Omaha	  	NE	  		  	*	  	Old Navy	  	Omaha, NE-IA
	 *
	  	10335 Pacific Street	  	Omaha	  	NE	  		  	*	  	Banana Republic	  	Omaha, NE-IA
	 *
	  	2940 Pike Lake Rd.	  	Lincoln	  	NE	  		  	*	  	Banana Republic	  	Lincoln, NE
	 *
	  	3001 South 144th St. Sp E-5	  	Omaha	  	NE	  		  	*	  	Gap	  	Omaha, NE-IA
	 *
	  	1 Common Court	  	North Conway	  	NH	  	3860	  		  	ONO	  	
	 *
	  	120 Laconia Road	  	Tilton	  	NH	  	3276	  		  	BRF	  	
	 *
	  	310 Daniel Webster	  	Nashua	  	NH	  		  	*	  	Gap	  	Boston et al, MA-NH
	 *
	  	1500 South Willow St	  	Manchester	  	NH	  		  	*	  	Gap	  	Boston et al, MA-NH
	 *
	  	248 Loudon Road #1206	  	Concord	  	NH	  		  	*	  	Gap	  	NH AREA NOT IN ANY MSA
	 *
	  	Fox Run Road	  	Newington	  	NH	  		  	*	  	Gap	  	Boston et al, MA-NH
	 *
	  	99 Rockingham Park Bvld	  	Salem	  	NH	  		  	*	  	Gap	  	Boston et al, MA-NH
	 *
	  	19 Congress Street	  	Portsmouth	  	NH	  		  	*	  	Gap	  	Boston et al, MA-NH



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	36 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	20 South Main Street	  	Hanover	  	NH	  		  	*	  	Gap	  	NH AREA NOT IN ANY MSA
	 *
	  	310 Daniel Webster Hwy.	  	Nashua	  	NH	  		  	*	  	Banana Republic	  	Boston et al, MA-NH
	 *
	  	99 Rockingham Park Blvd	  	Salem	  	NH	  		  	*	  	Banana Republic	  	Boston et al, MA-NH
	 *
	  		  	Manchester	  	NH	  	3103	  		  	WHS	  	
	 *
	  	4 East Spitbrook Rd.	  	Nashua	  	NH	  		  	*	  	Old Navy	  	Boston et al, MA-NH
	 *
	  	270 Louden Rd	  	Concord	  	NH	  		  	*	  	Old Navy	  	NH AREA NOT IN ANY MSA
	 *
	  	45 Gosling Road #8	  	Newington	  	NH	  		  	*	  	Old Navy	  	Boston et al, MA-NH
	 *
	  	Rte. 16 Main St.	  	North Conway	  	NH	  		  	*	  	Gap Inc. Outlet	  	NH AREA NOT IN ANY MSA
	 *
	  	120 Laconia Rd., Suite 110 & 112	  	Tilton	  	NH	  		  	*	  	Gap Inc. Outlet	  	NH AREA NOT IN ANY MSA
	 *
	  	Route 16, Sp . E-10	  	No. Conway	  	NH	  		  	*	  	Gap Inc. Outlet	  	NH AREA NOT IN ANY MSA
	 *
	  	100 Market Street Sp. 6	  	Portsmouth	  	NH	  		  	*	  	Banana Republic	  	Boston et al, MA-NH
	 *
	  	310 Daniel Webster Hwy	  	Nashua	  	NH	  		  	*	  	Gap	  	Boston et al, MA-NH
	 *
	  	Cherry Hill Mall, Route 38 #514	  	Cherry Hill	  	NJ	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	Deptford Mall Space 1D4	  	Deptford	  	NJ	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	220 Quakerbridge Mall	  	Lawrenceville	  	NJ	  		  	*	  	Gap	  	Trenton, NJ
	 *
	  	400 Route 38	  	Moorestown	  	NJ	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	3849 S DELSEA DRIVE	  	Vineland	  	NJ	  		  	*	  	Gap	  	Vineland et al, NJ
	 *
	  	3535 US Route One #110	  	Princeton	  	NJ	  		  	*	  	Gap	  	Trenton, NJ
	 *
	  	4403 Black Horse Pike, Sp. #260	  	Mays Landing	  	NJ	  		  	*	  	Gap	  	#N/A
	 *
	  	1200 Highway 22 East, Sp.630	  	Phillipsburg	  	NJ	  		  	*	  	Gap	  	Newark, NJ
	 *
	  	300 Route 73 Suite # N-326 & O-326	  	Marlton	  	NJ	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	112 Eisenhower Parkway #1007	  	Livingston	  	NJ	  		  	*	  	Gap	  	Newark, NJ
	 *
	  	405 Paramus Park	  	Paramus	  	NJ	  		  	*	  	Gap	  	#N/A
	 *
	  	210 Woodbridge Center	  	Woodbridge	  	NJ	  		  	*	  	Gap	  	Middlesex et al, NJ
	 *
	  	Route 35 & 36 #3004	  	Eatontown	  	NJ	  		  	*	  	Gap	  	Monmouth et al, NJ
	 *
	  	Route 4 & 17	  	Paramus	  	NJ	  		  	*	  	Gap	  	#N/A
	 *
	  	Route 4 & Forest Ave #12/C	  	Paramus	  	NJ	  		  	*	  	Gap Inc. Outlet	  	#N/A
	 *
	  	491 Menlo Park Mall	  	Edison	  	NJ	  		  	*	  	Gap	  	Middlesex et al, NJ
	 *
	  	1201 Hooper Ave	  	Toms River	  	NJ	  		  	*	  	Gap	  	Monmouth et al, NJ
	 *
	  	Route 80 & Mt. Hope Ave. #1083 & #1084	  	Rockaway	  	NJ	  		  	*	  	Gap	  	Newark, NJ
	 *
	  	Route 24, JFK Parkway, Space #D123	  	Short Hills	  	NJ	  		  	*	  	Gap	  	Newark, NJ
	 *
	  	1400 Willowbrook Mall 1625 perm	  	wayne	  	NJ	  		  	*	  	Gap	  	#N/A
	 *
	  	501 ROUTE 17	  	Paramus	  	NJ	  		  	*	  	Gap	  	#N/A
	 *
	  	142 Westwood Avenue	  	Westwood	  	NJ	  		  	*	  	Gap	  	#N/A
	 *
	  	251 Highway 18	  	East Brunswick	  	NJ	  		  	*	  	Gap	  	Middlesex et al, NJ
	 *
	  	235 East Ridgewood Avenue	  	Ridgewood	  	NJ	  		  	*	  	Gap	  	#N/A
	 *
	  	380 Riverside Square	  	Hackensack	  	NJ	  		  	*	  	Gap	  	#N/A
	 *
	  	591 Route 35	  	Shrewsbury	  	NJ	  		  	*	  	Gap	  	Monmouth et al, NJ
	 *
	  	2130 Hwy 35 S	  	Holmdel	  	NJ	  		  	*	  	Old Navy	  	Monmouth et al, NJ
	 *
	  	102 N. Michigan Ave.	  	Atlantic City	  	NJ	  		  	*	  	Gap Inc. Outlet	  	#N/A
	 *
	  	100 Menlo Park	  	Edison	  	NJ	  		  	*	  	Banana Republic	  	Middlesex et al, NJ
	 *
	  	3056 State Rt 10	  	Denville(Dover)	  	NJ	  		  	*	  	Banana Republic	  	Newark, NJ
	 *
	  	537 MONMOUTH ROAD	  	Jackson	  	NJ	  		  	*	  	Gap Inc. Outlet	  	Monmouth et al, NJ
	 *
	  	1800 N. Michigan Ave	  	Atlantic City	  	NJ	  	8401	  		  	BRF	  	
	 *
	  	300 International Dr. South	  	Flanders	  	NJ	  		  	*	  	Old Navy	  	Newark, NJ



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	37 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	3115 Kennedy Blvd.	  	North Bergen	  	NJ	  		  	*	  	Old Navy	  	Jersey City, NJ
	 *
	  	651 Kapkowski Rd., Ste. 10	  	Elizabeth	  	NJ	  		  	*	  	Old Navy	  	Newark, NJ
	 *
	  	1515 Route 22 West	  	Watchung	  	NJ	  		  	*	  	Old Navy	  	Middlesex et al, NJ
	 *
	  	300 Promenade Blvd.	  	Bridgewater	  	NJ	  		  	*	  	Old Navy	  	Middlesex et al, NJ
	 *
	  	755 State Highway 18	  	East Brunswick	  	NJ	  		  	*	  	Old Navy	  	Middlesex et al, NJ
	 *
	  	100 Cumberland Mall Space C-11	  	Vineland	  	NJ	  		  	*	  	Old Navy	  	Vineland et al, NJ
	 *
	  	1200 Hwy 22, Space 612	  	Phillipsburg	  	NJ	  		  	*	  	Old Navy	  	Newark, NJ
	 *
	  	701 Route 440 Sp39,41,42,43,44	  	Jersey City	  	NJ	  		  	*	  	Old Navy	  	Jersey City, NJ
	 *
	  	56 Chambers Bridge & Rte. 70	  	Brick	  	NJ	  		  	*	  	Old Navy	  	Monmouth et al, NJ
	 *
	  	485 River Road	  	Edgewater	  	NJ	  		  	*	  	Old Navy	  	#N/A
	 *
	  	250 Consumer’s Square	  	May’s Landing	  	NJ	  		  	*	  	Old Navy	  	#N/A
	 *
	  	1101 Nixon Dr.	  	Moorestown	  	NJ	  		  	*	  	Old Navy	  	Philadelphia, PA-NJ
	 *
	  	Rt. 23 #20	  	Wayne	  	NJ	  		  	*	  	Old Navy	  	#N/A
	 *
	  	977 Valley Road, Bldg F1	  	Gillette	  	NJ	  		  	*	  	Old Navy	  	Newark, NJ
	 *
	  	447 Menlo Park Mall	  	Edison	  	NJ	  		  	*	  	Old Navy	  	Middlesex et al, NJ
	 *
	  	State Hwy 35 - Space #2101	  	Eatontown	  	NJ	  		  	*	  	Old Navy	  	Monmouth et al, NJ
	 *
	  	1140 Paramus Park	  	Paramus	  	NJ	  		  	*	  	Old Navy	  	#N/A
	 *
	  	1557 Almonesson Road	  	Deptford	  	NJ	  		  	*	  	Old Navy	  	Philadelphia, PA-NJ
	 *
	  	3710 Route 9 #B140	  	Freehold	  	NJ	  		  	*	  	Old Navy	  	Monmouth et al, NJ
	 *
	  	Garden St. Pl. - 355 State Hwy #17 - U	  	Paramus	  	NJ	  		  	*	  	Old Navy	  	#N/A
	 *
	  	530 West Mount Pleasant Avenue	  	Livingston	  	NJ	  		  	*	  	Old Navy	  	Newark, NJ
	 *
	  	1321 Cenntennial Ave	  	Piscataway	  	NJ	  		  	*	  	Old Navy	  	Middlesex et al, NJ
	 *
	  	651Kapowski Rd. spc.1024	  	Elizabeth	  	NJ	  		  	*	  	Gap Inc. Outlet	  	Newark, NJ
	 *
	  	200 Quakebridge Mall	  	Lawrence Township	  	NJ	  		  	*	  	Old Navy	  	Trenton, NJ
	 *
	  	121 Market St	  	Newark	  	NJ	  		  	*	  	Old Navy	  	Newark, NJ
	 *
	  	649 West Edgar Rd	  	Linden	  	NJ	  		  	*	  	Old Navy	  	Newark, NJ
	 *
	  	112 Eisenhower Parkway, 2nd Floor	  	Livingston	  	NJ	  		  	*	  	Old Navy	  	Newark, NJ
	 *
	  	1201 Hooper Ave. Sp1049	  	Toms River	  	NJ	  		  	*	  	Old Navy	  	Monmouth et al, NJ
	 *
	  	1015 Willowbrook Mall	  	Wayne	  	NJ	  		  	*	  	Old Navy	  	#N/A
	 *
	  	730 Rt 73 South	  	Marlton	  	NJ	  		  	*	  	Old Navy	  	Philadelphia, PA-NJ
	 *
	  	3710 Route 9 Space #F110	  	Freehold	  	NJ	  		  	*	  	Gap	  	Monmouth et al, NJ
	 *
	  	30 Park Place Space #2043/4	  	Morristown	  	NJ	  		  	*	  	Gap	  	Newark, NJ
	 *
	  	30-260 Mall Drive West	  	Jersey City	  	NJ	  		  	*	  	Gap	  	Jersey City, NJ
	 *
	  	207 East Broad Street	  	Westfield	  	NJ	  		  	*	  	Gap	  	Newark, NJ
	 *
	  	629 Valley Road	  	Upper Montclair	  	NJ	  		  	*	  	Gap	  	Newark, NJ
	 *
	  	2056 State Rt. 10	  	Denville	  	NJ	  		  	*	  	Gap	  	Newark, NJ
	 *
	  	2150 Highway 35, #D1	  	Sea Girt	  	NJ	  		  	*	  	Gap	  	Monmouth et al, NJ
	 *
	  	30-133A Mall Drive West, Sp. A034A	  	Jersey City	  	NJ	  		  	*	  	Gap	  	Jersey City, NJ
	 *
	  	423 Chestnut Ridge	  	Woodcliff Lake	  	NJ	  		  	*	  	Gap	  	#N/A
	 *
	  	195 South US Highway 206 Sp 217-219	  	Chester	  	NJ	  		  	*	  	Gap	  	Newark, NJ
	 *
	  	525 River Road	  	Edgewater	  	NJ	  		  	*	  	Gap	  	#N/A
	 *
	  	1750 Deptford Center Road Sp # 1009	  	Deptford	  	NJ	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	222 East Ridgewood Ave	  	Ridgewood	  	NJ	  		  	*	  	Gap	  	#N/A
	 *
	  	1285 Echleon Mall	  	Voorhees	  	NJ	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	500 Sagemore Dr.	  	Marlton	  	NJ	  		  	*	  	Banana Republic	  	Philadelphia, PA-NJ



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	38 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	537 Monmouth Rd. SP # 100	  	Jackson	  	NJ	  		  	*	  	Gap Inc. Outlet	  	Monmouth et al, NJ
	 *
	  	651 Kapkowski Rd Sp# 260	  	Elizabeth	  	NJ	  		  	*	  	Gap Inc. Outlet	  	Newark, NJ
	 *
	  	17 Palmer Square East	  	Princeton	  	NJ	  		  	*	  	Banana Republic	  	Trenton, NJ
	 *
	  	Short Hills Mall #D123	  	Short Hills	  	NJ	  		  	*	  	Banana Republic	  	Newark, NJ
	 *
	  	519 Menlo Park Mall	  	Edison	  	NJ	  		  	*	  	Banana Republic	  	Middlesex et al, NJ
	 *
	  	525 Cherry Hill Mall	  	Cherry Hill	  	NJ	  		  	*	  	Banana Republic	  	Philadelphia, PA-NJ
	 *
	  	1400 Willowbrook Mall,Routes 23	  	Wayne	  	NJ	  		  	*	  	Banana Republic	  	#N/A
	 *
	  	3710 Route 9	  	Freehold	  	NJ	  		  	*	  	Banana Republic	  	Monmouth et al, NJ
	 *
	  	1 Riverside Square	  	Hackensack	  	NJ	  		  	*	  	Banana Republic	  	#N/A
	 *
	  	525 Route 35	  	Shrewsbury	  	NJ	  		  	*	  	Banana Republic	  	Monmouth et al, NJ
	 *
	  	355 State Highway #17 South	  	Paramus	  	NJ	  		  	*	  	Banana Republic	  	#N/A
	 *
	  	1200 Morris Turnpike, Sp #A214	  	Short Hills	  	NJ	  		  	*	  	Banana Republic	  	Newark, NJ
	 *
	  	427 Chestnut Ridge Rd	  	Woodcliff Lake	  	NJ	  		  	*	  	Banana Republic	  	#N/A
	 *
	  	137 Central Ave.	  	Westfield	  	NJ	  		  	*	  	Banana Republic	  	Newark, NJ
	 *
	  	2150 Route 35 Sp E 14 - E16	  	Sea Girt	  	NJ	  		  	*	  	Banana Republic	  	Monmouth et al, NJ
	 *
	  	225 River Road	  	Edgewater	  	NJ	  		  	*	  	Banana Republic	  	#N/A
	 *
	  	1400 Willow Brook Mall	  	Wayne	  	NJ	  	7470	  		  	BABY	  	
	 *
	  	30-241 Mall Drive West	  	Jersey City	  	NJ	  		  	*	  	Gap	  	Jersey City, NJ
	 *
	  	Route 4 & 17 #M5	  	Paramus	  	NJ	  		  	*	  	Gap	  	#N/A
	 *
	  	26 Park Place	  	Morristown	  	NJ	  		  	*	  	Gap	  	Newark, NJ
	 *
	  	234 East Broad Street	  	Westfield	  	NJ	  		  	*	  	Gap	  	Newark, NJ
	 *
	  	700 PARAMUS PARK	  	PARAMUS	  	NJ	  	7652	  		  	GAP	  	
	 *
	  	210 Woodbridge Center	  	Woodbridge	  	NJ	  		  	*	  	Gap	  	Middlesex et al, NJ
	 *
	  	112 Eisenhower Parkway	  	Livingston	  	NJ	  		  	*	  	Gap	  	Newark, NJ
	 *
	  	Rte. 80 & Mount Hope Ave., Sp. #1017	  	Rockaway	  	NJ	  		  	*	  	Gap	  	Newark, NJ
	 *
	  	1400 Willowbrook Mall, sp# 1625	  	Wayne	  	NJ	  	7470	  		  	KIDS	  	
	 *
	  	1200 Morris Turnpike #113	  	Short Hills	  	NJ	  		  	*	  	Gap	  	Newark, NJ
	 *
	  	Route 35 & 36	  	Eatontown	  	NJ	  		  	*	  	Gap	  	Monmouth et al, NJ
	 *
	  	2000 Route 38 #412	  	Cherry Hill	  	NJ	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	223 Quaker Bridge Mall	  	Lawrenceville	  	NJ	  		  	*	  	Gap	  	Trenton, NJ
	 *
	  	620 Coronado Center	  	Albuquerque	  	NM	  		  	*	  	Gap	  	#N/A
	 *
	  	10000 Coors Bypass NW, Sp C3	  	Albuquerque	  	NM	  		  	*	  	Gap	  	#N/A
	 *
	  	4250 Cerrillos Road Sp # 1140,1144,114	  	Santa Fe	  	NM	  		  	*	  	Gap	  	Santa Fe, NM
	 *
	  	4601 E. Main Street	  	Farmington	  	NM	  		  	*	  	Gap	  	NM AREA NOT IN ANY MSA
	 *
	  	2200 E. Lohman Ave. Ste 200	  	Las Cruces	  	NM	  	88001	  		  	ON	  	
	 *
	  	4900 Cutler #B	  	Albuquerque	  	NM	  		  	*	  	Old Navy	  	#N/A
	 *
	  	10,000 Coors Blvd.	  	Albuquerque	  	NM	  		  	*	  	Old Navy	  	#N/A
	 *
	  	3550 Zafarano Drive	  	Santa Fe	  	NM	  		  	*	  	Old Navy	  	Santa Fe, NM
	 *
	  	6600 Menaul NE #399	  	Albuquerque	  	NM	  		  	*	  	Banana Republic	  	#N/A
	 *
	  	123 West San Francisco St	  	Santa Fe	  	NM	  		  	*	  	Banana Republic	  	Santa Fe, NM
	 *
	  	6600 Menaul Blvd. NE	  	Albuquerque	  	NM	  		  	*	  	Gap	  	#N/A
	 *
	  	3667 Las Vegas Blvd. S. Suite 290	  	Las Vegas	  	NV	  		  	*	  	Gap	  	Las Vegas, NV-AZ
	 *
	  	1055 South Rampart Blvd.	  	Las Vegas	  	NV	  		  	*	  	Gap	  	Las Vegas, NV-AZ
	 *
	  	32100 Las Vegas Blvd	  	Primm	  	NV	  		  	*	  	Gap Inc. Outlet	  	Las Vegas, NV-AZ
	 *
	  	875 S. Grand Central Parkway	  	Las Vegas	  	NV	  	89106	  		  	BRF	  	



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	39 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	1049 South Rampart Blvd.	  	Las Vegas	  	NV	  		  	*	  	Banana Republic	  	Las Vegas, NV-AZ
	 *
	  	3200 LAS VEGAS BLVD	  	Las Vegas	  	NV	  		  	*	  	Banana Republic	  	Las Vegas, NV-AZ
	 *
	  	911 TOPSY LANE	  	Carson City	  	NV	  		  	*	  	Old Navy	  	NV AREA NOT IN ANY MSA
	 *
	  	525 N. Stephanie Street	  	Henderson	  	NV	  		  	*	  	Old Navy	  	Las Vegas, NV-AZ
	 *
	  	2186 N. Rainbow Blvd.	  	Las Vegas	  	NV	  		  	*	  	Old Navy	  	Las Vegas, NV-AZ
	 *
	  	4891 Kietzke Lane	  	Reno	  	NV	  		  	*	  	Old Navy	  	Reno, NV
	 *
	  	3580 Maryland Parkway	  	Las Vegas	  	NV	  		  	*	  	Gap	  	Las Vegas, NV-AZ
	 *
	  	3200 Las Vegas Blvd Space 210....	  	Las Vegas	  	NV	  		  	*	  	Gap	  	Las Vegas, NV-AZ
	 *
	  	1300 W. Sunset Rd., #1625	  	Henderson	  	NV	  		  	*	  	Gap	  	Las Vegas, NV-AZ
	 *
	  	3500 LAS VEGAS BLVD SO	  	Las Vegas	  	NV	  		  	*	  	Gap	  	Las Vegas, NV-AZ
	 *
	  	32100 Las Vegas Blvd. South # 462	  	Primm	  	NV	  		  	*	  	Gap Inc. Outlet	  	Las Vegas, NV-AZ
	 *
	  	32100-108 Las Vegas Blvd., South	  	Primm	  	NV	  		  	*	  	Gap Inc. Outlet	  	Las Vegas, NV-AZ
	 *
	  	1955 Casino Drive, Sp. #328	  	Laughlin	  	NV	  		  	*	  	Gap Inc. Outlet	  	Las Vegas, NV-AZ
	 *
	  	3500 Las Vagas Blvd. South - F01	  	Las Vegas	  	NV	  		  	*	  	Banana Republic	  	Las Vegas, NV-AZ
	 *
	  	3355 Las Vegas Blvd., Suite 1198	  	Las Vegas	  	NV	  		  	*	  	Banana Republic	  	Las Vegas, NV-AZ
	 *
	  	5270 Meadowwood Mall Circle	  	Reno	  	NV	  		  	*	  	Gap	  	Reno, NV
	 *
	  	3528 Marilyn Pkwy #204	  	Las Vegas	  	NV	  		  	*	  	Gap	  	Las Vegas, NV-AZ
	 *
	  	479 Sunrise Mall, Space 4, 5, 6, 7	  	Massapequa	  	NY	  		  	*	  	Gap	  	Nassau et al, NY
	 *
	  	2655 Richmond Avenue #138	  	Staten Island	  	NY	  		  	*	  	Gap	  	New York, NY
	 *
	  	5265 Kings Plaza	  	Brooklyn	  	NY	  		  	*	  	Gap	  	New York, NY
	 *
	  	90-15 Queens Blvd #H401	  	Elmhurst	  	NY	  		  	*	  	Gap	  	New York, NY
	 *
	  	734 Lexington Ave	  	New York	  	NY	  		  	*	  	Gap	  	New York, NY
	 *
	  	Cross County Center - 9A Mall Walk	  	Yonkers	  	NY	  		  	*	  	Gap	  	New York, NY
	 *
	  	630 Old Country Rd.	  	Garden City	  	NY	  		  	*	  	Gap	  	Nassau et al, NY
	 *
	  	1701 Sunrise Highway	  	Bay Shore	  	NY	  		  	*	  	Gap	  	Nassau et al, NY
	 *
	  	1440 Union Turn Pike	  	New Hyde Park	  	NY	  		  	*	  	Gap	  	Nassau et al, NY
	 *
	  	3105 Long Beach Road	  	Oceanside	  	NY	  		  	*	  	Gap	  	Nassau et al, NY
	 *
	  	160-5 Route 110	  	Huntington Station	  	NY	  		  	*	  	Gap	  	Nassau et al, NY
	 *
	  	2054 Northern Blvd	  	Manhasset	  	NY	  		  	*	  	Gap	  	Nassau et al, NY
	 *
	  	Middle Country Road #B20-A	  	Lake Grove	  	NY	  		  	*	  	Gap	  	Nassau et al, NY
	 *
	  	1004 Green Acres Mall	  	Valley Stream	  	NY	  		  	*	  	Gap	  	Nassau et al, NY
	 *
	  	69-39 Austin Street	  	Forest Hills	  	NY	  		  	*	  	Gap	  	New York, NY
	 *
	  	2101-2109 86th Street	  	Brooklyn	  	NY	  		  	*	  	Gap	  	New York, NY
	 *
	  	961 Broadway Mall	  	Hicksville	  	NY	  		  	*	  	Gap	  	Nassau et al, NY
	 *
	  	2373 Broadway	  	New York	  	NY	  		  	*	  	Gap	  	New York, NY
	 *
	  	250 West 57th Street	  	New York	  	NY	  		  	*	  	Gap	  	New York, NY
	 *
	  	60 West 34th Street	  	New York	  	NY	  		  	*	  	Gap	  	New York, NY
	 *
	  	122 Fifth Ave.	  	New York	  	NY	  		  	*	  	Gap	  	New York, NY
	 *
	  	400 Wheatley Plaza	  	Greenvale	  	NY	  		  	*	  	Gap	  	Nassau et al, NY
	 *
	  	750 Broadway	  	New York	  	NY	  		  	*	  	Gap	  	New York, NY
	 *
	  	2468 Central Park Avenue Sp 19	  	Yonkers	  	NY	  		  	*	  	Gap	  	New York, NY
	 *
	  	839-114 New York Avenue	  	Huntington	  	NY	  		  	*	  	Old Navy	  	Nassau et al, NY
	 *
	  	403 South Oyster Bay Road	  	Plainview	  	NY	  		  	*	  	Gap	  	Nassau et al, NY
	 *
	  	650 Lee Blvd, Sp. #104-107	  	Yorktown Heights	  	NY	  		  	*	  	Gap	  	New York, NY
	 *
	  	11 Fulton Market	  	New York	  	NY	  		  	*	  	Gap	  	New York, NY



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	40 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	 	 Street Address
	 	 City
	 	 State
	 	 Zip
	 	 NPA-NXX
	 	 Division
	 	 Metropolitan Area

	 *
	 	696 White Plains Road	 	Scarsdale	 	NY	 		 	*	 	Gap	 	New York, NY
	 *
	 	461 Central Avenue	 	Cedarhurst	 	NY	 		 	*	 	Gap	 	Nassau et al, NY
	 *
	 	2001 South Road #A-113	 	Poughkeepsie	 	NY	 		 	*	 	Gap	 	Dutchess County, NY
	 *
	 	1770 West Main St.	 	Riverhead	 	NY	 		 	*	 	Gap Inc. Outlet	 	Nassau et al, NY
	 *
	 	SR 78, Transit Road & SR 5, Main Stree	 	Williamsville	 	NY	 		 	*	 	Gap	 	Buffalo et al, NY
	 *
	 	1233 Niagara Blvd	 	Amherst	 	NY	 		 	*	 	Gap	 	Buffalo et al, NY
	 *
	 	728 McKinley Mall	 	Blasdell	 	NY	 		 	*	 	Gap	 	Buffalo et al, NY
	 *
	 	D223 Walden Galleria	 	Buffalo	 	NY	 		 	*	 	Gap	 	Buffalo et al, NY
	 *
	 	1776 Military Road	 	Niagara Falls	 	NY	 		 	*	 	Gap Inc. Outlet	 	Buffalo et al, NY
	 *
	 	1947 Old County Road #1425	 	Riverhead	 	NY	 		 	*	 	Gap Inc. Outlet	 	Nassau et al, NY
	 *
	 	1009 Flatbush Avenue, Space 2	 	Brooklyn	 	NY	 		 	*	 	Gap Inc. Outlet	 	New York, NY
	 *
	 	200 Vesey Street	 	New York	 	NY	 		 	*	 	Banana Republic	 	New York, NY
	 *
	 	135 EASTVIEW MALL	 	VICTOR	 	NY	 	14564	 		 	BR	 	
	 *
	 	9015 Queens Blvd	 	Elmhurst	 	NY	 	11373	 		 	BR	 	
	 *
	 	216 Eastview Mall	 	Victor	 	NY	 		 	*	 	Gap	 	Rochester, NY
	 *
	 	3400 W. Henrietta Rd.	 	Rochester	 	NY	 		 	*	 	Gap	 	Rochester, NY
	 *
	 	214 Greece Ridge Center Drive	 	Rochester	 	NY	 		 	*	 	Gap	 	Rochester, NY
	 *
	 	402 Balltown Road	 	Schenectady	 	NY	 	12304	 		 	ON	 	
	 *
	 	1864 Plaza Drive	 	Olean	 	NY	 	14760	 		 	ON	 	
	 *
	 	3300 Chambers Rd.South K4 to G1	 	Horseheads	 	NY	 		 	*	 	Gap	 	Elmira, NY
	 *
	 	4155 Route 31 SP# G118-G120	 	Clay	 	NY	 		 	*	 	Gap	 	Syracuse, NY
	 *
	 	9588 Carousel Center Sp B204/B206	 	Syracuse	 	NY	 		 	*	 	Gap	 	Syracuse, NY
	 *
	 	40 Catherwood Sp# F-14	 	Ithaca	 	NY	 		 	*	 	Gap	 	NY AREA NOT IN ANY MSA
	 *
	 	Route 5 & 5A Sp D6	 	New Hartford	 	NY	 		 	*	 	Gap	 	Utica et al, NY
	 *
	 	3649 ERIE BLVD EAST	 	Dewitt	 	NY	 		 	*	 	Gap	 	Syracuse, NY
	 *
	 	21182 Salmon Run Mall - LP W sp# A-119	 	Watertown	 	NY	 		 	*	 	Gap	 	NY AREA NOT IN ANY MSA
	 *
	 	3540 Mckinley Parkway	 	Blasdell	 	NY	 		 	*	 	Old Navy	 	Buffalo et al, NY
	 *
	 	300 W. 125th Street	 	New York	 	NY	 		 	*	 	Old Navy	 	New York, NY
	 *
	 	159-02 Jamaica ave	 	Queens	 	NY	 		 	*	 	Old Navy	 	New York, NY
	 *
	 	318 East Fairmont Avenue, Space 304	 	Lakewood	 	NY	 		 	*	 	Old Navy	 	Jamestown, NY
	 *
	 	464 Broadway Mall	 	Hicksville	 	NY	 		 	*	 	Old Navy	 	Nassau et al, NY
	 *
	 	790 South Road	 	Poughkeepsie	 	NY	 		 	*	 	Old Navy	 	Dutchess County, NY
	 *
	 	60 Smithfield Blvd., Space B105	 	Plattsburg	 	NY	 		 	*	 	Old Navy	 	NY AREA NOT IN ANY MSA
	 *
	 	21182 Salmon Run Lp,W Sp A113, A115-A1	 	Watertown	 	NY	 		 	*	 	Old Navy	 	NY AREA NOT IN ANY MSA
	 *
	 	40 Catherwood	 	Ithaca	 	NY	 		 	*	 	Old Navy	 	NY AREA NOT IN ANY MSA
	 *
	 	6K Mall Walk	 	Yonkers	 	NY	 		 	*	 	Old Navy	 	New York, NY
	 *
	 	3065 Rte 50, Space F4	 	Saratoga Springs	 	NY	 		 	*	 	Old Navy	 	#N/A
	 *
	 	723 White Plains Road Sp #14	 	Scarsdale	 	NY	 		 	*	 	Old Navy	 	New York, NY
	 *
	 	89 Oakdale Mall	 	Johnson City	 	NY	 		 	*	 	Gap	 	#N/A
	 *
	 	60 Smithfield Blvd #B 103	 	Plattsburgh	 	NY	 		 	*	 	Gap	 	NY AREA NOT IN ANY MSA
	 *
	 	3561 Hempstead Turnpike	 	Levittown	 	NY	 		 	*	 	Old Navy	 	Nassau et al, NY
	 *
	 	161 Washington Ave Extension #203	 	Albany	 	NY	 		 	*	 	Old Navy	 	#N/A
	 *
	 	253-01 Rockaway Blvd.	 	Woodmere	 	NY	 		 	*	 	Old Navy	 	New York, NY
	 *
	 	610 6th Avenue	 	New York	 	NY	 		 	*	 	Old Navy	 	New York, NY
	 *
	 	201 Independence Plaza	 	Selden	 	NY	 		 	*	 	Old Navy	 	Nassau et al, NY



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	41 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	 	 Street Address
	 	 City
	 	 State
	 	 Zip
	 	 NPA-NXX
	 	 Division
	 	 Metropolitan Area

	 *
	 	9858 Carousel Center Drive	 	Syracuse	 	NY	 		 	*	 	Old Navy	 	Syracuse, NY
	 *
	 	3333 West Henrietta	 	Rochester	 	NY	 		 	*	 	Old Navy	 	Rochester, NY
	 *
	 	625 Atlantic Ave. Sp. #102	 	Brooklyn	 	NY	 		 	*	 	Old Navy	 	New York, NY
	 *
	 	5041 Jericho Turnpike	 	Commack	 	NY	 		 	*	 	Old Navy	 	Nassau et al, NY
	 *
	 	3050 Sheridan Drive, Sp. # 3042	 	Amherst	 	NY	 		 	*	 	Old Navy	 	Buffalo et al, NY
	 *
	 	881 Montauk Highway	 	West Babylon	 	NY	 		 	*	 	Old Navy	 	Nassau et al, NY
	 *
	 	1504 Old Country Road #B08	 	Westbury	 	NY	 		 	*	 	Old Navy	 	Nassau et al, NY
	 *
	 	845 White Plains Rd.	 	Bronx	 	NY	 		 	*	 	Old Navy	 	New York, NY
	 *
	 	5175 Sunrise Hwy	 	Bohemia	 	NY	 		 	*	 	Old Navy	 	Nassau et al, NY
	 *
	 	340 Bay Chester Ave	 	Bronx	 	NY	 		 	*	 	Old Navy	 	New York, NY
	 *
	 	386 Greece Ridge Center Drive #12	 	Rochester	 	NY	 		 	*	 	Old Navy	 	Rochester, NY
	 *
	 	3131 E. Main St. #C-16	 	Mohegan Lake	 	NY	 		 	*	 	Old Navy	 	New York, NY
	 *
	 	1 Walden Galleria, Sp. L-209	 	Buffalo	 	NY	 		 	*	 	Old Navy	 	Buffalo et al, NY
	 *
	 	2655 Richmond Ave. #204-205	 	Staten Island	 	NY	 		 	*	 	Old Navy	 	New York, NY
	 *
	 	9605 Queens Blvd	 	Rego Park	 	NY	 		 	*	 	Old Navy	 	New York, NY
	 *
	 	34-03 48th Street	 	Long Island City	 	NY	 		 	*	 	Old Navy	 	New York, NY
	 *
	 	1470 Palisades Center Drive #F105	 	West Nyack	 	NY	 		 	*	 	Old Navy	 	New York, NY
	 *
	 	1 Crossgates Mall road #D119	 	Albany	 	NY	 		 	*	 	Old Navy	 	#N/A
	 *
	 	1300 Ulster Avenue #L02	 	Kingston	 	NY	 		 	*	 	Old Navy	 	NY AREA NOT IN ANY MSA
	 *
	 	1 Galleria Drive #D113	 	Middletown	 	NY	 		 	*	 	Old Navy	 	Newburgh, NY-PA
	 *
	 	150 W. 34th Street	 	New York	 	NY	 		 	*	 	Old Navy	 	New York, NY
	 *
	 	503-511 Broadway	 	New York	 	NY	 		 	*	 	Old Navy	 	New York, NY
	 *
	 	100 Main Street # 422	 	White Plains	 	NY	 		 	*	 	Old Navy	 	New York, NY
	 *
	 	20th Ave. Petracca Place	 	College Point	 	NY	 		 	*	 	Old Navy	 	New York, NY
	 *
	 	5100 Kings Plaza - Space F1U	 	Brooklyn	 	NY	 		 	*	 	Old Navy	 	New York, NY
	 *
	 	830-8 Sunrise Highway	 	Bayshore	 	NY	 		 	*	 	Old Navy	 	Nassau et al, NY
	 *
	 	578 Aviation Road	 	Queensbury	 	NY	 		 	*	 	Old Navy	 	Glens Falls, NY
	 *
	 	710 Horatio Street,	 	Utica	 	NY	 		 	*	 	Old Navy	 	Utica et al, NY
	 *
	 	845 County Route 64, Box 1	 	Elmira	 	NY	 		 	*	 	Old Navy	 	Elmira, NY
	 *
	 	4155 Route 31	 	Clay	 	NY	 		 	*	 	Old Navy	 	Syracuse, NY
	 *
	 	3649 Erie Blvd., East, Space 95	 	Dewitt	 	NY	 		 	*	 	Old Navy	 	Syracuse, NY
	 *
	 	1401 Route 300, Sp ANC - 2, Ste. 123	 	Newburgh	 	NY	 		 	*	 	Old Navy	 	Newburgh, NY-PA
	 *
	 	7556 Commons Blvd.	 	Victor	 	NY	 		 	*	 	Old Navy	 	Rochester, NY
	 *
	 	4605 Commercial Drive	 	New Hartford	 	NY	 		 	*	 	Old Navy	 	Utica et al, NY
	 *
	 	13602 Rossevelt Avenue	 	Flushing	 	NY	 		 	*	 	Old Navy	 	New York, NY
	 *
	 	422 Evergreen Ct, Rt 32	 	Central Valley	 	NY	 		 	*	 	Gap Inc. Outlet	 	Newburgh, NY-PA
	 *
	 	1770 West Main Street/ Build 17, SP 17	 	Riverhead	 	NY	 		 	*	 	Gap Inc. Outlet	 	Nassau et al, NY
	 *
	 	697 Hillside Avenue	 	New Hyde Park	 	NY	 		 	*	 	Old Navy	 	Nassau et al, NY
	 *
	 	2034 Green Acres	 	Valley Stream	 	NY	 		 	*	 	Old Navy	 	Nassau et al, NY
	 *
	 	140 Fulton Avenue	 	Hempstead	 	NY	 		 	*	 	Old Navy	 	Nassau et al, NY
	 *
	 	2317 Vestal Parkway East	 	Vestal	 	NY	 		 	*	 	Old Navy	 	#N/A
	 *
	 	381 Gateway center drive	 	Brooklyn	 	NY	 		 	*	 	Old Navy	 	New York, NY
	 *
	 	2655 Richmond Ave Sp# 1100	 	Staten Island	 	NY	 		 	*	 	Gap	 	New York, NY
	 *
	 	430 Colonie Center	 	Albany	 	NY	 		 	*	 	Gap	 	#N/A
	 *
	 	1 Crossgates Mall	 	Albany	 	NY	 		 	*	 	Gap	 	#N/A



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	42 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	 	 Street Address
	 	 City
	 	 State
	 	 Zip
	 	 NPA-NXX
	 	 Division
	 	 Metropolitan Area

	 *
	 	93 West Campbell Rd.	 	Schenectady	 	NY	 		 	*	 	Gap	 	#N/A
	 *
	 	3065 Route 50	 	Saratoga Springs	 	NY	 		 	*	 	Gap	 	#N/A
	 *
	 	333 Broadway	 	Saratoga Springs	 	NY	 		 	*	 	Gap	 	#N/A
	 *
	 	B208 Galleria Drive	 	Middletown	 	NY	 		 	*	 	Gap	 	Newburgh, NY-PA
	 *
	 	65 South Moger	 	Mt Kisco	 	NY	 		 	*	 	Gap	 	New York, NY
	 *
	 	1340 Boston Post Road	 	Larchmont	 	NY	 		 	*	 	Gap	 	New York, NY
	 *
	 	1300 Ulster Ave	 	Kingston	 	NY	 		 	*	 	Gap	 	NY AREA NOT IN ANY MSA
	 *
	 	125 Westchester Ave.	 	White Plains	 	NY	 		 	*	 	Gap	 	New York, NY
	 *
	 	51 Virginia Ave Sp # F206	 	West Nyack	 	NY	 		 	*	 	Gap	 	New York, NY
	 *
	 	271-85 Fordham Road, Suite 400	 	Bronx	 	NY	 		 	*	 	Gap	 	New York, NY
	 *
	 	999 Montauk Hwy #10	 	Shirley	 	NY	 		 	*	 	Gap	 	Nassau et al, NY
	 *
	 	423 86th Street	 	Brooklyn	 	NY	 		 	*	 	Gap	 	New York, NY
	 *
	 	2044 Montauk Hwy. Sp. 1	 	Bridgehampton	 	NY	 		 	*	 	Gap	 	Nassau et al, NY
	 *
	 	83 Main Street	 	Northport	 	NY	 		 	*	 	Gap	 	Nassau et al, NY
	 *
	 	1165 Wantagh Avenue	 	Wantagh	 	NY	 		 	*	 	Gap	 	Nassau et al, NY
	 *
	 	1970 Merrick Road	 	Merrick	 	NY	 		 	*	 	Gap	 	Nassau et al, NY
	 *
	 	100 Arden Place	 	Port Jefferson	 	NY	 		 	*	 	Gap	 	Nassau et al, NY
	 *
	 	2530 Hylan Blvd.	 	Staten Island	 	NY	 		 	*	 	Gap	 	New York, NY
	 *
	 	160-20 Cross Bay Blvd.	 	Howard Beach	 	NY	 		 	*	 	Gap	 	New York, NY
	 *
	 	159 - 02 Jamaica Ave.	 	Queens	 	NY	 		 	*	 	Gap	 	New York, NY
	 *
	 	1504 Old Country Rd	 	Westbury	 	NY	 		 	*	 	Gap	 	Nassau et al, NY
	 *
	 	170 E.Jericho Turnpike	 	Commack	 	NY	 		 	*	 	Gap	 	Nassau et al, NY
	 *
	 	1466 Broadway	 	New York	 	NY	 		 	*	 	Gap	 	New York, NY
	 *
	 	1131-1149 Third Avenue	 	New York	 	NY	 		 	*	 	Gap	 	New York, NY
	 *
	 	1511 Third Avenue	 	New York	 	NY	 		 	*	 	Gap	 	New York, NY
	 *
	 	1212 AVENUE OF THE AMERICAS	 	New York	 	NY	 		 	*	 	Gap	 	New York, NY
	 *
	 	657-59 Third Avneue	 	New York	 	NY	 		 	*	 	Gap	 	New York, NY
	 *
	 	1988 Broadway	 	New York	 	NY	 		 	*	 	Gap	 	New York, NY
	 *
	 	211-15 26th Ave.	 	Bayside	 	NY	 		 	*	 	Gap	 	New York, NY
	 *
	 	One Astor place # 3	 	New York	 	NY	 		 	*	 	Gap	 	New York, NY
	 *
	 	680 5th Avenue	 	New York	 	NY	 		 	*	 	Gap	 	New York, NY
	 *
	 	278 8th Avenue	 	New York	 	NY	 		 	*	 	Gap	 	New York, NY
	 *
	 	225 Liberty Street	 	New York	 	NY	 		 	*	 	Gap	 	New York, NY
	 *
	 	2640 PALISADES CENTER DRIVE	 	WEST NYACK	 	NY	 	10994	 		 	F&T	 	
	 *
	 	1000 Palisades Center Drive #H305	 	West Nyack	 	NY	 		 	*	 	Gap	 	New York, NY
	 *
	 	160-10 Cross Bay Blvd.	 	Howard Beach	 	NY	 		 	*	 	Gap	 	New York, NY
	 *
	 	1215 Niagara Falls Blvd.	 	Amherst	 	NY	 		 	*	 	Banana Republic	 	Buffalo et al, NY
	 *
	 	55 Main Street	 	Lake Placid	 	NY	 		 	*	 	Gap Inc. Outlet	 	NY AREA NOT IN ANY MSA
	 *
	 	10 Farber Dr., Ste 49	 	Bellport	 	NY	 		 	*	 	Gap Inc. Outlet	 	Nassau et al, NY
	 *
	 	1770 West Main Street (#1601 to 601)	 	Riverhead	 	NY	 		 	*	 	Gap Inc. Outlet	 	Nassau et al, NY
	 *
	 	470 Evergreen Court	 	Central Valley	 	NY	 		 	*	 	Gap Inc. Outlet	 	Newburgh, NY-PA
	 *
	 	655 Route 318	 	Waterloo	 	NY	 		 	*	 	Gap Inc. Outlet	 	NY AREA NOT IN ANY MSA
	 *
	 	1970 Military Road	 	Niagara Falls	 	NY	 		 	*	 	Gap Inc. Outlet	 	Buffalo et al, NY
	 *
	 	31-48 Steinway Street	 	Long Island City	 	NY	 		 	*	 	Gap	 	New York, NY
	 *
	 	1439 State Route 9, #11, PO Box #8	 	Lake George	 	NY	 		 	*	 	Gap Inc. Outlet	 	Glens Falls, NY



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	43 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	205 Bleeker Street	  	New York	  	NY	  		  	*	  	Banana Republic	  	New York, NY
	 *
	  	2360 Broadway @ 86th St	  	New York	  	NY	  		  	*	  	Banana Republic	  	New York, NY
	 *
	  	130 East 59th Street	  	New York	  	NY	  		  	*	  	Banana Republic	  	New York, NY
	 *
	  	2106-R NORTHERN BLVD.	  	Manhasset	  	NY	  		  	*	  	Banana Republic	  	Nassau et al, NY
	 *
	  	133-35 Montague Street	  	Brooklyn Heights	  	NY	  		  	*	  	Banana Republic	  	New York, NY
	 *
	  	1 Crossgates Mall Road	  	Albany	  	NY	  		  	*	  	Banana Republic	  	#N/A
	 *
	  	1110 3rd Avenue	  	New York	  	NY	  		  	*	  	Banana Republic	  	New York, NY
	 *
	  	700 - 729 Whiteplains Road	  	Scarsdale	  	NY	  		  	*	  	Banana Republic	  	New York, NY
	 *
	  	1136 Madison Avenue	  	New York	  	NY	  		  	*	  	Banana Republic	  	New York, NY
	 *
	  	220-7 Route 110	  	Huntington Station	  	NY	  		  	*	  	Banana Republic	  	Nassau et al, NY
	 *
	  	215 Columbus Avenue	  	New York	  	NY	  		  	*	  	Banana Republic	  	New York, NY
	 *
	  	71-18 Austin Street	  	Forest Hills	  	NY	  		  	*	  	Banana Republic	  	New York, NY
	 *
	  	431 Central Avenue	  	Cedarhurst	  	NY	  		  	*	  	Banana Republic	  	Nassau et al, NY
	 *
	  	1 Walden Galleria	  	Buffalo	  	NY	  		  	*	  	Banana Republic	  	Buffalo et al, NY
	 *
	  	1 Carousel Center Drive	  	Syracuse	  	NY	  		  	*	  	Banana Republic	  	Syracuse, NY
	 *
	  	89 Fifth Avenue	  	New York	  	NY	  		  	*	  	Banana Republic	  	New York, NY
	 *
	  	Montauk Hwy & Snake Hollow Road	  	Bridgehampton	  	NY	  		  	*	  	Banana Republic	  	Nassau et al, NY
	 *
	  	Space 2046	  	Garden City	  	NY	  		  	*	  	Banana Republic	  	Nassau et al, NY
	 *
	  	2655 Richmond Avenue	  	Staten Island	  	NY	  		  	*	  	Banana Republic	  	New York, NY
	 *
	  	531 Miracle Mile Drive	  	Rochester	  	NY	  		  	*	  	Banana Republic	  	Rochester, NY
	 *
	  	125 Westchester Ave.	  	White Plains	  	NY	  		  	*	  	Banana Republic	  	New York, NY
	 *
	  	552-554 Broadway	  	New York	  	NY	  		  	*	  	Banana Republic	  	New York, NY
	 *
	  	107 E. 42nd St. Sp. #44-45	  	New York	  	NY	  		  	*	  	Banana Republic	  	New York, NY
	 *
	  	17-19 West 34th Street	  	New York	  	NY	  		  	*	  	Banana Republic	  	New York, NY
	 *
	  	528 Broadway	  	New York	  	NY	  		  	*	  	Banana Republic	  	New York, NY
	 *
	  	1781 Palisades Center Dr. Sp. #G105	  	West Nyack	  	NY	  		  	*	  	Banana Republic	  	New York, NY
	 *
	  	111 8th Avenue (Ground Floor)	  	New York	  	NY	  		  	*	  	Banana Republic	  	New York, NY
	 *
	  	114 Fifth Avenue	  	New York	  	NY	  		  	*	  	Banana Republic	  	New York, NY
	 *
	  	626 5th Ave.	  	New York	  	NY	  		  	*	  	Banana Republic	  	New York, NY
	 *
	  	8285 Jericho Turnpike, SP E1	  	Woodbury	  	NY	  		  	*	  	Banana Republic	  	Nassau et al, NY
	 *
	  	220 Northern Blvd.	  	Greenvale	  	NY	  		  	*	  	Banana Republic	  	Nassau et al, NY
	 *
	  	27 S. Moger Ave	  	Mt. Kisco	  	NY	  		  	*	  	Banana Republic	  	New York, NY
	 *
	  	1529 3rd Ave	  	New York	  	NY	  		  	*	  	Banana Republic	  	New York, NY
	 *
	  	5271 Kings Plaza	  	Brooklyn	  	NY	  		  	*	  	Banana Republic	  	New York, NY
	 *
	  	313 Smith Haven Mall	  	Lake Grove	  	NY	  		  	*	  	Banana Republic	  	Nassau et al, NY
	 *
	  	3 Congress Park Center	  	Saratoga Springs	  	NY	  		  	*	  	Banana Republic	  	#N/A
	 *
	  	5267 KINGS PLAZA	  	BROOKLYN	  	NY	  	11234	  		  	GAP	  	
	 *
	  	125 Westchester Ave., Sp. 3740	  	White Plains	  	NY	  		  	*	  	Gap	  	New York, NY
	 *
	  	225 Liberty St	  	NEW YORK	  	NY	  	10281	  		  	GAP	  	
	 *
	  	630 Sunrise Mall	  	Massapequa	  	NY	  		  	*	  	Gap	  	Nassau et al, NY
	 *
	  	125 Westchester Ave.	  	White Plains	  	NY	  		  	*	  	Gap	  	New York, NY
	 *
	  	1183 Wantagh Ave.	  	Wantagh	  	NY	  		  	*	  	Gap	  	Nassau et al, NY
	 *
	  	3701 McKinley Parkwark, #736	  	Hamburg	  	NY	  		  	*	  	Gap	  	Buffalo et al, NY
	 *
	  	89 SOUTH STREET	  	NEW YORK	  	NY	  	10038	  		  	GAP	  	
	 *
	  	3553 Long Beach Road	  	Oceanside	  	NY	  		  	*	  	Gap	  	Nassau et al, NY



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	44 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	31-02 Steinway Street	  	Long Island City	  	NY	  		  	*	  	Gap	  	New York, NY
	 *
	  	460 Central Avenue	  	Cedarhurst	  	NY	  		  	*	  	Gap	  	Nassau et al, NY
	 *
	  	2110-D Northern Blvd.	  	Manhasset	  	NY	  		  	*	  	Gap	  	Nassau et al, NY
	 *
	  	150 Wheatley Plaza	  	Greenvale	  	NY	  		  	*	  	Gap	  	Nassau et al, NY
	 *
	  	Route 25 & 347 Sp D14	  	Lake Grove	  	NY	  		  	*	  	Gap	  	Nassau et al, NY
	 *
	  	2044 Montauk Highway	  	Bridgehampton	  	NY	  		  	*	  	Gap	  	Nassau et al, NY
	 *
	  	2655 Richmond Avenue	  	Staten Island	  	NY	  		  	*	  	Gap	  	New York, NY
	 *
	  	2300 Broadway	  	New York	  	NY	  		  	*	  	Gap	  	New York, NY
	 *
	  	90-15 Queens Blvd #A 102/103	  	Elmhurst	  	NY	  		  	*	  	Gap	  	New York, NY
	 *
	  	545 MADISON AVE	  	New York	  	NY	  		  	*	  	Gap	  	New York, NY
	 *
	  	1535 Third Avenue	  	New York	  	NY	  		  	*	  	Gap	  	New York, NY
	 *
	  	G206 Walden Galleria	  	Buffalo	  	NY	  		  	*	  	Gap	  	Buffalo et al, NY
	 *
	  	28-30 Purchase Street	  	Rye	  	NY	  		  	*	  	Gap	  	New York, NY
	 *
	  	1 Crossgates Mall # A-107	  	Albany	  	NY	  	12202	  		  	GAP FULL CON	  	
	 *
	  	650 Lee Blvd	  	Yorktown Heights	  	NY	  		  	*	  	Gap	  	New York, NY
	 *
	  	102 Franklin Park Mall	  	Toledo	  	OH	  		  	*	  	Gap	  	Toledo, OH
	 *
	  	2400 Elida Rd. Sp. #420-A	  	Lima	  	OH	  		  	*	  	Gap	  	Lima, OH
	 *
	  	8265 Factory Shops Blvd	  	Jeffersonville	  	OH	  	43128	  		  	BRF	  	
	 *
	  		  	St. Clairs	  	OH	  	43950	  		  	OUT	  	
	 *
	  	346 Great Northern Blvd #54	  	North Olmsted	  	OH	  		  	*	  	Gap	  	Cleveland et al, OH
	 *
	  	7850 Mentor Avenue	  	Mentor	  	OH	  		  	*	  	Gap	  	Cleveland et al, OH
	 *
	  	26300 Cedar Road #176	  	Beachwood	  	OH	  		  	*	  	Gap	  	Cleveland et al, OH
	 *
	  	230 Huron Road #72.60	  	Cleveland	  	OH	  		  	*	  	Gap	  	Cleveland et al, OH
	 *
	  	820-828 Southpark Center	  	Strongsville	  	OH	  		  	*	  	Gap	  	Cleveland et al, OH
	 *
	  	691 Richmond Rd.	  	Richmond Heights	  	OH	  		  	*	  	Gap	  	Cleveland et al, OH
	 *
	  	2727 Fairfield Commons	  	Beavercreek	  	OH	  		  	*	  	Banana Republic	  	Dayton et al, OH
	 *
	  	200 Market Street	  	West Lake	  	OH	  	44145	  		  	BR	  	
	 *
	  	1500 Polaris Parkway	  	Columbus	  	OH	  		  	*	  	Banana Republic	  	Columbus, OH
	 *
	  	7875 Montgomery Road #U-225	  	Cincinnati	  	OH	  		  	*	  	Gap	  	Cincinnati, OH-KY-IN
	 *
	  	9481 Colerain Ave. Sp# 136	  	Cincinnati	  	OH	  		  	*	  	Gap	  	Cincinnati, OH-KY-IN
	 *
	  	28 West 4th Street Space	  	Cincinnati	  	OH	  		  	*	  	Gap	  	Cincinnati, OH-KY-IN
	 *
	  	2659 Edmondson Rd	  	Norwood	  	OH	  		  	*	  	Gap	  	Cincinnati, OH-KY-IN
	 *
	  	5900 N. Meadows Drive	  	Grove City	  	OH	  		  	*	  	OCC Lab	  	#N/A
	 *
	  	2700 Miamisburg Centerville #724	  	Dayton	  	OH	  		  	*	  	Gap	  	Dayton et al, OH
	 *
	  	2727 S. Fairfield Rd. Sp w 259(2727 N.	  	Beavercreek	  	OH	  		  	*	  	Gap	  	Dayton et al, OH
	 *
	  	Need	  	Columbus	  	OH	  		  	*	  	Gap	  	Columbus, OH
	 *
	  	85 Worthington Mall	  	Worthington	  	OH	  		  	*	  	Gap	  	Columbus, OH
	 *
	  	5043 Tuttle crossing Blvd. Sp # 237	  	Dublin	  	OH	  		  	*	  	Gap	  	Columbus, OH
	 *
	  	4000 Regent Street, Sp. #C12	  	Columbus	  	OH	  		  	*	  	Gap	  	Columbus, OH
	 *
	  	1635 River Valley Circle South	  	Lancaster	  	OH	  		  	*	  	Gap	  	Columbus, OH
	 *
	  	1500 Polaris Parkway	  	Columbus	  	OH	  		  	*	  	Gap	  	Columbus, OH
	 *
	  		  	Beavercreek	  	OH	  	45431	  		  	ON	  	
	 *
	  	641 Richland Mall	  	Mansfield	  	OH	  		  	*	  	Gap	  	Mansfield, OH
	 *
	  	4230 Beldon Space D-2	  	Canton	  	OH	  		  	*	  	Gap	  	Canton et al, OH
	 *
	  	3265 W. Market Street Sp. 534	  	Fairlawn	  	OH	  		  	*	  	Gap	  	#N/A



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	45 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	98 North Main St.	  	Hudson	  	OH	  		  	*	  	Gap	  	#N/A
	 *
	  	2000 Brittain Rd	  	Akron	  	OH	  		  	*	  	Gap	  	#N/A
	 *
	  	1760 Hilliard Rome Road	  	Columbus	  	OH	  	43228	  		  	ON	  	
	 *
	  	Youngstown-Warren Road # 440	  	Niles	  	OH	  		  	*	  	Gap	  	Youngstown et al, OH
	 *
	  	7401 Market Street Sp #829	  	Youngstown	  	OH	  		  	*	  	Gap	  	Youngstown et al, OH
	 *
	  	1345 POLARIS PKWY	  	Columbus	  	OH	  		  	*	  	Old Navy	  	Columbus, OH
	 *
	  	9883 Waterstone Blvd., Space 30	  	Cincinnati	  	OH	  		  	*	  	Old Navy	  	Cincinnati, OH-KY-IN
	 *
	  	1475 Upper Valley Pike	  	Springfield	  	OH	  		  	*	  	Old Navy	  	Dayton et al, OH
	 *
	  	11711 Princeton Pike #251	  	Springdale	  	OH	  		  	*	  	Old Navy	  	Cincinnati, OH-KY-IN
	 *
	  	1155 North Court Street	  	Medina	  	OH	  		  	*	  	Old Navy	  	Cleveland et al, OH
	 *
	  	3881 Medina Road	  	Akron	  	OH	  		  	*	  	Old Navy	  	#N/A
	 *
	  	1533 Golden Gate Plaza 153A	  	Mayfield Heights	  	OH	  		  	*	  	Old Navy	  	Cleveland et al, OH
	 *
	  	7317 Mentor Avenue	  	Mentor	  	OH	  		  	*	  	Old Navy	  	Cleveland et al, OH
	 *
	  	1731 Olentangy River Road	  	Columbus	  	OH	  		  	*	  	Old Navy	  	Columbus, OH
	 *
	  	6687 Strip Ave.	  	North Canton	  	OH	  		  	*	  	Old Navy	  	Canton et al, OH
	 *
	  	3636 W. Dublin Grandville Road	  	Columbus	  	OH	  		  	*	  	Old Navy	  	Columbus, OH
	 *
	  	18260 Royalton Road	  	Strongsville	  	OH	  		  	*	  	Old Navy	  	Cleveland et al, OH
	 *
	  	2736 BRICE ROAD	  	Reynoldsburg	  	OH	  		  	*	  	Old Navy	  	Columbus, OH
	 *
	  	371A Boardman Poland Road	  	Youngstown	  	OH	  		  	*	  	Old Navy	  	Youngstown et al, OH
	 *
	  	2000 Brittian Road	  	Akron	  	OH	  		  	*	  	Old Navy	  	#N/A
	 *
	  	3690 Easton Market	  	Columbus	  	OH	  		  	*	  	Old Navy	  	Columbus, OH
	 *
	  	2700 Miamisburg-Centersville #560	  	Dayton	  	OH	  		  	*	  	Old Navy	  	Dayton et al, OH
	 *
	  	6025 Kruse Drive #135	  	Solon	  	OH	  		  	*	  	Old Navy	  	Cleveland et al, OH
	 *
	  	5555 Youngstown-Warren Road Sp 362	  	Niles	  	OH	  		  	*	  	Old Navy	  	Youngstown et al, OH
	 *
	  	67800 Mall Rd, Space 200,205,210,215	  	St. Clairsville	  	OH	  		  	*	  	Old Navy	  	Wheeling, WV-OH
	 *
	  	2695 Edmondson Road	  	Cinncinati	  	OH	  		  	*	  	Old Navy	  	Cincinnati, OH-KY-IN
	 *
	  	2400 Elida Road, Sp 324	  	Lima	  	OH	  		  	*	  	Old Navy	  	Lima, OH
	 *
	  	2166 West 4th Street	  	Mansfield	  	OH	  		  	*	  	Old Navy	  	Mansfield, OH
	 *
	  	1420 Holland - Slyvania Rd.	  	Holland	  	OH	  		  	*	  	Old Navy	  	Toledo, OH
	 *
	  	7800 Montgomery Road, Space 10	  	Cincinnati	  	OH	  		  	*	  	Old Navy	  	Cincinnati, OH-KY-IN
	 *
	  	6030 Glenway Ave.	  	Cincinnati	  	OH	  		  	*	  	Old Navy	  	Cincinnati, OH-KY-IN
	 *
	  	35852 Detroit Rd	  	Avon	  	OH	  		  	*	  	Old Navy	  	Cleveland et al, OH
	 *
	  	3575 Maple Ave.	  	Zanesville	  	OH	  		  	*	  	Old Navy	  	OH AREA NOT IN ANY MSA
	 *
	  	206 Market Street	  	Westlake	  	OH	  	44145	  		  	Gap	  	
	 *
	  	5043 Tuttle Crossing Blvd, Sp. 287	  	Dublin	  	OH	  		  	*	  	Gap	  	Columbus, OH
	 *
	  	3265 West Market Street	  	Fairlawn	  	OH	  		  	*	  	Banana Republic	  	#N/A
	 *
	  	549 S. Chillicothe Road, Sp. 440	  	Aurora	  	OH	  		  	*	  	Gap Inc. Outlet	  	#N/A
	 *
	  	8865 Factory Shops Blvd. Sp 865	  	Jeffersonville	  	OH	  		  	*	  	Gap Inc. Outlet	  	OH AREA NOT IN ANY MSA
	 *
	  	9913 Avon Road #560	  	Burbank	  	OH	  		  	*	  	Gap Inc. Outlet	  	Cleveland et al, OH
	 *
	  	26300 Cedar Road #399	  	Beachwood	  	OH	  		  	*	  	Banana Republic	  	Cleveland et al, OH
	 *
	  	7875 Montgomery Road Sp 82	  	Cincinnati	  	OH	  		  	*	  	Banana Republic	  	Cincinnati, OH-KY-IN
	 *
	  	5043 Tuttle Crossing Blvd.,SP #233	  	Dublin	  	OH	  		  	*	  	Banana Republic	  	Columbus, OH
	 *
	  	3961 Regent St.	  	Columbus	  	OH	  		  	*	  	Banana Republic	  	Columbus, OH
	 *
	  	2667 Edmondson Rd., Sp A11	  	Cincinnati	  	OH	  		  	*	  	Banana Republic	  	Cincinnati, OH-KY-IN
	 *
	  	700 Franklin Park Mall Sp. 1640	  	Toledo	  	OH	  		  	*	  	Banana Republic	  	Toledo, OH



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	46 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	914 Franklin Park Mall	  	Toledo	  	OH	  		  	*	  	Gap	  	Toledo, OH
	 *
	  	4319 Beldon Village Space A8	  	Canton	  	OH	  		  	*	  	Gap	  	Canton et al, OH
	 *
	  	26300 Cedar Road #180	  	Beachwood	  	OH	  		  	*	  	Gap	  	Cleveland et al, OH
	 *
	  	7875 Montgomery Road #U225	  	Cincinnati	  	OH	  	45236	  		  	KIDS/BABY	  	
	 *
	  	2501 West Memorial Road	  	Oklahoma City	  	OK	  		  	*	  	Gap	  	Oklahoma City, OK
	 *
	  	1901 Northwest Expressway Sp 1094	  	Oklahoma City	  	OK	  		  	*	  	Gap	  	Oklahoma City, OK
	 *
	  	3401 West Main Street	  	Norman	  	OK	  		  	*	  	Gap	  	Oklahoma City, OK
	 *
	  	7021 South Memorial	  	Tulsa	  	OK	  		  	*	  	Gap	  	Tulsa, OK
	 *
	  	4107 South Yale (relo 415,405,403)	  	Tulsa	  	OK	  		  	*	  	Gap	  	Tulsa, OK
	 *
	  	1934 Utica Square	  	Tulsa	  	OK	  		  	*	  	Gap	  	Tulsa, OK
	 *
	  	8722 East 71st Street Bldg. B	  	Tulsa	  	OK	  		  	*	  	Old Navy	  	Tulsa, OK
	 *
	  	5201 East 41st Street	  	Tulsa	  	OK	  		  	*	  	Old Navy	  	Tulsa, OK
	 *
	  	(2210 West Memorial Rd.)	  	Oklahoma City	  	OK	  		  	*	  	Old Navy	  	Oklahoma City, OK
	 *
	  	1711 Belle Isle Blvd.	  	Oklahoma City	  	OK	  		  	*	  	Old Navy	  	Oklahoma City, OK
	 *
	  	605 N. Main Street	  	Stillwater	  	OK	  		  	*	  	Old Navy	  	OK AREA NOT IN ANY MSA
	 *
	  	3328 West Owen K. Garriott Road	  	Enid	  	OK	  		  	*	  	Old Navy	  	Enid, OK
	 *
	  	3345 W. Main #1	  	Norman	  	OK	  		  	*	  	Old Navy	  	Oklahoma City, OK
	 *
	  	100 Central Mall	  	Lawton	  	OK	  		  	*	  	Old Navy	  	Lawton, OK
	 *
	  	3301 West Main Street	  	Norman	  	OK	  		  	*	  	Gap	  	Oklahoma City, OK
	 *
	  	1866 21st Utica Square #8	  	Tulsa	  	OK	  		  	*	  	Banana Republic	  	Tulsa, OK
	 *
	  	1100 Penn Square	  	Oklahoma City	  	OK	  		  	*	  	Banana Republic	  	Oklahoma City, OK
	 *
	  	7021 South Memorial Dr. #162	  	Tulsa	  	OK	  		  	*	  	Banana Republic	  	Tulsa, OK
	 *
	  	1899 N.W. Expressway, Sp. 1090	  	Oklahoma City	  	OK	  		  	*	  	Gap	  	Oklahoma City, OK
	 *
	  	7021 S. Memorial Dr. Sp #152	  	Tulsa	  	OK	  	74133	  		  	BABY	  	
	 *
	  	2501 West Memorial Sp. #156 & 158	  	Oklahoma City	  	OK	  		  	*	  	Gap	  	Oklahoma City, OK
	 *
	  	2501 W. Memorial Rd., Suite 149	  	Oklahoma City	  	OK	  		  	*	  	Gap	  	Oklahoma City, OK
	 *
	  	1899 Northwest Expressway Suite 1056	  	Oklahoma City	  	OK	  		  	*	  	Gap	  	Oklahoma City, OK
	 *
	  	2201 Lloyd Center, Sp# 1222	  	Portland	  	OR	  		  	*	  	Gap	  	Portland et al, OR-WA
	 *
	  	12000 South East 82nd Ave #1056	  	Portland	  	OR	  		  	*	  	Gap	  	Portland et al, OR-WA
	 *
	  	9724 SW Washington Square Rd F7	  	Tigard	  	OR	  		  	*	  	Gap	  	Portland et al, OR-WA
	 *
	  	700 SW 5th Avenue Sp 034-30 (TempSp311	  	Portland	  	OR	  		  	*	  	Gap	  	Portland et al, OR-WA
	 *
	  	2303 West Burnside St	  	Portland	  	OR	  		  	*	  	Gap	  	Portland et al, OR-WA
	 *
	  	1600 N. Riverside Ave. Sp1130 &1134	  	Medford	  	OR	  		  	*	  	Gap	  	Medford et al, OR
	 *
	  	19346 NW Emma Way	  	Hillsboro	  	OR	  	97124	  		  	GAP	  	
	 *
	  	219 Valley River Center	  	Eugene	  	OR	  		  	*	  	Gap	  	Eugene et al, OR
	 *
	  	480 Center Street Space #114	  	Salem	  	OR	  		  	*	  	Gap	  	Salem, OR
	 *
	  	545 SW Powerhouse Dr	  	Bend	  	OR	  		  	*	  	Gap	  	OR AREA NOT IN ANY MSA
	 *
	  	839 North West 12th st. space A-2	  	Gresham	  	OR	  		  	*	  	Gap	  	Portland et al, OR-WA
	 *
	  	1500 East Devils Lake Rd	  	Lincoln City	  	OR	  		  	*	  	Gap Inc. Outlet	  	OR AREA NOT IN ANY MSA
	 *
	  	30 Oakway Center	  	Eugene	  	OR	  		  	*	  	Old Navy	  	Eugene et al, OR
	 *
	  	2201 Lloyd Center	  	Portland	  	OR	  	97232	  		  	ON	  	
	 *
	  	2600 N. E. Hwy. 20 #510	  	Bend	  	OR	  		  	*	  	Old Navy	  	OR AREA NOT IN ANY MSA
	 *
	  	8656 SE Sunnyside Rd	  	Clackamas	  	OR	  		  	*	  	Old Navy	  	Portland et al, OR-WA
	 *
	  	1752 N. Jantzen Beach Center	  	Portland	  	OR	  		  	*	  	Old Navy	  	Portland et al, OR-WA
	 *
	  	18065 NW Evergreen Parkway	  	Beaverton	  	OR	  		  	*	  	Old Navy	  	Portland et al, OR-WA



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	47 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	831 NE Lancaster Drive	  	Salem	  	OR	  		  	*	  	Old Navy	  	Salem, OR
	 *
	  	1001 Arney Rd. Ste #100	  	Woodburn	  	OR	  		  	*	  	Gap Inc. Outlet	  	Salem, OR
	 *
	  	747 Northwest 12th St. Bld c	  	Gresham	  	OR	  		  	*	  	Old Navy	  	Portland et al, OR-WA
	 *
	  	3535 Crater Lake Hwy	  	Medford	  	OR	  		  	*	  	Old Navy	  	Medford et al, OR
	 *
	  	3115 SW Cedar Hills Blvd.	  	Beaverton	  	OR	  		  	*	  	Old Navy	  	Portland et al, OR-WA
	 *
	  	1036 Lloyd Center, Sp. C208	  	Portland	  	OR	  		  	*	  	Gap	  	Portland et al, OR-WA
	 *
	  	700 Southwest 5th Ave.	  	Portland	  	OR	  		  	*	  	Gap	  	Portland et al, OR-WA
	 *
	  	2 Valley River Drive	  	Eugene	  	OR	  		  	*	  	Banana Republic	  	Eugene et al, OR
	 *
	  	NW Cornell Rd & NW Stucki Rd	  	Hillsboro	  	OR	  	97214	  		  	BR	  	
	 *
	  	450 NW 257th Avenue, Suite 470	  	Troutdale	  	OR	  		  	*	  	Gap Inc. Outlet	  	Portland et al, OR-WA
	 *
	  	1500 S.E. East Devils Lake Road	  	Lincoln City	  	OR	  		  	*	  	Gap Inc. Outlet	  	OR AREA NOT IN ANY MSA
	 *
	  	1500 S.E. East Devils Lake Road	  	Lincoln City	  	OR	  		  	*	  	Gap Inc. Outlet	  	OR AREA NOT IN ANY MSA
	 *
	  	1001 Arnie Road, Space 104	  	Woodburn	  	OR	  		  	*	  	Gap Inc. Outlet	  	Salem, OR
	 *
	  		  	Tualatin	  	OR	  	97224	  		  	BR	  	
	 *
	  	9724 SW Washington Square Rd F7	  	Tigard	  	OR	  		  	*	  	Banana Republic	  	Portland et al, OR-WA
	 *
	  	805 South West Broadway	  	Portland	  	OR	  		  	*	  	Banana Republic	  	Portland et al, OR-WA
	 *
	  	545 SW Power House	  	Bend	  	OR	  		  	*	  	Banana Republic	  	OR AREA NOT IN ANY MSA
	 *
	  	9665 Southwest Washington Sq. #C2	  	Tigard	  	OR	  		  	*	  	Gap	  	Portland et al, OR-WA
	 *
	  	12000 S.E. 82nd Ave.	  	Portland	  	OR	  		  	*	  	Gap	  	Portland et al, OR-WA
	 *
	  	207 Valley River Ctr., Sp. C8	  	Eugene	  	OR	  		  	*	  	Gap	  	Eugene et al, OR
	 *
	  	9677 Southwest Washington Square #C2	  	Tigard	  	OR	  		  	*	  	Gap	  	Portland et al, OR-WA
	 *
	  	100 Exton Square Space 252	  	Exton	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	500 Germantown Pike, #2215	  	Plymouth Meeting	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	1200 Baltimore Pike	  	Springfield	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	2300 East Lincoln Hwy	  	Langhorne	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	160 North Gulph Road JU-3	  	King of Prussia	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	707 Neshaminy Mall Sp 619	  	Bensalem	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	555 Park City Center	  	Lancaster	  	PA	  		  	*	  	Gap	  	Lancaster, PA
	 *
	  	140 Leigh Valley Mall	  	Whitehall	  	PA	  		  	*	  	Gap	  	#N/A
	 *
	  	226 Montgomery Mall	  	North Wales	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	9th/Market # L212	  	Philadelphia	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	1067 West Baltimore Pike, Sp. #224	  	Media	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	1665 State Hill Road	  	Reading	  	PA	  		  	*	  	Gap	  	Reading, PA
	 *
	  	622 Schuylkill Mall	  	Frackville	  	PA	  		  	*	  	Gap	  	PA AREA NOT IN ANY MSA
	 *
	  	1524-26 Chestnut Street	  	Philadelphia	  	PA	  		  	*	  	Gap Inc. Outlet	  	Philadelphia, PA-NJ
	 *
	  	312 Goddard Blvd	  	King of Prussia	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	Park Ave & Route 248 #B-18	  	Easton	  	PA	  		  	*	  	Gap	  	#N/A
	 *
	  	2500 Moreland Rd	  	Willow Grove	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	Route #724-100 Bypass	  	Pottstown	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	100 Coulter Avenue	  	Ardmore	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	( 1510 Walnut)	  	Philadelphia	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	500-502 South Street	  	Philadelphia	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	132-134 East Lancaster Avenue	  	Wayne	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	3423 Walnut Street Box 113	  	Philadelphia	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	17-25 South Main Street #137	  	Doysletown	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	48 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	549-553 Glen Eagle Square	  	Glen Mills	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	RT. 6 Scranton Carbondale Hwy.	  	Scranton	  	PA	  		  	*	  	Gap	  	Scranton et al, PA
	 *
	  	122 Mall @ Steamtown Sp L-22	  	Scranton	  	PA	  		  	*	  	Gap	  	Scranton et al, PA
	 *
	  	2201 Cottman Avenue	  	Philadelphia	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	Terminal BC, upper level, sp. M-1	  	Philadelphia	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	2510 Chemical Road	  	Plymouth Meeting	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	60 West Road	  	Newtown	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	35 South Willowdale Dr.	  	Lancaster	  	PA	  		  	*	  	Gap Inc. Outlet	  	Lancaster, PA
	 *
	  		  	Tannersville	  	PA	  	18372	  		  		  	
	 *
	  	I-79 & Rt 208	  	Mercer	  	PA	  	16127	  		  	BRF	  	
	 *
	  	Route 19 & Fort Couch	  	Pittsburgh	  	PA	  		  	*	  	Gap	  	Pittsburgh, PA
	 *
	  	237 Monroeville Mall	  	Monroeville	  	PA	  		  	*	  	Gap	  	Pittsburgh, PA
	 *
	  	5436 WALNUT ST.	  	Pittsburgh	  	PA	  		  	*	  	Gap	  	Pittsburgh, PA
	 *
	  	1000 Ross Park Mall Drive #E9 (K-11 te	  	Pittsburgh	  	PA	  		  	*	  	Gap	  	Pittsburgh, PA
	 *
	  	500 Galleria Blvd #214	  	Johnstown	  	PA	  		  	*	  	Gap	  	Johnstown, PA
	 *
	  	137 West Bridge St.	  	Homestead	  	PA	  		  	*	  	Gap	  	Pittsburgh, PA
	 *
	  	1500 West Chestnut St.	  	Washington	  	PA	  		  	*	  	Gap	  	Pittsburgh, PA
	 *
	  	100 Robinson Center Dr.	  	Robinson	  	PA	  		  	*	  	Gap	  	Pittsburgh, PA
	 *
	  	1863 Gettysburg Dr., Bldg. E-2	  	Gettysburg	  	PA	  		  	*	  	Gap Inc. Outlet	  	PA AREA NOT IN ANY MSA
	 *
	  	1207 Franklin Mills Circle	  	Philadelphia	  	PA	  		  	*	  	Gap Inc. Outlet	  	Philadelphia, PA-NJ
	 *
	  	1460 BETHLEHEM PIKE	  	Montgomeryville	  	PA	  		  	*	  	Banana Republic	  	Philadelphia, PA-NJ
	 *
	  	2 Airport Square	  	North Wales	  	PA	  	19454	  		  	ON	  	
	 *
	  		  	OAKDALE	  	PA	  	15071	  		  	ON	  	
	 *
	  	1055 WOODLAND RD	  	READING	  	PA	  	19610	  		  	OLD NAVY	  	
	 *
	  	690 Shaffer Road	  	Du Bois	  	PA	  		  	*	  	Old Navy	  	PA AREA NOT IN ANY MSA
	 *
	  	351 Loucks Road	  	York	  	PA	  		  	*	  	Old Navy	  	York, PA
	 *
	  	105 Millcreek Mall	  	Erie	  	PA	  		  	*	  	Gap	  	Erie, PA
	 *
	  	3075 Clairiton Rd.	  	West Mifflin	  	PA	  		  	*	  	Old Navy	  	Pittsburgh, PA
	 *
	  	3506 Capital City Mall Drive #600	  	Camp Hill	  	PA	  		  	*	  	Old Navy	  	Harrisburg et al, PA
	 *
	  	Route 220 & Goods Ln, Sp. 940	  	Altoona	  	PA	  		  	*	  	Old Navy	  	#N/A
	 *
	  	100 Viewmont Mall	  	Scranton	  	PA	  		  	*	  	Old Navy	  	Scranton et al, PA
	 *
	  	Rt. 30 East	  	Greensburg	  	PA	  		  	*	  	Old Navy	  	Pittsburgh, PA
	 *
	  	60 E. Wynnewood Rd.	  	Wynnewood	  	PA	  		  	*	  	Old Navy	  	Philadelphia, PA-NJ
	 *
	  	35 Miracle Mile Shopping Center	  	Monroeville	  	PA	  		  	*	  	Old Navy	  	Pittsburgh, PA
	 *
	  	923 Freeport Rd. Sp# 126	  	Pittsburgh	  	PA	  		  	*	  	Old Navy	  	Pittsburgh, PA
	 *
	  	2631 McArthur Road	  	Whitehall	  	PA	  		  	*	  	Old Navy	  	#N/A
	 *
	  	140 Commerce Blvd. #3	  	Fairless Hills	  	PA	  		  	*	  	Old Navy	  	Philadelphia, PA-NJ
	 *
	  	4640 E. Roosevelt Blvd.	  	Philadelphia	  	PA	  		  	*	  	Old Navy	  	Philadelphia, PA-NJ
	 *
	  	976 West Street Road	  	Warminster	  	PA	  		  	*	  	Old Navy	  	Philadelphia, PA-NJ
	 *
	  	2158 Northway Mall	  	Pittsburgh	  	PA	  		  	*	  	Old Navy	  	Pittsburgh, PA
	 *
	  	160 N. Gulph Road #3229	  	King of Prussia	  	PA	  		  	*	  	Old Navy	  	Philadelphia, PA-NJ
	 *
	  	1700-F Fruitville Pike	  	Lancaster	  	PA	  		  	*	  	Old Navy	  	Lancaster, PA
	 *
	  	2440 Chemical Rd., Space S-7	  	Plymouth Meeting	  	PA	  		  	*	  	Old Navy	  	Philadelphia, PA-NJ
	 *
	  	164 Millcreek Pavillion Sp 150	  	Erie	  	PA	  		  	*	  	Old Navy	  	Erie, PA
	 *
	  	911 Old York Rd	  	Jenkintown	  	PA	  		  	*	  	Old Navy	  	Philadelphia, PA-NJ



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	49 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	 	 Street Address
	 	 City
	 	 State
	 	 Zip
	 	 NPA-NXX
	 	 Division
	 	 Metropolitan Area

	 *
	 	277 Main St	 	Exton	 	PA	 		 	*	 	Old Navy	 	Philadelphia, PA-NJ
	 *
	 	1100 Stanley K Tanger Blvd.	 	Lancaster	 	PA	 		 	*	 	Gap Inc. Outlet	 	Lancaster, PA
	 *
	 	1875 Franklin Mills Circle	 	Philadelphia	 	PA	 		 	*	 	Gap Inc. Outlet	 	Philadelphia, PA-NJ
	 *
	 	560 East Waterfront Dr.	 	Homestead	 	PA	 		 	*	 	Old Navy	 	Pittsburgh, PA
	 *
	 	1851 So Columbus Blvd	 	Philadelphia	 	PA	 		 	*	 	Old Navy	 	Philadelphia, PA-NJ
	 *
	 	1500 West Chestnut,	 	Washington	 	PA	 		 	*	 	Old Navy	 	Pittsburgh, PA
	 *
	 	1001 Market St.	 	Philadelphia	 	PA	 		 	*	 	Old Navy	 	Philadelphia, PA-NJ
	 *
	 	437 Arena Hub Plaza	 	Wilkes-Barre	 	PA	 		 	*	 	Old Navy	 	Scranton et al, PA
	 *
	 	400 South State Road, Unit ABC 7	 	Springfield	 	PA	 		 	*	 	Old Navy	 	Philadelphia, PA-NJ
	 *
	 	380 Beaver Valley Road	 	Monaca	 	PA	 		 	*	 	Old Navy	 	Pittsburgh, PA
	 *
	 	5125 Jonestown Rd.	 	Harrisburg	 	PA	 		 	*	 	Old Navy	 	Harrisburg et al, PA
	 *
	 	3518 Capitol Mall	 	Camp Hill	 	PA	 		 	*	 	Gap	 	Harrisburg et al, PA
	 *
	 	Route 220 & Goods Lane	 	Altoona	 	PA	 		 	*	 	Gap	 	#N/A
	 *
	 	2801 Whiteford Rd.	 	York	 	PA	 		 	*	 	Gap	 	York, PA
	 *
	 	Route 22 and Colonial Road	 	Harrisburg	 	PA	 		 	*	 	Gap	 	Harrisburg et al, PA
	 *
	 	Junction Route 11 & 15 space# F8	 	Selinsgrove	 	PA	 		 	*	 	Gap	 	PA AREA NOT IN ANY MSA
	 *
	 	1155 Carlisle Street Sp 704, 706 708	 	Hanover	 	PA	 		 	*	 	Gap	 	York, PA
	 *
	 	3055 Black Gap Rd	 	Chamberburg	 	PA	 		 	*	 	Gap	 	PA AREA NOT IN ANY MSA
	 *
	 	43 South State Street	 	Newtown	 	PA	 		 	*	 	Gap	 	Philadelphia, PA-NJ
	 *
	 	2900 East College Avenue Sp 955 (new 32)	 	State College	 	PA	 		 	*	 	Gap	 	State College, PA
	 *
	 	Junction Route 220 & 180, Sp. 432	 	Muncy	 	PA	 		 	*	 	Gap	 	Williamsport, PA
	 *
	 	29 Wyoming Valley Mall Sp #542	 	Wilkes-Barre	 	PA	 		 	*	 	Gap	 	Scranton et al, PA
	 *
	 	225 Columbia Mall Sp# 550	 	Bloomsburg	 	PA	 		 	*	 	Gap	 	Scranton et al, PA
	 *
	 	81 Wyoming Valley Mall Sp. 224.	 	Wilkes-Barre	 	PA	 		 	*	 	Gap	 	Scranton et al, PA
	 *
	 	1067 West Baltimore Pike Sp 229	 	Media	 	PA	 		 	*	 	Gap	 	Philadelphia, PA-NJ
	 *
	 	301 South Hills Village Sp# 2227	 	Bethel Park	 	PA	 		 	*	 	Gap	 	Pittsburgh, PA
	 *
	 	2900 East College Avenue Sp 512	 	State College	 	PA	 		 	*	 	Gap	 	State College, PA
	 *
	 	132 West Bridge St.	 	Homestead	 	PA	 		 	*	 	Gap	 	Pittsburgh, PA
	 *
	 	346 Exton Square Pkwy Space 2165	 	Exton	 	PA	 		 	*	 	Banana Republic	 	Philadelphia, PA-NJ
	 *
	 	100 Robinson Center Dr.	 	Pittsburgh	 	PA	 		 	*	 	Banana Republic	 	Pittsburgh, PA
	 *
	 	285 Crossing Outlet Square, Sp. G 208	 	Tannersville (Pocono)	 	PA	 		 	*	 	Gap Inc. Outlet	 	PA AREA NOT IN ANY MSA
	 *
	 	I-79 Route 208	 	Grove City	 	PA	 		 	*	 	Gap Inc. Outlet	 	Sharon, PA
	 *
	 	1875 Franklin Mills Circle Sp 163	 	Philadelphia	 	PA	 		 	*	 	Gap Inc. Outlet	 	Philadelphia, PA-NJ
	 *
	 	1863 Gettysburg Village Dr.	 	Gettysburg	 	PA	 		 	*	 	Gap Inc. Outlet	 	PA AREA NOT IN ANY MSA
	 *
	 	311 Outlet Drive Space #1002	 	Lancaster	 	PA	 		 	*	 	Gap Inc. Outlet	 	Lancaster, PA
	 *
	 	2500 Moreland Road Space #2080	 	Willow Grove	 	PA	 		 	*	 	Banana Republic	 	Philadelphia, PA-NJ
	 *
	 	1401 Walnut Street	 	Philadelphia	 	PA	 		 	*	 	Banana Republic	 	Philadelphia, PA-NJ
	 *
	 	61 Anderson Avenue	 	Ardmore	 	PA	 		 	*	 	Banana Republic	 	Philadelphia, PA-NJ
	 *
	 	5542 Walnut Street	 	Pittsburgh	 	PA	 		 	*	 	Banana Republic	 	Pittsburgh, PA
	 *
	 	315 Goddard Blvd	 	King of Prussia	 	PA	 		 	*	 	Banana Republic	 	Philadelphia, PA-NJ
	 *
	 	543-547 Wilmington	 	Glen Mills	 	PA	 		 	*	 	Banana Republic	 	Philadelphia, PA-NJ
	 *
	 	4313-17 Main St.	 	Manayunk	 	PA	 		 	*	 	Banana Republic	 	Philadelphia, PA-NJ
	 *
	 	1000 Ross Park Mall Sp. #J456	 	Pittsburgh	 	PA	 		 	*	 	Banana Republic	 	Pittsburgh, PA
	 *
	 	301 South Hills Viliage, Sp1345	 	Pittsburgh	 	PA	 		 	*	 	Banana Republic	 	Pittsburgh, PA
	 *
	 	2300 East Lincoln Highway, Sp 171	 	Langhorne	 	PA	 		 	*	 	Banana Republic	 	Philadelphia, PA-NJ



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	50 of 77









 Exhibit D-17 – Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	160 N. Gulf Road - Sp. 6220	  	King of Prussia	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	1000 Ross Park Mall - Sp. J08	  	Pittsburgh	  	PA	  		  	*	  	Gap	  	Pittsburgh, PA
	 *
	  	Route 309, Space B-6	  	North Wales	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	230 The Mall @ Steamtown	  	Scranton	  	PA	  		  	*	  	Gap	  	Scranton et al, PA
	 *
	  	160 N. Golph Road, Sp 6226	  	King of Prussia	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	517 Glen Eagle Square	  	Glen Mills	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	Center Core	  	Pittsburgh	  	PA	  		  	*	  	Gap	  	Pittsburgh, PA
	 *
	  	5434-5436 Walnut Street	  	Pittsburgh	  	PA	  	15232	  		  	KIDS/BABY	  	
	 *
	  	84 Coulter Avenue	  	Ardmore	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	2500 Moreland Rd.	  	Willow Grove	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	2300 E LINCOLN HWY	  	Langhorne	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	711 Park City Center	  	Lancaster	  	PA	  		  	*	  	Gap	  	Lancaster, PA
	 *
	  	240 Exton Square Parkway #2435	  	Exton	  	PA	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	1718 Walnut Street	  	Philadelphia	  	PA	  	19102	  		  	KIDS/BABY	  	
	 *
	  	1 Prime Outlets Blvd	  	Barceloneta	  	PR	  	617	  		  	BRF	  	
	 *
	  	2050 Ponce Bypass, Ste 103	  	Ponce	  	PR	  	731	  		  	ONCS	  	
	 *
	  	525 F. D. Roosevelt Ave.	  	Hato Rey	  	PR	  	918	  		  	ONCS	  	
	 *
	  	Fragoso Ave	  	Carolina	  	PR	  	988	  		  	ONCS	  	
	 *
	  	65th Infanteria KM 6.1, San Anton Ward	  	Carolina	  	PR	  	979	  		  	ONCS	  	
	 *
	  	725 Avenue West Main, Ste 600-1350	  	Sierra Bayamon	  	PR	  	961	  		  	ONCS	  	
	 *
	  	65 infanteria hwy fragaso ave	  	Carolina	  	PR	  	988	  		  	GAP	  	
	 *
	  	525 Franklin D. Roosevelt Ave.	  	Hato Rey	  	PR	  	918	  		  	GAP	  	
	 *
	  	506 Truncado St.	  	Hatillo	  	PR	  	659	  		  	GAP	  	
	 *
	  	Carr #2, Km. 227.9	  	Ponce	  	PR	  	733	  		  	GAP/KIDS	  	
	 *
	  	725 West Main Ave space# 600-520	  	Sierra Bayamon	  	PR	  	961	  		  	GAP/KIDS	  	
	 *
	  	165 Prime Outlet Blvd #	  	Barceloneta	  	PR	  	617	  		  	GAP OUTLET	  	
	 *
	  	KM. 18.4 State Rd.	  	Canovanas	  	PR	  	729	  		  	GAP OUTLET	  	
	 *
	  	456 Las Americas Expressway	  	Hato Rey	  	PR	  	918	  		  	BANANA	  	
	 *
	  	Plaza Del Sol Sp. #1640	  	Bayamon	  	PR	  	961	  		  	BANANA	  	
	 *
	  	525 SB Rosevelt Ave	  	Hato Rey	  	PR	  	918	  		  	KIDS	  	
	 *
	  	81 Hillside Rd.	  	Cranston	  	RI	  		  	*	  	Gap	  	Providence et al, RI
	 *
	  	33 Americas Cup Avenue	  	Newport	  	RI	  		  	*	  	Gap	  	RI AREA NOT IN ANY MSA
	 *
	  	400 Bald Hill Road	  	Warwick	  	RI	  		  	*	  	Gap	  	Providence et al, RI
	 *
	  	52 Providence Place	  	Providence	  	RI	  		  	*	  	Gap	  	Providence et al, RI
	 *
	  	371 Putnam Pike	  	Smithfield	  	RI	  		  	*	  	Gap	  	Providence et al, RI
	 *
	  	199 Connell Hwy	  	Newport	  	RI	  	2840	  		  	ON	  	
	 *
	  	371 Putman Pike	  	Smithfield	  	RI	  		  	*	  	Old Navy	  	Providence et al, RI
	 *
	  	144 Providence Place, Sp. R201	  	Providence	  	RI	  		  	*	  	Old Navy	  	Providence et al, RI
	 *
	  	400 Baldhill Road	  	Warwick	  	RI	  		  	*	  	Old Navy	  	Providence et al, RI
	 *
	  	124 Thames Street	  	Newport	  	RI	  		  	*	  	Banana Republic	  	RI AREA NOT IN ANY MSA
	 *
	  	16 Midway Rd.	  	Cranston	  	RI	  		  	*	  	Banana Republic	  	Providence et al, RI
	 *
	  	100 Francis Street B102	  	Providence	  	RI	  		  	*	  	Banana Republic	  	Providence et al, RI
	 *
	  	4-8 Long Wharf Mall South	  	Newport	  	RI	  		  	*	  	Gap	  	RI AREA NOT IN ANY MSA
	 *
	  	50 Hillside Road	  	Cranston	  	RI	  		  	*	  	Gap	  	Providence et al, RI
	 *
	  	550 Factory Shops Blvd	  	Gaffney	  	SC	  	29341	  		  	BRF	  	



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	51 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	 	 Street Address
	 	 City
	 	 State
	 	 Zip
	 	 NPA-NXX
	 	 Division
	 	 Metropolitan Area

	 *
	 	10847 Kings Road	 	Myrtle Beach	 	SC	 	29572	 		 	BRF	 	
	 *
	 	10847 Kings Road	 	Myrtle Beach	 	SC	 	29572	 		 	OUT	 	
	 *
	 	10823 Kings Road Suite 300	 	Myrtle Beach	 	SC	 		 	*	 	Gap Inc. Outlet	 	Myrtle Beach, SC
	 *
	 	1945 W. Palmetto Street	 	Florence	 	SC	 	29501	 		 	ON	 	
	 *
	 	7620 Rivers Ave., Suite 210	 	North Charleston	 	SC	 		 	*	 	Old Navy	 	Charleston et al, SC
	 *
	 	1720 Towne Center Way	 	Mount Pleasant	 	SC	 		 	*	 	Old Navy	 	Charleston et al, SC
	 *
	 	142 Station Dr.	 	Anderson	 	SC	 		 	*	 	Old Navy	 	Greenville et al, SC
	 *
	 	515 Bypass 72 NW	 	Greenwood	 	SC	 		 	*	 	Old Navy	 	SC AREA NOT IN ANY MSA
	 *
	 	1117 Woodrff rd. SPN217	 	Greenville	 	SC	 		 	*	 	Old Navy	 	Greenville et al, SC
	 *
	 	140 Harbison Blvd.	 	Columbia	 	SC	 		 	*	 	Old Navy	 	Columbia, SC
	 *
	 	7201 DL440 Two Notch Road	 	Columbia	 	SC	 		 	*	 	Old Navy	 	Columbia, SC
	 *
	 	1460 Fording Island Rd #300	 	Bluffton	 	SC	 		 	*	 	Old Navy	 	SC AREA NOT IN ANY MSA
	 *
	 	6103 Northwoods Mall	 	Charleston Heights	 	SC	 		 	*	 	Gap	 	Charleston et al, SC
	 *
	 	269 King St.	 	Charleston	 	SC	 		 	*	 	Gap	 	Charleston et al, SC
	 *
	 	100 Columbiana Circle Road #1230	 	Columbia	 	SC	 		 	*	 	Gap	 	Columbia, SC
	 *
	 	2070 Sam Ritenberg	 	Charleston	 	SC	 		 	*	 	Gap	 	Charleston et al, SC
	 *
	 	700 Haywood Road Space #2003,2004,2005	 	Greenville	 	SC	 		 	*	 	Gap	 	Greenville et al, SC
	 *
	 	1210 Celebrity Circle #AA201	 	Myrtle Beach	 	SC	 		 	*	 	Gap	 	Myrtle Beach, SC
	 *
	 	2701 David McLeod Blvd.	 	Florence	 	SC	 		 	*	 	Gap	 	Florence, SC
	 *
	 	1229 Belk Dr., Suite H1	 	Mt. Pleasant	 	SC	 		 	*	 	Gap	 	Charleston et al, SC
	 *
	 	2441 Whiskey Rd South	 	Aiken	 	SC	 		 	*	 	Gap	 	#N/A
	 *
	 	660 Spartan Blvd., Ste. 10	 	Spartanburg	 	SC	 		 	*	 	Old Navy	 	Greenville et al, SC
	 *
	 	Highway 291 at Furnam Road	 	Greenville	 	SC	 		 	*	 	Old Navy	 	Greenville et al, SC
	 *
	 	1414 Fording Island Rd.	 	Bluffton	 	SC	 		 	*	 	Gap Inc. Outlet	 	SC AREA NOT IN ANY MSA
	 *
	 	US Hwy 17 & Hwy 501	 	Myrtle Beach	 	SC	 	29577	 		 	GAP	 	
	 *
	 	US Hwy 17 & Hwy 501	 	Myrtle Beach	 	SC	 	29577	 		 	KID	 	
	 *
	 	240 FActory Shops Blvd #7	 	Gaffney	 	SC	 		 	*	 	Gap Inc. Outlet	 	Greenville et al, SC
	 *
	 	1414 Fording Island Rd sp A100	 	Bluffton	 	SC	 		 	*	 	Gap Inc. Outlet	 	SC AREA NOT IN ANY MSA
	 *
	 	249 KING STREET	 	Charleston	 	SC	 		 	*	 	Banana Republic	 	Charleston et al, SC
	 *
	 	24 Shelter Cove Lane Suite #230	 	Hilton Head	 	SC	 		 	*	 	Banana Republic	 	SC AREA NOT IN ANY MSA
	 *
	 	249 King St.	 	Charleston	 	SC	 		 	*	 	Banana Republic	 	Charleston et al, SC
	 *
	 	700 Haywood Mall Sp. #1044	 	Greenville	 	SC	 		 	*	 	Banana Republic	 	Greenville et al, SC
	 *
	 	100 Columbiana Circle	 	Columbia	 	SC	 		 	*	 	Banana Republic	 	Columbia, SC
	 *
	 	Unit K1A 1232 Belk Drive	 	Mt. Pleasant	 	SC	 		 	*	 	Banana Republic	 	Charleston et al, SC
	 *
	 	700 Haywood Road, Space #2043	 	Greenville	 	SC	 		 	*	 	Gap	 	Greenville et al, SC
	 *
	 	100 Columbiana Circle, Sp #1450	 	Columbia	 	SC	 		 	*	 	Gap	 	Columbia, SC
	 *
	 	2200 North Maple Ave Space 462	 	Rapid City	 	SD	 		 	*	 	Gap	 	Rapid City, SD
	 *
	 	5000 Empire Mall	 	Sioux Falls	 	SD	 		 	*	 	Banana Republic	 	Sioux Falls, SD
	 *
	 	4100 W. 41st Street	 	Sioux Falls	 	SD	 	57106	 		 	ON	 	
	 *
	 	2200 N. Maple Street	 	Rapid City	 	SD	 	57701	 		 	ON	 	
	 *
	 	5000 Empire Mall #141	 	Sioux Falls	 	SD	 		 	*	 	Gap	 	Sioux Falls, SD
	 *
	 		 	SEVIERVILLE	 	TN	 	37862	 		 	OUT	 	
	 *
	 	1645 Park Way, #860	 	Sevierville	 	TN	 		 	*	 	Gap Inc. Outlet	 	Knoxville, TN
	 *
	 	1101 Vann Drive	 	Jackson	 	TN	 	38305	 		 	ON	 	
	 *
	 		 	Cookeville	 	TN	 	38501	 		 	ON	 	



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	52 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	Hwy 153 & Hixson Pike	  	Chattanooga	  	TN	  		  	*	  	Gap	  	Chattanooga, TN-GA
	 *
	  	2100 Hamilton Place Blvd.	  	Chattanooga	  	TN	  		  	*	  	Gap	  	Chattanooga, TN-GA
	 *
	  	2295 Gallatin Pike N	  	Madison	  	TN	  		  	*	  	Old Navy	  	Nashville, TN
	 *
	  	1954 Old Fort Pkwy	  	Murfreesboro	  	TN	  		  	*	  	Old Navy	  	Nashville, TN
	 *
	  	3000 A Mall Rd. N.	  	Knoxville	  	TN	  		  	*	  	Old Navy	  	Knoxville, TN
	 *
	  	1618 Service Merchandise Blvd	  	Brentwood	  	TN	  		  	*	  	Old Navy	  	Nashville, TN
	 *
	  	5764 Highway 153	  	Hixson	  	TN	  		  	*	  	Old Navy	  	Chattanooga, TN-GA
	 *
	  	3440 Poplar Avenue	  	Memphis	  	TN	  		  	*	  	Old Navy	  	Memphis, TN-AR-MS
	 *
	  	3075 Village Shops Drive	  	Memphis	  	TN	  		  	*	  	Old Navy	  	Memphis, TN-AR-MS
	 *
	  	3619 Riverdale Road	  	Memphis	  	TN	  		  	*	  	Old Navy	  	Memphis, TN-AR-MS
	 *
	  	218 Morrell Road	  	Knoxville	  	TN	  		  	*	  	Old Navy	  	Knoxville, TN
	 *
	  	2220 Hamilton Place Blvd	  	Chattanooga	  	TN	  		  	*	  	Old Navy	  	Chattanooga, TN-GA
	 *
	  	8085 Giacosa Place	  	Memphis	  	TN	  		  	*	  	Old Navy	  	Memphis, TN-AR-MS
	 *
	  	3211 Peoples Street # J	  	Johnson City	  	TN	  		  	*	  	Old Navy	  	Johnson Cty et al, TN-VA
	 *
	  	2801 Wilma Rudolph Boulevard Sp 715	  	Clarksville	  	TN	  		  	*	  	Old Navy	  	Clarksville et al,TN-KY
	 *
	  	7620 U.S. 70 South, Space #139	  	Nashville	  	TN	  		  	*	  	Old Navy	  	Nashville, TN
	 *
	  	139 Oprymills Drive	  	Nashville	  	TN	  		  	*	  	Old Navy	  	Nashville, TN
	 *
	  	1645 Parkway Sp. 990	  	Sevierville	  	TN	  		  	*	  	Gap Inc. Outlet	  	Knoxville, TN
	 *
	  	240 Oprymills Drive, Sp. 648	  	Nashville	  	TN	  		  	*	  	Gap Inc. Outlet	  	Nashville, TN
	 *
	  	11028 Parkside Dr.	  	Knoxville	  	TN	  		  	*	  	Old Navy	  	Knoxville, TN
	 *
	  	5252 HICKORY HOLLOW PARKWAY	  	Antioch	  	TN	  		  	*	  	Gap	  	Nashville, TN
	 *
	  	1000 Two Mile Parkway Unit B-3	  	Goodletsville	  	TN	  		  	*	  	Gap	  	Nashville, TN
	 *
	  	Southwest Corner of I-65 & Mooresd Lan	  	Franklin (Nashville)	  	TN	  		  	*	  	Gap	  	Nashville, TN
	 *
	  	7600 Kingston Pike #1100	  	Knoxville	  	TN	  		  	*	  	Gap	  	Knoxville, TN
	 *
	  	2011 N. Roan #25	  	Johnson City	  	TN	  		  	*	  	Gap	  	Johnson Cty et al, TN-VA
	 *
	  	2126 Abbott Martin Rd. - Sp. 236	  	Nashville	  	TN	  		  	*	  	Gap	  	Nashville, TN
	 *
	  	2801 Wilma Rudolph Blvd. Sp. 310/325	  	Clarksville	  	TN	  		  	*	  	Gap	  	Clarksville et al,TN-KY
	 *
	  	1720 Old Fort Parkway	  	Murfreesboro	  	TN	  		  	*	  	Gap	  	Nashville, TN
	 *
	  	2126 Abbott Martin Rd. - Sp. 256	  	Nashville	  	TN	  		  	*	  	Gap	  	Nashville, TN
	 *
	  	100 Outlet Village Blvd	  	Lebanon	  	TN	  		  	*	  	Gap Inc. Outlet	  	Nashville, TN
	 *
	  	1645 Parkway, Suite 520	  	Sevierville	  	TN	  		  	*	  	Gap Inc. Outlet	  	Knoxville, TN
	 *
	  	2820 Opry Land	  	Nashville	  	TN	  		  	*	  	Gap Inc. Outlet	  	Nashville, TN
	 *
	  	7615 West Farmington	  	Germantown	  	TN	  		  	*	  	Banana Republic	  	Memphis, TN-AR-MS
	 *
	  	7600 Kingston Pike, Suite 1196	  	Knoxville	  	TN	  		  	*	  	Banana Republic	  	Knoxville, TN
	 *
	  	2126 Abbott Martin Rd.,Suite 233	  	Nashville	  	TN	  		  	*	  	Banana Republic	  	Nashville, TN
	 *
	  	2760 North Germantown Pkwy.,sp 2440	  	Bartlett	  	TN	  		  	*	  	Banana Republic	  	Memphis, TN-AR-MS
	 *
	  	2100 Hamilton Pl. Blvd.,Sp.217	  	Chattanooga	  	TN	  		  	*	  	Banana Republic	  	Chattanooga, TN-GA
	 *
	  	4465 Poplar Ave. Sp. #210	  	Memphis	  	TN	  		  	*	  	Banana Republic	  	Memphis, TN-AR-MS
	 *
	  	1800 Galleria Blvd Sp 1310	  	Franklin	  	TN	  		  	*	  	Banana Republic	  	Nashville, TN
	 *
	  	2126 Abbott Martin Rd. Sp. 129	  	Nashville	  	TN	  		  	*	  	Gap	  	Nashville, TN
	 *
	  	2055 West Street	  	Germantown	  	TN	  		  	*	  	Gap	  	Memphis, TN-AR-MS
	 *
	  	7600 Kingston Pike #1586	  	Knoxville	  	TN	  		  	*	  	Gap	  	Knoxville, TN
	 *
	  	4465 Poplar Ave., Sp. 261	  	Memphis	  	TN	  		  	*	  	Gap	  	Memphis, TN-AR-MS
	 *
	  	2760 North Germantown Pkwy	  	Memphis	  	TN	  		  	*	  	Gap	  	Memphis, TN-AR-MS
	 *
	  	2100 Hamilton Place Blvd	  	Chattanooga	  	TN	  		  	*	  	Gap	  	Chattanooga, TN-GA



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	53 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	7615 West Farmington	  	Germantown	  	TN	  		  	*	  	Gap	  	Memphis, TN-AR-MS
	 *
	  	4465 Poplar #261	  	Memphis	  	TN	  		  	*	  	Gap	  	Memphis, TN-AR-MS
	 *
	  	2760 N. Germantown Parkway	  	Bartlett	  	TN	  		  	*	  	Gap	  	Memphis, TN-AR-MS
	 *
	  	150 Peabody Place	  	Memphis	  	TN	  		  	*	  	Gap	  	Memphis, TN-AR-MS
	 *
	  	2055 West Street #8	  	Germantown	  	TN	  		  	*	  	Gap	  	Memphis, TN-AR-MS
	 *
	  	11400 Burnette	  	Austin	  	TX	  	78758	  		  	Lab	  	
	 *
	  	5015 Westheimer #2360	  	Houston	  	TX	  		  	*	  	Gap	  	Houston, TX
	 *
	  	208 Memorial City Center	  	Houston	  	TX	  		  	*	  	Gap	  	Houston, TX
	 *
	  	1252 Willowbrook Mall	  	Houston	  	TX	  		  	*	  	Gap	  	Houston, TX
	 *
	  	Baybrook Mall Drive,	  	Friendswood	  	TX	  		  	*	  	Gap	  	Galveston et al, TX
	 *
	  	1000 West Oaks #108	  	Houston	  	TX	  		  	*	  	Gap	  	Houston, TX
	 *
	  	20131 Hwy 59 #1342	  	Humble	  	TX	  		  	*	  	Gap	  	Houston, TX
	 *
	  	6225 Kirby #AOG	  	Houston	  	TX	  		  	*	  	Gap	  	Houston, TX
	 *
	  	4030 Westheimer	  	Houston	  	TX	  		  	*	  	Gap	  	Houston, TX
	 *
	  	1500 Harvey Road #137	  	College Station	  	TX	  		  	*	  	Gap	  	Bryan et al, TX
	 *
	  	1201 Lake Woodlands Dr #1042	  	The Woodlands	  	TX	  		  	*	  	Gap	  	Houston, TX
	 *
	  	1675 S. Voss Road	  	Houston	  	TX	  		  	*	  	Gap	  	Houston, TX
	 *
	  	16535 Southwest Freeway,	  	Sugarland	  	TX	  		  	*	  	Gap	  	Houston, TX
	 *
	  	600 W. Sam Houston Pkwy. North - Sp. 7	  	Houston	  	TX	  		  	*	  	Gap	  	Houston, TX
	 *
	  	1977 West Gray St.	  	Houston	  	TX	  		  	*	  	Gap	  	Houston, TX
	 *
	  	5462 FM 1960 West	  	Houston	  	TX	  		  	*	  	Gap	  	Houston, TX
	 *
	  	6155 Eastex Fwy	  	Beaumont	  	TX	  		  	*	  	Gap	  	#N/A
	 *
	  	I-30 & Richmond Road	  	Texarkana	  	TX	  	75503	  		  	ON	  	
	 *
	  	8687 N Cen.Exprwy	  	Dallas	  	TX	  		  	*	  	Gap	  	Dallas, TX
	 *
	  	1080 Town East Mall	  	Mesquite	  	TX	  		  	*	  	Gap	  	Dallas, TX
	 *
	  	1110 Valley View	  	Dallas	  	TX	  		  	*	  	Gap	  	Dallas, TX
	 *
	  	1976 Green Oaks Road Sp. D10 &11	  	Fort Worth	  	TX	  		  	*	  	Gap	  	Fort Worth et al, TX
	 *
	  	4800 Hulen Street	  	Fort Worth	  	TX	  		  	*	  	Gap	  	Fort Worth et al, TX
	 *
	  	6001 West Waco Drive Space 19	  	Waco	  	TX	  		  	*	  	Gap	  	Waco, TX
	 *
	  	811 North Central Expresswy #2103	  	Plano	  	TX	  		  	*	  	Gap	  	Dallas, TX
	 *
	  	13250 Dallas Parkway	  	Dallas	  	TX	  		  	*	  	Gap	  	Dallas, TX
	 *
	  	5350 West Lovers lane	  	Dallas	  	TX	  		  	*	  	Gap	  	Dallas, TX
	 *
	  	2401 South Stemmons Freeway Space 2632	  	Lewisville	  	TX	  		  	*	  	Gap	  	Dallas, TX
	 *
	  	1900 Preston Road	  	Plano	  	TX	  		  	*	  	Gap	  	Dallas, TX
	 *
	  	3811 South Cooper	  	Arlington	  	TX	  		  	*	  	Gap	  	Fort Worth et al, TX
	 *
	  	4601 South Broadway	  	Tyler	  	TX	  		  	*	  	Gap	  	Tyler, TX
	 *
	  	6002 Slide Road	  	Lubbock	  	TX	  		  	*	  	Gap	  	Lubbock, TX
	 *
	  	10720 Preston Road #100	  	Dallas	  	TX	  		  	*	  	Gap	  	Dallas, TX
	 *
	  	1620 S.University Dr., Suite 201	  	Fort Worth	  	TX	  		  	*	  	Gap	  	Fort Worth et al, TX
	 *
	  	7701 W. Interstate 40, Sp. 256	  	Amarillo	  	TX	  		  	*	  	Gap	  	#N/A
	 *
	  	4511 N. Midkiff Dr., Sp. C7-10	  	Midland	  	TX	  		  	*	  	Gap	  	Odessa et al, TX
	 *
	  	167& 177 Grand Avenue	  	Southlake	  	TX	  		  	*	  	Gap	  	Fort Worth et al, TX
	 *
	  	49 Central Mall Space 48 & 49	  	Texarkana	  	TX	  		  	*	  	Gap	  	Texarkana,TX-Texrkana,AR
	 *
	  	2201 - I35 E South	  	Denton	  	TX	  		  	*	  	Gap	  	Dallas, TX
	 *
	  	7601 N. Mac Arthur Blvd.	  	Irving	  	TX	  		  	*	  	Gap	  	Dallas, TX



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	54 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	2200 South 10th Street Sp. F6C	  	McAllen	  	TX	  		  	*	  	Gap	  	McAllen et al, TX
	 *
	  	4600 Medford Sp. 1318	  	Lufkin	  	TX	  		  	*	  	Gap	  	TX AREA NOT IN ANY MSA
	 *
	  	8202 Highway 121	  	Frisco	  	TX	  		  	*	  	Gap	  	Dallas, TX
	 *
	  	3701 Mckinney Ave	  	Dallas	  	TX	  		  	*	  	Gap	  	Dallas, TX
	 *
	  	2370 N.Expressway, Sp# 10,20,30,35,40	  	Brownsville	  	TX	  		  	*	  	Gap	  	Brownsville et al, TX
	 *
	  	1101 Melboume Road Sp. 3042	  	Hurst	  	TX	  		  	*	  	Gap	  	Fort Worth et al, TX
	 *
	  	1500 North Collins Street	  	Arlington	  	TX	  		  	*	  	Gap	  	Fort Worth et al, TX
	 *
	  	5331 E.Mockingbird Lane	  	Dallas	  	TX	  		  	*	  	Gap	  	Dallas, TX
	 *
	  	4015 Interstate 35 South	  	San Marcos	  	TX	  		  	*	  	Gap Inc. Outlet	  	#N/A
	 *
	  	12634 Fountain Lake Circle	  	Stafford	  	TX	  		  	*	  	Gap Inc. Outlet	  	Houston, TX
	 *
	  	301 Tanger Dr.	  	Terrell	  	TX	  		  	*	  	Gap Inc. Outlet	  	Dallas, TX
	 *
	  	2416 W. LOOP 340	  	Waco	  	TX	  		  	*	  	Old Navy	  	Waco, TX
	 *
	  	1800 S Loop 288	  	Denton	  	TX	  	76205	  		  	ON	  	
	 *
	  	Eldorado Pky & US Hwy	  	McKinney	  	TX	  	75069	  		  	ON	  	
	 *
	  	Hwy 29 & I-35	  	GEORGETOWN	  	TX	  	78627	  		  	OLD NAVY	  	
	 *
	  	4505 S. MEDFORD	  	LUFKIN	  	TX	  	75901	  		  	OLD NAVY	  	
	 *
	  	Hwy 75 & Loy Lake Road	  	Sherman	  	TX	  	75090	  		  	ON	  	
	 *
	  	SWC McAlister Road	  	Fort Worth	  	TX	  	76028	  		  	ON	  	
	 *
	  		  	ABilene	  	TX	  	79606	  		  	WHS	  	
	 *
	  	2901 Capitol of Texas Hwy, Space G4	  	Austin	  	TX	  		  	*	  	Old Navy	  	#N/A
	 *
	  	4511 NORTH MIDKIFF	  	Midland	  	TX	  		  	*	  	Old Navy	  	Odessa et al, TX
	 *
	  	422 N. Loop 281 W. Suite 200	  	Longview	  	TX	  		  	*	  	Old Navy	  	Longview et al, TX
	 *
	  	5601 Brodie Lane #400	  	Austin	  	TX	  		  	*	  	Old Navy	  	#N/A
	 *
	  	20510 Highway 59 North	  	Humble	  	TX	  		  	*	  	Old Navy	  	Houston, TX
	 *
	  	5778 Fairmont	  	Pasadena	  	TX	  		  	*	  	Old Navy	  	Houston, TX
	 *
	  	13250 Dallas Parkway	  	Dallas	  	TX	  		  	*	  	Old Navy	  	Dallas, TX
	 *
	  	501 Plano Road, Suite 417	  	Richardson	  	TX	  		  	*	  	Old Navy	  	Dallas, TX
	 *
	  	2875 Market Center Dr	  	Rockwall	  	TX	  		  	*	  	Old Navy	  	Dallas, TX
	 *
	  	2100 S. WS Young Drive #1020	  	Killeen	  	TX	  		  	*	  	Old Navy	  	Killeen et al, TX
	 *
	  	1708 Green Oaks Rd, Sp. 6	  	Ft. Worth	  	TX	  		  	*	  	Old Navy	  	Fort Worth et al, TX
	 *
	  	1182 Sunset Mall Sp 1310	  	San Angelo	  	TX	  		  	*	  	Old Navy	  	San Angelo, TX
	 *
	  	1002 Willowbrook Mall	  	Houston	  	TX	  		  	*	  	Old Navy	  	Houston, TX
	 *
	  	3111 Woodridge	  	Houston	  	TX	  		  	*	  	Old Navy	  	Houston, TX
	 *
	  	1515 Town East Blvd #500	  	Mesquite	  	TX	  		  	*	  	Old Navy	  	Dallas, TX
	 *
	  	801 15th Street Suite 300	  	Plano	  	TX	  		  	*	  	Old Navy	  	Dallas, TX
	 *
	  	2325 South Stemmons Freeway	  	Lewisville	  	TX	  		  	*	  	Old Navy	  	Dallas, TX
	 *
	  	9607 Research Blvd Suite 400	  	Austin	  	TX	  		  	*	  	Old Navy	  	#N/A
	 *
	  	11081 Westheimer	  	Houston	  	TX	  		  	*	  	Old Navy	  	Houston, TX
	 *
	  	5000 Westheimer #300	  	Houston	  	TX	  		  	*	  	Old Navy	  	Houston, TX
	 *
	  	1106 West Arbrook Blvd.	  	Arlington	  	TX	  		  	*	  	Old Navy	  	Fort Worth et al, TX
	 *
	  	2575 Towne Center Blvd.	  	Sugar land	  	TX	  		  	*	  	Old Navy	  	Houston, TX
	 *
	  	13839 Brecks St. (Old - 4605 FM 1960 W	  	Houston	  	TX	  		  	*	  	Old Navy	  	Houston, TX
	 *
	  	5601 Bandera Road #120	  	San Antonio	  	TX	  		  	*	  	Old Navy	  	San Antonio, TX
	 *
	  	6867 Hwy 6 North	  	Houston	  	TX	  		  	*	  	Old Navy	  	Houston, TX
	 *
	  	4700 Beechnut Sp 260	  	Houston	  	TX	  		  	*	  	Old Navy	  	Houston, TX



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	55 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	1701, Ste. B Preston Road	  	Plano	  	TX	  		  	*	  	Old Navy	  	Dallas, TX
	 *
	  	11745 I-H10 West #740	  	San Antonio	  	TX	  		  	*	  	Old Navy	  	San Antonio, TX
	 *
	  	2700 Soncy Road	  	Amarillo	  	TX	  		  	*	  	Old Navy	  	#N/A
	 *
	  	5000 Hulen Street #124	  	Fort Worth	  	TX	  		  	*	  	Old Navy	  	Fort Worth et al, TX
	 *
	  	1815 South 10th Street	  	McAllen	  	TX	  		  	*	  	Old Navy	  	McAllen et al, TX
	 *
	  	255 E. Basse Road #110	  	San Antonio	  	TX	  		  	*	  	Old Navy	  	San Antonio, TX
	 *
	  	5425 S. Padre Island Drive	  	Corpus Christie	  	TX	  		  	*	  	Old Navy	  	Corpus Christi, TX
	 *
	  	11066 Pecan Park Blvd., Suite #115	  	Austin	  	TX	  		  	*	  	Old Navy	  	#N/A
	 *
	  	3638 Irving Mall, Space C6C	  	Irving	  	TX	  		  	*	  	Old Navy	  	Dallas, TX
	 *
	  	4601 S. Broadway Sp. H-17A	  	Tyler	  	TX	  		  	*	  	Old Navy	  	Tyler, TX
	 *
	  	6155 Eastex Freeway, Suite C338	  	Beaumont	  	TX	  		  	*	  	Old Navy	  	#N/A
	 *
	  	1000 East 41st Street, Suite 810	  	Austin	  	TX	  		  	*	  	Old Navy	  	#N/A
	 *
	  	2050 E. Texas Avenue South	  	College Station	  	TX	  		  	*	  	Old Navy	  	Bryan et al, TX
	 *
	  	3000 Grapevine Mill Parkway #245	  	Grapevine	  	TX	  		  	*	  	Old Navy	  	Fort Worth et al, TX
	 *
	  	18030 US Highway 281 North	  	San Antonio	  	TX	  		  	*	  	Old Navy	  	San Antonio, TX
	 *
	  	8401 Gateway West, Space G16	  	El Paso	  	TX	  		  	*	  	Old Navy	  	El Paso, TX
	 *
	  	750 Sunland Park Dr.	  	El Paso	  	TX	  		  	*	  	Old Navy	  	El Paso, TX
	 *
	  	13788 Northwest (old address555 Northw	  	Houston	  	TX	  		  	*	  	Old Navy	  	Houston, TX
	 *
	  	7605 San Dario Avenue	  	Laredo	  	TX	  		  	*	  	Old Navy	  	Laredo, TX
	 *
	  	5000 Katy Mills Circle #619	  	Katy	  	TX	  		  	*	  	Old Navy	  	Houston, TX
	 *
	  	20701 Parker Rd, Bldg. A Ste. 500	  	Round Rock	  	TX	  		  	*	  	Old Navy	  	#N/A
	 *
	  	3111 Midwestern Parkway, Sp. 580	  	Wichita Falls	  	TX	  		  	*	  	Old Navy	  	Wichita Falls, TX
	 *
	  	3333 Preston Rd., Ste. 600	  	Frisco	  	TX	  		  	*	  	Old Navy	  	Dallas, TX
	 *
	  	2450 Pablo Kisel Blvd. Bldg. F	  	Brownsville	  	TX	  		  	*	  	Old Navy	  	Brownsville et al, TX
	 *
	  	6249 Slide Road	  	Lubbock	  	TX	  		  	*	  	Old Navy	  	Lubbock, TX
	 *
	  	386 East FM 1382	  	Cedar Hill	  	TX	  		  	*	  	Old Navy	  	Dallas, TX
	 *
	  	5000 Katy Mills Circle	  	Katy	  	TX	  		  	*	  	Gap Inc. Outlet	  	Houston, TX
	 *
	  	4015 1H 35 S. Suite 335	  	San Marcos	  	TX	  		  	*	  	Gap Inc. Outlet	  	#N/A
	 *
	  	820 West Stacy Road Suite 116	  	Allen	  	TX	  		  	*	  	Gap Inc. Outlet	  	Dallas, TX
	 *
	  	868 Northeast Mall Blvd., Anchor 4	  	Hurst	  	TX	  		  	*	  	Old Navy	  	Fort Worth et al, TX
	 *
	  	2232 Valley View Center	  	Dallas	  	TX	  		  	*	  	Old Navy	  	Dallas, TX
	 *
	  	7800 North Navarro Street, Space 135	  	Victoria	  	TX	  		  	*	  	Old Navy	  	Victoria, TX
	 *
	  	19075 IN-45 South	  	Shenandoah	  	TX	  		  	*	  	Old Navy	  	Houston, TX
	 *
	  	1003 West Bay Area Blvd.	  	Webster	  	TX	  		  	*	  	Old Navy	  	Houston, TX
	 *
	  	2900 East Southlake Blvd.	  	Southlake	  	TX	  		  	*	  	Old Navy	  	Fort Worth et al, TX
	 *
	  	11659 Bandera Rd.	  	San Antonio	  	TX	  		  	*	  	Old Navy	  	San Antonio, TX
	 *
	  	2310 SW Military Dr	  	San Antonio	  	TX	  		  	*	  	Old Navy	  	San Antonio, TX
	 *
	  	8328 Agora Parkway	  	Selma	  	TX	  		  	*	  	Old Navy	  	San Antonio, TX
	 *
	  	1201 Lake Woodlands Dr., Suite 1044	  	The Woodlands	  	TX	  		  	*	  	Gap	  	Houston, TX
	 *
	  	2401 S. Stemmons Freeway sp# 1298	  	Lewisville	  	TX	  		  	*	  	Gap	  	Dallas, TX
	 *
	  	8401 Gateway Blvd Space #E-3	  	El Paso	  	TX	  		  	*	  	Gap	  	El Paso, TX
	 *
	  	750 Sunland Park Dr., #E11	  	El Paso	  	TX	  		  	*	  	Gap	  	El Paso, TX
	 *
	  	10000 Research Blvd. - Sp. 105	  	Austin	  	TX	  		  	*	  	Gap	  	#N/A
	 *
	  	600 W. Sam Houston Pkwy. North Sp #610	  	Houston	  	TX	  		  	*	  	Gap	  	Houston, TX
	 *
	  	1616 South University Drive	  	Ft Worth	  	TX	  		  	*	  	Gap	  	Fort Worth et al, TX



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	56 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	2200 South 10th Street Sp. F14B	  	McAllen	  	TX	  		  	*	  	Gap	  	McAllen et al, TX
	 *
	  	2063 Town East Mall Sp #1048	  	Mesquite	  	TX	  		  	*	  	Gap	  	Dallas, TX
	 *
	  	5450 West Lovers Lane	  	Dallas	  	TX	  		  	*	  	Gap	  	Dallas, TX
	 *
	  	849 East Commerce St	  	San Antonio	  	TX	  		  	*	  	Gap	  	San Antonio, TX
	 *
	  	16535 South West Freeway	  	Sugarland	  	TX	  		  	*	  	Banana Republic	  	Houston, TX
	 *
	  	2200 S. 10th St.	  	McAllen	  	TX	  		  	*	  	Banana Republic	  	McAllen et al, TX
	 *
	  	1114 Baybrook Mall Dr	  	Friendswood	  	TX	  		  	*	  	Banana Republic	  	Galveston et al, TX
	 *
	  	3939 I.H. 35 South, #770	  	San Marcos	  	TX	  		  	*	  	Gap Inc. Outlet	  	#N/A
	 *
	  	104 Northeast I-35 #199	  	Hillsboro	  	TX	  		  	*	  	Gap Inc. Outlet	  	TX AREA NOT IN ANY MSA
	 *
	  	3000 Grapevine Mills Parkway Sp #224	  	Grapevine	  	TX	  		  	*	  	Gap Inc. Outlet	  	Fort Worth et al, TX
	 *
	  	5000 Katy Mills Circle Spt # 611	  	Katy	  	TX	  		  	*	  	Gap Inc. Outlet	  	Houston, TX
	 *
	  	301 Tanger Drive, Suite 215	  	Terrell	  	TX	  		  	*	  	Gap Inc. Outlet	  	Dallas, TX
	 *
	  	4321 Interstate 35 N. Suite 307	  	Gainesville	  	TX	  		  	*	  	Gap Inc. Outlet	  	Sherman et al, TX
	 *
	  	13350 Dallas Parkway Suite 2010	  	Dallas	  	TX	  		  	*	  	Banana Republic	  	Dallas, TX
	 *
	  	6001 Airport Blvd Suite #2242	  	Austin	  	TX	  		  	*	  	Banana Republic	  	#N/A
	 *
	  	10000 Research Blvd Suite 106	  	Austin	  	TX	  		  	*	  	Banana Republic	  	#N/A
	 *
	  	7400 San Peddro Ave. Unit 11	  	San Antonio	  	TX	  		  	*	  	Banana Republic	  	San Antonio, TX
	 *
	  	5137 West Alabama	  	Houston	  	TX	  		  	*	  	Banana Republic	  	Houston, TX
	 *
	  	1554 Willowbrook Mall	  	Houston	  	TX	  		  	*	  	Banana Republic	  	Houston, TX
	 *
	  	4800 South Hulen Street Sp#2050	  	Fort Worth	  	TX	  		  	*	  	Banana Republic	  	Fort Worth et al, TX
	 *
	  	2400 University Blvd #110	  	Houston	  	TX	  		  	*	  	Banana Republic	  	Houston, TX
	 *
	  	712 Northpark Center	  	Dallas	  	TX	  		  	*	  	Banana Republic	  	Dallas, TX
	 *
	  	30 Highland Park Village	  	Dallas	  	TX	  		  	*	  	Banana Republic	  	Dallas, TX
	 *
	  	3922 Westheimer	  	Houston	  	TX	  		  	*	  	Banana Republic	  	Houston, TX
	 *
	  	1900 Preston Rd., Ste. 185, 191	  	Plano	  	TX	  		  	*	  	Banana Republic	  	Dallas, TX
	 *
	  	600 West Sam Houston Pkwy. N, Ste. 600	  	Houston	  	TX	  		  	*	  	Banana Republic	  	Houston, TX
	 *
	  	2901 Capital of Texas Highway, B4	  	Austin	  	TX	  		  	*	  	Banana Republic	  	#N/A
	 *
	  	40 Highland Park Village	  	Dallas	  	TX	  		  	*	  	Banana Republic	  	Dallas, TX
	 *
	  	1174 5th-10 West Sp # R-4	  	San Antonio	  	TX	  		  	*	  	Banana Republic	  	San Antonio, TX
	 *
	  	1604 South University Plaza Suite #504	  	Fort Worth	  	TX	  		  	*	  	Banana Republic	  	Fort Worth et al, TX
	 *
	  	101 Grand Ave.	  	Southlake	  	TX	  		  	*	  	Banana Republic	  	Fort Worth et al, TX
	 *
	  	8201 Quaker Ave. Suite #130	  	Lubbock	  	TX	  		  	*	  	Banana Republic	  	Lubbock, TX
	 *
	  	3699 McKinney Ave	  	Dallas	  	TX	  		  	*	  	Banana Republic	  	Dallas, TX
	 *
	  	2601 Preston Road Sp. #1190	  	Frisco	  	TX	  		  	*	  	Banana Republic	  	Dallas, TX
	 *
	  	8401 GATEWAY BLVD W	  	EL PASO	  	TX	  	79925	  		  	BR	  	
	 *
	  	1101 Melbourne Road	  	Hurst	  	TX	  		  	*	  	Banana Republic	  	Fort Worth et al, TX
	 *
	  	4970	  	Houston	  	TX	  		  	*	  	Banana Republic	  	Houston, TX
	 *
	  	3811 South Cooper Street, #1054	  	Arlington	  	TX	  		  	*	  	Banana Republic	  	Fort Worth et al, TX
	 *
	  	7322 Jones-Malts Berger Rd.	  	San Antonio	  	TX	  		  	*	  	Banana Republic	  	San Antonio, TX
	 *
	  	13250 Dallas Parkway	  	Dallas	  	TX	  	75240	  		  	BABY	  	
	 *
	  	2901 Capital of Texas Highway, Sp. J-5	  	Austin	  	TX	  	78746	  		  	BABY	  	
	 *
	  	2512 University Blvd.	  	Houston	  	TX	  		  	*	  	Gap	  	Houston, TX
	 *
	  	1900 Preston Rd.	  	Plano	  	TX	  	75075	  		  	BABY	  	
	 *
	  	2200 South 10th Street	  	McAllen	  	TX	  		  	*	  	Gap	  	McAllen et al, TX
	 *
	  	7400 San Peddro Ave. #148	  	San Antonio	  	TX	  		  	*	  	Gap	  	San Antonio, TX



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	57 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	 	 Street Address
	 	 City
	 	 State
	 	 Zip
	 	 NPA-NXX
	 	 Division
	 	 Metropolitan Area

	 *
	 	849 East Commerce Street	 	San Antonio	 	TX	 		 	*	 	Gap	 	San Antonio, TX
	 *
	 	6301 Northwest Loop 410 #h-7 & h8	 	San Antonio	 	TX	 		 	*	 	Gap	 	San Antonio, TX
	 *
	 	11745 Interstate 10 West, Sp. 501 & 50	 	San Antonio	 	TX	 		 	*	 	Gap	 	San Antonio, TX
	 *
	 	6909 North Loop 1604 East, Sp. C10A	 	San Antonio	 	TX	 		 	*	 	Gap	 	San Antonio, TX
	 *
	 	7800 N. Navarro	 	Victoria	 	TX	 		 	*	 	Gap	 	Victoria, TX
	 *
	 	7322 Jones-Maltsberger Rd.	 	San Antonio	 	TX	 		 	*	 	Gap	 	San Antonio, TX
	 *
	 	6002 Slide Road	 	Lubbock	 	TX	 		 	*	 	Gap	 	Lubbock, TX
	 *
	 	10720 Preston Road, Ste 1200	 	Dallas	 	TX	 		 	*	 	Gap	 	Dallas, TX
	 *
	 	1230 Highland Mall #306	 	Austin	 	TX	 		 	*	 	Gap	 	#N/A
	 *
	 	2901 Capital of Texas Hwy,	 	Austin	 	TX	 		 	*	 	Gap	 	#N/A
	 *
	 	10000 Research Blvd. Sp # 6-8	 	Austin	 	TX	 		 	*	 	Gap	 	#N/A
	 *
	 	11200 Lake Stop Blvd, Sp F7	 	Austin	 	TX	 		 	*	 	Gap	 	#N/A
	 *
	 	4001 N. Lamar Blvd.,Ste.250	 	Austin	 	TX	 		 	*	 	Gap	 	#N/A
	 *
	 	2100 S. West Young Dr. Sp. #1090	 	Killeen	 	TX	 		 	*	 	Gap	 	Killeen et al, TX
	 *
	 	5488 Padre Staple Mall #1534 & 1538	 	Corpus Christi	 	TX	 		 	*	 	Gap	 	Corpus Christi, TX
	 *
	 	5300 San Dario Space #314	 	Laredo	 	TX	 		 	*	 	Gap	 	Laredo, TX
	 *
	 	8401 Gateway Blvd West #A1 & A2	 	El Paso	 	TX	 		 	*	 	Gap	 	El Paso, TX
	 *
	 	4511 North Midkiff Dr., Sp E1-E3	 	Midland	 	TX	 		 	*	 	Gap	 	Odessa et al, TX
	 *
	 	4601 S. Broadway, Sp. F18A	 	Tyler	 	TX	 		 	*	 	Gap	 	Tyler, TX
	 *
	 	1114 Baybrook Mall	 	Friendswood	 	TX	 	77546	 		 	KIDS/BABY	 	
	 *
	 	1000 West Oaks Mall, Sp. #117	 	Houston	 	TX	 		 	*	 	Gap	 	Houston, TX
	 *
	 	2400 South Stemmons Freeway Space 2632	 	Lewisville	 	TX	 		 	*	 	Gap	 	Dallas, TX
	 *
	 	13250 Dallas Parkway	 	Dallas	 	TX	 	75240	 		 	KIDS	 	
	 *
	 	428 Northpark Center	 	Dallas	 	TX	 	75225	 		 	KIDS/BABY	 	
	 *
	 	6699 Northlandmark Dr.SP#M-120	 	Park City	 	UT	 		 	*	 	Gap Inc. Outlet	 	Salt Lake City et al, UT
	 *
	 	15 South Rio Grande St.	 	Salt Lake City	 	UT	 		 	*	 	Banana Republic	 	Salt Lake City et al, UT
	 *
	 		 	Ogden	 	UT	 	84405	 		 	WHS	 	
	 *
	 	6800 West State Street	 	American Fork	 	UT	 	84083	 		 	ON	 	
	 *
	 	1168 East 2100 South	 	Salt Lake City	 	UT	 		 	*	 	Old Navy	 	Salt Lake City et al, UT
	 *
	 	245 N. Red Cliff Drive, Suite 3	 	St. George	 	UT	 		 	*	 	Old Navy	 	UT AREA NOT IN ANY MSA
	 *
	 	7123 South 1300 East Street	 	Midvale	 	UT	 		 	*	 	Old Navy	 	Salt Lake City et al, UT
	 *
	 	246 West 1300 South	 	Orem	 	UT	 		 	*	 	Old Navy	 	Provo et al, UT
	 *
	 	634 East 400 South	 	Salt Lake City	 	UT	 		 	*	 	Old Navy	 	Salt Lake City et al, UT
	 *
	 	10210 South State St. #C	 	Sandy	 	UT	 		 	*	 	Old Navy	 	Salt Lake City et al, UT
	 *
	 	1782 N. Woodland Park Drive	 	Layton	 	UT	 		 	*	 	Old Navy	 	Salt Lake City et al, UT
	 *
	 	7127 South Plaza Center Drive	 	West Jordan	 	UT	 		 	*	 	Old Navy	 	Salt Lake City et al, UT
	 *
	 	6699 North Landmark Dr.	 	PARK CITY	 	UT	 		 	*	 	Gap Inc. Outlet	 	Salt Lake City et al, UT
	 *
	 	1050 N Main St	 	Logan	 	UT	 		 	*	 	Old Navy	 	UT AREA NOT IN ANY MSA
	 *
	 	6699 N. Landmark Dr.	 	Park City	 	UT	 		 	*	 	Gap Inc. Outlet	 	Salt Lake City et al, UT
	 *
	 	389 Trolley Square	 	Salt Lake City	 	UT	 		 	*	 	Banana Republic	 	Salt Lake City et al, UT
	 *
	 	6191 South State 221	 	Murray	 	UT	 		 	*	 	Banana Republic	 	Salt Lake City et al, UT
	 *
	 	1200 North Field Road #1058	 	Layton	 	UT	 		 	*	 	Gap	 	Salt Lake City et al, UT
	 *
	 	6191 South State Street	 	Murray	 	UT	 		 	*	 	Gap	 	Salt Lake City et al, UT
	 *
	 	1300 South State Street	 	Orem	 	UT	 		 	*	 	Gap	 	Provo et al, UT
	 *
	 	Suite 211	 	Salt Lake City	 	UT	 		 	*	 	Gap	 	Salt Lake City et al, UT



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	58 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	 	 Street Address
	 	 City
	 	 State
	 	 Zip
	 	 NPA-NXX
	 	 Division
	 	 Metropolitan Area

	 *
	 	10450 South State #1018	 	Sandy	 	UT	 		 	*	 	Gap	 	Salt Lake City et al, UT
	 *
	 	1094 Newgate, Sp. 1094 & 1096	 	Ogden	 	UT	 		 	*	 	Gap	 	Salt Lake City et al, UT
	 *
	 	1200 Towne Centre Blvd. Sp. 1046	 	Provo	 	UT	 		 	*	 	Gap	 	Provo et al, UT
	 *
	 	110 South Rio Grande St	 	Salt Lake City	 	UT	 		 	*	 	Gap	 	Salt Lake City et al, UT
	 *
	 	1300 South State Street, Sp #N242	 	Orem	 	UT	 		 	*	 	Banana Republic	 	Provo et al, UT
	 *
	 	South 6th & East 7th, Sp. d-109	 	Salt Lake City	 	UT	 		 	*	 	Gap	 	Salt Lake City et al, UT
	 *
	 	4835 Highland Drive	 	Salt Lake City	 	UT	 		 	*	 	Gap	 	Salt Lake City et al, UT
	 *
	 	7906 Tysons Corner Center	 	McLean	 	VA	 		 	*	 	Gap	 	Washington, DC-MD-VA-WV
	 *
	 	6702 Springfield Mall #E10	 	Springfield	 	VA	 		 	*	 	Gap	 	Washington, DC-MD-VA-WV
	 *
	 	1600 East Rio Road	 	Charlottesville	 	VA	 		 	*	 	Gap	 	Charlottesville, VA
	 *
	 	1124-L Fair Oaks Shopping Center	 	Fairfax	 	VA	 	22033	 		 	GAP	 	
	 *
	 	622 King Street	 	Alexandria	 	VA	 		 	*	 	Gap Inc. Outlet	 	Washington, DC-MD-VA-WV
	 *
	 	11924 Market Street	 	Reston	 	VA	 		 	*	 	Gap	 	Washington, DC-MD-VA-WV
	 *
	 	1100 South Hayes Street #D-5 ground le	 	Arlington	 	VA	 		 	*	 	Gap	 	Washington, DC-MD-VA-WV
	 *
	 	3405 Candlers Mountain Rd. Sp B65	 	Lynchburg	 	VA	 		 	*	 	Gap	 	Lynchburg, VA
	 *
	 	21100 Dulles Town Circle	 	Sterling	 	VA	 		 	*	 	Gap	 	Washington, DC-MD-VA-WV
	 *
	 	1925 E. Market St. Suite #440	 	Harrisonburg	 	VA	 		 	*	 	Gap	 	VA AREA NOT IN ANY MSA
	 *
	 	11500 Midlothian Turnpike Space #328	 	Richmond	 	VA	 		 	*	 	Gap	 	Richmond et al, VA
	 *
	 	10101 Brook Road	 	Glen Allen	 	VA	 		 	*	 	Gap	 	Richmond et al, VA
	 *
	 	4802 Valley View Blvd.NW, Sp #LB75, LB8	 	Roanoke	 	VA	 		 	*	 	Gap	 	Roanoke, VA
	 *
	 	5715 Richmond Road	 	Williamsburg	 	VA	 	23188	 		 	OUT	 	
	 *
	 	241 Fort Evans Rd. sp1403	 	Leesburg	 	VA	 		 	*	 	Gap Inc. Outlet	 	Washington, DC-MD-VA-WV
	 *
	 	2700 Potomic Mills S/C Sp 311	 	Woodbridge	 	VA	 		 	*	 	Gap Inc. Outlet	 	Washington, DC-MD-VA-WV
	 *
	 	9200 STONY POINT PKWY	 	Stony Point	 	VA	 		 	*	 	Banana Republic	 	Richmond et al, VA
	 *
	 		 	COLONIAL HEIGHTS	 	VA	 	23834	 		 	ON	 	
	 *
	 	4848 Commonwealth Center	 	Midlothian	 	VA	 		 	*	 	Old Navy	 	Richmond et al, VA
	 *
	 	235 Commonwealth	 	Wytheville	 	VA	 		 	*	 	Old Navy	 	VA AREA NOT IN ANY MSA
	 *
	 	11500 MIDLOTHIAN TPKE	 	RICHMOND	 	VA	 	23235-4799	 		 	OLD NAVY	 	
	 *
	 	12300 Jefferson Ave.	 	Newports News	 	VA	 		 	*	 	Old Navy	 	Norfolk et al, VA-NC
	 *
	 	4802 Valley View Blvd N.W.	 	Roanoke	 	VA	 		 	*	 	Old Navy	 	Roanoke, VA
	 *
	 	21100 Dulles Town Circle, Ste. 203	 	Dulles	 	VA	 		 	*	 	Old Navy	 	Washington, DC-MD-VA-WV
	 *
	 	5900 E. Virginia Beach Blvd. #50	 	Norfolk	 	VA	 		 	*	 	Old Navy	 	Norfolk et al, VA-NC
	 *
	 	12209 Fair Lakes Promenade Dr.	 	Fairfax	 	VA	 		 	*	 	Old Navy	 	Washington, DC-MD-VA-WV
	 *
	 	1322 Greenbrier Parkway	 	Chesapeake	 	VA	 		 	*	 	Old Navy	 	Norfolk et al, VA-NC
	 *
	 	3621 Jefferson Davis Hwy #5	 	Alexandria	 	VA	 		 	*	 	Old Navy	 	Washington, DC-MD-VA-WV
	 *
	 	701 Lynnhaven Parkway	 	Virginia Beach	 	VA	 		 	*	 	Gap	 	Norfolk et al, VA-NC
	 *
	 	12300 Jefferson Ave.	 	Newport News	 	VA	 		 	*	 	Gap	 	Norfolk et al, VA-NC
	 *
	 	4200 Portsmouth Blvd. Sp 444A	 	Chesapeake	 	VA	 		 	*	 	Gap	 	Norfolk et al, VA-NC
	 *
	 	6711 Frontier Drive	 	Springfield	 	VA	 		 	*	 	Old Navy	 	Washington, DC-MD-VA-WV
	 *
	 	1260 Carl D. Silver Parkway	 	Fredericksberg	 	VA	 		 	*	 	Old Navy	 	Washington, DC-MD-VA-WV
	 *
	 	11096 Bulloch Drive	 	Manassas	 	VA	 		 	*	 	Old Navy	 	Washington, DC-MD-VA-WV
	 *
	 	10101 Brook Road, Suite 680	 	Glen Allen	 	VA	 		 	*	 	Old Navy	 	Richmond et al, VA
	 *
	 	701 Lynnhaven Parkway, Ste. 1068	 	Virginia Beach	 	VA	 		 	*	 	Old Navy	 	Norfolk et al, VA-NC
	 *
	 	1601 Willow Lawn Dr.	 	Richmond	 	VA	 		 	*	 	Old Navy	 	Richmond et al, VA
	 *
	 	1117 EMMET ST N	 	Charlottesville	 	VA	 		 	*	 	Old Navy	 	Charlottesville, VA



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	59 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	 	 Street Address
	 	 City
	 	 State
	 	 Zip
	 	 NPA-NXX
	 	 Division
	 	 Metropolitan Area

	 *
	 	5800 Crossroads Center Way	 	Falls Church	 	VA	 		 	*	 	Old Navy	 	Washington, DC-MD-VA-WV
	 *
	 	241 Fort Evans Rd. NE Suite #441	 	Leesburg	 	VA	 		 	*	 	Gap Inc. Outlet	 	Washington, DC-MD-VA-WV
	 *
	 	2700 Potomac Mills St. Sp #961	 	Woodbridge	 	VA	 		 	*	 	Gap Inc. Outlet	 	Washington, DC-MD-VA-WV
	 *
	 	9200 STONY POINT PKWY	 	Richmond	 	VA	 		 	*	 	Gap	 	Richmond et al, VA
	 *
	 	9200 STONY POINT PKWY	 	Richmond	 	VA	 		 	*	 	Gap	 	Richmond et al, VA
	 *
	 	4802 Valley View Blvd NE - LE-185	 	Roanoke	 	VA	 		 	*	 	Gap	 	Roanoke, VA
	 *
	 	241 Fort Evans Road NE, Suite 601	 	Leesburg	 	VA	 		 	*	 	Gap Inc. Outlet	 	Washington, DC-MD-VA-WV
	 *
	 	2700 Potomac Mills Circle, Sp. 319	 	Woodbridge	 	VA	 		 	*	 	Gap Inc. Outlet	 	Washington, DC-MD-VA-WV
	 *
	 	7937 Tysons Corner Center	 	McLean	 	VA	 		 	*	 	Banana Republic	 	Washington, DC-MD-VA-WV
	 *
	 	628 King Street Old Towne	 	Alexandria	 	VA	 		 	*	 	Banana Republic	 	Washington, DC-MD-VA-WV
	 *
	 	1100 South Hayes Street #F-9A	 	Arlington	 	VA	 		 	*	 	Banana Republic	 	Washington, DC-MD-VA-WV
	 *
	 	11901 Democracy Drive	 	Reston	 	VA	 		 	*	 	Banana Republic	 	Washington, DC-MD-VA-WV
	 *
	 	11922 U Fair Oaks	 	Fairfax	 	VA	 		 	*	 	Banana Republic	 	Washington, DC-MD-VA-WV
	 *
	 	701 Lynnhaven Parkway, Ste 1068	 	Virginia Beach,	 	VA	 		 	*	 	Banana Republic	 	Norfolk et al, VA-NC
	 *
	 	1047 Emmet Street, Unit A	 	Charlottesville	 	VA	 		 	*	 	Banana Republic	 	Charlottesville, VA
	 *
	 	21100 Dulles Town Center Sp. 167	 	Dulles	 	VA	 		 	*	 	Banana Republic	 	Washington, DC-MD-VA-WV
	 *
	 	1100 S. Hayes St., Box M-100, Sp.J94	 	Arlington	 	VA	 		 	*	 	Gap	 	Washington, DC-MD-VA-WV
	 *
	 	1961 Chain Bridge Road Space #E9U	 	McLean	 	VA	 		 	*	 	Gap	 	Washington, DC-MD-VA-WV
	 *
	 	11826U Lee Jackson Highway	 	Fairfax	 	VA	 	22033	 		 	KIDS	 	
	 *
	 	1596 Rio Road Space #E22	 	Charlottesville	 	VA	 	22901	 		 	KIDS/BABY	 	
	 *
	 	11500 Midlothian Turnpike	 	Richmond	 	VA	 		 	*	 	Gap	 	Richmond et al, VA
	 *
	 	#5 Burlington Square - 2016	 	Burlington	 	VT	 		 	*	 	Gap	 	Burlington, VT
	 *
	 	155 Dorset Street #G1	 	South Burlington	 	VT	 		 	*	 	Gap	 	Burlington, VT
	 *
	 	Route 7 46 Diamond Run Place space 610	 	Rutland	 	VT	 		 	*	 	Gap	 	VT AREA NOT IN ANY MSA
	 *
	 	41 Church Street	 	Burlington	 	VT	 		 	*	 	Old Navy	 	Burlington, VT
	 *
	 	56 Church Street	 	Burlington	 	VT	 		 	*	 	Banana Republic	 	Burlington, VT
	 *
	 	5 BURLINGTON SQUARE MALL	 	Burlington	 	VT	 		 	*	 	Gap	 	Burlington, VT
	 *
	 	4502 S. Steele Ste. 909&415	 	Tacoma	 	WA	 		 	*	 	Gap	 	Tacoma, WA
	 *
	 	546 Northgate Mall	 	Seattle	 	WA	 		 	*	 	Gap	 	Seattle et al, WA
	 *
	 	1048 Southcenter Mall	 	Tukwila	 	WA	 		 	*	 	Gap	 	Seattle et al, WA
	 *
	 	242 Black Lake Blvd	 	Olympia	 	WA	 		 	*	 	Gap	 	Olympia, WA
	 *
	 	1530 Fifth Ave.	 	Seattle	 	WA	 		 	*	 	Gap	 	Seattle et al, WA
	 *
	 	3000 184th Street Southwest Room 546	 	Lynnwood	 	WA	 		 	*	 	Gap	 	Seattle et al, WA
	 *
	 	183 Bellevue Square	 	Bellevue	 	WA	 		 	*	 	Gap	 	Seattle et al, WA
	 *
	 	10315 S.Silverdale NW Sp.E-8	 	Silverdale	 	WA	 		 	*	 	Gap	 	Bremerton, WA
	 *
	 	One Bellis Fair Parkway #354	 	Bellingham	 	WA	 		 	*	 	Gap	 	#N/A
	 *
	 	3500 South Meridian #300	 	Puyallup	 	WA	 		 	*	 	Gap	 	Tacoma, WA
	 *
	 	2730 NE University Village #D	 	Seattle	 	WA	 		 	*	 	Gap	 	Seattle et al, WA
	 *
	 	16428 North East 74th Street	 	Redmond	 	WA	 		 	*	 	Gap	 	Seattle et al, WA
	 *
	 		 	MARYSVILLE	 	WA	 	98270	 		 	BRF	 	
	 *
	 		 	MARYSVILLE	 	WA	 	98270	 		 	OUT	 	
	 *
	 	1101 Supermall Way	 	AUBURN	 	WA	 		 	*	 	Gap Inc. Outlet	 	Seattle et al, WA
	 *
	 	5810 Lakewood Town Center	 	Lakewood	 	WA	 		 	*	 	Old Navy	 	Tacoma, WA
	 *
	 	1300 North Miller	 	Wenatchee	 	WA	 		 	*	 	Old Navy	 	WA AREA NOT IN ANY MSA
	 *
	 	1800 S. Burlington Ave.	 	Burlington	 	WA	 	98233	 		 	ON	 	



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	60 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	559 Columbia Center	  	Kennewick	  	WA	  		  	*	  	Old Navy	  	Richland et al, WA
	 *
	  	4502 South Steele Street, Suite 415	  	Tacoma	  	WA	  		  	*	  	Old Navy	  	Tacoma, WA
	 *
	  	1718 South 320th Street, Space A2	  	Federal Way	  	WA	  		  	*	  	Old Navy	  	Seattle et al, WA
	 *
	  	17470 South Center Parkway	  	Tukwila	  	WA	  		  	*	  	Old Navy	  	Seattle et al, WA
	 *
	  	8700 NE Vancouver Mall Dr.	  	Vancouver	  	WA	  		  	*	  	Old Navy	  	Portland et al, OR-WA
	 *
	  	1 Bellis Fair Parkway #302	  	Bellingham	  	WA	  		  	*	  	Old Navy	  	#N/A
	 *
	  	14022 E. Indiana Ave	  	Spokane	  	WA	  		  	*	  	Old Navy	  	Spokane, WA
	 *
	  	3500 S. Meridian	  	Puyallup	  	WA	  		  	*	  	Old Navy	  	Tacoma, WA
	 *
	  	1101 SuperMall Way #1070	  	Auburn	  	WA	  		  	*	  	Old Navy	  	Seattle et al, WA
	 *
	  	15600 Northeast 8th Street #E2	  	Bellevue	  	WA	  		  	*	  	Old Navy	  	Seattle et al, WA
	 *
	  	19401 Alderwood Mall Parkway #120	  	Lynnwood	  	WA	  		  	*	  	Old Navy	  	Seattle et al, WA
	 *
	  	601 Pine St	  	Seattle	  	WA	  		  	*	  	Old Navy	  	Seattle et al, WA
	 *
	  	1200 Cooper Point Road, SW	  	Olympia	  	WA	  		  	*	  	Old Navy	  	Olympia, WA
	 *
	  	4037 128th Avenue SE	  	Bellevue	  	WA	  		  	*	  	Old Navy	  	Seattle et al, WA
	 *
	  	1716 East Washington	  	Union Gap	  	WA	  		  	*	  	Old Navy	  	Yakima, WA
	 *
	  	808 West Main	  	Spokane	  	WA	  	99201	  		  	KIDS/BABY	  	
	 *
	  	808 West Main	  	Spokane	  	WA	  		  	*	  	Gap	  	Spokane, WA
	 *
	  	4750 North Devison #249	  	Spokane	  	WA	  		  	*	  	Gap	  	Spokane, WA
	 *
	  	556 Columbia Center #537	  	Kennewick	  	WA	  		  	*	  	Gap	  	Richland et al, WA
	 *
	  	14700 East Indiana	  	Spokane	  	WA	  		  	*	  	Gap	  	Spokane, WA
	 *
	  	1512 5th Avenue	  	Seattle	  	WA	  		  	*	  	Banana Republic	  	Seattle et al, WA
	 *
	  	1101 Supermall Way, Ste. 1373	  	Auburn	  	WA	  		  	*	  	Gap Inc. Outlet	  	Seattle et al, WA
	 *
	  	416 Fashion Way	  	Burlington	  	WA	  		  	*	  	Gap Inc. Outlet	  	WA AREA NOT IN ANY MSA
	 *
	  	521 South Fork Avenue, Suite L	  	North Bend	  	WA	  		  	*	  	Gap Inc. Outlet	  	Seattle et al, WA
	 *
	  	208 Bellevue Square	  	Bellevue	  	WA	  		  	*	  	Banana Republic	  	Seattle et al, WA
	 *
	  	500 Pike Street	  	Seattle	  	WA	  		  	*	  	Banana Republic	  	Seattle et al, WA
	 *
	  	3000 184 St. Southwest #262	  	Lynnwood	  	WA	  		  	*	  	Banana Republic	  	Seattle et al, WA
	 *
	  	4625 University Village Plaza N.E.	  	Seattle	  	WA	  		  	*	  	Banana Republic	  	Seattle et al, WA
	 *
	  	722 West Main	  	Spokane	  	WA	  		  	*	  	Banana Republic	  	Spokane, WA
	 *
	  	2048 Bellevue Square	  	Bellevue	  	WA	  		  	*	  	Banana Republic	  	Seattle et al, WA
	 *
	  	108 Bellevue Square	  	Bellevue	  	WA	  		  	*	  	Gap	  	Seattle et al, WA
	 *
	  	3000 184th St. S.W., Sp. 256	  	Lynnwood	  	WA	  		  	*	  	Gap	  	Seattle et al, WA
	 *
	  	112 West Linmar Ln.	  	Johnsen Creek	  	WI	  		  	*	  	Gap Inc. Outlet	  	WI AREA NOT IN ANY MSA
	 *
	  	95 North Mooreland Road #B-4	  	Brookfield	  	WI	  		  	*	  	Gap	  	Milwaukee et al, WI
	 *
	  	5300 South 76th Street #D-211	  	Greendale	  	WI	  		  	*	  	Gap	  	Milwaukee et al, WI
	 *
	  	5732 Durand Avenue Space #0436	  	Racine	  	WI	  		  	*	  	Gap	  	Racine, WI
	 *
	  	275 West Wisconsin Avenue Space 1035	  	Milwaukee	  	WI	  		  	*	  	Gap	  	Milwaukee et al, WI
	 *
	  	66 West Town Mall	  	Madison	  	WI	  		  	*	  	Gap	  	Madison, WI
	 *
	  	5900 North Port Washington Road	  	Glendale	  	WI	  		  	*	  	Gap	  	Milwaukee et al, WI
	 *
	  	4800 Golf Road #312	  	Eau Claire	  	WI	  		  	*	  	Gap	  	Eau Claire, WI
	 *
	  	3800 U.S. Hwy 16, #157	  	Lacrosse	  	WI	  		  	*	  	Gap	  	La Crosse, WI-MN
	 *
	  	111 East Towne Mall	  	Madison	  	WI	  		  	*	  	Gap	  	Madison, WI
	 *
	  	2500 N. Mayfair Mall Suite	  	Wauwatosa	  	WI	  		  	*	  	Gap	  	Milwaukee et al, WI
	 *
	  	Wausau Center Sp B-236	  	Wausau	  	WI	  		  	*	  	Gap	  	Wausau, WI
	 *
	  	521 Bay Park Square, Sp. 431A	  	Green Bay	  	WI	  		  	*	  	Gap	  	Green Bay, WI



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	61 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	341 State Street	  	Madison	  	WI	  		  	*	  	Gap	  	Madison, WI
	 *
	  	2500 Milton Ave. Sp. #103,140,105A	  	Janesville	  	WI	  		  	*	  	Gap	  	Janesville et al, WI
	 *
	  	4733 W. Grand Market Dr.	  	Appleton	  	WI	  		  	*	  	Old Navy	  	#N/A
	 *
	  	3651 Rib Mountain Drive	  	Wausau	  	WI	  	54401	  		  	ON	  	
	 *
	  	2308-2406 S. Green Bay Road	  	Racine	  	WI	  	53406	  		  	ON	  	
	 *
	  	2900 Deerfield Drive, Space 3	  	Janesville	  	WI	  		  	*	  	Old Navy	  	Janesville et al, WI
	 *
	  	303 Bay Park SQ. Sp 110	  	Green Bay	  	WI	  		  	*	  	Old Navy	  	Green Bay, WI
	 *
	  	9094 N.Green Bay Rd.	  	Milwaukee	  	WI	  		  	*	  	Old Navy	  	Milwaukee et al, WI
	 *
	  	5300 South 76th Street	  	Greendale	  	WI	  		  	*	  	Old Navy	  	Milwaukee et al, WI
	 *
	  	4301 West Wisconsin Avenue Space #518	  	Appleton	  	WI	  		  	*	  	Gap	  	#N/A
	 *
	  	239 Junction Rd. #D	  	Madison	  	WI	  		  	*	  	Old Navy	  	Madison, WI
	 *
	  	95 North Moorland #C24	  	Brookfield	  	WI	  		  	*	  	Old Navy	  	Milwaukee et al, WI
	 *
	  	2348 E. Springs Drive	  	Madison	  	WI	  		  	*	  	Old Navy	  	Madison, WI
	 *
	  	11211 120th Ave	  	Pleasant Prairie	  	WI	  		  	*	  	Gap Inc. Outlet	  	Kenosha, WI
	 *
	  	275 W. Wisconsin Ave	  	Milwaukee	  	WI	  	53203	  		  	ON	  	
	 *
	  	4800 Golf Road	  	Eau Claire	  	WI	  		  	*	  	Old Navy	  	Eau Claire, WI
	 *
	  	2500 N. Mayfair Road	  	Wauwatosa	  	WI	  		  	*	  	Gap	  	Milwaukee et al, WI
	 *
	  	5900 N. Port Washington Rd.- Sp. B9	  	Milwaukee	  	WI	  		  	*	  	Gap	  	Milwaukee et al, WI
	 *
	  	5300 South 76th st. sp# 1210	  	Greendale	  	WI	  		  	*	  	Gap	  	Milwaukee et al, WI
	 *
	  	521-A Bay Park Square	  	Green Bay	  	WI	  		  	*	  	Gap	  	Green Bay, WI
	 *
	  	4301 West Wisconsin Ave.	  	Appleton	  	WI	  		  	*	  	Banana Republic	  	#N/A
	 *
	  	171 West Limmar Lane -  Suite A107	  	Johnson Creek	  	WI	  		  	*	  	Gap Inc. Outlet	  	WI AREA NOT IN ANY MSA
	 *
	  	11211- 120th Avenue #66	  	Kenosha	  	WI	  		  	*	  	Gap Inc. Outlet	  	Kenosha, WI
	 *
	  	2500 North Mayfair Rd. Sp. #20	  	Wawautosa	  	WI	  		  	*	  	Banana Republic	  	Milwaukee et al, WI
	 *
	  	5900 North Port Washington, Sp. E005	  	Glendale	  	WI	  		  	*	  	Banana Republic	  	Milwaukee et al, WI
	 *
	  	32 West Town Mall	  	Madison	  	WI	  		  	*	  	Banana Republic	  	Madison, WI
	 *
	  	4301 West Wisconsin Avenue	  	Appleton	  	WI	  		  	*	  	Gap	  	#N/A
	 *
	  	66 West Towne Mall Suite D3	  	Madison	  	WI	  		  	*	  	Gap	  	Madison, WI
	 *
	  	Mall Rd.	  	Barboursville	  	WV	  		  	*	  	Old Navy	  	Huntngtn et al, WV-KY-OH
	 *
	  	2740 Meadowbrook Road	  	Bridgeport	  	WV	  		  	*	  	Old Navy	  	WV AREA NOT IN ANY MSA
	 *
	  	2345 Meadowbrook Road Unit 345	  	Bridgeport	  	WV	  		  	*	  	Gap	  	WV AREA NOT IN ANY MSA
	 *
	  	100 Grand Central Ave Sp # 380	  	Vienna	  	WV	  		  	*	  	Gap	  	Parkersburg et al, WV-OH
	 *
	  	Mall Rd.	  	Barboursville	  	WV	  		  	*	  	Gap	  	Huntngtn et al, WV-KY-OH
	 *
	  	2033 Charleston Town Center	  	Charleston	  	WV	  		  	*	  	Gap	  	Charleston, WV
	 *
	  	9907 Mall Rd	  	Morgantown	  	WV	  		  	*	  	Gap	  	WV AREA NOT IN ANY MSA
	 *
	  	601 South East Wyoming Blvd., Space 13	  	Casper	  	WY	  		  	*	  	Gap Inc. Outlet	  	Casper, WY
	 *
	  	12 Center Street	  	Jackson	  	WY	  		  	*	  	Gap	  	WY AREA NOT IN ANY MSA
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	San Francisco, CA
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	San Francisco, CA
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Oakland, CA
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Brazoria, TX
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	#N/A
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Chicago, IL



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	62 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Decatur, IL
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	#N/A
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	New York, NY
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	AZ AREA NOT IN ANY MSA
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	MO AREA NOT IN ANY MSA
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	St. Louis, MO-IL
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Washington, DC-MD-VA-WV
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Washington, DC-MD-VA-WV
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Washington, DC-MD-VA-WV
	 *
	  	100 New River Rd sp #766	  	#N/A	  	#N/A	  		  	*	  	Gap	  	VA AREA NOT IN ANY MSA
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Oklahoma City, OK
	 *
	  	2350 SE Washington Blvd. Sp. 212&214	  	#N/A	  	#N/A	  		  	*	  	Gap	  	OK AREA NOT IN ANY MSA
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	#N/A
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	#N/A
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	#N/A
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	#N/A
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Seattle et al, WA
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Detroit, MI
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Toledo, OH
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Pittsburgh, PA
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Pittsburgh, PA
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Boston et al, MA-NH
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Providence et al, RI
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Jamestown, NY
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Denver, CO
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Boise City, ID
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Boulder et al, CO
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Greeley, CO
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Grand Junction, CO
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Cleveland et al, OH
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Cleveland et al, OH
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Portland et al, OR-WA
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Portland et al, OR-WA
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap Inc. Outlet	  	Reading, PA
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap Inc. Outlet	  	KS AREA NOT IN ANY MSA
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Santa Fe, NM
	 *
	  	5900 North Meadows Drive	  	#N/A	  	#N/A	  		  	*	  	OCC Lab	  	#N/A
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Cincinnati, OH-KY-IN
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Dayton et al, OH
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	OH AREA NOT IN ANY MSA
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Sarasota et al, FL
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Punta Gorda, FL
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Orlando, FL
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Orlando, FL
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	#N/A



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	63 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	#N/A
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Old Navy	  	Dallas, TX
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Old Navy	  	Sherman et al, TX
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Omaha, NE-IA
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	OCC Lab	  	#N/A
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Old Navy	  	Oakland, CA
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Old Navy	  	Dallas, TX
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Old Navy	  	Chicago, IL
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Old Navy	  	Philadelphia, PA-NJ
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Old Navy	  	Orlando, FL
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Norfolk et al, VA-NC
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Richmond et al, VA
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Old Navy	  	Houston, TX
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Old Navy	  	Mansfield, OH
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Old Navy	  	Oakland, CA
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Old Navy	  	Springfield, MA
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Old Navy	  	#N/A
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Wheeling, WV-OH
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Old Navy	  	Minneapolis et al, MN-WI
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	York, PA
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	New York, NY
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	New Haven et al, CT
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Wichita, KS
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Colorado Springs, CO
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Lansing et al, MI
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Lansing et al, MI
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Salem, OR
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Lansing et al, MI
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Banana Republic	  	Miami, FL
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Banana Republic	  	#N/A
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Banana Republic	  	Portland et al, OR-WA
	 *
	  	2800 W. Big Beaver Rd., Sp R250	  	#N/A	  	#N/A	  		  	*	  	Banana Republic	  	Detroit, MI
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Banana Republic	  	Columbus, OH
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	WV AREA NOT IN ANY MSA
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Banana Republic	  	Orange County, CA
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Cleveland et al, OH
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	New York, NY
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Middlesex et al, NJ
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Chicago, IL
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Los Angeles et al, CA
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Vallejo et al, CA
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Sacramento, CA
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Honolulu, HI
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Boise City, ID
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Spokane, WA



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	64 of 77









 Exhibit D-17 - Stores Network & POS 
  

															
	 Store #
	  	 Street Address
	  	 City
	  	 State
	  	 Zip
	  	 NPA-NXX
	  	 Division
	  	 Metropolitan Area

	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	#N/A
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	IA AREA NOT IN ANY MSA
	 *
	  	30 Mall Drive West	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Jersey City, NJ
	 *
	  	2901 Pines Mall Drive Sp #210/212/214	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Pine Bluff, AR
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	New York, NY
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	San Diego, CA
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	#N/A
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Cleveland et al, OH
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Fort Lauderdale, FL
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Cleveland et al, OH
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	Philadelphia, PA-NJ
	 *
	  	#N/A	  	#N/A	  	#N/A	  		  	*	  	Gap	  	#N/A

 Note: Duplicate addresses may appear above in this Exhibit, but for purposes of baseline counts they constitute a
single Store location. 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	65 of 77









 Exhibit D-17 - Stores Network & POS 
 Field Offices - Network & EUS Remote / Dispatch Support to Gap Locations 
  

			
	 City
	  	State
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
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	  	*
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	  	*
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	  	*
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	  	*
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	  	*
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	  	*
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	  	*
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	  	*
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	  	*
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	  	*
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	  	*
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	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	66 of 77









 Exhibit D-17 - Field Offices EUS Remote Spt 
  

															
	 City
	  	State	  	 City
	  	State	  	 City
	  	State	  	 City
	  	State
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*
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	  	*	  	*	  	*	  	*	  	*	  	*	  	*
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	  	*	  	*	  	*	  	*	  	*	  	*	  	*
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	  	*	  	*	  	*	  	*	  	*	  	*	  	*
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	  	*	  	*	  	*	  	*	  	*	  	*	  	*
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	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*	  	*	  	*	  	*
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	  	*	  	*	  	*	  	*	  	*	  	*	  	*
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	  	*	  	*	  	*	  	*	  	*	  	*	  	*
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	  	*	  	*	  	*	  	*	  	*	  	*	  	*
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	  	*	  	*	  	*	  	*	  	*	  	*	  	*
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	  	*	  	*	  	*	  	*	  	*	  	*	  	*
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	  	*	  	*	  	*	  	*	  	*	  	*	  	*
		  		  		  		  		  		  	*	  	*
		  		  		  		  		  		  	*	  	*
		  		  		  		  		  		  	*	  	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	Gap/IBM Confidential	  	67 of 77









 Exhibit D-17 - Canada Stores 
  

																							
	 Store #
	 	 Store Name
	 	 Address Line 1
	 	 Address Line 2
	 	City	 	State	 	Zip Code	 	Country	 	Area
Code	 	Phone #	 	Division	 	Location
Type
	 *
	 	DEVONSHIRE MALL	 	3100 HOWARD AVE	 		 	WINDSOR	 	ON	 	N8X 3Y8	 	CA	 	519	 	250-3366	 	CA NAVY	 	Mall
	 *
	 	NORTH CITY S/C	 	13300 Blk 137th Avenue	 	tbd	 	EDMONTON	 	AB	 	T5L 5G6	 	CA	 	780	 	478-4477	 	CA NAVY	 	Strip
	 *
	 	WESTRIDGE OUTLET	 	200 Windflower	 	Suite 500 & 501	 	WOODBRIDGE	 	ON	 	L4L 1A6	 	CA	 	905	 	264-7238	 	CAN GAP	 	Strip
	 *
	 	WESTHILLS OUTLET	 	600 STEWART GREEN WAY SW	 		 	CALGARY	 	AB	 	T3H 3C8	 	CA	 	403	 	685-4451	 	CAN GAP	 	Strip
	 *
	 	SQUARE ONE - ON	 	100 City Centre Drive	 	2-841 & 2-842	 	MISSISSAUGA	 	ON	 	L5B 2C9	 	CA	 	905	 	270-6420	 	CA BR	 	Mall
	 *
	 	MARKET MALL BR	 	3625 Shaganappi Trail NW	 	P032	 	CALGARY	 	AB	 	T3A 0E2	 	CA	 	403	 	288-8555	 	CA BR	 	Mall
	 *
	 	BAYSHORE S/C	 	100 BAYSHORE DR	 		 	OTTAWA	 	ON	 	K2B 8C1	 	CA	 	613	 	721-1129	 	CA BR	 	Mall
	 *
	 	PRESTON CROSSING	 	1723 PRESTON AVE N	 	200	 	SASKATOON	 	SK	 	S7N 4V2	 	CA	 	306	 	653-4420	 	CA NAVY	 	Strip
	 *
	 	HYDE P/C-FIRST PRO	 	1250 FANSHAWE PARK RD W	 	B-2	 	LONDON	 	ON	 	N6G 5B1	 	CA	 	519	 	641-7227	 	CA NAVY	 	Strip
	 *
	 	HARWOOD CTR FIRST PR	 	20 KINGSTON RD WEST	 	Unit 2	 	AJAX	 	ON	 	L1T 4K8	 	CA	 	905	 	426-1221	 	CA NAVY	 	Strip
	 *
	 	ST JAMES STATION	 	830 ST JAMES ST	 		 	WINNIPEG	 	MB	 	R3G 3J7	 	CA	 	204	 	786-3868	 	CA NAVY	 	Strip
	 *
	 	VICTORIA GATE	 	3120 QUANCE ST E	 		 	REGINA	 	SK	 	S4V 3B8	 	CA	 	306	 	775-1860	 	CA NAVY	 	Strip
	 *
	 	QUEEN’S SQ-FIRST PRO	 	177 NORTH QUEEN ST	 		 	ETOBICOKE	 	ON	 	M9C 1A7	 	CA	 	416	 	622-6021	 	CA NAVY	 	Strip
	 *
	 	TILLICUM MALL	 	3130-3170 TILLICUM RD	 	tbd	 	VICTORIA	 	BC	 	V9A 7C5	 	CA	 	250	 	386-8797	 	CA NAVY	 	Strip
	 *
	 	WELLINGTON COMMONS	 	1270 WELLINGTON RD	 	tbd	 	LONDON	 	ON	 	N6E 1M3	 	CA	 	519	 	685-9604	 	CA NAVY	 	Strip
	 *
	 	FAIRVIEW PNTE CLAIRE	 	6815 Transcanada Hwy	 		 	POINTE-
CLAIRE	 	QC	 	H9R 5J2	 	CA	 	514	 	630-7771	 	CA NAVY	 	Mall
	 *
	 	THUNDER CENTRE	 	389 Main Street	 	UNIT B1	 	THUNDER
BAY	 	ON	 	P7B 5L6	 	CA	 	807	 	622-8800	 	CA NAVY	 	Strip
	 *
	 	PROMENADES ST. BRUNO	 	1 Boul. Des Promenades	 		 	ST BRUNO	 	QC	 	J3V 5J5	 	CA	 	450	 	441-6300	 	CA NAVY	 	Strip
	 *
	 	CARREFOUR LAVAL	 	3035 Boulevard Les Carrefour	 		 	LAVAL	 	QC	 	H7T 1C8	 	CA	 	450	 	682-9410	 	CA NAVY	 	Mall
	 *
	 	CABOT POWER CTR	 	22 STRAVENGER DR	 	tbd	 	ST JOHN’S	 	NF	 	A1A 5E8	 	CA	 	709	 	738-6281	 	CA NAVY	 	Strip
	 *
	 	MAIL CHAMPLAIN	 	2150 Lapiniere Blvd.	 	32	 	BROSSARD	 	QC	 	J4W 2T5	 	CA	 	450	 	465-7272	 	CA NAVY	 	Mall
	 *
	 	GALERIES D’ANJOU	 	7999 BLVD LES GALERIES D’ANJOU	 	322	 	VILLE
D’ANJOU	 	QC	 	H1M 1W9	 	CA	 	514	 	352-7800	 	CA NAVY	 	Mall
	 *
	 	WHEELER PARK POWER C	 	200 TRINITY DR	 		 	MONCTON	 	NB	 	E1G 2J7	 	CA	 	506	 	854-6195	 	CA NAVY	 	Strip



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	IBM/Gap Confidential	  	Page 68 of 77









 Exhibit D-17 - Canada Stores 
  

																							
	 Store #
	 	 Store Name
	 	 Address Line 1
	 	 Address Line 2
	 	City	 	State	 	Zip Code	 	Country	 	Area
Code	 	Phone #	 	Division	 	Location
Type
	 *
	 	MARKET MALL	 	3625 Shaganappi Trail NW	 	Y-5	 	CALGARY	 	AB	 	T3A 0E2	 	CA	 	403	 	288-8002	 	CA NAVY	 	Mall
	 *
	 	GUILDFORD T/C	 	2272 Guildford Town Centre	 		 	SURREY	 	BC	 	V3R 7B9	 	CA	 	604	 	930-9801	 	CA NAVY	 	Mall
	 *
	 	COQUITLAM CENTRE	 	2929 Barnet Highway	 	2810	 	COQUITLAM	 	BC	 	V3B 5R5	 	CA	 	604	 	468-4278	 	CA NAVY	 	Mall
	 *
	 	CHINOOK CENTRE	 	6455 Macleod Trail SW	 	179	 	CALGARY	 	AB	 	T2H 0K9	 	CA	 	403	 	319-0431	 	CA NAVY	 	Mall
	 *
	 	METROPOLIS AT METROT	 	4700 KINGSWAY	 	UNIT #E14	 	BURNABY	 	BC	 	V5H 4M1	 	CA	 	604	 	451-9064	 	CA NAVY	 	Mall
	 *
	 	RICHMOND CENTRE	 	6551 Number 3 Road	 		 	RICHMOND	 	BC	 	V6Y 2B6	 	CA	 	604	 	303-6700	 	CA NAVY	 	Mall
	 *
	 	WEST EDMONTON MALL	 	8882 - 170 Street	 	SP #2591	 	EDMONTON	 	AB	 	T5T 4M2	 	CA	 	780	 	481-6352	 	CA NAVY	 	Mall
	 *
	 	FIRST PRO LANGLEY	 	210-20202 66TH AVE	 	210	 	LANGLEY	 	BC	 	V2Y 1P3	 	CA	 	604	 	539-8559	 	CA NAVY	 	Strip
	 *
	 	FIRST WESTMORLAND	 	90 CONSUMERS DR	 	E	 	SAINT JOHN	 	NB	 	E2J 4Z3	 	CA	 	506	 	634-7597	 	CA NAVY	 	Strip
	 *
	 	PLACE LAURIER	 	2700 LAURIER BLVD	 	2615	 	SAINTE-FOY	 	QC	 	G1V 4J9	 	CA	 	418	 	651-7475	 	CA NAVY	 	Mall
	 *
	 	MONTREAL EATON CTR	 	705 SAINTE CATHERINE WEST	 	4-116A	 	MONTREAL	 	QC	 	H3B 4G5	 	CA	 	514	 	288-6877	 	CA NAVY	 	Mall
	 *
	 	GALERIES DE LANAUDIE	 	360 MONTEE DES PIONNIERS	 		 	LACHENAIE	 	QC	 	J6V 1S6	 	CA	 	450	 	654-2131	 	CA NAVY	 	Strip
	 *
	 	STONE ROAD MALL	 	435 STONE RD W	 		 	GUELPH	 	ON	 	N1G 2X6	 	CA	 	519	 	763-4158	 	CA NAVY	 	Mall
	 *
	 	VILLAGE @ PARK ROYAL	 	860 MAIN ST	 		 	WEST
VANCOUVER	 	BC	 	V7T 2Z3	 	CA	 	604	 	921-8808	 	CA NAVY	 	Strip
	 *
	 	PACIFIC CENTRE	 	700 W GEORGIA ST	 	tbd	 	VANCOUVER	 	BC	 	V7Y 1A1	 	CA	 	604	 	408-3583	 	CA NAVY	 	Mall
	 *
	 	TORONTO EATON CENTRE	 	220 YONGE ST	 	2-131	 	TORONTO	 	ON	 	M5B 2H6	 	CA	 	416	 	591-0512	 	CAN KIDS	 	Mall
	 *
	 	FIRST CANADIAN PLACE	 	100 KING ST W	 	CM-3	 	TORONTO	 	ON	 	M5X 1B5	 	CA	 	416	 	364-9200	 	CAN KIDS	 	Mall
	 *
	 	YORKDALE S/C	 	3401 Dufferin Street	 	61	 	TORONTO	 	ON	 	M6A 2T9	 	CA	 	416	 	256-1176	 	CAN KIDS	 	Mall
	 *
	 	SOUTHCENTRE - AB	 	100 Anderson Road S.E.	 	220	 	CALGARY	 	AB	 	T2J 3V1	 	CA	 	403	 	225-1400	 	CAN KIDS	 	Mall
	 *
	 	D’ANJOU (GALLERIES)	 	7999 Blvd. Les Galeries d’Anjou	 		 	MONTREAL	 	QC	 	H1M 1W6	 	CA	 	514	 	353-5661	 	CAN GAP	 	Mall
	 *
	 	CASCADE PLAZA	 	319 Banff Ave	 	M9-S9	 	BANFF	 	AB	 	T0L 0C0	 	CA	 	403	 	760-8630	 	CAN GAP	 	Mall
	 *
	 	NORTHGATE - ON	 	1500 Fisher Street	 	168	 	NORTH BAY	 	ON	 	P1B 2H3	 	CA	 	705	 	498-6589	 	CAN GAP	 	Mall
	 *
	 	MAPLEVIEW MALL	 	900 Maple Ave	 		 	BURLINGTON	 	ON	 	L7S 2J8	 	CA	 	905	 	637-7785	 	CAN GAP	 	Mall



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	IBM/Gap Confidential	  	Page 69 of 77









 Exhibit D-17 - Canada Stores 
  

																							
	 Store #
	  	 Store Name
	  	 Address Line 1
	  	 Address Line 2
	  	 City
	  	 State
	  	 Zip Code
	  	 Country
	  	 Area
Code
	  	 Phone #
	  	 Division
	  	 Location
Type

	 *
	  	SOUTH EDMONTON COMMO	  	1978 - 99TH STREET NW	  		  	EDMONTON	  	AB	  	T6N 1K9	  	CA	  	780	  	462-1514	  	CA NAVY	  	Strip
	 *
	  	PLAZA DEL CARIBE	  	2050 PONCE BYP STE 225	  	225	  	PONCE	  	PR	  	00717-1327	  	US	  	787	  	812-2054	  	US NAVY	  	Mall
	 *
	  	MARKVILLE S/C	  	5000 HWY 7 EAST	  	E001	  	MARKHAM	  	ON	  	L3R 4M9	  	CA	  	905	  	470-2384	  	CA NAVY	  	Mall
	 *
	  	LIME RIDGE	  	999 UPPER WENTWORTH ST	  	0413	  	HAMILTON	  	ON	  	L9A 4X5	  	CA	  	905	  	318-4506	  	CA NAVY	  	Mall
	 *
	  	PROMENADE (THE)	  	1 PROMENADE CIRCLE	  	Y005	  	THORNHILL	  	ON	  	L4J 4P8	  	CA	  	905	  	764-5538	  	CA NAVY	  	Mall
	 *
	  	EGLINTON T/C, THE	  	6 LEBOVIC AVENUE	  	Unit 1	  	SCARBOROUGH	  	ON	  	M1L 2L8	  	CA	  	416	  	757-1481	  	CA NAVY	  	Strip
	 *
	  	CAMBRIDGE	  	70 PINEBUSH RD	  		  	CAMBRIDGE	  	ON	  	N1R 8K5	  	CA	  	519	  	621-4612	  	CA NAVY	  	Strip
	 *
	  	BARRIE	  	468 BAYFIELD ST N	  		  	BARRIE	  	ON	  	L4M 5A2	  	CA	  	705	  	725-0738	  	CA NAVY	  	Strip
	 *
	  	OSHAWA CENTRE	  	419 KING STREET WEST	  		  	OSHAWA	  	ON	  	L1J 2K5	  	CA	  	905	  	434-5778	  	CA NAVY	  	Mall
	 *
	  	BURLINGTON MALL	  	777 GUELPH LINE	  	UNIT A6	  	BURLINGTON	  	ON	  	L7R 3N2	  	CA	  	905	  	681-7188	  	CA NAVY	  	Mall
	 *
	  	UPPER CANADA	  	17600 YONGE STREET	  		  	NEWMARKET	  	ON	  	L3Y 4Z1	  	CA	  	905	  	830-1889	  	CA NAVY	  	Mall
	 *
	  	SQUARE ONE	  	100 CITY CENTRE DR	  	2-426	  	MISSISSAUGA	  	ON	  	L5B 1M7	  	CA	  	905	  	270-0321	  	CA NAVY	  	Mall
	 *
	  	ERIN MILLS T/C	  	5100 ERIN MILLS PARKWAY	  	UNIT B200A	  	MISSISSAUGA	  	ON	  	L5M 4Z5	  	CA	  	905	  	828-0517	  	CA NAVY	  	Mall
	 *
	  	BRAMALEA CITY CENTRE	  	25 PEEL CENTRE DRIVE	  	UNIT 173B	  	BRAMPTON	  	ON	  	L6T 3R5	  	CA	  	905	  	790-9284	  	CA NAVY	  	Mall
	 *
	  	TORONTO EATON CENTRE	  	260 YONGE STREET	  	2 BELOW	  	TORONTO	  	ON	  	M5B 2L9	  	CA	  	416	  	593-2551	  	CA NAVY	  	Mall
	 *
	  	RIO CAN CENTRE	  	636 GARDINERS ROAD	  	13	  	KINGSTON	  	ON	  	K7M 3X9	  	CA	  	613	  	389-9040	  	CA NAVY	  	Strip
	 *
	  	BAYSHORE S/C	  	100 Bayshore Drive	  		  	NEPEAN	  	ON	  	K2B 8C1	  	CA	  	613	  	828-8846	  	CA NAVY	  	Mall
	 *
	  	PEN CENTRE	  	221 GLENDALE AVENUE	  	CRU 120	  	ST. CATHARINE’S	  	ON	  	L2T 2K9	  	CA	  	905	  	704-0667	  	CA NAVY	  	Mall
	 *
	  	SCARBOROUGH T/C	  	300 BOROUGH DR	  	763	  	SCARBOROUGH	  	ON	  	M1P 4P5	  	CA	  	416	  	279-1143	  	CA NAVY	  	Mall
	 *
	  	SILVER CITY	  	2280 CITY PARK DRIVE	  	Unit #1A	  	GLOUCESTER	  	ON	  	K1J 1G1	  	CA	  	613	  	749-9825	  	CA NAVY	  	Strip
	 *
	  	COLOSSUS CENTRE	  	7575 WESTON RD	  	UNIT #116	  	WOODBRIDGE	  	ON	  	L4L 9K5	  	CA	  	905	  	851-3192	  	CA NAVY	  	Strip



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	IBM/Gap Confidential	  	Page 70 of 77









 Exhibit D-17 - Canada Stores 
  

																							
	 Store #
	  	 Store Name
	  	 Address Line 1
	  	 Address Line 2
	  	 City
	  	 State
	  	 Zip Code
	  	 Country
	  	 Area
Code
	  	 Phone #
	  	 Division
	  	 Location
Type

	 *
	  	TORONTO EATON CENTRE	  	218 YONGE ST	  	GP01	  	TORONTO	  	ON	  	M5B 2H6	  	CA	  	416	  	595-6336	  	CA BR	  	Mall
	 *
	  	YORKDALE S/C	  	3401 DUFFERIN ST	  	SPACE 26 & 27	  	TORONTO	  	ON	  	M6A 3A1	  	CA	  	416	  	782-0814	  	CA BR	  	Mall
	 *
	  	WEST EDMONTON	  	8770 170th St	  	2568	  	EDMONTON	  	AB	  	T5T 4M2	  	CA	  	780	  	486-1266	  	CA BR	  	Mall
	 *
	  	BLOOR ST-TORONTO	  	80 BLOOR STREET WEST	  	PROMENADE	  	TORONTO	  	ON	  	M5S 2V1	  	CA	  	416	  	515-0018	  	CA BR	  	Street
	 *
	  	SHERWAY GARDENS	  	25 THE WEST MALL	  	SPACE E-15	  	ETOBICOKE	  	ON	  	M9C 1B8	  	CA	  	416	  	622-3797	  	CA BR	  	Mall
	 *
	  	PACIFIC CENTRE	  	701 WEST GEORGIA ST	  	D-62, D-63, D-64	  	VANCOUVER	  	BC	  	V7Y 1A1	  	CA	  	604	  	688-1630	  	CA BR	  	Mall
	 *
	  	OAKRIDGE CENTRE	  	650 WEST 41ST AVENUE	  	109	  	VANCOUVER	  	BC	  	V5Z 2M9	  	CA	  	604	  	267-3741	  	CA BR	  	Mall
	 *
	  	ROBSON CENTREPOINT	  	1098 Robson St	  		  	VANCOUVER	  	BC	  	V6E 1A7	  	CA	  	604	  	331-8285	  	CA BR	  	Street
	 *
	  	TORONTO DOM SQ CALGA	  	317 7TH AVE SW	  	228	  	CALGARY	  	AB	  	T2P 2Y9	  	CA	  	403	  	264-8886	  	CA BR	  	Mall
	 *
	  	PARK ROYAL S/C	  	600 PARK ROYAL NORTH	  		  	WEST VANCOUVER	  	BC	  	V7T 1H9	  	CA	  	604	  	913-2461	  	CA BR	  	Strip
	 *
	  	CHINOOK CENTRE	  	6455 Macleod Trail South	  	137	  	CALGARY	  	AB	  	T2H 0K8	  	CA	  	403	  	319-0586	  	CA BR	  	Mall
	 *
	  	TORONTO EATON CENTRE	  	218 Yonge Street	  	2102	  	TORONTO	  	ON	  	M5B 2H1	  	CA	  	416	  	260-6016	  	CA BR	  	Mall
	 *
	  	BAYVIEW VILLAGE	  	2901 Bayview Avenue	  		  	WILLOWDALE	  	ON	  	M2K 1E6	  	CA	  	416	  	733-0021	  	CA BR	  	Mall
	 *
	  	RICHMOND CENTRE-BC	  	6551 Number 3 Road	  		  	RICHMOND	  	BC	  	V6Y 2B6	  	CA	  	604	  	279-0221	  	CA BR	  	Mall
	 *
	  	SOUTHCENTRE-AB	  	100 Anderson Road	  		  	CALGARY	  	AB	  	T2J 3V1	  	CA	  	403	  	225-9459	  	CA BR	  	Mall
	 *
	  	PLAZA CAROLINA	  	1 CAROLINA CT	  	154	  	CAROLINA	  	PR	  	00982	  	US	  	787	  	752-0000	  	US GAP	  	Mall
	 *
	  	PLAZA DEL NORTE	  	506 CALLE TRUNCADO	  	A110	  	HATILLO	  	PR	  	00659-2722	  	US	  	787	  	878-4407	  	US GAP	  	Mall
	 *
	  	PLAZA DEL SOL	  	725 W MAIN AVE	  	520 & 600	  	BAYAMON	  	PR	  	00961-4470	  	US	  	787	  	778-2660	  	US GAP	  	Mall
	 *
	  	PLAZA LAS AMERICAS	  	525 AVE F D ROOSEVELT	  		  	SAN JUAN	  	PR	  	00918	  	US	  	787	  	296-7100	  	US BR	  	Mall
	 *
	  	PLAZA DEL SOL	  	725 W MAIN AVE	  	1649	  	BAYAMON	  	PR	  	00961-4470	  	US	  	787	  	778-3010	  	US BR	  	Mall
	 *
	  	GALERIES CAPITALE	  	5401 BLVD DE GALERIES	  		  	QUEBEC CITY	  	QC	  	G2K 1N4	  	CA	  	418	  	624-2862	  	CAN KIDS	  	Mall
	 *
	  	WOODGROVE CENTRE	  	6631 Island Highway North	  	110	  	NANAIMO	  	BC	  	V9T 4T7	  	CA	  	250	  	390-6886	  	CAN KIDS	  	Mall
	 *
	  	SEVEN OAKS S/C	  	32900 South Fraser Way	  		  	ABBOTSFORD	  	BC	  	V2S 3P9	  	CA	  	604	  	859-7700	  	CAN KIDS	  	Mall
	 *
	  	HILLCREST MALL	  	9350 Younge street	  		  	RICHMOND HILL	  	ON	  	L4C 5G2	  	CA	  	905	  	770-5918	  	CAN KIDS	  	Mall
	 *
	  	MAYFAIR S/C	  	3147 Douglas Street	  		  	VICTORIA	  	BC	  	V8Z 6E3	  	CA	  	250	  	386-7723	  	CAN KIDS	  	Mall
	 *
	  	TORONTO EATON CENTRE	  	260 Yonge St	  		  	TORONTO	  	ON	  	M5B 2L9	  	CA	  	416	  	599-8802	  	CAN KIDS	  	Mall
	 *
	  	MAPLEVIEW MALL	  	900 Maple Avenue	  		  	BURLINGTON	  	ON	  	L7S 2J8	  	CA	  	905	  	637-2658	  	CAN KIDS	  	Mall
	 *
	  	NORTHGATE - ON	  	1500 Fisher Street	  		  	NORTH BAY	  	ON	  	P1B 2H3	  	CA	  	705	  	498-6589	  	CAN KIDS	  	Mall



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	IBM/Gap Confidential	  	Page 71 of 77









 Exhibit D-17 - Canada Stores 
  

																							
	 Store #
	 	 Store Name
	 	 Address Line 1
	 	 Address Line 2
	 	 City
	 	 State
	 	 Zip Code
	 	 Country
	 	 Area
Code
	 	 Phone #
	 	 Division
	 	Location
Type
	 *
	 	WILLOWBROOK-BC	 	19705 Fraser Highway	 	Space #301	 	LANGLEY	 	BC	 	V3A 7E9	 	CA	 	604	 	514-0222	 	CAN KIDS	 	Mall
	 *
	 	CARREFOUR ANGRIGNON	 	7077 Newman Boulevard	 	01120	 	MONTREAL	 	QC	 	H8N 1X1	 	CA	 	514	 	367-1114	 	CAN KIDS	 	Mall
	 *
	 	CAVENDISH	 	5800 CAVENDISH BLVD	 	B2-4	 	COTE ST LUC	 	QC	 	H4W 2T5	 	CA	 	514	 	482-8210	 	CAN KIDS	 	Mall
	 *
	 	FAIRVIEW PARK	 	2960 Kingsway Drive	 	K11	 	KITCHENER	 	ON	 	N2C 1X1	 	CA	 	519	 	895-2434	 	CAN KIDS	 	Mall
	 *
	 	SCARBOROUGH T/C	 	300 Borough Drive	 	235	 	SCARBOROUGH	 	ON	 	M1P 4P5	 	CA	 	416	 	296-0544	 	CAN KIDS	 	Mall
	 *
	 	OSHAWA CENTRE	 	419 KING STREET WEST	 		 	OSHAWA	 	ON	 	L1J 2K5	 	CA	 	905	 	438-0870	 	CAN KIDS	 	Mall
	 *
	 	BLOOR ST-TORONTO	 	80 BLOOR STREET WEST	 		 	TORONTO	 	ON	 	M5S 2V1	 	CA	 	416	 	515-0668	 	CAN KIDS	 	Street
	 *
	 	METROPOLIS METROTOWN	 	4700 KINGSWAY	 	2145	 	BURNABY	 	BC	 	V5H 4M1	 	CA	 	604	 	431-6559	 	CAN KIDS	 	Mall
	 *
	 	ROBSON ST-VANCOUVER	 	1121 ROBSON ST	 		 	VANCOUVER	 	BC	 	V6E 1B5	 	CA	 	604	 	683-0906	 	CAN KIDS	 	Street
	 *
	 	OAKRIDGE CENTRE	 	650 WEST 41ST AVENUE	 	469	 	VANCOUVER	 	BC	 	V5Z 2M9	 	CA	 	604	 	264-1151	 	CAN KIDS	 	Mall
	 *
	 	GEORGIAN	 	509 BAYFIELD ST	 	H008	 	BARRIE	 	ON	 	L4M 4Z8	 	CA	 	705	 	728-9686	 	CAN KIDS	 	Mall
	 *
	 	LIMERIDGE	 	999 UPPER WENTWORTH ST	 	SPACE # 0274	 	HAMILTON	 	ON	 	L9A 4X5	 	CA	 	905	 	574-3444	 	CAN KIDS	 	Mall
	 *
	 	KINGSWAY GARDEN	 	243 KINGSWAY GARDEN MALL	 	243	 	EDMONTON	 	AB	 	T5G 3A6	 	CA	 	780	 	474-1622	 	CAN KIDS	 	Mall
	 *
	 	GOVERMENT ST-VCTORIA	 	1319 GOVERMENT STREET	 		 	VICTORIA	 	BC	 	V8W 1Y9	 	CA	 	250	 	920-5585	 	CAN KIDS	 	Street
	 *
	 	ST VITAL S/C	 	1225 ST. MARY’S RD	 	3	 	WINNIPEG	 	MB	 	R2M 5E5	 	CA	 	204	 	254-0077	 	CAN KIDS	 	Mall
	 *
	 	PRINCESS ST-KINGSTON	 	230-234 Princess St	 		 	KINGSTON	 	ON	 	K7L 1B2	 	CA	 	613	 	545-4046	 	CAN KIDS	 	Street
	 *
	 	PEN CENTRE	 	221 Glendale Av/Hwy 406	 	100	 	ST. CATHERINES	 	ON	 	L2T 2K9	 	CA	 	905	 	682-9985	 	CAN KIDS	 	Mall
	 *
	 	RICHMOND CENTRE-BC	 	6551 Number 3 Rd	 	1924	 	RICHMOND	 	BC	 	V6Y 2B9	 	CA	 	604	 	270-6412	 	CAN KIDS	 	Mall
	 *
	 	EDMONTON CITY CTR W	 	10200 102ND AVE	 	1281	 	EDMONTON	 	AB	 	T5J 4B7	 	CA	 	780	 	426-1111	 	CAN KIDS	 	Mall
	 *
	 	CHAMPLAIN-MONCTON	 	477 PAUL ST	 	H1	 	DIEPPE	 	NB	 	E1A 4X5	 	CA	 	506	 	382-6482	 	CAN KIDS	 	Mall
	 *
	 	ORCHARD PARK S/C	 	UNIT 0877, 2271 HARVEY AVENUE	 	877	 	KELOWNA	 	BC	 	V1Y 6H2	 	CA	 	250	 	860-0151	 	CAN KIDS	 	Mall



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	IBM/Gap Confidential	  	Page 72 of 77









 Exhibit D-17 - Canada Stores 
  

																							
	 Store #
	 	 Store Name
	 	 Address Line 1
	 	 Address Line 2
	 	 City
	 	 State
	 	 Zip Code
	 	 Country
	 	 Area
Code
	 	 Phone #
	 	 Division
	 	 Location
Type

	 *
	 	MONT BLANC	 	4308 Main Street	 	5A	 	WHISTLER	 	BC	 	V0N 1B4	 	CA	 	604	 	938-6364	 	CAN KIDS	 	Strip
	 *
	 	BAYSHORE S/C	 	100 BAYSHORE DRIVE	 	B6	 	NEPEAN	 	ON	 	K2B 8C1	 	CA	 	613	 	828-0807	 	CAN KIDS	 	Mall
	 *
	 	AVALON	 	48 KENMOUNT ROAD	 		 	ST. JOHN’S	 	NF	 	A1B 1W3	 	CA	 	709	 	753-3007	 	CAN KIDS	 	Mall
	 *
	 	W 41ST AVE-VANCOUVER	 	2134 West 41st Avenue	 		 	VANCOUVER	 	BC	 	V6M 1Z1	 	CA	 	604	 	269-2550	 	CAN KIDS	 	Street
	 *
	 	WHITE OAKS - ON	 	1105 Wellington Road South	 	87	 	LONDON	 	ON	 	N6E 1V4	 	CA	 	519	 	685-2025	 	CAN KIDS	 	Mall
	 *
	 	FAIRVIEW PNTE CLAIRE	 	6815 TRANS CANADA HWY.	 	Space B7-A	 	POINTE CLAIRE	 	QC	 	H9R 1C4	 	CA	 	514	 	426-8281	 	CAN KIDS	 	Mall
	 *
	 	GUILDFORD T/C	 	2232 Guildford Towne Centre	 		 	SURREY	 	BC	 	V3R 7B9	 	CA	 	604	 	582-2522	 	CAN KIDS	 	Mall
	 *
	 	MARKVILLE S/C	 	5000 Highway 7	 	E003	 	MARKHAM	 	ON	 	L3R 4M9	 	CA	 	905	 	513-6477	 	CAN KIDS	 	Mall
	 *
	 	DEVONSHIRE	 	3100 Howard Avenue	 	Space #E11-E11A	 	WINDSOR	 	ON	 	N8X 3Y8	 	CA	 	519	 	250-6834	 	CAN KIDS	 	Mall
	 *
	 	INTERCITY S/C	 	1000 FORT WILLIAM RD	 	31CDE	 	THUNDER BAY	 	ON	 	P7B 6B9	 	CA	 	807	 	624-0500	 	CAN KIDS	 	Mall
	 *
	 	SOUTHGATE S/C - AB	 	11100 51st Avenue	 	12, 13	 	EDMONTON	 	AB	 	T6H 4M6	 	CA	 	780	 	438-8845	 	CAN KIDS	 	Mall
	 *
	 	HALIFAX S/C	 	7001 Mumford Road, Tower 1 Su. 202	 	Tower 1 Su. 202	 	HALIFAX	 	NS	 	B3L 4N9	 	CA	 	902	 	453-9625	 	CAN KIDS	 	Mall
	 *
	 	CORNWALL CENTRE	 	2102 11th Avenue	 	Space #TT05	 	REGINA	 	SK	 	S4P 3Y6	 	CA	 	306	 	565-1870	 	CAN KIDS	 	Mall
	 *
	 	LOUGHEED	 	9855 AUSTIN AVE	 	106	 	BURNABY	 	BC	 	V3J 1N4	 	CA	 	604	 	415-9590	 	CAN KIDS	 	Mall
	 *
	 	UPPER CANADA	 	17600 Yonge Street	 	D16, D17, D18, D19, D20	 	NEWMARKET	 	ON	 	L3Y 4Z1	 	CA	 	905	 	836-1738	 	CAN KIDS	 	Mall
	 *
	 	PICKERING T/C	 	1355 Kingston Road	 	67A	 	PICKERING	 	ON	 	L1V 1B8	 	CA	 	905	 	420-6335	 	CAN KIDS	 	Mall
	 *
	 	ERIN MILLS T/C	 	5100 Erin Mills Parkway	 	B101A	 	MISSISSAUGA	 	ON	 	L5M 4Z5	 	CA	 	905	 	569-6746	 	CAN KIDS	 	Mall
	 *
	 	COQUITLAM CENTRE	 	2929 Barnet Highway	 	2830	 	COQUITLAM	 	BC	 	V3B 5R5	 	CA	 	604	 	472-0101	 	CAN KIDS	 	Mall
	 *
	 	BRAMALEA CITY CENTRE	 	25 Peel Centre Drive	 	217A	 	BRAMPTON	 	ON	 	L6T 3R5	 	CA	 	905	 	790-2100	 	CAN KIDS	 	Mall
	 *
	 	MASONVILLE PLACE	 	1680 Richmond St. N	 	U64A	 	LONDON	 	ON	 	N6G 3Y9	 	CA	 	519	 	673-1399	 	CAN KIDS	 	Mall
	 *
	 	CONESTOGA	 	550 King Street North	 	E-8	 	WATERLOO	 	ON	 	N2L 5W6	 	CA	 	519	 	746-8874	 	CAN KIDS	 	Mall



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	IBM/Gap Confidential	  	Page 73 of 77









 Exhibit D-17 - Canada Stores 
  

																							
	 Store #
	 	 Store Name
	 	 Address Line 1
	 	 Address Line 2
	 	 City
	 	 State
	 	 Zip Code
	 	 Country
	 	 Area
Code
	 	 Phone #
	 	 Division
	 	 Location
Type

	 *
	 	PLACE ST FOY	 	2450 Blvd. Laurier	 	E04	 	STE. FOY	 	QC	 	G1V 2L1	 	CA	 	418	 	653-2100	 	CAN KIDS	 	Mall
	 *
	 	SHERWAY GARDENS	 	25 THE WEST MALL	 	166	 	ETOBICOKE	 	ON	 	M9C 1B8	 	CA	 	416	 	621-6395	 	CAN KIDS	 	Mall
	 *
	 	YONGE ST-TORONTO	 	2574 YONGE STREET	 		 	TORONTO	 	ON	 	M4P 2J1	 	CA	 	416	 	440-0187	 	CAN KIDS	 	Street
	 *
	 	ST LAURENT S/C	 	1200 ST LAURENT BOULEVARD	 		 	OTTAWA	 	ON	 	K1K 3B8	 	CA	 	613	 	746-8787	 	CAN KIDS	 	Mall
	 *
	 	PROMENADE (THE)	 	1 Promenade Circle	 	Space #222, #224, #226	 	THORNHILL	 	ON	 	L4J 4P8	 	CA	 	905	 	886-9509	 	CAN KIDS	 	Mall
	 *
	 	SQUARE ONE - ON	 	100 CITY CENTRE DRIVE	 	CRU 2/425	 	MISSISSAUGA	 	ON	 	L5B 2C9	 	CA	 	905	 	897-1261	 	CAN KIDS	 	Mall
	 *
	 	BAYVIEW VILLAGE	 	2901 BAYVIEW AVENUE	 	126	 	WILLOWDALE	 	ON	 	M2K 1E6	 	CA	 	416	 	250-1958	 	CAN KIDS	 	Mall
	 *
	 	YORKDALE S/C	 	3401 DUFFERIN ST.	 	51/52	 	TORONTO	 	ON	 	M6A 2T9	 	CA	 	416	 	783-2995	 	CAN KIDS	 	Mall
	 *
	 	RIDEAU CENTRE	 	50 RIDEAU CENTRE	 	213	 	OTTAWA	 	ON	 	K1N 9J7	 	CA	 	613	 	569-4110	 	CAN KIDS	 	Mall
	 *
	 	PARK ROYAL S/C	 	640 PARK ROYAL SHOPPING CENTRE	 	640	 	VANCOUVER	 	BC	 	V7T 1H9	 	CA	 	604	 	925-3929	 	CAN KIDS	 	Mall
	 *
	 	MIDTOWN PLAZA	 	21st Street East	 	unit 18018	 	SASKATOON	 	SK	 	S7K 1J9	 	CA	 	306	 	653-8488	 	CAN KIDS	 	Mall
	 *
	 	CHINOOK CENTRE	 	6455 McCloud Trail South	 	150, 151	 	CALGARY	 	AB	 	T2H 0K8	 	CA	 	403	 	640-1305	 	CAN KIDS	 	Mall
	 *
	 	MARKET	 	3625 SHAGNAPPI TRAIL	 	D01	 	CALGARY	 	AB	 	T3A 0E2	 	CA	 	403	 	288-5188	 	CAN KIDS	 	Mall
	 *
	 	SOUTHCENTRE - AB	 	100 Anderson Road South East	 	220	 	CALGARY	 	AB	 	T2J 3V1	 	CA	 	403	 	225-1400	 	CAN KIDS	 	Mall
	 *
	 	MIC MAC	 	21 MIC MAC BLVD	 	300	 	DARTMOUTH	 	NS	 	B3A 4N3	 	CA	 	902	 	461-1116	 	CAN KIDS	 	Mall
	 *
	 	MONTREAL EATON CNTR	 	705 St. Catherine Street West	 	3123	 	MONTREAL	 	QC	 	H3B 4G5	 	CA	 	514	 	281-5033	 	CAN KIDS	 	Mall
	 *
	 	CARREFOUR LAVAL	 	3003 BLVD LE CARREFOUR	 		 	LAVAL	 	QC	 	H7T 1C8	 	CA	 	450	 	686-4031	 	CAN KIDS	 	Mall
	 *
	 	PROMENADE ST BRUNO	 	304 BOUL. DES PROMENADES	 	B21	 	MONTARVILLE	 	QC	 	J3V 6A7	 	CA	 	450	 	441-7977	 	CAN KIDS	 	Mall
	 *
	 	CENTRE ROCKLAND	 	2305 ROCKLAND ROAD	 	2040	 	MONTREAL	 	QC	 	H3B 4G5	 	CA	 	514	 	737-2334	 	CAN KIDS	 	Mall
	 *
	 	WEST EDMONTON	 	8882 170th Street	 	1802	 	EDMONTON	 	AB	 	T5T 4J2	 	CA	 	780	 	489-1985	 	CAN KIDS	 	Mall
	 *
	 	POLO PARK	 	1485 Portage Avenue	 	L115	 	WINNIPEG	 	MB	 	R3G 0W4	 	CA	 	204	 	775-5216	 	CAN KIDS	 	Mall



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	IBM/Gap Confidential	  	Page 74 of 77









 Exhibit D-17 - Canada Stores 
  

																							
	 Store #
	 	 Store Name
	 	 Address Line 1
	 	 Address Line 2
	 	 City
	 	 State
	 	 Zip Code
	 	 Country
	 	 Area
Code
	 	 Phone #
	 	 Division
	 	 Location
Type

	 *
	 	TD SQUARE	 	317 7th Ave SW	 		 	CALGARY	 	AB	 	T2P 2Y9	 	CA	 	403	 	206-9960	 	CAN KIDS	 	Mall
	 *
	 	PLAZA LAS AMERICAS	 	525 AVE F D ROOSEVELT	 		 	SAN JUAN	 	PR	 	00918	 	US	 	787	 	758-0364	 	US GAP	 	Mall
	 *
	 	PACIFIC CENTRE	 	PACIFIC CTR BOX 10241	 	G61	 	VANCOUVER	 	BC	 	V7Y 1E7	 	CA	 	604	 	682-5503	 	CAN GAP	 	Mall
	 *
	 	ROBSON ST-VANCOUVER	 	1121 ROBSON ST.	 		 	VANCOUVER	 	BC	 	V6E 1B5	 	CA	 	604	 	683-0906	 	CAN GAP	 	Street
	 *
	 	RICHMOND CENTRE-BC	 	6551 No. 3 Road	 	STE 1924	 	RICHMOND	 	BC	 	V6Y 2B9	 	CA	 	604	 	270-6747	 	CAN GAP	 	Mall
	 *
	 	METROPOLIS METROTWN	 	4700 KINGSWAY	 	2145	 	BURNABY	 	BC	 	V5H 4M1	 	CA	 	604	 	431-6559	 	CAN GAP	 	Mall
	 *
	 	GOVERMENT ST-VCTORIA	 	1319 GOVERNMENT STREET	 		 	VICTORIA	 	BC	 	V8W 1Y9	 	CA	 	250	 	920-9925	 	CAN GAP	 	Street
	 *
	 	PARK ROYAL S/C	 	640 PARK ROYAL SHOPPING CENTRE	 	640	 	VANCOUVER	 	BC	 	V7T 1H9	 	CA	 	604	 	925-3639	 	CAN GAP	 	Mall
	 *
	 	GUILDFORD T/C	 	2232 GUILDFORD TOWN	 	2232	 	SURREY	 	BC	 	V3R 7B9	 	CA	 	604	 	582-2522	 	CAN GAP	 	Mall
	 *
	 	ORCHARD PARK S/C	 	2271 HARVEY AVE	 	877	 	KELOWNA	 	BC	 	V1Y 6H2	 	CA	 	250	 	860-0151	 	CAN GAP	 	Mall
	 *
	 	OAKRIDGE CENTRE	 	650 WEST 41ST AVENUE	 	469	 	VANCOUVER	 	BC	 	V5Z 2M9	 	CA	 	604	 	264-7723	 	CAN GAP	 	Mall
	 *
	 	MONT BLANC	 	4308 Main Street	 	Unit 5	 	WHISTLER	 	BC	 	V0N 1B4	 	CA	 	604	 	938-6364	 	CAN GAP	 	Strip
	 *
	 	LOUGHEED	 	9855 Austin Avenue	 	111	 	BURNABY	 	BC	 	V3J 1N4	 	CA	 	604	 	415-9590	 	CAN GAP	 	Mall
	 *
	 	WILLOWBROOK - BC	 	19705 Fraser Highway	 	301	 	LANGLEY	 	BC	 	V3A 7E9	 	CA	 	604	 	514-0222	 	CAN GAP	 	Mall
	 *
	 	COQUITLAM CENTRE	 	2929 Barnet Highway	 		 	COQUITLAM	 	BC	 	V3B 5R5	 	CA	 	604	 	472-0101	 	CAN GAP	 	Mall
	 *
	 	SOUTHCENTRE - AB	 	100 Anderson Road South East	 	239	 	CALGARY	 	AB	 	T2J 3V1	 	CA	 	403	 	278-7200	 	CAN GAP	 	Mall
	 *
	 	CHINOOK CENTRE	 	6455 McCloud Trail South	 	150, 151	 	CALGARY	 	AB	 	T2H 0K8	 	CA	 	403	 	640-1303	 	CAN GAP	 	Mall
	 *
	 	MARKET	 	3625 SHAGNAPPI TRAIL	 	D01	 	CALGARY	 	AB	 	T3A 0E2	 	CA	 	403	 	288-5188	 	CAN GAP	 	Mall
	 *
	 	BOWER PLACE	 	4900 Molly Banister Drive	 	165	 	RED DEER	 	AB	 	T4R 1N9	 	CA	 	403	 	314-4050	 	CAN GAP	 	Mall
	 *
	 	PARK PL - LETHBRIDGE	 	501 FIRST AVE S	 	28	 	LETHBRIDGE	 	AB	 	T1H 4L9	 	CA	 	403	 	317-0444	 	CAN GAP	 	Mall
	 *
	 	CORNWALL CENTRE	 	2102 11th Avenue	 	Space #TT05	 	REGINA	 	SK	 	S4P 3Y6	 	CA	 	306	 	565-1870	 	CAN GAP	 	Mall
	 *
	 	MASONVILLE PLACE	 	1680 Richmond St. N	 	Space #U64A	 	LONDON	 	ON	 	N6G 3Y9	 	CA	 	519	 	673-1399	 	CAN GAP	 	Mall
	 *
	 	SOUTHGATE S/C - AB	 	11100 51st Avenue	 	10	 	EDMONTON	 	AB	 	T6H 4M6	 	CA	 	780	 	438-8845	 	CAN GAP	 	Mall
	 *
	 	KINGSWAY GARDEN	 	243 KINGSWAY GARDEN MALL	 	109 STREET AND KINGSWAY AVENUE	 	EDMONTON	 	AB	 	T5G 3A6	 	CA	 	780	 	471-1233	 	CAN GAP	 	Mall
	 *
	 	MIDTOWN PLAZA	 	201 21ST St E	 	T018	 	SASKATOON	 	SK	 	S7K 1J9	 	CA	 	306	 	653-8484	 	CAN GAP	 	Mall
	 *
	 	WEST EDMONTON	 	8882 170th Street	 	1622	 	EDMONTON	 	AB	 	T5T 4M2	 	CA	 	780	 	444-1616	 	CAN GAP	 	Mall
	 *
	 	EDMONTON CITY CTR W	 	10200-102ND AVE	 	D215	 	EDMONTON	 	AB	 	T5J 4B7	 	CA	 	780	 	429-3577	 	CAN GAP	 	Mall
	 *
	 	PRINCESS ST-KINGSTON	 	230-234 Princess St	 		 	KINGSTON	 	ON	 	K7L 1B2	 	CA	 	613	 	545-4046	 	CAN GAP	 	Street
	 *
	 	WHITE OAKS - ON	 	1105 Wellington Road South	 	70, 71	 	LONDON	 	ON	 	N6E 1V4	 	CA	 	519	 	685-1699	 	CAN GAP	 	Mall
	 *
	 	FAIRVIEW	 	1800 Sheppard Avenue East	 	Space #255	 	TORONTO	 	ON	 	M2J 5A7	 	CA	 	416	 	499-5919	 	CAN GAP	 	Mall
	 *
	 	LIMERIDGE	 	999 UPPER WENTWORTH ST	 	SPACE # 0274	 	HAMILTON	 	ON	 	L9A 4X5	 	CA	 	905	 	574-3444	 	CAN GAP	 	Mall
	 *
	 	OSHAWA CENTRE	 	419 KING STREET WEST	 	2445	 	OSHAWA	 	ON	 	L1J 2K5	 	CA	 	905	 	438-0865	 	CAN GAP	 	Mall
	 *
	 	FAIRVIEW PARK	 	2960 KINGSWAY DRIVE	 	SPACE K11-14	 	KITCHENER	 	ON	 	N2C 1X1	 	CA	 	519	 	895-2995	 	CAN GAP	 	Mall
	 *
	 	YORKDALE S/C	 	3401 DUFFERIN ST	 	UNIT #12	 	TORONTO	 	ON	 	M6A 2T9	 	CA	 	416	 	783-5684	 	CAN GAP	 	Mall
	 *
	 	BAYVIEW VILLAGE	 	2901 BAYVIEW AVE	 	41	 	WILLOWDALE	 	ON	 	M2K 1E6	 	CA	 	416	 	250-1958	 	CAN GAP	 	Mall



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	IBM/Gap Confidential	  	Page 75 of 77









 Exhibit D-17 - Canada Stores 
  

																							
	 Store #
	 	 Store Name
	 	 Address Line 1
	 	 Address Line 2
	 	 City
	 	 State
	 	 Zip Code
	 	 Country
	 	 Area
Code
	 	 Phone #
	 	 Division
	 	 Location
Type

	 *
	 	PROMENADE (THE)	 	1 Promenade Circle	 	Space #222, #224, #226	 	THORNHILL	 	ON	 	L4J 4P8	 	CA	 	905	 	886-9509	 	CAN GAP	 	Mall
	 *
	 	SHERWAY GARDENS	 	25 THE WEST MALL	 	164	 	ETOBICOKE	 	ON	 	M9C 1B8	 	CA	 	416	 	621-0239	 	CAN GAP	 	Mall
	 *
	 	ERIN MILLS T/C	 	5100 Erin Mills Parkway	 	B102	 	MISSISSAUGA	 	ON	 	L5M 4Z5	 	CA	 	905	 	569-6746	 	CAN GAP	 	Mall
	 *
	 	TORONTO EATON CENTRE	 	260 YONGE ST- E1	 	E-1	 	TORONTO	 	ON	 	M5B 2L9	 	CA	 	416	 	599-8802	 	CAN GAP	 	Mall
	 *
	 	MARKVILLE S/C	 	5000 HIGHWAY 7	 	E003	 	MARKHAM	 	ON	 	L3R 4M9	 	CA	 	905	 	513-6477	 	CAN GAP	 	Mall
	 *
	 	YONGE ST-TORONTO	 	2635-37 YONGE ST	 		 	TORONTO	 	ON	 	M4P 2J5	 	CA	 	416	 	487-1583	 	CAN GAP	 	Street
	 *
	 	PLACE D’ORLEANS	 	1101 Place D’Orleans Dr	 	1344	 	ORLEANS	 	ON	 	K1C 2L9	 	CA	 	613	 	834-8977	 	CAN GAP	 	Mall
	 *
	 	FIRST CANADIAN PLACE	 	100 KING ST W	 	CN22	 	TORONTO	 	ON	 	M5X 1C9	 	CA	 	416	 	777-1332	 	CAN GAP	 	Mall
	 *
	 	SCARBOROUGH T/C	 	300 Borough Drive	 	235	 	SCARBOROUGH	 	ON	 	M1P 4P5	 	CA	 	416	 	296-0528	 	CAN GAP	 	Mall
	 *
	 	SQUARE ONE - ON	 	100 CITY CENTRE DRIVE	 	100 CITY CENTRE DRIVE	 	MISSISSAUGA	 	ON	 	L5B 2C9	 	CA	 	905	 	277-2989	 	CAN GAP	 	Mall
	 *
	 	UPPER CANADA	 	17600 YONGE ST	 	SPACE CC5	 	NEWMARKET	 	ON	 	L3Y 4Z1	 	CA	 	905	 	836-1738	 	CAN GAP	 	Mall
	 *
	 	BRAMALEA CITY CENTRE	 	25 Peel Centre Drive	 	Space #217A	 	BRAMPTON	 	ON	 	L6T 3R5	 	CA	 	905	 	790-2100	 	CAN GAP	 	Mall
	 *
	 	MONTREAL EATON CNTR	 	705 St. Catherine Street West	 	3123	 	MONTREAL	 	QC	 	H3B 4G5	 	CA	 	514	 	281-5033	 	CAN GAP	 	Mall
	 *
	 	CARREFOUR LAVAL	 	3035 LE CARREFOUR BLVD	 	L00718	 	LAVAL	 	QC	 	H7T 1C8	 	CA	 	450	 	686-4027	 	CAN GAP	 	Mall
	 *
	 	FAIRVIEW PNTE CLAIRE	 	6801 TRANS CANADA HWY	 	B7-A	 	POINTE CLAIRE	 	QC	 	H9R 1C4	 	CA	 	514	 	426-8281	 	CAN GAP	 	Mall
	 *
	 	PROMENADE ST BRUNO	 	302 BOUL DES PROMENADES	 	B20	 	MONTARVILLE	 	QC	 	J3V 6A7	 	CA	 	450	 	441-7977	 	CAN GAP	 	Mall
	 *
	 	CENTRE ROCKLAND	 	2305 ROCKLAND ROAD	 	2040	 	MONTREAL	 	QC	 	H3P 3E9	 	CA	 	514	 	737-2334	 	CAN GAP	 	Mall
	 *
	 	ST DENIS ST-MONTREAL	 	4214 ST DENIS STREET	 		 	MONTREAL	 	QC	 	H3P 3E9	 	CA	 	514	 	848-0058	 	CAN GAP	 	Street
	 *
	 	RIDEAU CENTRE	 	50 RIDEAU CENTRE	 	SP #213	 	OTTAWA	 	ON	 	K1N 9J7	 	CA	 	613	 	569-4100	 	CAN GAP	 	Mall
	 *
	 	MIC MAC	 	21 MIC MAC BOULEVARD	 	300	 	DARTMOUTH	 	NS	 	B2W 4A3	 	CA	 	902	 	461-1116	 	CAN GAP	 	Mall
	 *
	 	AVALON	 	48 KENMOUNT RD	 		 	ST. JOHN’S	 	NF	 	A1B 1W3	 	CA	 	709	 	753-3007	 	CAN GAP	 	Mall
	 *
	 	STE CATHERINE ST W	 	1255-63 RUE STE-CATHERINE OUEST	 		 	MONTREAL	 	QC	 	H3G 1P3	 	CA	 	514	 	985-5311	 	CAN GAP	 	Street
	 *
	 	CHAMPLAIN-MONCTON	 	477 PAUL ST	 	H1	 	DIEPPE	 	NB	 	E1A 4X5	 	CA	 	506	 	382-6482	 	CAN GAP	 	Mall
	 *
	 	HALIFAX S/C	 	7001 Mumford Road, Tower 1 Su. 202	 	Tower 1 Su. 202	 	HALIFAX	 	NS	 	B3L 4N9	 	CA	 	902	 	453-9625	 	CAN GAP	 	Mall
	 *
	 	POLO PARK	 	1485 PORTAGE AVE	 	L115	 	WINNIPEG	 	MB	 	R3G 0W4	 	CA	 	204	 	775-5330	 	CAN GAP	 	Mall
	 *
	 	ST VITAL S/C	 	1225 St. Mary’s Rd	 	3	 	WINNIPEG	 	MB	 	R2M 5E5	 	CA	 	204	 	254-0001	 	CAN GAP	 	Mall
	 *
	 	PICKERING T/C	 	1355 KINGSTON RD	 	SPACE #67A	 	PICKERING	 	ON	 	L1V 1B8	 	CA	 	905	 	420-6335	 	CAN GAP	 	Mall
	 *
	 	CARREFOUR ANGRIGNON	 	7077 NEWMAN BLVD	 	SPACE #01120	 	MONTREAL	 	QC	 	H8N 1X1	 	CA	 	514	 	367-1114	 	CAN GAP	 	Mall
	 *
	 	TD SQUARE	 	317 7TH AVE SW	 	326	 	CALGARY	 	AB	 	T2P 2Y9	 	CA	 	403	 	206-9960	 	CAN GAP	 	Mall
	 *
	 	GALERIES CAPITALE	 	5401 BOULEVARD DE GALERIES	 		 	QUEBEC CITY	 	QC	 	G2K 1N4	 	CA	 	418	 	624-2862	 	CAN GAP	 	Mall
	 *
	 	YONGE ST & DUNDAS ST	 	302 YONGE ST	 		 	TORONTO	 	ON	 	M5B 1R5	 	CA	 	416	 	595-1306	 	CAN GAP	 	Street
	 *
	 	PLAZA CAROLINA	 	1 CAROLINA CT	 	105	 	CAROLINA	 	PR	 	00982	 	US	 	787	 	701-3900	 	US NAVY	 	Mall
	 *
	 	ST LAURENT S/C	 	1200 ST LAURENT BLVD	 		 	OTTAWA	 	ON	 	K1K 3B8	 	CA	 	613	 	746-1070	 	CAN GAP	 	Mall
	 *
	 	BLOOR ST-TORONTO	 	60 BLOOR ST W	 		 	TORONTO	 	ON	 	M4W 3B8	 	CA	 	416	 	921-2225	 	CAN GAP	 	Street



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	IBM/Gap Confidential	  	Page 76 of 77









 Exhibit D-17 - Canada Stores 
  

																							
	 Store #
	 	 Store Name
	 	 Address Line 1
	 	 Address Line 2
	 	 City
	 	 State
	 	 Zip Code
	 	 Country
	 	 Area
Code
	 	 Phone #
	 	 Division
	 	 Location
Type

	 *
	 	QUEEN STREET W - TOR	 	375 QUEEN ST W	 		 	TORONTO	 	ON	 	M5V 2A5	 	CA	 	416	 	591-3517	 	CAN GAP	 	Street
	 *
	 	GEORGIAN	 	509 BAYFIELD ST	 	H008	 	BARRIE	 	ON	 	L4M 4Z8	 	CA	 	705	 	728-9686	 	CAN GAP	 	Mall
	 *
	 	PLAZA DEL SOL	 	725 W MAIN AVE	 	350	 	BAYAMON	 	PR	 	00961-4470	 	US	 	787	 	778-2550	 	US NAVY	 	Mall
	 *
	 	PEN CENTRE	 	221 GLENDALE AVE AND HIGHWAY 406	 	SPACE #100 101	 	ST CATHERINES	 	ON	 	L2T 2K9	 	CA	 	905	 	682-3131	 	CAN GAP	 	Mall
	 *
	 	BAYSHORE S/C	 	100 BAYSHORE DR	 		 	NEPEAN	 	ON	 	K2B 8C1	 	CA	 	613	 	828-8131	 	CAN GAP	 	Mall
	 *
	 	DEVONSHIRE	 	3100 HOWARD AVE	 	SPACE #E11-E11A	 	WINDSOR	 	ON	 	N8X 3Y8	 	CA	 	519	 	250-6834	 	CAN GAP	 	Mall
	 *
	 	INTERCITY S/C	 	1000 FORT WILLIAM RD	 	SPACE #31CDE	 	THUNDER BAY	 	ON	 	P7B 6B9	 	CA	 	807	 	624-0500	 	CAN GAP	 	Mall
	 *
	 	CONESTOGA	 	550 KING ST N	 	E8	 	WATERLOO	 	ON	 	N2L 5W6	 	CA	 	519	 	746-8874	 	CAN GAP	 	Mall
	 *
	 	WOODGROVE CENTRE	 	6631 ISLAND HWY N	 	110	 	NANAIMO	 	BC	 	V9T 4T7	 	CA	 	250	 	390-6886	 	CAN GAP	 	Mall
	 *
	 	PLAZA LAS AMERICAS	 	525 AVE F D ROOSEVELT	 		 	SAN JUAN	 	PR	 	00918	 	US	 	787	 	294-0660	 	US NAVY	 	Mall
	 *
	 	PLACE ST FOY	 	2450 BOULEVARD LAURIER	 	E04	 	STE FOY	 	QC	 	G1V 2L1	 	CA	 	418	 	653-2100	 	CAN GAP	 	Mall
	 *
	 	SEVEN OAKS S/C	 	32900 S FRASER WAY	 	164	 	ABBOTSFORD	 	BC	 	V2S 5A1	 	CA	 	604	 	859-7700	 	CAN GAP	 	Mall
	 *
	 	HILLCREST MALL	 	9350 YONGE ST	 		 	RICHMOND HILL	 	ON	 	L4C 5G2	 	CA	 	905	 	770-5918	 	CAN GAP	 	Mall
	 *
	 	MAYFAIR S/C	 	3147 DOUGLAS ST	 		 	VICTORIA	 	BC	 	V8Z 6E3	 	CA	 	250	 	386-7723	 	CAN GAP	 	Mall

 Note: Duplicate addresses may appear above in this Exhibit, but for purposes of baseline counts they constitute a
single Store location. 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
		  	IBM/Gap Confidential	  	Page 77 of 77









 

 
 Exhibit D.18 – Refresh Schedule 
 to 
 Master Services Agreement 
 Dated: January 13, 2006 
 This document contains
confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap, Inc. and IBM, this document and the information contained herein may not be published, disclosed, or used for any other
purpose. 
  

					
	Exhibit D.18	 	Gap/IBM Confidential and Proprietary Information	 	Page 1








 

 
 1. GENERAL 
 1.1 Refresh
Schedule. This Exhibit D.18 (Refresh Schedule) of the Master Services Agreement dated as of the Reference Date between Gap and Supplier (the “Agreement”) describes the Parties’ responsibilities with respect to Equipment refresh. In
general, Supplier shall pay for the Equipment and perform all refresh services for the Equipment for which Supplier is financially responsible in Section 3 (Supplier Refresh Cycle) and Gap shall pay for the Equipment and Supplier shall perform
all refresh services for the Equipment for which Gap is financially responsible in Section 4 (Gap Refresh Cycle), unless otherwise expressly set forth in the Agreement. 
 1.2 Section References. Unless otherwise specified, Section references in this Exhibit D.18 refer to the Sections of this Exhibit D.18. 
 1.3 Definitions. Capitalized terms used and not otherwise defined in this Exhibit D.18 have the meanings given them in the Agreement. 
 2. GENERAL REFRESH RESPONSIBILITIES 
 2.1. Supplier’s responsibilities with respect to Equipment refresh shall be
as follows: 
  

	 	(a)	As required to comply with the Agreement, including Section 3.13 (Technology Refresh Services) of the Agreement; 

  

	 	(b)	As set forth in any Functional Service Area Statement of Work; and 

  

	 	(c)	Performing the processes required to support the refresh of the applicable Equipment for which Supplier or Gap is financially responsible, including: 

  

	 	(i)	performing planning and associated change event management, and problem management as necessary; and 

  

	 	(ii)	deinstalling, installing, reinstalling, configuring, and staging Equipment as necessary to complete the refresh. 

 The foregoing activities will be performed in accordance with Project plan(s) and schedule(s), which are to be developed during Transition, for
implementing the refresh cycles, as set forth in Section 3 (Supplier Refresh Cycle) and Section 4 (Gap Refresh Cycle) (collectively the “Refresh Matrix”). *. 
  

	 	(d)	Refreshing Equipment in accordance with the Refresh Matrix; 

  

	 	(e)	Specifying annually the Equipment Supplier will refresh, with implementation timeframes and dates that are in accordance with the Refresh Matrix; 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

					
	Exhibit D.18	 	Gap/IBM Confidential and Proprietary Information	 	Page 2








 

 
  

	 	(f)	Providing accurate and reliable inventory records for Equipment installed during the refresh process; 

  

	 	(g)	Without limiting the generality of Supplier’s obligations to refresh in accordance with the Refresh Matrix, Supplier shall refresh obsolete Equipment to facilitate the ongoing
delivery of the Services, including compliance with Service Levels, in accordance with the Agreement. 

  

	 	(h)	Minimizing end user downtime during the refresh process by implementing a set of standard processes and effective tools; 

  

	 	(i)	Coordinating the production, documentation and distribution of the technology refresh plan; 

  

	 	(j)	Identify opportunities to effectively deploy new technology for Gap to enhance Gap savings and Supplier’s value delivery and bring proposals to Gap for review; and


  

	 	(k)	Deploying new Equipment technology and services to meet Gap’s business requirements as mutually agreed. 

 2.2. Refresh Terms 
  

	 	(a)	Supplier’s obligation for refresh in accordance with this Exhibit D.18 shall apply *, except as the Parties otherwise may agree in writing. 

  

	 	(b)	Equipment that is replaced with new Equipment as a part of Supplier performing consolidation and/or problem remediation will be considered refreshed equipment.


  

	 	(c)	Supplier will refresh Equipment as set forth in this Exhibit D.18 with new Supplier or third party owned or leased Equipment. 

  

	 	(d)	Gap will be responsible for the costs of disposal and shipping of all Gap owned and leased Equipment. 

  

	 	(e)	Supplier will be responsible for the costs of disposal and shipping of all Supplier owned and leased Equipment. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

					
	Exhibit D.18	 	Gap/IBM Confidential and Proprietary Information	 	Page 3








 

 
 3. SUPPLIER REFRESH CYCLE 
 The Refresh Cycle below describes the frequency of Supplier’s refresh obligations by device type. Baselines quantities will be established and reconciled upon the completion of the physical inventory counts conducted by Supplier.

  

			
	 Device Type
	 	 Refresh Cycle

	Mainframe	 	 *

		
	 Midrange
 *
 (includes all internal server system components)
	 	


 *

		
	 Midrange
 *
 (includes all internal server system components)
	 	


 *

		
	 Storage
 *
	 	
 *

		
	 Stores Data Network
 *
	 	
 *

		
	 Non-Store Data Networks
 *
	 	
 *


 3.1. The Supplier Refresh Cycle represents Supplier’s commitment in refreshing Equipment. The
refresh frequency, or Refresh Cycle, as to servers and storage is initially set in the Storage refresh plan and Server Consolidation Plan to be completed during Transition, and thereafter based upon the Refresh Matrix, e.g., after Supplier’s
initial install of new storage, it will be refreshed within *. In the event Gap wishes to modify the scheduling of the single refresh of non-store data network equipment, as set forth in the Refresh Matrix, Supplier will, upon Gap request, perform
an analysis of the potential implications of such modification and evaluate the results of that analysis with Gap to assist in determining the preferred refresh schedule. 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

					
	Exhibit D.18	 	Gap/IBM Confidential and Proprietary Information	 	Page 4








 

 
 3.2. The Server Refresh Cycle is a guideline for the refresh of the server environment and is consistent with
the consolidation plan reflected in the baselines. To the extent that there is inconsistency between the server baselines and the server refresh numbers, the server baselines will prevail. 
 3.3. Store based *, which are considered Store Data Network devices, will be provided in the first * of the Term with Depot Service provided for the
remainder of the Term. 
 3.4. The data network will utilize Supplier’s standard practices and procedures for * patches and updates.
Those deemed critical for security or other reasons will be reviewed with Gap and then applied as *, or such other responsible Equipment Vendor, makes them available. Those deemed non-critical are scheduled for routine application through the Change
Management process, identified in Section 5 (Change Management) of Exhibit A.2 (Cross-Functional Services) of the Agreement, with the goal of having all router platforms at a consistent * level as appropriate per platform for the Term.

 4. GAP REFRESH CYCLE 
 The Refresh Cycle below describes the frequency of Gap’s refresh obligations by device type. 
  

			
	Warehouse Devices	 	*
		
	Workstations	 	*
		
	POS Devices	 	*
		
	PDAs	 	*

 4.1. The Gap Refresh Cycle represents Gap’s financial responsibility for the cost of the
refreshed equipment, which includes the purchase of a * on-site warranty and is preloaded with the Golden Image. 
 4.2. Supplier will
provide (i) installation support for the Gap refreshed equipment, excluding handsets, as detailed in Exhibit A.4 (End User Support Services) of the Agreement; and (ii) ongoing IT Support for all Gap refreshed equipment. 
 4.3. Gap Workstations will normally follow a * refresh cycle. However, Gap retains the flexibility to not refresh workstations. Workstations falling off
warranty support will move to the “Off-warranty” baseline where * hardware maintenance charges are taken into account. If Gap deems necessary, workstations may also fall off both warranty and hardware maintenance and Supplier will handle
hardware break/fix under Time & Materials. Workstation support will be provided as described in Exhibit A.4 (End User Support Services) of the Agreement. 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

					
	Exhibit D.18	 	Gap/IBM Confidential and Proprietary Information	 	Page 5








 

 
 Exhibit D.19 – Systems Operation Schedule 
 to 
 Master Services Agreement 
 This document contains confidential and proprietary information of The Gap, Inc. and Supplier. Except with the express prior written permission of The Gap, Inc. and
Supplier, this document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  

					
	 Exhibit D.19
	  	Gap/IBM Confidential and Proprietary Information	  	








 

 
 This Exhibit D.19 (Systems Operation Schedule) is an exhibit to the Master Services Agreement dated as of the Reference Date
between Gap and Supplier (the “Agreement”). Capitalized terms used herein but not otherwise defined herein have the meanings given in the Agreement. Supplier shall provide each of the Services set forth below during the Service Hours
specified in the following chart. All times are Local Time (unless otherwise specified per Implementation Agreements pursuant to the Change Control Procedures). This Exhibit D.19 will be updated by the Parties in detail during the Transition.

  

							
	 Service
	  	Scheduled
Hours	  	Scheduled Maintenance
Windows	  	Notes
	 Data Center
	  		  		  	
				
	 - Data Center
	  	*	  	*	  	*
				
	 Mainframe
	  		  		  	

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

					
	 Exhibit D.19
	  	Gap/IBM Confidential and Proprietary Information	  	Page 2








 

 
  

							
	 Service
	  	 Scheduled
 Hours
	  	Scheduled Maintenance
Windows	  	Notes
	 - Mainframe
	  	 *
	  	*	  	*
				
	 Servers
	  		  		  	
				
	 - Servers
	  	 *
	  	*	  	*
				
	 Network (Data Services)
	  		  		  	
				
	 - WANs
	  	 *
	  	*	  	*
				
	 - LANs
	  	 *
	  	*	  	*
				
	 Network (Voice Services)
	  		  		  	
				
	 - PBXs, Key Systems
	  	 *
	  	*	  	*
				
	 - Voice IMACs
	  	 *
	  	*	  	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

					
	 Exhibit D.19
	  	Gap/IBM Confidential and Proprietary Information	  	Page 3








 

 
  

							
	 Service
	  	 Scheduled
 Hours
	  	Scheduled Maintenance
Windows	  	Notes
				
	 - On-site Support Services
	  	 *
	  	*	  	*
				
	 Corporate Help Desk
	  		  		  	
				
	 - Corporate Help Desk
	  	 *
	  	*	  	*
				
	 EUC Corporate On-site Services
	  		  		  	
				
	 - IMACs
	  	 *
	  	*	  	*
				
	 - On-site Support Services
	  	 *
	  	*	  	*
				
	 Distribution Center Services
	  		  		  	
				
	 - On-site Support
	  	 *
	  	*	  	*
				
	 - On-site Maintenance Services
	  	
 *
	  	
 *
	  	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

					
	 Exhibit D.19
	  	Gap/IBM Confidential and Proprietary Information	  	Page 4








 

 
  

							
	 Service
	  	 Scheduled
 Hours
	  	Scheduled Maintenance
Windows	  	Notes
	 Store Services
	  		  		  	
				
	 - On-site Maintenance Services
	  	 *
	  	*	  	*
				
	 - IBM Level 2 Stores Help Desk
	  	 *
	  	*	  	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

					
	 Exhibit D.19
	  	Gap/IBM Confidential and Proprietary Information	  	Page 5








 

 
  

					
	 Exhibit D.19
	  	Gap/IBM Confidential and Proprietary Information	  	Page 6








 

 
 Exhibit D.20 – Supplier Locations 
 to 
 Master Services Agreement 
 This document contains confidential and proprietary information of The Gap, Inc. and Supplier. Except with the express prior written permission of The Gap, Inc. and
Supplier, this document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  

					
	 Exhibit D.20
	 	Gap/IBM Confidential and Proprietary Information	 	








 

 
 SUPPLIER LOCATIONS 
  

	1.	HELP DESK LOCATIONS 

  

	*	

  

	2.	SERVICE DELIVERY 

  

	*	

  

	3.	DISASTER RECOVERY 

  

	*	

 Note: Resources from other IBM locations may also be leveraged as needed
for activities related to Supplier’s delivery of Services. 


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

					
	 Exhibit D.20
	 	Gap/IBM Confidential and Proprietary Information	 	Page 1 of 1








 

 
 Exhibit D.21 – Approved Benchmarkers 
 to 
 Master Services Agreement 
 This document contains confidential and proprietary information of The Gap, Inc. and Supplier. Except with the express prior written permission of The Gap, Inc. and
Supplier, this document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  

					
	 Exhibit D.21
	 	Gap/IBM Confidential and Proprietary Information	 	








 

 
 This Exhibit D.21 (Approved Benchmarkers) of the Master Services Agreement dated as of the Reference Date between Gap and
Supplier (the “Agreement”) sets forth the following Benchmarkers which are approved by the Parties for use by Gap in conducting benchmarking activities as set forth in and in accordance with the Agreement. 
  

	 	1.	Gartner Group 

  

					
	 Exhibit D.21
	 	Gap/IBM Confidential and Proprietary Information	 	Page 2








 

 
 Exhibit D.22 – Gap Data Centers 
 to 
 Master Services Agreement 
 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap, Inc. and IBM, this
document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  

					
	 Exhibit D.22
	 	Gap/IBM Confidential and Proprietary Information	 	








 

 
 This Exhibit D.22 (Gap Data Centers) sets forth below the Gap Data Centers. 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

					
	 Exhibit D.22
	 	Gap/IBM Confidential and Proprietary Information	 	Page 2








 

 
 Exhibit D.23 – Subcontractors 
 to 
 Master Services Agreement 
 This document contains confidential and proprietary information of The Gap, Inc. and Supplier. Except with the express prior written permission of The Gap, Inc. and
Supplier, this document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  

					
	Exhibit D.23	 	Gap/IBM Confidential and Proprietary Information	 	








 

 
 This Exhibit D.23 (Subcontractors) of the Master Services Agreement dated as of the Reference Date between Gap and Supplier
(the “Agreement”) sets forth the current approved Subcontractors which may be utilized by Supplier to provide the Services, unless expressly provided otherwise in the Agreement. 
 1.0 Subcontractors for Existing Services 
 For purposes of this
Exhibit D.23 and the Services contemplated under the Agreement, any and all subcontractors providing the in-scope Services to Gap as of the Reference Date shall continue to be considered approved Subcontractors following the Reference Date, unless
otherwise mutually agreed by Gap and Supplier. 
 2.0 Specific Subcontractors Identified by Supplier Based on Scope of Services 
  

	 	2.1	Sprint 

  

	 	2.2	Symbol 

  

	 	2.3	Iron Mountain 

  

	 	2.4	OAO 

 3.0 Standard Subcontractors Typically Employed by Supplier for
Similar Services 
 For purposes of this Exhibit D.23 and the Services contemplated under the Agreement, the following list of standard Subcontractors
typically utilized by Supplier to perform outsourcing activities similar to those included in the scope of the Services shall be considered approved Subcontractors, unless otherwise mutually agreed by Gap and Supplier. 
 Ajilon, Analysts International Corp, Apollo Consulting Services Corp., Alternative Resources Corp., Artech Information Systems, LLC., CDI Corp, Computer Generated
Solutions, Global Consultants, Inc., Infinite Computer Solutions, Inc., Manpower Inc., SAI People Solutions, Inc., Spherion Atlantic, Synova Corp. 
  

					
	Exhibit D.23	 	Gap/IBM Confidential and Proprietary Information	 	Page 2








 

 
 Exhibit D.24 – Base Case 
 to 
 Master Services Agreement 
 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap, Inc. and IBM, this
document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  

					
	Exhibit D.24	 	Gap/IBM Confidential and Proprietary Information	 	








 

 
 Exhibit D.24 – Base Case 
 Attached to this Exhibit D.24 (Base Case) are the following: 
  

	 	1.	Base Case Overview – See attached * [14 pages] 

  

	 	2.	Base Case – See attached * [17 pages] 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

					
	Exhibit D.24	 	Gap/IBM Confidential and Proprietary Information	 	Page 2








 

 
 Exhibit D.25 – Gap Work Procedures 
 to 
 Master Services Agreement 
 This document contains confidential and proprietary information of The Gap, Inc. and Supplier. Except with the express prior written permission of The Gap, Inc. and
Supplier, this document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  

					
	Exhibit D.25	 	Gap/IBM Confidential and Proprietary Information	 	









	1.	GENERAL 

  

	 	1.1	This Exhibit D.25 (Gap Work Procedures) of the Master Services Agreement dated as of the Reference Date between Gap and Supplier (the “Agreement”) sets forth the Gap work
procedures in use at Gap as of the Reference Date, with respect to the Services, unless expressly provided otherwise in the Agreement or the Statements of Work. This Exhibit D.25 may be updated during the Term using the Change Management process as
described in Exhibit A.2 (Cross Functional Services) of the Agreement. 

  

	 	1.2	Section References. Unless otherwise specified, Section references in this Exhibit D.25 refer to the Sections of this Exhibit D.25 

  

	 	1.3	Definitions. Capitalized terms used and not otherwise defined in this Exhibit D.25 have the meanings given them in the Agreement. 

  

	2.	GAP WORK PROCEDURES 

 The current Gap work procedures in use as of
the Reference Date are reflected in the following referenced document, as they may be updated from time to time by Gap. 
 Gap Inc. IT
Contractor Work Rules 2005 
 * [3 pages] 


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

					
	Exhibit D.25	 	Gap/IBM Confidential and Proprietary Information	 	Page 1








 

 
 Exhibit E – Innovation Center 
 To 
 Master Services Agreement 
 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap, Inc. and IBM, this
document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  

					
	 	 	Gap/IBM Confidential and Proprietary Information	 	 








 

 
  

	I.	INTRODUCTION 

  

	 	(a)	The Gap Innovation Center (the “IC”) is a jointly-staffed organization that focuses on delivering competitive advantage to Gap – driving innovation and
transformation, while supporting the alignment of business and technology strategies. It will provide Gap with access to leading technologies, best practices, and expertise from the worldwide experience of Supplier and our business partners.


  

	 	(b)	Capitalized words not defined herein shall have the meanings set forth in the Master Services Agreement, between Gap and Supplier dated as of the Reference Date (the
“Agreement”), and all Exhibits attached thereto. 

  

	II.	MISSION 

  

	 	(a)	The mission of the IC is to enable Gap to gain the greatest possible business value from the innovative use of technology by: 

  

	 	(1)	Support of evolving and emerging Gap business initiatives by bringing together leading ideas and technologies, and precipitating their smooth migration from concept, to
proof-of-concept. 

  

	 	(2)	Providing insight into new internal and external business technology-driven opportunities. 

  

	 	(b)	The IC value proposition includes its ability to: 

  

	 	(1)	Leverage talent from Supplier for strategic Gap initiatives. 

  

	 	(2)	Provide access to Supplier’s understanding of trends and directions for technology and business. 

  

	 	(3)	Synthesize across business and technology organizations. 

  

	III.	RISK/REWARD MODEL 

  

	 	(a)	This IC structure will consist of staff contributed by Supplier and by Gap, to source appropriate initiatives and provide overall program management as depicted below. Co-leaders
from Gap and Supplier should be identified and committed by the Parties to supporting the effort. The staff will be supported by a virtual team of subject matter experts drawn upon from both Supplier and Gap. To be most effective, active
participation is required from Gap’s technology infrastructure organization, its lines of business and its technology governance organizations. 

  

					
	Exhibit E	 	Gap/IBM Confidential and Proprietary Information	 	Page 1








 

 
  

							
	 	  	 Gap Inc.
	  	 IBM
	  	 Commitment

	Steering Committee	  	 •   CIO
	  	 •   Innovation Exec
	  	 •   Quarterly Meetings

		  	 •   Brand Reps
 •   IT Executives
	  	 •   Research Exec
 •   Retail Exec
	  	 •   Time Commitment of 8 hours/quarter

		  	 •   Innovation Center Leader
	  	 •   Innovation Center Lead
	  	 •   Provide resources, focus, sponsorship, etc...

				
	Innovation Team	  	 •   Innovation Team Lead
	  	 •   Innovation Team Lead
	  	 •   Daily/weekly Meetings

		  	 •   Architecture
 •   Strategy
	  	 •   Research
 •   Retail
	  	 •   Time Commitment to be determined

		  	 •   Project Management
	  		  	

  

	 	(b)	IC initiatives may be drawn from any of the lines of business or functions within Gap, with specific topics agreed to by Gap and Supplier. The ability to apply IC results to
multiple lines of business and the ultimate impact on infrastructure are important factors in rating the desirability of an initiative. Each IC initiative should have both a business and a technology sponsor to provide overall guidance for the
effort and to assure its relevance to the organization. 

  

	 	(c)	The IC process is designed to evaluate and test feasibility. Once the IC establishes that a viable approach exists to address a particular strategic opportunity, which Gap chooses
to pursue, then the initiative would only continue if Approved by Gap as a NRI or, as applicable, proposal for New Services. Use of the IC does not guarantee the identification or actual implementation of any of the reviewed initiatives.


  

	IV.	SUPPLIER RESPONSIBILITIES 

  

	 	(a)	Supplier shall staff the IC with the equivalent of two (2) full-time equivalent personnel resources. Additional dedicated IC personnel resources requested and Approved by Gap
shall be subject to additional charges in accordance with the mutually agreed upon Statement of Work. For the avoidance of doubt, the use of multiple Supplier subject matter experts in connection with IC initiatives shall not result in additional
Charges to Gap if the cumulative staffing remains within the two (2) full-time equivalent personnel metric referenced above. 

  

	 	(b)	The IC is intended to provide access to a large, virtual pool of specialists. Supplier shall work with retained Gap staff to identify IT strategic directions that relate to Gap.


  

	V.	GAP RESPONSIBILITIES 

 Gap’s responsibilities
with respect to the implementation of the IC shall be as follows: 
  

	 	(a)	Provide space at Gap office for Supplier and Gap IC staff; 

  

					
	Exhibit E	 	Gap/IBM Confidential and Proprietary Information	 	Page 2








 

 
  

	 	(b)	Provide active participation in selected IC initiatives from Gap’s technology organization and its lines of business leadership; 

  

	 	(c)	Provide appropriate sponsorship for the IC to provide overall guidance for the effort and to assure its relevance to Gap; and 

  

	 	(d)	Should Gap determine to pursue a strategic opportunity identified by the IC, Gap will submit a non-confidential description of the IC Services that it proposes be provided. The
Parties will then meet and confer to jointly develop a mutually agreeable Statement of Work describing the IC Services to be performed. Such Statement of Work shall not modify the terms of the Agreement as to confidentiality, intellectual property
ownership, or limitation of liability unless such modification is approved by Gap’s General Counsel or his/her designee. 

  

	VI.	IC IMPLEMENTATION 

 Within one hundred and twenty
(120) calendar days following the Initiation Date, the Parties will: 
  

	 	(a)	Document and agree on detailed governance, roles, resources, milestones, and measurements; 

  

	 	(b)	Identify specific Supplier and Gap individuals to lead and staff the IC; and 

  

	 	(c)	Commence operation of the IC, including the first scheduled meeting and identifying the first set of themes and directions for consideration. 

  

	VII.	IC INITIATIVE INITIATION 

 Pending modification to
this IC initiative initiation process resulting from the detailed IC governance process described in Section 6 (IC Implementation), IC initiative Statements of Work must be approved by the Gap Chief Information Officer and as provided in
Section V(d) above. Until such time as Supplier provides written notification (not electronic) to the Gap Infrastructure Partnership Executive, with copy to the Gap Chief Information Officer, identifying a specific Innovation Center meeting and
purpose with a listing of Supplier representatives that are expected to participate in such meeting, efforts of the Parties in connection with the Statement of Work development shall not be deemed “developed pursuant to the Innovation Center
Protocol” as provided in Section 22.3A (Joint Patent And Patent License Rights) of the Agreement. Upon receipt of such notice, all efforts associated with the meeting and subsequent agreed upon projects resulting from the meeting shall be
deemed “developed pursuant to the Innovation Center Protocol” as provided in Section 22.3A (Joint Patent And Patent License Rights) of the Agreement. 
  

					
	Exhibit E	 	Gap/IBM Confidential and Proprietary Information	 	Page 3








 

 
 Exhibit F – Form of Implementation Agreement 
 To 
 Master Services Agreement

 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap,
Inc. and IBM, this document and the information contained herein may not be published, disclosed, or used for any other purpose. 







 FORM OF IMPLEMENTATION AGREEMENT 
 This Implementation Agreement (“Implementation Agreement”) is entered into between The Gap, Inc., a Delaware corporation, (“Gap
In-Country Affiliate”) and International Business Machines, a New York Corporation (“Supplier In-Country Affiliate”) (collectively, the “Parties”) and is effective as of
                            ,
             (the “Initiation Date”) as to all Services provided under the Master Agreement. 
 In consideration of the mutual covenants and agreements contained herein, the Parties hereto agree as follows: 
  

	 	1.	Implementation Agreement. 

 Except for those country
specific terms and conditions set forth herein, this Implementation Agreement expressly incorporates by reference all the terms and conditions of the Master Services Agreement dated for reference as of
                            ,
             between The Gap, Inc. and International Business Machines Corporation (the “Master Agreement”). 
 1.1 General. This Implementation Agreement governs the provision of the Services by Supplier In-Country Affiliate to the Gap
In-Country Affiliate in the United States (the “Country”). The Supplier In-Country Affiliate and the Gap In-Country Affiliate will not have any rights or obligations, including the providing or receiving of Services, unless and
until each sign this Implementation Agreement. 
 1.2 English Language. This Implementation Agreement and the Master
Agreement are: (i) written and were negotiated in English; (ii) the complete and exclusive agreement between the Parties regarding the subject matter of this Implementation Agreement; and (iii) replace any prior oral or written
communications between the Parties with respect to the subject matter of this Implementation Agreement. Any inconsistency with regard to the translation of this Implementation Agreement or the Master Agreement shall be resolved by utilizing the
English language. 
 1.3 Certain References. All references in the Master Agreement to its Schedules and Exhibits shall
mean the Schedules and Exhibits attached to the Master Agreement as modified by the Schedules and Exhibits attached hereto. All references in the Exhibits or Schedules attached hereto to “IBM”, “Supplier” or
“Outsourcer” shall mean International Business Machines and all references in the Schedules to Gap shall mean The Gap, Inc. All capitalized terms not defined in this Implementation Agreement shall have the meaning as set forth in the
Master Agreement. 
  

	2.	Term. 

 This Agreement is coterminous with
the Master Agreement. 








	3.	Country Specific Terms and Conditions. 

 The
following modifications to the Master Agreement are specifically mandated by the laws, rules, regulations, directives, company human resource policies, and/or statutes of the Country: 
 3.1 Human Resources. [None/See Schedule 3.1.] 
 3.2 Data Protection. [None/See Schedule 3.2.] 
 3.3 Taxes. [None/See Schedule 3.3.] 
 3.4 Other Mandated Requirements. [None/See Schedule 3.4.] 
  

	4.	Other Country Specific Terms and Conditions. 

 The following subsections amend the terms of the Master Agreement: 
 4.1 Invoices. [None/See Schedule 4.1.]

 4.2 Assignment and Assumption of Technology Assets. [None/See Schedule 4.2.] 
 4.3 Provision Required to Establish Jurisdiction and Venue as Set Forth in Section 46.3 (Venue and Jurisdiction) of the Master
Agreement. [None/See Schedule 4.3.] 
 4.4 Gap General Counsel Approved Modifications. [None/See
Schedule 4.4.] 
 4.5 Additional Notices. [None/See Schedule 4.5.] 
 [Signature Page Follows] 







 IN WITNESS WHEREOF, the parties have executed this Implementation Agreement to become effective as set
forth in the preamble. 
  

									
	THE GAP, INC.	 		 	 INTERNATIONAL BUSINESS
 MACHINES
CORPORATION

					
	By:	 	  
	 		 	By:	 	  

					
	Name:	 	  
	 		 	Name:	 	  

					
	Title:	 	  
	 		 	Title:	 	  

					
	Date:	 	  
	 		 	Date:	 	  

			
	Address:	 		 	Address:








 SCHEDULE 3.1 
 (HUMAN RESOURCES) 
 None. 







 SCHEDULE 3.2 
 (DATA PROTECTION) 
 None. 







 SCHEDULE 3.3 
 (TAXES) 
 None. 







 SCHEDULE 3.4 
 (OTHER MANDATED REQUIREMENTS) 
 None. 







 SCHEDULE 4.1 
 (INVOICES) 
 None. 







 SCHEDULE 4.2 
 (ASSIGNMENT AND ASSUMPTION OF TECHNOLOGY ASSETS) 
 None. 







 SCHEDULE 4.3 
 (PROVISIONS REQUIRED TO ESTABLISH JURISDICTION AND 
 VENUE AS SET FORTH IN SECTION 46.3 (VENUE AND
JURISDICTION) 
 OF THE MASTER AGREEMENT) 
 None. 







 SCHEDULE 4.4 
 (GAP GENERAL COUNSEL APPROVED MODIFICATIONS) 
 None. 







 SCHEDULE 4.5 
 (ADDITIONAL NOTICES) 
 None. 







 

 
 Exhibit G – Service Recipients 
 to 
 Master Services Agreement 
 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap, Inc. and IBM, this
document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  

					
	Exhibit G	 	Gap/IBM Confidential and Proprietary Information	 	








 

 
 Exhibit G 
 Service Recipients 
 [RESERVED] 
  

					
	Exhibit G	 	Gap/IBM Confidential and Proprietary Information	 	Page 2









 

 
  

 Exhibit H – Human Resources 
 to 
 Master Services Agreement 
 Dated: January 13, 2006 
 This document contains
confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap, Inc. and IBM, this document and the information contained herein may not be published, disclosed, or used for any other
purpose. 
  


					
	 Exhibit H
	 	Gap/IBM Confidential and Proprietary Information	 	










 

 
  

 TABLE OF CONTENTS 
  

					
	  	  	 	  	Page
	I.	  	General Terms	  	1
			
	II.	  	Supplier Indemnity	  	1
			
	III.	  	Gap Indemnity	  	3
			
	IV.	  	Definitions	  	5
			
	V.	  	Hiring Requirements	  	7
			
	VI.	  	Employee Transition Process	  	8
			
	VII.	  	Terms of Employment	  	11
			
	VIII.	  	Employee Benefits	  	13
			
	IX.	  	Human Resources Representative	  	16

  


					
	 Exhibit H
	 	Gap/IBM Confidential and Proprietary Information	 	Page i










 

 
  


	I.	GENERAL TERMS 

  

	 	1.1	This Exhibit H (Human Resources) to the Agreement (this “Exhibit H”) contains agreed to provisions affecting Supplier’s offers of employment to Affected Employees,
terms and conditions of Supplier’s employment of Transitioned Employees on and after their respective Supplier Employment Dates, and Supplier employee benefits to be provided to the Transitioned Employees under the Agreement. Nothing in this
Exhibit H is intended to create any right or cause of action in or on behalf of any person or entity other than Gap and Supplier. 

  

	 	1.2	Notwithstanding any of the provisions set forth herein, it is the intent of the Parties that Gap will have all rights, responsibilities and obligations as the employer of the
Affected Employees until, but not beyond, the Supplier Employment Date, and that Supplier shall have all rights, responsibilities and obligations as the employer of the Transitioned Employees commencing with the Supplier Employment Date.


  

	 	1.3	Unless otherwise specified, all provisions set forth in this Exhibit H will apply to all Affected Employees and Transitioned Employees, regardless of their location in the United
States or Canada. 

  

	 	1.4	Attachments. The following additional attachments are hereby incorporated into this Exhibit H by reference: 

  

	 	  	Attachment H.1 Affected Employees 

  

	 	  	Attachment H.2 Critical Support Personnel 

  

	II.	SUPPLIER INDEMNITY 

  

	 	2.1	At Supplier’s expense and as described herein, Supplier agrees to defend and indemnify (as set forth in this Section II (Supplier Indemnity)) Gap, its Affiliates and its
Subcontractors (and their respective directors, officers, agents, and employees) from and against any third party claims, actions, or proceedings (and liability, damages, costs, or expenses arising under such third party claims, actions, or
proceedings): 

  

	 	(a)	Arising or resulting from the employment of Supplier Personnel by Supplier, Supplier Affiliates or Subcontractors during the period of their employment by Supplier, Supplier
Affiliates or Subcontractors including third party claims based on Supplier’s obligations, if any, as set forth in Sections VII (Terms of Employment) and VIII (Employee Benefits) of this Exhibit H, with respect to Affected or Transitioned
Employees including (1) liability for any social security or other employment taxes, workers’ compensation claims and premium payments, and contributions applicable to the wages and salaries of such Supplier Personnel; (2) payment or
failure to pay any salary, wages or other cash compensation due and owing to any Supplier Personnel; (3) Supplier’s failure to pay employee 

  


					
	 Exhibit H
	 	Gap/IBM Confidential and Proprietary Information	 	Page 1










 

 
  

 pension or other benefits of any Supplier Personnel; or (4) other acts or omissions of
Supplier, Supplier Affiliates or Subcontractors in their capacity as an employer of Supplier Personnel or the termination of such relationship, including claims for wrongful discharge, and claims for breach of an express or implied employment
contract, tortious breach of contract or other tortious claims arising out of the employment, failure to employ or the termination of any Supplier Personnel; and/or 
  

	 	(b)	Liability arising or resulting from representations, whether oral or written, to Affected or Transitioned Employees by Supplier, Supplier Affiliates or Subcontractors, or their
respective officers, directors, employees, representatives or agents, occurring after the Joint Announcement Date. 

 (For
purposes of this Section II (Supplier Indemnity), subsections 2.1(a) and (b) above are hereafter collectively referred to as “Supplier Third Party Claim(s).”) 
  

	 	(c)	For avoidance of doubt, a claim brought by an Affected or Transitioned Employee against Gap that otherwise qualifies as a Supplier Third Party Claim shall continue to be deemed a
Supplier Third Party Claim as to Gap irrespective of the fact it was brought by an Affected or Transitioned Employee. 

  

	 	2.2	Supplier shall pay all amounts that a court finally awards to a third party or that Supplier agrees to in settlement with a third party of any such Supplier Third Party Claim(s), as
well as any and all reasonable attorneys’ fees and costs of investigation arising from such Supplier Third Party Claim(s) incurred by Gap or any other party indemnified under this Section II (Supplier Indemnity) associated with such Supplier
Third Party Claim and incurred prior to Supplier’s assumption of the defense against any Supplier Third Party Claim. After Supplier assumes the defense against any Supplier Third Party Claim in accordance with this Section II (Supplier
Indemnity), Supplier shall not be responsible for the payment of expenses or charges incurred by Gap in connection with such Supplier Third Party Claim, except: 

  

	 	(a)	To the extent Supplier pre-approves any such charge or expense after Supplier assumes control of the defense of such Supplier Third Party Claim; provided, however, such approval by
Supplier is not to be unreasonably withheld; or 

  

	 	(b)	Charges or expenses incurred by Gap in connection with the cooperation by any Gap employee with Supplier’s defense to the extent such cooperation materially disrupts or
interferes with the performance of such employee’s job, in which case Supplier shall reimburse Gap for the employee’s actual expenses and time at a rate to be agreed to by the Parties in advance. 

  


					
	 Exhibit H
	 	Gap/IBM Confidential and Proprietary Information	 	Page 2










 

 
  


	 	2.3	Supplier’s obligation to defend and indemnify Gap, as applicable, pursuant to this Exhibit H shall be subject to Gap having given Supplier (a) prompt written notice of the
claim, of the commencement of the claim or of the commencement of the related action, as the case may be; (b) information and reasonable assistance, at Supplier’s expense, for the defense or settlement thereof; and (c) sole control of
the defense and settlement of such claim or related action; provided, however, that Supplier shall not settle such claim or related action in a manner which imposes any obligation on Gap without the prior written consent of Gap; provided, however,
such consent is not to be unreasonably withheld. Gap shall be entitled to engage counsel at its sole expense to consult with Supplier with respect to the defense of the claim and related action. 

  

	 	2.4	If Supplier has indemnified Gap pursuant to this Section II (Supplier Indemnity), and it is Finally Determined that such indemnified claim arose or was caused, in whole or in part,
from or by Gap’s wrongful act or omission, Gap shall reimburse Supplier for the damages and costs of defense of that indemnified claim, including reasonable attorneys’ fees, in accordance with the adjudicated allocation of causal
responsibility for such indemnified claim. Solely for purposes of this Section 2.4 of Exhibit H, such reimbursement shall be deemed an indemnity obligation under Section 28.3(B) (Limitations of Liability and Damages; Exclusions) of the
Agreement. 

  

	III.	GAP INDEMNITY 

  

	 	3.1	At Gap’s expense and as described herein, Gap agrees to defend and indemnify (as set forth in this Section III (Gap Indemnity)) Supplier, its Affiliates and its Subcontractors
(and their respective directors, officers, agents, and employees) from and against any third party claims, actions, or proceedings (and liability, damages, costs, or expenses arising under such third party claims, actions, or proceedings):


  

	 	(a)	Arising or resulting from the employment of Gap Personnel by Gap, Gap Affiliates or contractors during the period of their employment by Gap, Gap Affiliates or contractors including
(1) liability for any social security or other employment taxes, workers’ compensation claims and premium payments, and contributions applicable to the wages and salaries of such employees; (2) payment or failure to pay any salary,
wages or other cash compensation due and owing to any such employees; (3) Gap’s failure to pay employee pension or other benefits; or (4) other acts or omissions of Gap, Gap Affiliates or contractors in their capacity as an employer
or the termination of such relationship, including claims for wrongful discharge, and claims for breach of an express or implied employment contract, tortious breach of contract or other tortious claims arising out of the employment, failure to
employ or termination of any employee; and/or 

  

	 	(b)	Liability arising or resulting from representations, whether oral or written, to Affected or Transitioned Employees by Gap, Gap Affiliates or 

  


					
	 Exhibit H
	 	Gap/IBM Confidential and Proprietary Information	 	Page 3










 

 
  

 contractors, or their respective officers, directors, employees, representatives or agents occurring
prior to the Joint Announcement Date, provided that if such representations are made after the Joint Announcement Date and it is Finally Determined that liability to Supplier was caused, in whole or in part, by such Gap representations, Gap shall
reimburse Supplier for all damages and costs of defense, including reasonable attorneys’ fees, in accordance with the adjudicated allocation of liability. 
 (For purposes of this Section III (Gap Indemnity), subsections 3.1(a) and (b) above are hereafter collectively referred to as “Gap Third Party Claim(s).”) 
  

	 	(c)	For avoidance of doubt, a Gap Third Party Claim brought by an Affected or Transitioned Employee against Supplier that otherwise qualifies as a Gap Third Party Claim, shall continue
to be deemed a third party claim as to Supplier irrespective of the fact it was brought by an Affected or Transitioned Employee. 

  

	 	3.2	Gap shall pay all amounts that a court finally awards to a third party or that Gap agrees to in settlement with a third party of any such Gap Third Party Claim(s), as well as any
and all reasonable attorneys’ fees and costs of investigation arising from such Gap Third Party Claim(s) incurred by Supplier or any other party indemnified under this Section III (Gap Indemnity) associated with such Gap Third Party Claim and
incurred prior to Gap’s assumption of the defense against any Gap Third Party Claim. After Gap assumes the defense against any Gap Third Party Claim in accordance with this Section III (Gap Indemnity), Gap shall not be responsible for the
payment of expenses or charges incurred by Supplier in connection with such Gap Third Party Claim, except: 

  

	 	(a)	To the extent Gap pre-approves any such charge or expense after Gap assumes control of the defense of such Gap Third Party Claim; provided, however, such approval by Gap is not to
be unreasonably withheld; or 

  

	 	(b)	Charges or expenses incurred by Supplier in connection with the cooperation by any Supplier employee with Gap’s defense to the extent such cooperation materially disrupts or
interferes with the performance of such employee’s job, in which case Gap shall reimburse Supplier for the employee’s actual expenses and time at a rate to be agreed to by the Parties in advance. 

  

	 	3.3	Gap’s obligation to defend and indemnify Supplier, as applicable, pursuant to this Exhibit H shall be subject to Supplier having given Gap (a) prompt written notice of the
claim, of the commencement of the claim or of the commencement of the related action, as the case may be; (b) information and reasonable assistance, at Gap’s expense, for the defense or settlement thereof; and (c) sole control of the
defense and settlement of such claim or related action; provided, however, that 

  


					
	 Exhibit H
	 	Gap/IBM Confidential and Proprietary Information	 	Page 4










 

 
  

 Gap shall not settle such claim or related action in a manner which imposes any obligation on
Supplier without the prior written consent of Supplier; provided, however, such consent is not to be unreasonably withheld. Supplier shall be entitled to engage counsel at its sole expense to consult with Gap with respect to the defense of the claim
and related action. 
  

	 	3.4	If Gap has indemnified Supplier pursuant to this Section III (Gap Indemnity) of Exhibit H, and it is Finally Determined that such indemnified claim arose or was caused, in whole or
in part, from or by Supplier’s wrongful act or omission, Supplier shall reimburse Gap for the damages and costs of defense of that indemnified claim, including reasonable attorneys’ fees, in accordance with the adjudicated allocation of
causal responsibility for such indemnified claim. Solely for purposes of this Section 3.4 of this Exhibit H, such reimbursement shall be deemed an indemnity obligation under Section 28.3(B) (Limitations of Liability and Damages;
Exclusions) of the Agreement. 

  

	IV.	DEFINITIONS 

 Capitalized terms used but not defined
in this Exhibit H shall have the meanings specified in the Agreement. The following defined terms used in this Exhibit H shall have the meanings specified below: 
  

	 	4.1	“Affected Employee(s)” shall mean the in-scope employees identified by Gap by generic number, country location and title in Attachment H.1 (Affected Employees) as
being employed by Gap up to March 14, 2006, and who had provided services, functions and responsibilities that will constitute Services. Gap reserves the right to remove employees from Attachment H.1 (Affected Employees) prior to the date
Supplier makes job offers to the Affected Employees. Such Attachment H.1 (Affected Employees) shall be subject to such corrections as are mutually acceptable to Gap and Supplier on the Supplier Employment Date. 

  

	 	4.2	“Agreement” shall mean the Master Services Agreement dated as of the Reference Date between Gap and Supplier. 

  

	 	4.3	“Critical Support Personnel” shall mean the Affected Employees specified by generic number, country location and title in Attachment H.2 (Critical Support
Personnel) who have been designated by Gap as being essential to providing Services, including the transition thereof to Supplier; provided, however, that Gap shall consult with Supplier with respect to the designation of Affected Employees as
Critical Support Personnel and provided further that increase in the number of Critical Support Personnel beyond those identified requires the mutual agreement of the Parties. In any event, unless otherwise agreed, at no point shall the number of
Critical Support Personnel exceed * of the Affected Employees. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit H
	 	Gap/IBM Confidential and Proprietary Information	 	Page 5










 

 
  


	 	4.4	“For Cause” shall mean involuntary termination by Supplier of the employee for serious misconduct (including but not limited to fraud, violence, sexual or other
harassment or theft), violation of Supplier’s Business Conduct Guidelines or failure of performance sufficient to warrant placing the employee on a performance improvement plan or rating the employee’s performance
“unsatisfactory.” 

  

	 	4.5	“Gap Leave of Absence” shall mean a Gap approved leave of absence, not to exceed fifty-two (52) weeks (with the exception that authorized military leaves of
absence commenced prior to the Supplier Employment Date may exceed fifty-two (52) weeks), as determined under any of the Gap leave of absence policies. 

  

	 	4.6	“Gap Net Credited Service” shall mean an Affected Employee’s total years of Gap service as recognized under Gap’s employment policies in effect as of the
Supplier Employment Date. 

  

	 	4.7	“Gap Personnel” shall mean individuals employed by Gap, Gap Affiliates or contractors and includes Affected Employees and Transitioned Employees.


  

	 	4.8	“Gap Third Party Claim(s)” shall have the meaning set forth in Section 3.1(b). 

  

	 	4.9	“Joint Announcement Date” shall mean the date on which announcement of the outsourcing of the Services to Supplier is made to Gap employees.


  

	 	4.10	“PTO” shall have the meaning set forth in Section 8.4(a). 

  

	 	4.11	“PTO Balance” shall have the meaning set forth in Section 8.4(a). 

  

	 	4.12	“Reasonable Commuting Distance” shall mean a distance that (a) is fewer than * straight-line miles from the Transitioned Employee’s principal residence
and does not increase his or her commute by at least * straight-line miles; or (b) is the same as the current commute from the Transitioned Employee’s principal residence. 

  

	 	4.13	“Supplier Benefit Plans” shall have the meaning set forth in Section VIII (Employee Benefits). 

  

	 	4.14	“Supplier Employment Date” shall mean the date on which each Transitioned Employee begins his or her employment with Supplier, which date shall be March 15,
2006; provided, however, that subject to Section 6.5, any Affected Employee who is on a Gap Leave of Absence shall begin his or her employment with Supplier on the first Business Day following his or her return to active service with Gap at the
end of such Gap Leave of Absence. 

  

	 	4.15	“Supplier Personnel” shall mean individuals employed by Supplier, Supplier Affiliates or Subcontractors and includes Transitioned Employees following the effective
date of their employment by Supplier. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit H
	 	Gap/IBM Confidential and Proprietary Information	 	Page 6










 

 
  


	 	4.16	“Supplier Third Party Claim(s)” shall have the meaning set forth in Section 2.1(b). 

  

	 	4.17	“Transitioned Employee(s)” shall mean the Affected Employees that are subsequently hired by Supplier and identified by name pursuant to Section 6.7.


  

	 	4.18	“USCIS” shall mean the U. S. Citizenship and Immigration Services. 

  

	V.	HIRING REQUIREMENTS 

  

	 	5.1	Supplier shall extend offers of employment to all Affected Employees, regardless of whether any such Affected Employee is on a Gap Leave of Absence, subject to the following and the
other terms and conditions set forth in this Exhibit H. 

  

	 	5.2	Affected Employees who receive and do not accept Supplier offer of employment will have in effect resigned from Gap, and will not be eligible for any Gap severance. Subject to
employees’ voluntary resignation prior to a release date, Gap will arrange for a release date of these employees that is at least * days after the Joint Announcement Date. 

  

	 	5.3	Supplier employment offers will be contingent on each employee completing Supplier’s standard pre-employment process. The Affected Employees will be required to complete and
sign the country-specific documents associated with Supplier’s employment process which includes the IBM Application for Employment and the Security Data Sheet. *. 

  

	 	5.4	Supplier will provide employment offers as follows: 

  

	 	(a)	Employment offers with no stated end dates will be extended to employees whose work and skills are required for over * from the Supplier Employment Date based on Supplier technical
solution for delivery of Services to Gap. 

  

	 	(1)	For Transitioned Employees working in the United States, severance will be paid based on Supplier plan and programs and Supplier service only if released, other than For Cause or
voluntary resignation, after * from the Supplier Employment Date. 

  

	 	(2)	For Transitioned Employees working in the United States, severance will be paid based on Supplier plan and programs with combined service with Gap and Supplier, if released other
than For Cause or voluntary resignation, before * from the Supplier Employment Date. 

  

	 	(3)	For Transitioned Employees working in Canada, severance will be paid based on Supplier plan and programs with combined service with Gap and Supplier, if released other than For
Cause or voluntary resignation, at any time. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit H
	 	Gap/IBM Confidential and Proprietary Information	 	Page 7










 

 
  


	 	(b)	Employment offers with stated end dates will be extended to employees whose work and skills are required for * or less from the Supplier Employment Date based on Supplier technical
solution for delivery of Services to Gap. 

  

	 	(1)	Severance will be paid based on Supplier plan and programs with combined service with Gap and Supplier if released, other than For Cause or voluntary resignation, during the *
period from the Supplier Employment Date. 

  

	 	(2)	Should Supplier wish to extend the employment of an employee with a stated end date, Supplier will notify the employee of such extension. If the employee declines such extension,
Supplier will maintain the previously stated end date and termination commitments. 

  

	VI.	EMPLOYEE TRANSITION PROCESS 

 The process by which
any or all of the Affected Employees shall become Transitioned Employees is as follows: 
  

	 	6.1	Gap shall provide Supplier with access to the Affected Employees for group informational meetings at such dates and times and with such frequency as reasonably necessary after the
Joint Announcement Date. Prior to any such meetings, the Parties shall work together to agree upon guidelines for the meetings, based on United States and Canada processes. In addition, Gap executives may attend the meetings. During the meetings,
Supplier shall provide the Affected Employees with: 

  

	 	(a)	A general introduction package that includes information regarding non-individualized terms and conditions of Supplier’s offer of employment, including general benefits
enrollment information, and information regarding Supplier, its general management values, policies and practices and its performance standards and business conduct requirements; and 

  

	 	(b)	Access to a Supplier Human Resources Transition manager, as described in Section 9.1, to receive answers to their questions in person, by telephone or e-mail.


  

	 	6.2	No later than five (5) Business Days after the Joint Announcement Date, provided that the Joint Announcement Date shall occur at least sixty (60) days prior to the
Supplier Employment Date, Gap shall have provided Supplier with a complete electronic listing of all Affected Employees, which listing shall have included * 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit H
	 	Gap/IBM Confidential and Proprietary Information	 	Page 8










 

 
  

 *. Immediately prior to the Supplier Employment Date, Gap shall provide Supplier with an updated
listing of the foregoing to the extent necessary to reflect any changes. Supplier agrees not to use any information provided by Gap to contact Affected Employees prior to the Joint Announcement Date. Canada Affected Employees are required to provide
written consent, based on privacy legislation, in order for Gap to be able to release this information to Supplier. Affected Employees in Canada shall be provided five (5) days to return such consent letter. 
  

	 	(a)	* 

  

	 	(b)	* 

  

	 	6.3	Supplier shall *. Affected Employees who do not accept Supplier’s offer within such * 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit H
	 	Gap/IBM Confidential and Proprietary Information	 	Page 9










 

 
  

 * shall be deemed to have rejected such offer subject to reasonable accommodation and extension of
such period with respect to those United States Affected Employees on a Gap Leave of Absence or United States work permit or application, unless the Parties mutually agree otherwise. 
  

	 	6.4	Subject to the other provisions of this Section VI (Employee Transition Process), each Affected Employee who timely accepts Supplier’s offer of employment shall become a
Transitioned Employee and shall commence employment with Supplier on the Supplier Employment Date, which shall be his or her Supplier Employment Date. 

  

	 	6.5	Notwithstanding the foregoing Section 6.4, in the United States, any Affected Employee who is on a Gap Leave of Absence shall commence employment with Supplier immediately
following his or her return to work; provided, however, Supplier shall not be required to employ any such Affected Employee who does not return to work on or before *, unless in the case of authorized military leaves of absence, or otherwise
mutually agreed upon by Gap and Supplier. 

  

	 	(a)	An Affected Employee returning from an authorized military leave in compliance with the terms of that leave, shall commence employment with Supplier immediately following his or her
return to work; provided, however, Supplier shall not be required to employ any such Affected Employee who does not return to work on or before *, and provided further that if an Affected Employee returns from an authorized military leave in
compliance with the terms of that leave and in compliance with state and federal law after *, but before *, Supplier shall use every effort to employ such Affected Employee in a position, within a Reasonable Commuting Distance, for which such
Affected Employee is qualified to perform the duties, or would be qualified to perform the duties after reasonable efforts by Supplier. Nothing in this paragraph is intended to limit the rights of Affected Employees returning from authorized
military leave under applicable state and federal laws. 

  

	 	(b)	In Canada, Supplier will extend a written offer of employment to any Affected Employee who is on a Gap Leave of Absence as of the Initiation Date at such time as the Affected
Employee commences active employment with Gap in their pre-Gap Leave of Absence position; provided, however, that Supplier will not be required to extend a written offer of employment to an Affected Employee who is unable to commence active
employment with Supplier in their pre-Gap Leave of Absence position on or before *, or following the end of a statutory pregnancy or parental leave of absence, whichever is later. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit H
	 	Gap/IBM Confidential and Proprietary Information	 	Page 10










 

 
  


	 	(c)	Gap and Supplier may mutually agree to postpone the Supplier Employment Date of any Affected Employee in appropriate circumstances. 

  

	 	6.6	Each Affected Employee who accepts Supplier’s offer of employment will be required to sign documents which include an agreement regarding confidential information and
intellectual property and country-specific tax forms and beneficiary forms on such date(s) as Supplier may reasonably determine. 

  

	 	6.7	Supplier shall provide Gap with periodic lists of all Affected Employees who have accepted Supplier’s offer of employment, and no later than five (5) Business Days after
the Supplier Employment Date, Supplier shall provide Gap with a complete list of such Transitioned Employees. 

  

	VII.	TERMS OF EMPLOYMENT 

 The following shall apply to
the Transitioned Employees: 
  

	 	7.1	Retention Requirements. 

  

	 	(a)	Supplier shall not terminate the employment of any Transitioned Employees during the first * of his or her employment with Supplier except for cause; provided, however, in the event
of a reduction of Services constituting an Extraordinary Event as referenced in Section 40.1 (Extraordinary Events; Defined) of the Agreement, and as a result of such Extraordinary Event, Supplier is unable to utilize certain Transitioned
Employees, Supplier shall be entitled to terminate such Transitioned Employee(s) and Supplier shall be obligated to pay the balance of * of such employee’s salary in addition to any applicable severance payment. For the avoidance of doubt, such
* salary payment will not be required in the event of termination for cause. 

  

	 	(b)	Unless agreed upon by Supplier and Gap, Supplier agrees to make reasonable attempts to avoid the termination, transition or movement of employees working on Gap matters during
Gap’s Peak Period, as defined in Attachment A (Definitions) of Exhibit B (Service Level Agreement) to the Agreement. 

  

	 	(c)	Notwithstanding anything to the contrary contained in this Section 7.1 (Retention Requirements): 

  

	 	(1)	Supplier may terminate the employment of any Transitioned Employee, including any Critical Support Personnel, For Cause; and 

  

	 	(2)	All termination decisions regarding Transitioned Employees shall be the sole responsibility of Supplier. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit H
	 	Gap/IBM Confidential and Proprietary Information	 	Page 11










 

 
  

 Positions. For a period of no less than * following each Transitioned Employee’s Supplier
Employment Date, such Transitioned Employee shall be assigned to perform job responsibilities substantially similar to the job responsibilities performed by such Transitioned Employee at Gap as of the Supplier Employment Date, unless mutually agreed
to by Gap and Supplier; provided, however, that Transitioned Employees may be assigned titles or job classifications that are different from the titles or job classifications assigned to them at Gap. Supplier shall assign Critical Support Personnel
to perform job responsibilities substantially similar to the job responsibilities performed by such Transitioned Employee while at Gap for a period of * following each Critical Support Personnel’s Supplier Employment Date, unless mutually
agreed to by Gap and Supplier. Nothing in this Section VII (Terms of Employment) is intended to conflict with the terms set forth in the Agreement regarding continuity of operations. 
  

	 	7.2	Location. Supplier shall assign each Transitioned Employee to a position at the same facility at which he or she was employed by Gap prior to the Supplier Employment Date or
at another commercial facility within a Reasonable Commuting Distance for a period of * following his or her Supplier Employment Date, with the exception that for Critical Support Personnel, this period shall be * from his/her Supplier Employment
Date. Any Transitioned Employee who, at the request of Supplier, voluntarily agrees to relocate beyond a Reasonable Commuting Distance will receive relocation benefits from Supplier, if applicable, under the terms of Supplier’s relocation plan.


  

	 	7.3	Status, Training and Long-Term Career Opportunities. Transitioned Employees shall have the same status, training and career opportunities as similarly experienced Supplier
employees. Supplier shall make training available to all Transitioned Employees based on the needs of the business and each such employee, in accordance with Supplier technical and professional development programs. 

  

	 	7.4	Annual Compensation. Supplier shall pay Transitioned Employees annual compensation in accordance with the following: 

  

	 	(a)	Base Salary. Each Transitioned Employee shall be paid a base annual salary that is * the base salary he or she was receiving from Gap as of his or her last date of employment
with Gap. 

  

	 	(b)	Incentive Pay. Transitioned Employees who are eligible for Gap incentive pay at the time of the Supplier Employment Date shall be eligible to participate in Supplier’s
applicable incentive plan (annual incentive bonus), currently Performance Bonus, in accordance with Supplier’s standard practices and/or policies. The applicable plan bonus payment (currently the Performance Bonus payments) for the performance
year coinciding with the Supplier Employment Date will be pro-rated based on such Supplier Employment Date. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit H
	 	Gap/IBM Confidential and Proprietary Information	 	Page 12










 

 
  


	 	(1)	Transitioned Employees who are not eligible for Gap incentive pay at the time of the Supplier Employment Date shall not be eligible to participate in Supplier’s applicable
incentive plan for 2006, but will be eligible to participate in plan years after 2006, subject to all the conditions in Supplier’s applicable annual incentive plan on any relevant date. 

  

	 	(c)	Retention Bonus. At its sole discretion, Gap may designate Critical Support Personnel as eligible for a retention bonus prior to the Supplier Employment Date. Such designated
Critical Support Personnel shall be eligible for a retention bonus, in an amount and at a time determined in agreement with Gap and Supplier. 

  

	 	(d)	Annual Increases in Base Salary. All Transitioned Employees will be eligible for annual increases in their base salaries to the same extent as similarly situated Supplier
employees on Supplier payroll date, in accordance with Supplier policy applicable to similarly situated non-transitioned employees. As such, Transitioned Employees will not be eligible to participate in Supplier’s 2006 program which is the same
calendar year of the Supplier Employment Date. 

  

	VIII.	EMPLOYEE BENEFITS 

  

	 	8.1	General Provisions. As of each Transitioned Employee’s Supplier Employment Date, such Transitioned Employee shall be eligible to participate in all employee benefit
programs, plans or policies maintained for employees of Supplier (“Supplier Benefit Plans”) under the same terms and conditions that apply to similarly situated employees of Supplier, unless otherwise provided in this Section VIII
(Employee Benefits). 

  

	 	8.2	In the United States, Supplier shall recognize each Transitioned Employee’s Gap Net Credited Service as service with Supplier specifically for Supplier Vacation Plan, Short
Term Disability, Long Term Disability, and access to Retiree Medical Group rates, as provided in this Section VIII (Employee Benefits). In Canada, Supplier shall recognize each Transitioned Employee’s Gap Net Credited Service as service with
Supplier for all purposes under Supplier benefit plan including Supplier Vacation Plan, Short Term Disability, and Long Term Disability. Transitioned Employees will not be eligible for Post Retirement Benefits. 

  

	 	8.3	Welfare Benefits. Each Transitioned Employee shall be eligible as of his or her Supplier Employment Date for participation in all Supplier Benefit Plans that are welfare
benefits, including medical, dental, life insurance, short-term and long-term disability. Supplier shall make available to each Transitioned Employee health care coverage so that on his or her Supplier Employment Date, the 


 


					
	 Exhibit H
	 	Gap/IBM Confidential and Proprietary Information	 	Page 13










 

 
  

 Transitioned Employee and his or her dependents, as defined by Supplier Benefit Plans, are eligible
to be covered by such Supplier health care plans, and no exclusionary provisions, waiting periods or pre-existing condition limitations in respect of conditions and services covered by Supplier health care plan shall be applicable with respect to
any Transitioned Employee or covered dependent. In the United States, all deductible expenses incurred and paid by each Transitioned Employee in the 2006 plan year under Gap health care plans up to his or her Supplier Employment Date shall be
credited as 2006 deductible expenses under similar Supplier Benefit Plans as of his or her Supplier Employment Date. Supplier’s Canadian benefit plans do not have deductibles. Transitioned Employees will start on Supplier’s Canadian
benefit plans as new employees with full entitlements. 
  

	 	8.4	Paid Time Off. 

  

	 	(a)	In the United States, upon termination of Gap employment, Gap will pay out to each Transitioned Employee all but * of Paid Time Off (“PTO”) to the Transitioned Employee.
If at the time of termination, a Transitioned Employee has less than * of Gap PTO accrued, no such payment will be made. The remaining PTO balance, up to * (the “PTO balance”), will be transferred to Supplier, and the Transitioned
Employees will begin their employment with Supplier with the equivalent of * of vacation (or the amount transferred from Gap) accrued in the vacation bank of Supplier’s vacation policy. Transitioned Employees will be required to use the PTO
balance, up to *, in the calendar year of the Supplier Employment Date, as there will be no carry over of PTO balance to the following calendar year. Supplier agrees to apply the PTO balance toward Transitioned Employee’s vacation prior to
applying Supplier vacation days, and further agrees to pay out in a lump sum by January of the following calendar year to Transitioned Employees any amounts of the PTO balance not used. 

  

	 	(b)	Gap will pay out all remaining PTO balances to Affected Employees in Canada upon termination of Gap employment. 

  

	 	(c)	On the Supplier Employment Date, Transitioned Employees shall accrue vacation with Supplier, and shall be eligible for other time off, in accordance with Supplier’s policies,
which shall take into account each Transitioned Employee’s combined Gap Net Credited Service and Supplier service. 

  

	 	8.5	United States Savings Plans. Each United States Transitioned Employee shall be eligible, as of his or her Supplier Employment Date, to participate in Supplier 401(k) Pension
Program and can contribute before-tax and after-tax eligible earnings in accordance with the terms of the plan. 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit H
	 	Gap/IBM Confidential and Proprietary Information	 	Page 14










 

 
  


	 	(a)	Each Transitioned Employee who does not enroll within thirty (30) days of joining Supplier will be automatically enrolled at a minimum of * savings rate, and can elect to
withdraw contributions at any time. 

  

	 	(b)	The Transitioned Employee’s Gap Net Credited Service shall be credited under Supplier 401(k) Pension Program for eligibility towards the one year of service requirement for
Supplier match. Service credit under the 401(k) Pension Program for such individuals will equal their combined service with Supplier and Gap for eligibility for Supplier current match of one hundred percent (100%) of the first * contributed on
a before-tax basis. After the Transitioned Employee has become eligible, Transitioned Employees are immediately vested in Supplier match. Participants are always one hundred percent (100%) vested in their own contributions.


  

	 	8.6	Canadian Defined Contribution Match Pension Plan. 

  

	 	(a)	As of each Canada Transitioned Employee’s Hire Date, the Canadian Transitioned Employee will cease to accrue benefits under the Gap, Inc. Canada Pension Plan. Canada
Transitioned Employees will immediately commence participation from and after the Transitioned Employee’s Hire Date in the IBM Canada Defined Contribution Match Pension Plan. 

  

	 	(b)	The pension and other benefit entitlements of the Canada Transitioned Employees under the IBM Pension Plan will be the responsibility of Supplier. Gap will maintain responsibility
as plan sponsor and administrator for all pension and other benefit entitlements of Canada Transitioned Employees under the Gap, Inc. Canada Pension Plan, and will be free to settle these benefits, subject to Gap, Inc. Canada Regulatory
Requirements, in the manner which Gap, Inc. Canada deems most appropriate in its sole discretion. 

  

	 	8.7	Stock Purchase Plan. Each Transitioned Employee shall be eligible to participate in Supplier Employees Stock Purchase Plan pursuant to the terms of the plan.


  

	 	8.8	United States Flexible Spending Accounts. Each Transitioned Employee shall be eligible as of his or her Supplier Employment Date to participate in all flexible spending
accounts maintained by Supplier under the terms and conditions thereof that apply to Supplier employees, including such terms as may apply to employees who begin participation in such flexible spending accounts during a coverage period.


  

	 	8.9	Tuition Aid. Each Transitioned Employee shall be eligible to participate in Supplier’s Tuition Assistance Refund Program as of his or her Supplier Employment Date.
Tuition in respect of any course in which a Transitioned Employee is enrolled as of his or her Supplier Employment Date and for which 

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit H
	 	Gap/IBM Confidential and Proprietary Information	 	Page 15










 

 
  

 Gap has previously approved reimbursement shall be paid by Gap upon the Transitioned Employee’s
presentation of evidence of satisfactory completion to Gap. Tuition for courses in which the Transitioned Employee enrolls after the Supplier Employment Date shall be reimbursed by Supplier subject to Supplier’s reasonable review and approval
of such course work in accordance with Supplier’s Tuition Assistance Refund Program then in effect. Course work that has been previously approved for reimbursement by Gap, but which has not yet begun, shall be reimbursed by Supplier, based on
Supplier’s Tuition Assistance Refund Program. Consistent with Section 6.2 above, Gap will provide Supplier with information regarding the status of any employees receiving tuition assistance under Gap policies. 
  

	 	8.10	Immigration Matters. 

  

	 	(a)	It is the intent of the Parties that Supplier and Gap shall work together cooperatively to effect the smooth transfer of Affected Employees to Transitioned Employees and to
facilitate the employment of those Transitioned Employees by Supplier, who are United States visa holders, without a gap in work authorization. Within five (5) days after the Joint Announcement Date, provided that the Joint Announcement Date
shall occur at least sixty (60) days prior to the Supplier Employment Date, Gap shall provide to Supplier all relevant immigration documents in Gap’s possession or subject to Gap’s control regarding the visa holders.


  

	 	(b)	Gap and Supplier shall cooperate with each other to apply to transfer to Supplier any H-1B, or other nonimmigrant, work authorization obtained on behalf of any Affected Employee by
Gap from the USCIS in order to permit such Affected Employee to become a Transitioned Employee. 

  

	IX.	HUMAN RESOURCES REPRESENTATIVE 

  

	 	9.1	Supplier shall appoint a Human Resources representative. Such Human Resources representative shall be responsible for the transition of Gap employees from Gap to Supplier. The costs
associated with the services of this representative are included in Supplier’s transition costs. 

  


					
	 Exhibit H
	 	Gap/IBM Confidential and Proprietary Information	 	Page 16









 

 
 Attachment H.1 – Affected Employees 
 to 
 Exhibit H (Human Resources) 
 of 
 Master Services Agreement

 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap,
Inc. and IBM, this document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  

					
	Attachment H.1	 	Gap/IBM Confidential and Proprietary Information	 	








 

 
 Attachment H.1 
 Affected Employees 
 * [7 pages] 


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

					
	Attachment H.1	 	Gap/IBM Confidential and Proprietary Information	 	Page 2








 

 
 Attachment H.2 – Critical Support Personnel 
 to 
 Exhibit H (Human Resources)

 of 
 Master
Services Agreement 
 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written
permission of The Gap, Inc. and IBM, this document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  

					
	Attachment H.2	 	Gap/IBM Confidential and Proprietary Information	 	








 

 
 Attachment H.2 
 Critical Support Personnel 
  

	
	Gap Critical Support Personnel
	
	 *

	
	 *

	
	 *

	
	 *

	
	 *

	
	 *

	
	 *

	
	 *

	
	 *

	
	 *

	
	 *

	
	 *

	
	 *

	
	 *




	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

					
	Attachment H.2	 	Gap/IBM Confidential and Proprietary Information	 	Page 2








 

 
 Exhibit I – Form of Project Statement of Work 
 To 
 Master Services Agreement

 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap,
Inc. and IBM, this document and the information contained herein may not be published, disclosed, or used for any other purpose. 







 Exhibit I 
 Form of Project Statement of Work 
 This Statement of Work (SOW) is an attachment and addition to the Master Services
Agreement dated January 13, 2006 (hereinafter “Agreement”) entered into by and between The Gap, Inc. (“Gap”) and International Business Corporation (hereinafter “Supplier”) and is incorporated into the Agreement by
reference hereof. Nothing in this Statement of Work shall modify or amend any provisions of the Agreement (including all components such as SOWs, SLAs, Pricing, Exhibits, etc.) unless such modifications or amendments and the provisions of the
Agreement which they modify or amend are specifically identified in this Statement of Work and are Approved by Gap. This SOW includes the spreadsheet attached hereto. 







 Executive Summary 
 All dollar values represented in thousands 
 Project Information 
 Project Name 
  

												
	 Project Costing # 
	  	 Funding Request
	  	Expense	  	Capital	  	Total
	 PMO Ref. # 
	  	 Stage
	  	$	0	  	$	0	  	$	0
	 Project Category 
	  	Funded to Date	  	$	0	  	$	0	  	$	0
	 Funding Date 
	  	Actual Spend to Date	  	$	0	  	$	0	  	$	0
	 Executive Sponsor
	  	Est. Total Project Cost	  	$	0	  	$	0	  	$	0
		  	Total Project Benefit	  			  			  	$	0
	 Executive Sponsor Area 
	  	 IRR Presented:
	  			  	 	Worst Case:	  		
	 Bus. Dept. Fin. Officer 
	  	Project Risk Score	  			  			  		
	 IT Leadership Team 
	  	Deployment Date	  	 	Jan-00	  			  		
	 IT Project Manager 
	  	Assessed for Architectural Fit 	  			  			  		

 Statement of Opportunity or Problem 
  
  
 Project Summary

  
  
 Project
Update (since last funding event) 
  
  
  


					
	 IT-Business-Proposal v7.4  Executive Summary
	 	Gap Inc. Internal	 	Page 1 of 16









 Executive Summary 
 All dollar values represented in thousands 
 Benefits Summary 
  

							
	 Benefit Type
	  	Current Year	  	Total Project
	 Increased Sales contribution-to-margin
	  	$	0	  	$	0
	 Reduced Op. Costs
	  	$	0	  	$	0
	 Avoided Op. Cost Inc.
	  	$	0	  	$	0
	 Other
	  	$	0	  	$	0
	 Total Project Benefits:
	  	$	0	  	$	0

 Benefit Assumptions and Sources: 
  
  
 Intangible Benefits:

  
  
 Project
Alternatives 
 Alternatives that were explored to reach the same end result: 
  

					
	 	  	Cost	  	Benefit

  
  
  
  


					
	 IT-Business-Proposal v7.4  Executive Summary
	 	Gap Inc. Internal	 	Page 2 of 16









 Executive Summary 
 All dollar values represented in thousands 
 Cost Summary 
  

																			
	 	  	TOTAL PROJECT CASH SPEND	  	CURRENT YEAR (IT COSTS ONLY)
	 	  	Current
Estimate	  	Prior
Estimate	  	Variance
Fav/(Unfav)	  	 Current
 Estimate
	  	Budget	  	 Variance
 Fav/(Unfav)

	 Capital
	  	$	0	  	$	0	  	$	0	  	$	0	  	$	0	  	$	0
	 Expense
	  	$	0	  	$	0	  	$	0	  	$	0	  	$	0	  	$	0
	 Total Project Cost:
	  	$	0	  	$	0	  	$	0	  	$	0	  	$	0	  	$	0

  

										
	 	  	TOTAL COST BREAKDOWN
	 	  	 Current
 Estimate
	  	 Prior
 Estimate
	  	 Variance
 Fav/(Unfav)

	 Labor
	  	$	0	  	$	0	  	$	0
	 Hardware
	  	$	0	  	$	0	  	$	0
	 Software
	  	$	0	  	$	0	  	$	0
	 Consulting Fees
	  	$	0	  	$	0	  	$	0
	 Other
	  	$	0	  	$	0	  	$	0
	 Contingency
	  	$	0	  	$	0	  	$	0
	 Converted (pre-NGF)
	  	$	0	  	$	0	  	$	0
	 Total Project Cost:
	  	$	0	  	$	0	  	$	0

 IT/Non-IT COST BREAKDOWN 
  

							
	 Non IT Costs
	  			  	$	0
	 IT Costs
	  			  	$	0
	 Total Project Cost
	  			  	$	0
			
	 	  	Presented
Case	  	Worst
Case
	 NPV
	  	$	0	  	$	0
			
	 IRR
	  			  		

 Cost Assumptions/Sources: 
  

 
 Sunset Activities 
  

									
	 Software/Hardware Description
	  	Affected User Community	  	 Write-off or
 Acc. Depr.
	  	Book Value	  	 Yrly Cost of
 Support/
 Maint


  
  


					
	 IT-Business-Proposal v7.4  Executive Summary
	 	Gap Inc. Internal	 	Page 3 of 16









 Executive Summary 
 All dollar values represented in thousands 
 Risk Assessment 
  

			
	 Potential Risk
	  	 Mitigation Strategy


  
  
  

						
	 Contingency Plan
	  	 Likelihood of Needing
	  	Contingency Amount
	 Impact of contingency on total project cost:
	  	 Sub-total Contingency
	  	$	0
		  	 Base Project Cost
	  	$	0
		  		  	 	 
		  	 Project Cost w/Contingency
	  	$	0
			
		  	 Contingency as a % of Total Project Cost
	  		

 Project Interdependencies 
  


			
	 Projects that impact this project
	  	 Projects impacted by this project


  
  


					
	 IT-Business-Proposal v7.4  Executive Summary
	 	Gap Inc. Internal	 	Page 4 of 16









 Executive Summary 
 All dollar values represented in thousands 
 Project Risk Score Summary 
  

			
	 Filter
	  	Score
	 1. Change Impact
	  	
	 2. Development Risk
	  	
	 3. Business Case
	  	
	 4. Resource Capacity
	  	
	 5. Legacy Application
	  	
	 6. Project Dependencies
	  	
	 7. Project Focus
	  	
	 Total Project Score
	  	

  


					
	 IT-Business-Proposal v7.4  Executive Summary
	 	Gap Inc. Internal	 	Page 5 of 16









 Sunset Activities 
  


			
	Project Name	 	0
	PC #	 	0

 Software/ Hardware being Sunset as a Result of this Project 
  

															
	 PMO Ref. #/
Peoplesoft
RCN
	  	 Software /Hardware
 Description
	  	 Affected
 User Community
	  	 Software/Hardware
 Owner
	  	 Committed
 Sunset Date
	  	 Write-off or Accelerate
 Depreciation?
	  	Book Value	  	Annual Cost of
Support/Maintenance

  
  
  

																																		
	 	 	US Dollars in Thousands
	  	 	Prior Years	 	Current Year to
Date	 	Current Year	 	Year 2	 	Year 3	 	Year 4	 	Year 5	 	Year 6	 	Year 7	 	Year 8	 	  Total  
	 Accelerated Depreciation
 Schedule
	 			 			 			 			 			 			 			 			 			 			 		
	 Asset 1 
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Asset 2 
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Asset 3 
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Asset 4 
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Asset 5 
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total Accelerated Depreciation
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Asset Write-off Schedule
	 			 			 			 			 			 			 			 			 			 			 		
	 Asset 1 
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Asset 2 
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Asset 3 
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Asset 4 
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Asset 5 
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total Write-offs
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

 List the Write-off/Accelerated Depreciation Cost Assumptions 
 0 
  
  
  


					
	 IT-Business-Proposal v7.4  Sunset
	 	Gap Inc. - Internal	 	Page 6 of 16









 Business Request 
 All dollar values represented in thousands 
  

							
	Project Information	 		  		 	
	Project Name	 		  	Project Costing Number 	 	0
	Executive Sponsor	 		  	Bus. Dept. Fin. Officer 	 	
	Exec. Sponsor Dept.	 		  	Request Initiator 	 	

 Statement of Opportunity or Problem 
  
  
 Business Objectives
Supported 
  
  
  

									
	 Tangible Benefit Assumptions & Sources
	  	Measurement	  	 Benefit Owner
 (Function/Brand)

	 	  	Measure	  	Baseline	  	Target	  	 

  
  
 Intangible Benefits 
  
  


					
	     IT-Business-Proposal v7.4  Business Request
	 	Gap Inc. - Internal	 	Page 7 of 16









 Project Request 
 All dollar values represented in thousands 
 Project Information 

													
	Project Name	  	0	  		  		  		    	Funding Event Date	  	
	Project Costing Number	  		  		  		  		    	Functional Area	  	
	PMO Ref. Number	  		  		  		  		    	Business Area	  	
	IT Project Manager	  		  		  		  		    	Funding Type	  	
	IT Leadership Member	  		  		  		  		    	Project Type	  	
	Stage Funding Request	  	Exp:	  	$0	  	Cap:	  	$0	    	Stage Request 	  	
	Total Stage Funding Request	  	$0	    	Will this project impact International?

 Project Summary 
  
  
  

													
	 Project Alternatives
	  	Cost	  	Benefit
		  		  	
		  		  	
		  		  	
	 Project Schedule
	  	Release No.:	  	1	  	 Release No.:
	  	2	  	Release No.:	  	3
	Project Lifecycle Phase	  	Start	  	End	  	Start	  	End	  	Start	  	End
	 Initiation
	  		  		  		  		  		  	
	 Requirements
	  		  		  		  		  		  	
	 Design
	  		  		  		  		  		  	
	 Construction
	  		  		  		  		  		  	
	 Testing
	  		  		  		  		  		  	
	 Deployment
	  		  		  		  		  		  	
	 Evaluation
	  		  		  		  		  		  	
	
	Project Interdependencies
				
	Projects that impact this project	  	Date Required	  	Projects that are impacted by this project	  	Date Required

  
  
  

			
	Resource Impacts	 	
		
	 What specialized skills are required from IT?
	 	
		
	 What specialized skills are required from the business?
	 	
	
	 Project Update (Stage 2 & 3 only)

	 Explain major project changes in scope, schedule, and cost from previous funding requests:


  
  
  


					
	 IT-Business-Proposal v7.4  Project Proposal
	 	Gap Inc. - Internal	 	Page 8 of 16









 Benefit Analysis 
  

																																		
	Project Name	 	 	0	 			 			 			 			 			 			 	 	Benefiting Brand:	 	 	Choose From:
	PPC #	 	 	0	 			 			 			 			 			 			 			 			 			 		
	 	 	Nominal US Dollars in Thousands
	All $ values in 000’s	 	Prior Years
Benefits
Attained	 	Current Year
Benefits
Attained	 	Current Year
Going
Forward	 	Year 2	 	Year 3	 	Year 4	 	Year 5	 	Year 6	 	Year 7	 	Year 8	 	Total
	Incremental Sales Contribution to Margin
	 Reduction in Cost of Goods
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Markdown Optimization
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Freight
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Other:
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Incr. Sales Contribution to Margin
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Reduced Operating Costs
	 Personnel Related*
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Maintenance
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Facilities
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Inventory
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Other:
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Reduced Operating Costs
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Avoided Operating Cost Increases
	 Personnel Related*
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Maintenance
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Facilities
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Inventory
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Shrink (theft prevention)
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Other:
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Avoided Operating Cost Increases
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Other
	 			 			 			 			 			 			 			 			 			 			 		
	 Other 1
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Other 2
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Other 3
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Other 4
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total Benefits
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 ___________
 *  All Personnel Related reductions should correspond to a reduction in headcount unless non-exempt employees or contractors.

												
	  	 	Prior Years	 	Current Year	 	Current Year
Going
Forward	 	Year 2	 	Year 3	 	Year 4	 	Year 5	 	Year 6	 	Year 7	 	Year 8	 	Total
	 Head Count Reduction
	 			 			 			 			 			 			 			 			 			 			 		
	 Gap US
	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
	 Banana Republic
	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
	 Old Navy
	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
	 International (EAC)
	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
	 Outlet
	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
	 Direct
	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
	 Corporate IT
	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
	 Other Corporate:
	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total Headcount Reduction
	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Personnel Related Benefits
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Avg Benefits per Headcount
	 			 			 			 			 			 			 			 			 			 			 		

  

									
	 Benefit Assumptions & Sources
	  	Measurement	  	 Benefit Owner
 (Function/Brand)

	 	  	Measure	  	Baseline	  	Target	  

  
  
 Sensitivity to Unrealized Benefits 
  

										
	All $ values in 000’s	  	 Prior Years
 Benefits
 Attained
	  	 Current
 Year
 Benefits
 Attained
	  	 Future
 Benefits

	 Benefits
	  			  			  		
	 Incremental Sales contribution-to-margin
	  	$	—  	  	$	—  	  	$	—  
	 Reduced Operating Costs
	  	$	—  	  	$	—  	  	$	—  
	 Avoided Operating Cost Increases
	  	$	—  	  	$	—  	  	$	—  
	 Other
	  	$	—  	  	$	—  	  	$	—  
		  	 	 	  	 	 	  	 	 
	 Total Benefits
	  	$	—  	  	$	—  	  	$	—  
		  	 	 	  	 	 	  	 	 

 Sensitivity Analysis Comments 
 % of Total Future Benefits Realized 
  

											
	Analysis 1	  	Analysis 2
	50	%	 	$	—  	  	75	%	 	$	—  
	50	%	 	$	—  	  	75	%	 	$	—  
	50	%	 	$	—  	  	75	%	 	$	—  
	50	%	 	$	—  	  	75	%	 	$	—  
	 	 	 	 	 	  	 	 	 	 	 
	0	%	 	$	—  	  	0	%	 	$	—  
	 	 	 	 	 	  	 	 	 	 	 

  

										
				
	 	  	Current	  	  0%  	  	  0%  
	 NPV
	  	$	—  	  	$	—  	  	$	—  
	 IRR
	  			  			  		

  


					
	 IT-Business-Proposal v7.4  Benefit Analysis
	 	Gap Inc. Internal	 	Page 9 of 16









 Cost Analysis 
  

			
	Project Name	 	0
	PC #	 	0

  

																																				
	 All $ values in 000’s
 (excludes labor rates)
	 	Nominal US Dollars in Thousands
	 	Prior Years
Spending	 	Current Year
to Date
Spending	 	Current Year
Going
Forward	 	Year 2	 	Year 3	 	Year 4	 	Year 5	 	Year 6	 	Year 7	 	Year 8	 	  Total  
	 Operating Expenses (Recurring)

	 Operating Expenses (Recurring) IT + Non IT
	 			 			 		
	 IT Labor (Employee + Contractors)
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 IT Employee Labor Hours [hr]
	 			 			 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
	 IT Employee Labor Rate [$/hr]
	 			 			 	$	59.50	 	$	61.50	 	$	63.50	 	$	65.50	 	$	67.50	 	$	69.50	 	$	71.50	 	$	73.50	 		
	 IT Contractor Hours [hr]
	 			 			 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
	 IT Contractor Rate [$/hr]
	 			 			 	$	0	 	$	0	 	$	0	 	$	0	 	$	0	 	$	0	 	$	0	 	$	0	 		
	 IT Maintenance Fees (1)
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 IT Leased Equipment
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 IT Other Expenses:
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Subtotal Operating IT Expenses
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Non IT Operating Expenses
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total Operating Expenses IT + Non IT
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	(1)	IT Maint. Expenses in the 1st year of the project are considered Non-Recurring Project Expenses. Subsequent maintenance cost would be considered Recurring Operating Expenses.


  

																																				
	Project Costs (including contingency)
													
	 Task
	  	 Subtask - Description
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 00
	  	Conversion- Capital	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 00
	  	Conversion- Expense	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 01
	  	Hardware	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		  	 01 - Hardware 1
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		  	 Hardware Type
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  	 Internal Labor
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  	 Hours
	 			 			 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
		  	 Labor Rate
	 			 			 	$	59.50	 	$	61.50	 	$	63.50	 	$	65.50	 	$	67.50	 	$	69.50	 	$	71.50	 	$	73.50	 		
		  	 Contractors
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  	 Consultants
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  	 Contingency
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		  	 02- Hardware 2
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		  	 Hardware Type
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  	 Internal Labor
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  	 Hours
	 			 			 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
		  	 Labor Rate
	 			 			 	$	59.50	 	$	61.50	 	$	63.50	 	$	65.50	 	$	67.50	 	$	69.50	 	$	71.50	 	$	73.50	 		
		  	 Contractors
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  	 Consultants
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  	 Contingency
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		  	 03- Hardware 3
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		  	 Hardware Type
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  	 Internal Labor
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  	 Hours
	 			 			 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
		  	 Labor Rate
	 			 			 	$	59.50	 	$	61.50	 	$	63.50	 	$	65.50	 	$	67.50	 	$	69.50	 	$	71.50	 	$	73.50	 		
		  	 Contractors
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  	 Consultants
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  	 Contingency
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		  	 04- Hardware 4
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		  	 Hardware Type
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  	 Internal Labor
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  	 Hours
	 			 			 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
		  	 Labor Rate
	 			 			 	$	59.50	 	$	61.50	 	$	63.50	 	$	65.50	 	$	67.50	 	$	69.50	 	$	71.50	 	$	73.50	 		
		  	 Contractors
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  	 Consultants
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  	 Contingency
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		  	 05- Hardware 5
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		  	 Hardware Type
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  	 Internal Labor
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  	 Hours
	 			 			 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
		  	 Labor Rate
	 			 			 	$	59.50	 	$	61.50	 	$	63.50	 	$	65.50	 	$	67.50	 	$	69.50	 	$	71.50	 	$	73.50	 		
		  	 Contractors
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  	 Consultants
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  	 Contingency
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		  	 Hardware Allocation (non-funded)
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		  	 Hardware Type
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 02
	  	System Software	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		  	 01 - System Software 1
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		  	 System Software
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		  	 Internal Labor
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  	 Hours
	 			 			 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
		  	 Labor Rate
	 			 			 	$	59.50	 	$	61.50	 	$	63.50	 	$	65.50	 	$	67.50	 	$	69.50	 	$	71.50	 	$	73.50	 		
		  	 Contractors
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  	 Consultants
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  	 Contingency
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		  	 02- System Software 2
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 		
		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		  	 System Software
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  	 Internal Labor
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  	 Hours
	 			 			 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
		  	 Labor Rate
	 			 			 	$	59.50	 	$	61.50	 	$	63.50	 	$	65.50	 	$	67.50	 	$	69.50	 	$	71.50	 	$	73.50	 		
		  	 Contractors
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  	 Consultants
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  	 Contingency
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  

  


					
	 IT-Business-Proposal v7.4  Cost Analysis
	 	Gap Inc. - Internal	 	Page 10 of 16









 Cost Analysis 
  

			
	Project Name	 	0
	PC #	 	0

  

																																				
	 	 	 	 	Nominal US Dollars in Thousands
	All $ values in 000’s (excludes labor rates)	 	Prior Years
Spending	 	Current Year
to Date
Spending	 	Current Year
Going
Forward	 	Year 2	 	Year 3	 	Year 4	 	Year 5	 	Year 6	 	Year 7	 	Year 8	 	  Total  
		 	 03- System Software 3
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 System Software
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Internal Labor
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	     Hours
	 			 			 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
		 	     Labor Rate
	 			 			 	$	59.50	 	$	61.50	 	$	63.50	 	$	65.50	 	$	67.50	 	$	69.50	 	$	71.50	 	$	73.50	 		
		 	 Contractors
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Consultants
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Contingency
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 03
	 	 Application Software
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 01 - Application Software 1
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 Application Software
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Internal Labor
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	     Hours
	 			 			 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
		 	     Labor Rate
	 			 			 	$	59.50	 	$	61.50	 	$	63.50	 	$	65.50	 	$	67.50	 	$	69.50	 	$	71.50	 	$	73.50	 		
		 	 Contractors
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Consultants
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Contingency
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 02- Application Software 2
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 Application Software
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Internal Labor
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	     Hours
	 			 			 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
		 	     Labor Rate
	 			 			 	$	59.50	 	$	61.50	 	$	63.50	 	$	65.50	 	$	67.50	 	$	69.50	 	$	71.50	 	$	73.50	 		
		 	 Contractors
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Consultants
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Contingency
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 03- Application Software 3
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 Application Software
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Internal Labor
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	     Hours
	 			 			 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
		 	     Labor Rate
	 			 			 	$	59.50	 	$	61.50	 	$	63.50	 	$	65.50	 	$	67.50	 	$	69.50	 	$	71.50	 	$	73.50	 		
		 	 Contractors
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Consultants
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Contingency
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 04
	 	Requirements	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 Internal Labor
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	     Hours
	 			 			 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
		 	     Labor Rate
	 			 			 	$	59.50	 	$	61.50	 	$	63.50	 	$	65.50	 	$	67.50	 	$	69.50	 	$	71.50	 	$	73.50	 		
		 	 Contractors
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Consultants
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Misc. Travel
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Contingency
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 05
	 	 Application Software Design
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 Internal Labor
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	     Hours
	 			 			 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
		 	     Labor Rate
	 			 			 	$	59.50	 	$	61.50	 	$	63.50	 	$	65.50	 	$	67.50	 	$	69.50	 	$	71.50	 	$	73.50	 		
		 	 Contractors
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Consultants
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Travel Expenses (Contractor only)
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Misc. Other
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Contingency
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 06
	 	 Application Software Construction
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 Internal Labor
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	     Hours
	 			 			 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
		 	     Labor Rate
	 			 			 	$	59.50	 	$	61.50	 	$	63.50	 	$	65.50	 	$	67.50	 	$	69.50	 	$	71.50	 	$	73.50	 		
		 	 Contractors
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Consultants
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Travel Expenses (Contractor only)
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Misc. Other
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Contingency
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 07
	 	Testing (Application SW)	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 Internal Labor
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	     Hours
	 			 			 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
		 	     Labor Rate
	 			 			 	$	59.50	 	$	61.50	 	$	63.50	 	$	65.50	 	$	67.50	 	$	69.50	 	$	71.50	 	$	73.50	 		
		 	 Contractors
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Consultants
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Travel Expenses (Contractor only)
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Misc. Other
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Contingency
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 08
	 	Change Mgmt & Process Reengineering	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 Internal Labor
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	     Hours
	 			 			 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
		 	     Labor Rate
	 			 			 	$	59.50	 	$	61.50	 	$	63.50	 	$	65.50	 	$	67.50	 	$	69.50	 	$	71.50	 	$	73.50	 		
		 	 Contractors
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Consultants
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Misc. Other
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Contingency
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 09
	 	Data Conversion	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 Internal Labor
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	     Hours
	 			 			 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
		 	     Labor Rate
	 			 			 	$	59.50	 	$	61.50	 	$	63.50	 	$	65.50	 	$	67.50	 	$	69.50	 	$	71.50	 	$	73.50	 		
		 	 Contractors
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Consultants
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Misc. Other
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Contingency
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

  


					
	 IT-Business-Proposal v7.4  Cost Analysis
	 	Gap Inc. - Internal	 	Page 11 of 16









 Cost Analysis 
  

			
	Project Name	 	0
	PC #	 	0

  

																																				
	 	 	 	 	Nominal US Dollars in Thousands
	All $ values in 000’s (excludes labor rates)	 	Prior Years
Spending	 	 Current Year
 to Date
 Spending
	 	 Current Year
 Going
 Forward
	 	Year 2	 	Year 3	 	Year 4	 	Year 5	 	Year 6	 	Year 7	 	Year 8	 	  Total  
	10	 	Training	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 Internal Labor
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	     Hours
	 			 			 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
		 	     Labor Rate
	 			 			 	$	59.50	 	$	61.50	 	$	63.50	 	$	65.50	 	$	67.50	 	$	69.50	 	$	71.50	 	$	73.50	 		
		 	 Contractors
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Consultants
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Training- External
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Training- Internal
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Misc. Other
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Contingency
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 11
	 	Deployment	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 Internal Labor
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	     Hours
	 			 			 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
		 	     Labor Rate
	 			 			 	$	59.50	 	$	61.50	 	$	63.50	 	$	65.50	 	$	67.50	 	$	69.50	 	$	71.50	 	$	73.50	 		
		 	 Contractors
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Consultants
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Misc. Other
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Contingency
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 12
	 	Post Implementation	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 Internal Labor
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	     Hours
	 			 			 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
		 	     Labor Rate
	 			 			 	$	59.50	 	$	61.50	 	$	63.50	 	$	65.50	 	$	67.50	 	$	69.50	 	$	71.50	 	$	73.50	 		
		 	 Contractors
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Consultants
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Misc. Other
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Contingency
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 13
	 	Maintenance	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 Hardware Maintenance
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Software Maintenance
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Internal Labor
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	     Hours
	 			 			 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
		 	     Labor Rate
	 			 			 	$	59.50	 	$	61.50	 	$	63.50	 	$	65.50	 	$	67.50	 	$	69.50	 	$	71.50	 	$	73.50	 		
		 	 Contractors
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Consultants
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Contingency
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 14
	 	Travel & Entertainment	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 Travel Expenses
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Contingency
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 15
	 	Leased Equipment	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 Leased Hardware
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Leased Software
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Contingency
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 16
	 	Other Expenses	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 Internal Labor
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	     Hours
	 			 			 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
		 	     Labor Rate
	 			 			 	$	59.50	 	$	61.50	 	$	63.50	 	$	65.50	 	$	67.50	 	$	69.50	 	$	71.50	 	$	73.50	 		
		 	 Contractors
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Consultants
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Administrative
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Legal Fees
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Telecom
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Telephone
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Misc. Travel
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	 Contingency
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Subtotal IT Project Costs
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Non IT Project Expenses
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
												
	 Non IT Project Capital
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total Project Cost (IT + Non IT)
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

  


					
	 IT-Business-Proposal v7.4  Cost Analysis
	 	Gap Inc. - Internal	 	Page 12 of 16









 Cost Analysis 
  

			
	Project Name	 	0
	PC #	 	0

  

																									
	  	  	Nominal US Dollars in Thousands
	 All $ values in 000’s
 (excludes labor rates)
	  	Prior Years
Spending	  	Current Year
to Date
Spending	  	Current Year
Going
Forward	  	Year 2	  	Year 3	  	Year 4	  	Year 5	  	Year 6	  	Year 7	  	Year 8	  	Total
												
	 Asset Lifetime
	  		  		  		  		  		  		  		  		  		  		  	
				
	 Task
	  	Assets	  	Years	  	Comments
	 01
	  	Hardware	  	5	  		  		  		  		  		  		  		  		  		  	
	 02
	  	System Software	  	3	  		  		  		  		  		  		  		  		  		  	
	 03,05,06,07
	  	Application Software	  	3	  		  		  		  		  		  		  		  		  		  	

 Note: Benefits duration should not exceed the useful life of the asset. 
 Asset List 
  

									
	 Asset Description
	  	Quantity	  	Tasks/ Subtasks
Included in Asset	  	Estimated
In Service Date	  	Location of Asset
		  		  		  		  	

 List the Cost Assumptions and Sources for both IT and NON-IT costs: 
  
  
  
 PROJECT SUMMARY 
  

																																						
	 Benefits
	 			 			 			 			 			 			 			 			 			 			 		
	 Incremental Sales contribution-to-margin
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Reduced Operating Costs
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Avoided Operating Cost Increases
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Other
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total Benefits
	 	$	  —  	 	$	  —  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	  —  
		 		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
												
	 Operating Expenses (Recurring ) IT + Non IT
	 			 			 			 			 			 			 			 			 			 			 		
	 IT Labor (Employee + Contractors)
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 IT Employee Labor Hours [hr]
	 			 			 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
	 IT Employee Labor Rate [$/hr]
	 			 			 	$	59.50	 	$	61.50	 	$	63.50	 	$	65.50	 	$	67.50	 	$	69.50	 	$	71.50	 	$	73.50	 		
	 IT Contractor Hours [hr]
	 			 			 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  
	 IT Contractor Rate [$/hr]
	 			 			 			 			 			 			 			 			 			 			 		
	 IT Maintenance Fees (1)
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 IT Leased Equipment
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 IT Other Expenses:
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Subtotal Operating IT Expenses
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Non IT Operating Expenses
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total Operating Expenses IT + Non IT
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	Project (Non-Recurring ) IT + Non IT
														
	 Task
	 	 Type
	  	 Description
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 00
	 	Cap	  	Conversion- Capital	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 00
	 	Exp	  	Conversion- Expense	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 01
	 	Cap	  	Hardware	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	Cap	  	Hardware Allocation (non-funded)	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 02
	 	Cap	  	System Software	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 03
	 	Cap	  	Application Software	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 04
	 	Exp	  	Requirements	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 05
	 	Cap	  	Application Software Design	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 06
	 	Cap	  	Application Software Construction	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 07
	 	Cap	  	Testing	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 08
	 	Exp	  	Change Mgmt & Process Reengineering	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 09
	 	Exp	  	Data Conversion	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 10
	 	Exp	  	Training	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 11
	 	Exp	  	Deployment	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 12
	 	Exp	  	Post Implementation	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 13
	 	Exp	  	Maintenance	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 14
	 	Exp	  	Travel & Entertainment	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 15
	 	Exp	  	Leased Equipment	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 16
	 	Exp	  	Other Expenses	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	Subtotal IT Expenses	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		 	Subtotal IT Capital	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  

  


					
	 IT-Business-Proposal v7.4  Cost Analysis
	 	Gap Inc. - Internal	 	Page 13 of 16









 Cost Analysis 
  

			
	Project Name	 	0
	PC #	 	0

  

																																						
	 	  	 	 	Nominal US Dollars in Thousands
	All $ values in 000’s (excludes labor rates)	 	Prior Years
Spending	 	Current Year
to Date
Spending	 	Current Year
Going
Forward	 	Year 2	 	Year 3	 	Year 4	 	Year 5	 	Year 6	 	Year 7	 	Year 8	 	  Total  
	 Subtotal IT Project Costs
	 	$	—  	 	$	 —  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		  	Exp	  	Non IT Project Expenses	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  	Cap	  	Non IT Project Capital	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total Project Cost (IT + Non IT)
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
				
	 	  	 	  	 	 	Nominal US Dollars in Thousands
	 DCF Analysis
	 	Prior Years
Spending	 	Current Year
to Date
Spending	 	Current Year
Going
Forward	 	Year 2	 	Year 3	 	Year 4	 	Year 5	 	Year 6	 	Year 7	 	Year 8	 	  Total  
	 Benefits
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 less: Operating Expenses (Recurring)
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Project Expenses (Non-Recurring)
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Depreciation
	 			 			 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Accelerated Depreciation (Sunset SW/ HW)
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Asset Write-offs (Sunset SW/ HW)
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Net Benefit Before Taxes
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 less: Income Tax
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Net Benefit After Taxes
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 plus: Depreciation
	 			 			 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Accelerated Depreciation (Sunset SW/ HW)
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 Asset Write-offs (Sunset SW/ HW)
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
	 less: Capital
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 After Tax Cash Flow
	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  	 	$	—  
		  		  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

  

					
	 NPV IRR
	  	$	        —  	 
		
	 Discount Rate
	  	 	16	%
	 Tax Rate
	  	 	40	%

 Total Cost 
  


				
	 Project Expenses
	  	$	        —  
	 Capital
	  	$	—  
	 HW Allocation (Cap) (non-funded)
	  	$	—  
	 Operating Expenses
	  	$	—  

 Post Implementation 
 (Run Rate) 
  

				
	 Benefits
	  	$	        —  
	 Operating Expenses
	  	$	—  
	 Head Count Reduction
	  	 	0.0

  


					
	 IT-Business-Proposal v7.4  Cost Analysis
	 	Gap Inc. - Internal	 	Page 14 of 16









 Risk Management and Contingency Planning 
  

			
	Project Name:	  	0
	PC #:	  	0

  

														
	 Potential Risk
	 	Mitigation Strategy	 	 Contingency Plan
	 	Likelihood	 	Contingency
Amt.
(thousands $)	 	Cost Type	 	Date or Phase that
Risk is Obsolete
		 		 		 		 			 		 	
		 		 		 		 			 		 	
		 		 		 		 			 		 	
		 		 		 		 			 		 	
		 		 		 		 			 		 	
		 		 	Sub-total Contingency	 	$	0	 		 	
		 		 	Base Project Cost	 	$	0	 		 	
		 		 	Project Cost w/Contingency	 	$	0	 		 	
		 		 	Contingency % of Total Project Cost	 			 		 	

  


					
	 IT-Business-Proposal v7.4  Risk Management
	 	Gap Inc. Internal	 	Page 15 of 16









 Project Filters 
 There are seven project filters that enable IT to assess project impacts to the overall portfolio as well as the risk associated with the project. 
  

					
	 Rating
	  	 Description
	  	 Definition

	Change Impact                      Insert Rating:
	0	  	Narrow/Shallow	  	A small number of people are impacted (<50) and the change to their processes and/or roles is minimal.
	1	  	Moderate	  	A moderate number of people are impacted (50-500) and the business is able to absorb the change introduced. (Also use for narrow/deep or shallow/broad)
	2	  	Broad/Deep	  	A large number of people are impacted (>500) and the change to their jobs is significant requiring business skill transition.
	
	Development Risk                Insert
Rating:                             Based on minutes from ARB meeting.
	0	  	Vanilla Package or ASP	  	No application development is required to use the solution. Vendor is credible and financially viable. Integration with existing systems is straightforward.
	1	  	Package w /Customization	  	The package requires customization to meet business needs, and some complex integration with existing systems is required OR the package is unproven.
	2	  	Custom Developed Solution	  	A significant amount of custom development is required in order to meet business requirements OR the vendor is not credible and financially viable.
	
	Business Case                     Insert Rating:
	0	  	Strong Economic Justification	  	The business case has a high IRR (>40%) with budgetable benefits OR the project is a regulatory mandate needed to stay in Legal Compliance.
	1	  	Quantifiable Benefits	  	The business case has an IRR (>15%) OR is necessary to enable critical process controls OR enables scalability critical to support business.
	2	  	Conceptually the Right Thing to Do	  	The business case identifies a compelling need to change, but does not have budgetable benefits at this time. OR system will be unsupported and that represents significant risk to critical
processes.
	
	Resource Capacity                Insert Rating:
	0	  	Readily Available	  	The business AND IT resources required to accomplish the project are readily available and have the skills necessary to complete the project.
	1	  	Exist, but Scarce	  	The project requires a specialized skill from the business or IT that exists, but is not readily available or will be challenging to acquire.
	2	  	Do Not Exist	  	The project requires an expertise that does not exist, is challenging to acquire and the skill may need to be developed rather than acquired
	
	Legacy Application                Insert Rating:
	
	              If the project proposes leveraging an existing legacy application select from these three
choices:
	0	  	Moving off Legacy is Not Critical	  	There is little risk associated with staying on the legacy system and this project proposes leveraging that legacy application.
	1	  	Moderate Risk incurred with Legacy Solution	  	There is a moderate business or technical risk associated with staying on the legacy system.
	2	  	Current Legacy Solution is High Risk	  	There is a high business or technical risk associated with staying on the legacy system and this project proposes leveraging the legacy application
	
	              If the project proposes a new solution select from these three choices:
	0	  	New Solution is Critical	  	The current legacy solution is high risk and this project proposes moving functionality off of the legacy system.
	1	  	Moderate Risk incurred with New Solution	  	There is a moderate business or technical risk associated with moving off of the legacy system.
	2	  	New Solution is Nice to Have	  	There is low risk associated with staying on the legacy system and this project proposes a new solution.
	N/A	  	No Legacy Impact	  	There is no impact to legacy applications and this risk is not applicable.
	
	Project Dependencies        Insert Rating:
	0	  	Standalone Solution	  	Projects that do not impact and are not impacted by other projects are considered standalone with no dependencies.
	1	  	Interface Solution	  	Projects that provide input to another project or provide output to another solution are considered interface solutions with some dependencies.
	2	  	Dependent/Integrated Solution	  	Projects that must be integrated with other ongoing initiatives such that requirements and/or design information must be shared are dependent.
	
	Project Focus                    Insert Rating:
	0	  	Facilitates	  	Projects that facilitate the strategic projects (a.k.a Big 3) by providing new or better capability.
	1	  	No Impact	  	Projects that use resources independent of the strategic projects and have no functional or technical impact on the strategic projects.
	2	  	Adds Complexity	  	Projects that take resources or focus away from the strategic projects and/or add complexity to their work.

 Architectural Fit Analysis 
 Architectural Fit is determined by the Architectural Review Board (ARB) using the architectural principles. 
 Only projects
with ARB approval will be funded. 
  


					
	 IT-Business-Proposal v7.4  Project Filters
	 	Gap Inc. - Internal	 	Page 16 of 16









 

 
 Exhibit J – Gap Competitors 
 to 
 Master Services Agreement 
 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap, Inc. and IBM, this
document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  

					
	 Exhibit J
	 	Gap/IBM Confidential and Proprietary Information	 	








 

 
 This Exhibit J (Gap Competitors) to the Agreement sets forth the following Gap Competitors which are subject to the
restrictions set forth in the Agreement. For purposes of this Exhibit and the Agreement, the Gap Competitors listed below shall include any affiliates of such Gap Competitors. 
  

	*	

  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

					
	 Exhibit J
	 	Gap/IBM Confidential and Proprietary Information	 	Page 2








 

 
 Exhibit L – Monthly Performance Review – Standing Agenda 
 to 
 Master Services Agreement

 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap,
Inc. and IBM, this document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  

					
		 	Gap/IBM Confidential and Proprietary Information	 	








 Exhibit L 
 Monthly Performance Review – Standing Agenda 
 This Exhibit L (Monthly Performance Review – Standing
Agenda) of the Master Services Agreement dated as of the Reference Date between Gap and Supplier (the “Agreement”) sets forth the standing agenda for the Monthly Performance Review meetings. The purpose of the Monthly Performance
Review meeting shall be to: (i) review Supplier’s overall monthly performance against the Agreement; (ii) resolve escalated issues; (iii) review the status of key Projects; and (iv) provide a forum for strategic planning
discussions and recommendations for action. 
 For each agenda category below, Supplier will provide, in advance of the meeting, an executive summary of
Supplier’s performance in the prior month with relevant Supplier data to illustrate or support Supplier’s summary. 
 The Monthly Performance Review meeting shall have the following agenda: 
  

	1.	Overall Performance 

  

	 	A.	Are the Services meeting Gap’s strategic information technology needs 

  

	 	•	 	Innovation Center Status 

  

	 	•	 	Innovation Proposals 

  

	 	•	 	Best Practice Introduction Recommendations 

  

	 	•	 	Cost/Efficiency Assessment Updates (Section 7.4 of the Agreement) 

  

	 	B.	Are the Services meeting Gap’s operational information technology needs 

  

	 	•	 	Service Level Review 

  

	 	•	 	Current Attainment/Misses 

  

	 	•	 	Applicable Root Cause Analysis Reviews 

  

	 	•	 	Financial Review 

  

	 	•	 	Invoice Compliance 

  

	 	•	 	Resource Use Variance 

  

	 	•	 	Non-Recurring Initiative Costs 

  

	 	C.	Transition/Transformation Status 

  

	 	•	 	Status against Project Plan 

  

	 	•	 	Critical Deliverable Status 

  

	 	D.	Project Performance 

  

	 	E.	Refresh Status 

  

	 	F.	Major Subcontractor Performance 

  

	2.	Review/Resolve Escalated Issues 

  

	 	A.	Issue Overview 

  

	 	•	Current Status 

  

	 	•	Business Impact 

  

	3.	Key Project Status 

  

	 	A.	Resource Use Variance 

  

	 	B.	Non Recurring Initiative Costs 

  

	 	C.	New Projects 

  

	4.	Open Discussion 

  

	 	A.	Strategic Planning 

  

	 	B.	Recommendations and follow-on actions 

  

					
		 	Gap/IBM Confidential and Proprietary Information	 	








 

 
 Exhibit M – Key Personnel 
 to 
 Master Services Agreement 
 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap, Inc. and IBM, this
document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  

					
	 Exhibit M
	 	Gap/IBM Confidential and Proprietary Information	 	








 

 
  

	
	Key IBM Personnel
	 *

	 *

	 *

	 *


  

	
	Key Gap Personnel
	 *

	 *

	 *

	 *

	 *




	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

					
	 Exhibit M
	 	Gap/IBM Confidential and Proprietary Information	 	Page 2










 

 
 Exhibit N – Guarantees 
 to 
 Master Services Agreement 
 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap, Inc. and IBM, this
document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  

					
	Exhibit N	 	Gap/IBM Confidential and Proprietary Information	 	 








 

 
 Exhibit N - Guarantees 
 Attached to this Exhibit N (Guarantees) are the following Exhibits: 
 Exhibit N.1 (Supplier Guarantee)

 Exhibit N.2 (Gap Guarantee) 
  

					
	Exhibit N	 	Gap/IBM Confidential and Proprietary Information	 	Page 2








 EXHIBIT N.1 
 SUPPLIER GUARANTEE 
 This SUPPLIER GUARANTEE (“Guarantee”) is executed as of the
     day of                     , 2006, by INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation
(“Supplier”), for the benefit of THE GAP, INC., a Delaware corporation (“Gap”). 
 RECITALS 
 A. Supplier and Gap have entered into that certain Master Services Agreement dated as of January 13, 2006 (the “Agreement”). Capitalized
terms not defined in this Guarantee shall have the meanings as set forth in the Agreement. 
 B. Supplier has agreed to guarantee, to the
extent provided herein, the full and faithful payment of any Liability that any Supplier In-Country Affiliate may incur pursuant to the applicable Implementation Agreement. 
 C. For purposes of this Guarantee, the term “Liability or Liabilities” includes any and all debts, payment obligations, and/or liabilities
finally determined by a court of competent jurisdiction to be due and owing from any Supplier In-Country Affiliate to Gap or a Gap In-Country Affiliate whether the Supplier In-Country Affiliate is liable individually or jointly with others, whether
for principal, interest or other debts or liabilities. 
 AGREEMENT 
 In consideration of the foregoing Recitals (which are incorporated herein) and the mutual covenants and agreements contained herein and the Agreement,
the Parties hereto agree as follows: 
 1. Supplier unconditionally guarantees, without deduction by reason of set-off, defense or counterclaim, to Gap the
full, faithful, and prompt payment by any Supplier In-Country Affiliate of any Liability incurred under the applicable Implementation Agreement. If the Supplier In-Country Affiliate shall at any time during the Guarantee Period default in the
payment of any Liabilities due Gap or the applicable Gap In-Country Affiliate under the applicable Implementation Agreement, Supplier shall immediately pay to Gap all such Liabilities due to Gap or the applicable Gap In-Country Affiliate.

 2. Except as otherwise provided herein, the liability of Supplier hereunder shall in no way be affected by (a) any bankruptcy or insolvency filing or
proceeding with respect to the Supplier In-Country Affiliate or any action taken thereunder or with respect thereto, (b) the assignment or transfer of the applicable Implementation Agreement by the Supplier In-Country Affiliate without the
written consent of Gap; (c) any defense of the Supplier In-Country Affiliate; (d) the 







 exercise by Gap or the Gap In-County Affiliate of any of its rights or remedies reserved under the Agreement, the
Implementation Agreement, or by law; or (e) any termination of the applicable Implementation Agreement. 
 3. In no event shall the cumulative Liability
of Supplier under this Guarantee exceed the total amount of Liabilities for which the Supplier In-Country Affiliate would be liable under the applicable Implementation Agreement. In no event shall Supplier be liable for Liabilities under this
Guarantee for which the Supplier In-Country Affiliate would not be liable under the applicable Implementation Agreement. 
 4. This Guarantee shall continue
in effect until the earlier of (1) the date on which Supplier and/or the Supplier In-Country Affiliate have fulfilled the Supplier In-Country Affiliate’s Liabilities pursuant to the terms and conditions of the applicable Implementation
Agreement or (2) the date on which Supplier no longer has Control (defined as the legal, beneficial or equitable ownership, directly or indirectly, of more than fifty percent of the aggregate of all voting equity shares in an entity) of a
Supplier In-Country Affiliate; provided, however, Supplier shall retain responsibility for any acts and/or omissions of the Supplier In-Country Affiliate as to which the primary cause of any debt, payment obligation, and/or other liability incurred
under the applicable Implementation Agreement occurred prior to the date of change of Control ((1) and (2) above are collectively referred to as the “Guarantee Period”). 
 5. The terms and conditions of Sections 43 (Waiver), 46.2 (Choice of Law), 46.3 (Venue and Jurisdiction), 46.4 (Agreement Drafted By All Parties), 46.8 (Appointment of Agent for Service of Process), 47 (Notices), 48
(Entire Agreement), 49 (Severability), and 51 (Force Majeure) of the Agreement are incorporated by reference, except that all references to the Agreement shall be to this Guarantee. 
  

			
	International Business Machines Corporation
		
	By:	 	  

	Name:	 	
	Title:	 	
	Date:	 	









 EXHIBIT N.2 
 GAP GUARANTEE 
 This GUARANTEE (“Guarantee”) is executed as of the
     day of                     , 2006, by THE GAP, INC., a Delaware corporation (“Gap”), for the benefit
of INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation (“Supplier”). 
 RECITALS 
 A. Gap and Supplier have entered into that certain Master Services Agreement dated as of January 13, 2006 (the “Agreement”). Capitalized
terms not defined in this Guarantee shall have the meanings as set forth in the Agreement. 
 B. Gap has agreed to guarantee, to the extent
provided herein, the full and faithful payment of any Liability that any Gap In-Country Affiliate may incur pursuant to the applicable Implementation Agreement. 
 C. For purposes of this Guarantee, the term “Liability or Liabilities” includes any and all debts, payment obligations, and/or liabilities finally determined by a court of competent jurisdiction to be due
and owing from any Gap In-Country Affiliate to Supplier or a Supplier In-Country Affiliate whether the Gap In-Country Affiliate is liable individually or jointly with others, whether for principal, interest or other debts or liabilities. 

AGREEMENT 
 In consideration of the
foregoing Recitals (which are incorporated herein) and the mutual covenants and agreements contained herein and the Agreement, the Parties hereto agree as follows: 
 1. Gap unconditionally guarantees, without deduction by reason of set-off, defense or counterclaim, to Supplier the full, faithful, and prompt payment by any Gap In-Country Affiliate of any Liability incurred under the applicable
Implementation Agreement. If the Gap In-Country Affiliate shall at any time during the Guarantee Period default in the payment of any Liabilities due Supplier or the applicable Supplier In-Country Affiliate under the applicable Implementation
Agreement, Gap shall immediately pay to Supplier all such Liabilities due to Supplier or the applicable Supplier In-Country Affiliate. 
 2. Except as
otherwise provided herein, the liability of Gap hereunder shall in no way be affected by (a) any bankruptcy or insolvency filing or proceeding with respect to the Gap In-Country Affiliate or any action taken thereunder or with respect thereto,
(b) the assignment or transfer of the applicable Implementation Agreement by the Gap In-Country Affiliate without the written consent of Supplier; (c) any defense of the Gap In-Country Affiliate; (d) the exercise by Supplier or the
Supplier In-County Affiliate of any of its rights or remedies reserved under the Agreement, the Implementation Agreement, or by law; or (e) any termination of the applicable Implementation Agreement. 







 3. In no event shall the cumulative Liability of Gap under this Guarantee exceed the total amount of Liabilities for
which the Gap In-Country Affiliate would be liable under the applicable Implementation Agreement. In no event shall Gap be liable for Liabilities under this Guarantee for which the Gap In-Country Affiliate would not be liable under the applicable
Implementation Agreement. 
 4. This Guarantee shall continue in effect until the earlier of (1) the date on which Gap and/or the Gap In-Country
Affiliate have fulfilled the Gap In-Country Affiliate’s Liabilities pursuant to the terms and conditions of the applicable Implementation Agreement or (2) the date on which Gap no longer has Control (defined as the legal, beneficial or
equitable ownership, directly or indirectly, of more than fifty percent of the aggregate of all voting equity shares in an entity) of a Gap In-Country Affiliate; provided, however, Gap shall retain responsibility for any acts and/or omissions of the
Gap In-Country Affiliate as to which the primary cause of any debt, payment obligation, and/or other liability incurred under the applicable Implementation Agreement occurred prior to the date of change of Control ((1) and (2) above are
collectively referred to as the “Guarantee Period”). 
 5. The terms and conditions of Sections 43 (Waiver), 46.2 (Choice of Law), 46.3 (Venue and
Jurisdiction), 46.4 (Agreement Drafted By All Parties), 46.8 (Appointment of Agent for Service of Process), 47 (Notices), 48 (Entire Agreement), 49 (Severability), and 51 (Force Majeure) of the Agreement are incorporated by reference, except that
all references to the Agreement shall be to this Guarantee. 
  

			
	The Gap, Inc.
		
	By:	 	  

	Name:	 	
	Title:	 	
	Date:	 	










 

 
  

 Exhibit O – Gap Sarbanes-Oxley Reporting Controls and Processes 
 to 
 Master Services Agreement

 This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap,
Inc. and IBM, this document and the information contained herein may not be published, disclosed, or used for any other purpose. 
  


					
	 Exhibit O
	 	Gap/IBM Confidential and Proprietary Information	 	Page 1










 

 
  


			
	1	  	Gap Sarbanes-Oxley Reporting Controls and Processes
		
	1.1	  	This Exhibit O (Gap Sarbanes-Oxley Reporting Controls and Processes) of the Master Services Agreement dated as of the Reference Date between Gap and Supplier (the “Agreement”) sets
forth the reporting, controls and processes developed by Gap and to be implemented by Supplier at Gap’s direction as set forth in the Agreement and Attachment A hereto (“General Computer Controls Infrastructure”). This Exhibit O may
be updated during the Term using the Change Management process as described in Exhibit A.2 (Cross Functional Services) of the Agreement.
		
	1.2	  	Section References. Unless otherwise specified, Section references in this Exhibit O refer to the Sections of this Exhibit O.
		
	1.3	  	Definitions. Capitalized terms used and not otherwise defined in this Exhibit O have the meanings given them in the Agreement.

  

	2	Gap Processes and Procedures 

 The Excel document below, which
represents the ISO Program Information Infrastructure in use by Gap as of the Reference Date as part of Gap’s overall quality management system and is integral to Gap’s ability to meet its collective compliance objectives, is provided as
an example of the types of processes and procedures currently being utilized by Gap.* 
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit O
	 	Gap/IBM Confidential and Proprietary Information	 	Page 2










 

 
  

 Attachment A - General Computer Controls Infrastructure 
  

																	
	 Business
 Unit/Location
	 	 Process
	 	 Control
	 	 Frequency
	 	 Actual
 Test Date
	 	 Next Test
 Date
	 	 Effective
 ?
	 	 Control
 Owner
	 	 IBM/ GAP

									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit O
	 	Gap/IBM Confidential and Proprietary Information	 	Page 3










 

 
  


																	
	 Business
 Unit/Location
	 	 Process
	 	 Control
	 	 Frequency
	 	 Actual
 Test Date
	 	 Next
 Test Date
	 	 Effective
 ?
	 	 Control
 Owner
	 	 IBM/ GAP

									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
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	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit O
	 	Gap/IBM Confidential and Proprietary Information	 	Page 4










 

 
  


																	
	 Business
 Unit/Location
	 	 Process
	 	 Control
	 	 Frequency
	 	 Actual
 Test Date
	 	 Next
 Test Date
	 	 Effective
 ?
	 	 Control
 Owner
	 	 IBM/ GAP

									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
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	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
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	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit O
	 	Gap/IBM Confidential and Proprietary Information	 	Page 5










 

 
  


																	
	 Business
 Unit/Location
	 	 Process
	 	 Control
	 	 Frequency
	 	 Actual
 Test Date
	 	 Next
 Test Date
	 	 Effective
 ?
	 	 Control
 Owner
	 	 IBM/ GAP

									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
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	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit O
	 	Gap/IBM Confidential and Proprietary Information	 	Page 6










 

 
  


																	
	 Business
 Unit/Location
	 	 Process
	 	 Control
	 	 Frequency
	 	 Actual
 Test Date
	 	 Next
 Test Date
	 	 Effective
 ?
	 	 Control
 Owner
	 	 IBM/ GAP

									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 		 		 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit O
	 	Gap/IBM Confidential and Proprietary Information	 	Page 7










 

 
  


																	
	 Business
 Unit/Location
	 	 Process
	 	 Control
	 	 Frequency
	 	 Actual
 Test Date
	 	 Next
 Test Date
	 	 Effective
 ?
	 	 Control
 Owner
	 	 IBM/ GAP

									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 		 		 	*	 	*	 	*
									
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	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 		 		 	*	 	*	 	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit O
	 	Gap/IBM Confidential and Proprietary Information	 	Page 8










 

 
  


																	
	 Business
 Unit/Location
	 	 Process
	 	 Control
	 	 Frequency
	 	 Actual
 Test Date
	 	 Next
 Test Date
	 	 Effective
 ?
	 	 Control
 Owner
	 	 IBM/ GAP

									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
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	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit O
	 	Gap/IBM Confidential and Proprietary Information	 	Page 9










 

 
  


																	
	 Business
 Unit/Location
	 	 Process
	 	 Control
	 	 Frequency
	 	 Actual
 Test Date
	 	 Next
 Test Date
	 	 Effective
 ?
	 	 Control
 Owner
	 	 IBM/ GAP

									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
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	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit O
	 	Gap/IBM Confidential and Proprietary Information	 	Page 10










 

 
  


																	
	 Business
 Unit/Location
	 	 Process
	 	 Control
	 	 Frequency
	 	 Actual
 Test Date
	 	 Next
 Test Date
	 	 Effective
 ?
	 	 Control
 Owner
	 	 IBM/ GAP

									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit O
	 	Gap/IBM Confidential and Proprietary Information	 	Page 11










 

 
  


																	
	 Business
 Unit/Location
	 	 Process
	 	 Control
	 	 Frequency
	 	 Actual
 Test Date
	 	 Next
 Test Date
	 	 Effective
 ?
	 	 Control
 Owner
	 	 IBM/ GAP

									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit O
	 	Gap/IBM Confidential and Proprietary Information	 	Page 12










 

 
  


																	
	 Business
 Unit/Location
	 	 Process
	 	 Control
	 	 Frequency
	 	 Actual
 Test Date
	 	 Next Test Date
	 	 Effective
 ?
	 	 Control
 Owner
	 	 IBM/ GAP

									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
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	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit O
	 	Gap/IBM Confidential and Proprietary Information	 	Page 13










 

 
  


																	
	 Business
 Unit/Location
	 	 Process
	 	 Control
	 	 Frequency
	 	 Actual
 Test Date
	 	 Next
 Test Date
	 	 Effective
 ?
	 	 Control
 Owner
	 	 IBM/ GAP

									
	*	 	*	 	*	 	*	 		 		 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit O
	 	Gap/IBM Confidential and Proprietary Information	 	Page 14










 

 
  


																	
	 Business
 Unit/Location
	 	 Process
	 	 Control
	 	 Frequency
	 	 Actual
 Test Date
	 	 Next
 Test Date
	 	 Effective
 ?
	 	 Control
 Owner
	 	 IBM/ GAP

									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
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	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit O
	 	Gap/IBM Confidential and Proprietary Information	 	Page 15










 

 
  


																	
	 Business
 Unit/Location
	 	 Process
	 	 Control
	 	 Frequency
	 	 Actual
 Test Date
	 	 Next
 Test Date
	 	 Effective
 ?
	 	 Control
 Owner
	 	 IBM/ GAP

									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
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	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit O
	 	Gap/IBM Confidential and Proprietary Information	 	Page 16










 

 
  


																	
	 Business
 Unit/Location
	 	 Process
	 	 Control
	 	 Frequency
	 	 Actual
 Test Date
	 	 Next
 Test Date
	 	 Effective
 ?
	 	 Control
 Owner
	 	 IBM/ GAP

									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*
									
	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*	 	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  


					
	 Exhibit O
	 	Gap/IBM Confidential and Proprietary Information	 	Page 17