Exhibit 10.1
 AMENDED AND RESTATED MASTER AGREEMENT
 Agreement Effective Date DemandTec Customer
 1. SOFTWARE SERVICE ACCESS RIGHTS
 Ordering Process Software Service Analytical Services Order Form
 Customers Right to Access Software Services
 Access; Restrictions
 Access.
 Deployment
 Hosted Software Service Exhibit A SaaS Delivery Services Hosted Environment
 Installed. Installed Software Service
 
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.




---



##### 



Exhibit D Access Equipment
 Restrictions. Documentation Software
 Customer Support and Maintenance. Exhibit C Hosted Support Services
 Customer Responsibilities
 Equipment. Access Equipment Exhibit D
 Passwords. Account
 Customer Data Requirements Document Customer Data
 
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 2




---



##### 



.
 Compliance with Agreement, Order Form and Law.
 2. ANALYTICAL SERVICES
 Access.
 Customers Responsibilities.
 3. PROFESSIONAL SERVICES
 General. Professional Services Statement of Work SOW
 SOW Terms.
     
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 3




---



##### 



4. FEES; PAYMENT TERMS
 Software Service Fees SOW
Fees Fees
 Exhibit
E Taxes
 5. TERM AND TERMINATION
 Term
    
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 4




---



##### 



6. INTELLECTUAL PROPERTY RIGHTS
 DemandTec IP
    7. CONFIDENTIALITY
  
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 5




---



##### 



8. WARRANTY/DISCLAIMER
       9. LIMITATIONS ON LIABILITY
   
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 6




---



##### 



10. MARKETING
    11. INSURANCE
     
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 7




---



##### 



12. AUDIT RIGHTS
 Third Party Reviewer Third Party Review SAS 70 SAS Review
 Exhibit F
 Financial Audits
    13. [***]
   
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 8




---



##### 



14. MISCELLANEOUS PROVISIONS
       
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 9




---



##### 



TARGET CORPORATION

    
    DEMANDTEC, INC.By:
/s/
Kathy Tesija
    

By:
/s/
Dan FishbackName:
Kathy Tesija
    

Name:
Dan
FishbackTitle:
EVP,
Merchandising
    

Title:
CEOAddress:
1000
Nicollet Mall
    

Address:
1
Franklin Parkway, Bldg. 910Minneapolis,
MN 55403
    


San
Mateo, CA 94403
 10




---



##### 



EXHIBIT A
  
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 5 PAGES HAVE BEEN OMITTED.




---



##### 



EXHIBIT B
  
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 2 PAGES HAVE BEEN OMITTED. 12




---



##### 



EXHIBIT C
  
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 2 PAGES HAVE BEEN OMITTED. 13




---



##### 



EXHIBIT D
 MINIMUM REQUIRED ACCESS EQUIPMENT
  For DemandTec Everyday Price Management, DemandTec Everyday Price Optimization, DemandTec
Promotion Planning & Optimization, DemandTec Markdown Optimization and DemandTec Trade Planning &
Optimization and DemandTec Assortment 1 :
 Minimum
    
    RecommendedRAM
    
    [***]
    
    [***]CPU
    
    [***]
    
    [***]Free Disk Space
    
    [***]
    
    [***]Operating System
    
    [***]
    
    [***]Browser
    
    [***]
    
    [***]Connection
    
    [***]
    
    [***]
 For DemandTec Deal Management, DemandTec Advanced Deal Management and DemandTec Deal/Billing
Data Export:
 Minimum RecommendedRAM
    
    [***]CPU
    
    [***]Operating System
    
    [***]Browser
    
    [***]Connection
    
    [***]Other
    
    [***]
 
 1
    
    For DemandTec Assortment, Customer also
requires MicroSoft Remote Desktop Connection.[***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.




---



##### 



EXHIBIT E
 CUSTOMER CONTACT INFORMATION AND BILLING INFORMATION
 CUSTOMER BUSINESS CONTACT:
 Name:
    
    [***]Address:
    
    50 S. 10th Street, Suite 400Minneapolis, MN 55403Phone:
    
    [***]Fax:
    
    [***]Email:
    
    [***]
 INVOICE REQUIREMENTS:
 Customer Purchase Order # Required? o Yes þ No
    
    If Yes, P.O.#:
  CUSTOMER BILLING AND A/P CONTACT (if different from Business Contact):
   
 [***]
    =
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 15




---



##### 



EXHIBIT F
  TARGET CORPORATION
    
    DEMANDTEC, INC.Name:
    
    
    
    Name:please print
    
    
    
    please printSignature:
    
    
    
    Signature:Title:
    
    
    
    Title:Date:
    
    
    
    Date:fb.us.5301448.02
 
 [***]
    =
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 16




---



##### 



(DEMANDTEC LOGO)
    
    TGT 1006 SO 004
 ORDER FORM
 DemandTec Customer Order Effective
Date Master Agreement
 Original Agreement Assortment Optimization Order Form
 GENERAL TERMS:
 Customer Name:
    
    Target Corporation, on behalf of itself, its operating divisions and its subsidiariesOrder Effective Date:
    
    As of June 14, 2010Initial Service Term:
    
    From the Order Effective Date through June 14, 2015Referenced Agreement:
    
    Amended and Restated Master Agreement dated June 14, 2010 (DemandTec Ref: TGT 1002 MSA 001)
 BACKGROUND INFORMATION
  INCLUDED SOFTWARE SERVICES AND SCOPE OF USE:
 Exhibit B Current Included Software Services
 
    
    Everyday Price Optimization
    
    Promotion Planning & Management
    
    Promotion Optimization
    
    Promotion Execution
    
    Assortment Optimization
    
    Markdown Optimization
    
    Deal Management
    
    Shopper Insight-on-DemandTec
 
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 17




---



##### 



(DEMANDTEC LOGO)
    
    TGT 1006 SO 004
 Future Included Software Service
   Included Software Services
 Additional Stores Additional Stores
Fee
  FEES AND PAYMENT TERMS:
 Annual
Fee:
    
    [***] per year , which represents
[***] (Base Annual Fee), offset by a
[***] credit (the Credit) for amounts
previously paid by Customer, which Credit shall be
spread ratably over the Initial Service Term in
equal annual amounts of [***] per year
 
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 18




---



##### 



(DEMANDTEC LOGO)
    
    TGT 1006 SO 004
 Payment Terms:
    
    Annual Fees are to be paid annually in advance,
with the Year 1 fee to be paid within
[***] of Customers receipt of invoice
after the Order Effective Date. Thereafter, the
Annual Fee is to be paid on or before the
respective anniversary of the Order Effective
Date.Invoicing:
    
    DemandTec shall deliver to Customer an invoice for
the Annual Fee no later than [***] prior
to such anniversary. Customer shall pay undisputed
amounts on invoices within [***] of
receipt of invoice.
    
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 19




---



##### 



(DEMANDTEC LOGO)
    
    TGT 1006 SO 004
 ADDITIONAL TERMS:
 1.
    
    Initial and Ongoing Joint Business Planning.
 (a)
    
    Prior to the execution hereof, the parties have undertaken one or more initial
scoping/planning exercises to discuss Customers internal systems plans and its development
and implementation priorities in the context of DemandTecs current product roadmap, other
development commitments and resource constraints. The parties also have reviewed each
others respective organizational charts to understand respective resource commitments to
the Project, identified a preferred reporting approach, and compared the parties UI
standards to understand what opportunities there may be for additional learning. The
parties have also discussed the DemandTec release process and identified critical dates for
when requirements need to be defined in order to include that functionality in a given
release.(b)
    
    The outcome of these initial planning exercises was the [***] that outlines
the current anticipated timeline for implementing the Current Included Software Services
and [***]. The parties understand that the timeline included in the
[***] represents the parties current best estimate of when the various
development activities in the Project could be completed and a realistic timetable for
implementing the various software services. DemandTec has made a number of assumptions as
set forth in Exhibit D and as outlined in a Summary of Milestones and Assumptions
PowerPoint document last dated June 3, 2010, that was previously provided to Customer in
order to come up with this timetable, the inaccuracy of which could cause there to be
changes in the actual timetable.(c)
    
    As soon as practicable following the execution hereof, the parties will meet to
undertake a more detailed scoping/planning exercise to discuss DemandTecs internal plans
and its current development and implementation priorities and timelines in order to develop
an overall target timeline and project plan for the various phases of development of all
DemandTec products within the scope hereof over the next [***]. The output of
such meeting would be to generate a more detailed development plan that includes an
integrated development timeline view and dependency charts (the Development
Plan).(d)
    
    On an annual basis during the Term, the parties shall meet and agree to a rolling
twelve-month update of the Development Plan that sets priorities and specific development
quarterly goals and objectives by quarter for upcoming year based on Customers internal
systems plans and its development and implementation priorities in the context of
DemandTecs existing product roadmap, other development commitments and resource
constraints. Initially, the core development and Project teams shall meet at least a half
day on a monthly basis to review progress against the annual plan and to adjust the plan,
as needed. It is envisioned that these meetings may, at some point, be held quarterly. In
any case, the parties will explore whether these meetings can be held by video conference.
 2.
    
    [***]3.
    
    Management and Administration of the Relationship.
 (a)
    
    Project Managers  Each party shall appoint a Project Manager to coordinate
overall activities in this strategic alliance. Each party shall direct all inquiries
concerning this relationship to the other partys Project Manager.
 (i)
    
    DemandTec shall appoint a Project Manager to be primarily responsible for
meeting with Customer in order to collect product requirements, to understand
Customers development objectives and priorities, and to manage the various product
releases under this relationship. This role may be filled by the DemandTec
Professional Services Director who will coordinate the activities between the product
development/engineering departments and the Professional Services department within
DemandTec.(ii)
    
    Target shall appoint a Project Manager to be primarily responsible for meeting
with DemandTec in order to discuss product requirements and to articulate Customers
development objectives and priorities.(iii)
    
    The Project Managers will meet regularly, either in person or via
telecommunications, at times and places to be agreed upon by them. Upon reasonable
request by Customer, but no more frequently than once per quarter, the
 
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 20




---



##### 



(DEMANDTEC LOGO)
    
    TGT 1006 SO 004
 DemandTec Project Manager will submit written status reports to Customer, which reports shall include, at a
minimum, an update on then-current product roadmap and development priorities, an
overview of any new enhancements completed since the last status report, and major
development milestones reached.
 (b)
    
    Executive Sponsors  The parties hereby designate the individuals assigned to
the following positions as their respective Executive Sponsors that will have primary
responsibility for guiding the relationship between DemandTec and Customer. The Executive
Sponsors commit to meet no less than once per quarter through the Term of this Order Form
for regular strategy, planning and status meetings and also agree to attend
regularly-scheduled Steering Committee meetings, Board presentations and any required
dispute resolution meetings.For DemandTec: [***]For Customer: [***]The parties may, from time to time, change their designated Executive Sponsor by
providing the other party with prompt written notice thereof; provided that the replacement
holds a commensurate position of responsibility within the respective company.(c)
    
    Steering Committee  DemandTec and Customer shall establish and maintain a
committee [***] (the Steering Committee). The Executive Sponsors are
responsible for naming their respective members of the Steering Committee. At a minimum,
DemandTecs Steering Committee members will include the following personnel: the
then-current Executive Sponsor (or his or her designee) and the DemandTec Project Manager,
and Customers Steering Committee members will include the then-current Executive Sponsor
(or his or her designee) and the Customer Project Manager. DemandTec and Customer shall
each identify one member of the Steering Committee as its team leader. The team leader
will be responsible for coordinating meetings, developing agendas, and other Steering
Committee activities, as required. Each member of the Steering Committee shall serve at
the pleasure of the party that appointed him or her. The Steering Committee shall meet at
least quarterly, unless otherwise mutually agreed by the parties. All issues will be
described in a standard document that will be distributed to the Steering Committee members
prior to each meeting. Any outcome, statement, directive or decision and all work product
associated therewith shall be treated confidentially in accordance with the Master
Agreement. [***]. If DemandTec ceases during the Term hereof to be a reporting
company under applicable SEC regulations for any reason, it shall nonetheless provide to
Customer [***].(d)
    
    Governing Board  The parties also shall establish and maintain a committee of
senior management personnel that will meet one to two times per year for the purpose of
approving plans, providing direction, removing roadblocks and adjusting resources, as
needed.(e)
    
    Issue and Risk Management Process; Escalation  During the Term, the parties
may identify issues and potential risks in connection with the Project and/or the provision
of services hereunder that require resolution and escalation. On a periodic basis, the
Customer and DemandTec Project Managers will hold an issue and risk management meeting for
the team members to coordinate or escalate the issue. During the issue and risk management
meeting the Customer and DemandTec Project Managers will review issues for resolution and
will perform the following: (i) confirm the issue is appropriately documented; (ii) assign
the issue to the proper team or individual, who will investigate, document and develop
recommended solutions; and (iii) prioritize the issue and assign the date on which the
appropriate team or individual will respond in a subsequent issue management meeting.
Escalations to the following three levels of management (or someone with equivalent
functions) will occur if resolution expectations are not met:
 
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 21




---



##### 



(DEMANDTEC LOGO)
    
    TGT 1006 SO 004
 Escalation Level
    
    Customer Representative
    
    DemandTec Representative1
    
    [***]
    
    [***]2
    
    [***]
    
    [***]3
    
    [***]
    
    [***]
 4.
    
    Resources.
 (a)
    
    DemandTec will use all commercially reasonable efforts to mobilize and commit the
resources required to manage and execute on the Project, including as it relates to the
collaborative design, development, testing and deployment of future functionality. Without
limiting the generality of the foregoing, DemandTec shall reassign to the Project and/or
hire all necessary science, product, engineering and services resources in order to perform
its obligations hereunder and, in particular, as set forth on Exhibit C and
Exhibit D. DemandTec employees and subcontractors shall remain employees of
DemandTec and/or of the subcontractor at all times and shall not be deemed employees of
Customer for any purpose. DemandTec and its subcontractors shall have sole responsibility
for all salaries, wages and benefits of DemandTec employees and subcontractors.(b)
    
    In order effectively to [***] with DemandTec, Customer shall dedicate
[***] full-time resources to act as business analysts, product managers, etc. to,
among other things, assist to define the business use cases for [***] and certain
other DemandTec software products [***] and generally to interface with the
DemandTec product development and engineering teams.(c)
    
    Each party shall furnish space in its facilities for the other party as reasonably
determined to be suitable to perform services related to this Order Form. Each party
shall: (a) use any such provided spaces in the other partys facilities for the sole
purpose of performing services and administrative functions relating to this Order Form,
and (ii) comply with all policies and procedures governing access to and use of the
facilities. Each party shall provide its facilities and access to normal office resources
(e.g., fax, telephone and copier access) at no charge to the other party. Each party shall
remain responsible for the actions of its personnel at the facilities of the other and for
any required personal computers and peripherals, long distance charges and all other
expenses incurred by its personnel on-site at the other partys facilities.
 5.
    
    Professional Services and Training. To facilitate Customers use of the Included
Software Services, DemandTec shall provide the Professional Services and training described in
Exhibit D (the Included Professional Services) at no additional charge to
Customer, in accordance with the terms and subject to the conditions and assumptions contained
in such Exhibit. DemandTec represents that the Included Professional Services are sufficient,
in DemandTecs good faith belief, for it to accomplish each of its implementation obligations
in accordance with the [***]; provided that Customer performs its obligations
hereunder and in Exhibit C related to each such DemandTec obligation and subject to
the accuracy of the assumptions outlined in Exhibit D.6.
    
    Analytical Services. In light of the strategic and unique nature of this
relationship, included in the Annual Fee is [***]) to deliver and/or provide
analysis and consulting around any retail Analytical Insights & Solutions (AIS or
Analytical Services) that DemandTec makes generally available to retail customers
during the Term hereof. If Customer requests Analytical Services that require more than
[***] to deliver, DemandTec shall provide an estimate to Customer in advance and
such additional Analytical Services shall only be provided after Customer has agreed in
writing to the estimated fees. Without limiting the generality of the foregoing, the
following AIS will be provided for the scope and function and on the cadence set forth below:
 
    
    Base Price Performance analysis (BPP, formerly Advanced MDA)  BPP reports
benefits due to pricing activity at the product category and demand group levels as well as
allowing users to explore historical sales, prices, and costs at the item level. BPP shall
continue to be delivered on a monthly basis for all then-modeled product categories.
    
    Image Item Analysis  The DemandTec Image Item Analysis helps retailers better
understand how its customers respond to changes in price in the context of the many
important tradeoffs between volume, revenue, image and profit. The Image Item Analysis
provides retailers with a perspective on which items matter most (and least) for shaping
price perception. The Image Item Analysis shall be delivered on a quarterly basis for all
then-modeled product categories.
 
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 22




---



##### 



(DEMANDTEC LOGO)
    
    TGT 1006 SO 004
 7.
    
    Future DemandTec Product Release Process. In consideration for the [***]
to be provided by Customer [***], upon Customers request, [***]. The
objective is to allow Customer to be able to test any new enhancements delivered in such
release, to develop and/or augment its training materials, and to begin training users (if
necessary) prior to the general availability release date.8.
    
    [***]9.
    
    Shopper Insight-on-DemandTec; Implementation and Revenue Sharing. An important
aspect of this [***] includes Customers implementation of the
Shopper-Insight-on-DemandTec software service, a collection of dashboards and reports that
deliver these shopper and segmentation insights in an intuitive, interactive format that
allows merchants and marketing professionals quickly to assess their business, identify trends
in sales and customer behavior, and develop the right strategy to maximize their business
potential (with such reports collectively referred to as Shopper Insights or, as will be
branded for Customer, Guest Insights). Customer grants to DemandTec a limited,
non-exclusive license, during the Term, to use, copy, store, record, transmit, maintain,
display, view, print, or otherwise use Customer Data solely to the extent necessary to provide
Guest Insights to Customers CP trading partners who have purchased Shopper
Insights-on-DemandTec (as contemplated by this section) and subject to the confidentiality
provisions of the Master Agreement.
 (a)
    
    To this end, Customer agrees to provide resources to accelerate the roll-out and
implementation of the Shopper-Insight-on-DemandTec software service, with a commitment to
meet Customers obligations to use commercially reasonable efforts to meet the timelines
set forth in [***] Exhibit C. [***](b)
    
    The fees to be charged to Customers CP trading partners for Guest Insights shall be as
mutually agreed by the parties (the Unreduced Fee), with the current plan being
to sell [***]. The parties agree to share the Net Software Fees received from
the sale of Guest Insights to Customers CP trading partners as follows:
 (i)
    
    Net Software Fees received during the Initial Service Term  [***]%
Customer and [***]% DemandTec(ii)
    
    Net Software Fees received after the Initial Service Term  [***]%
Customer and [***]% DemandTec
 [***]For purposes hereof, the term Net Software Fee means the total fees received from
Customers CP trading partners for the right to receive access to the Guest Insights
generated by the DemandTec software services, net of unrecoverable sales, use, withholding
or other taxes, but prior to any reduction in payments due to income taxes which may be
imposed by a government authority. DemandTec agrees to use commercially reasonable efforts
to collect fees due in accordance with this Section 9 from Customers CP trading partners.
DemandTec will pay Customers portion of the Net Software Fees to Customer within 30 days of
DemandTecs receipt of payment of the fees.(c)
    
    It is understood that either party may separately offer manually-delivered insights and
strategic analysis and/or consulting services to Customers CP trading partners that
subscribe to the Guest Insights in order to assist those companies to understand and apply
the Guest Insights in their businesses. [***](d)
    
    Customer agrees that in marketing and selling the Guest Insights to its CP trading
partners it will clearly and conspicuously attribute the source of the insights or other
reports by displaying any attributions that are included within the reports and, if not
included within the reports, a powered by DemandTec attribution within the display.10.
    
    Program Period. [***] The functionality [***] represents new
functionality that is separate and unique from the DemandTec price, promotion and markdown
software applications that are part of the Currently Included Software
 
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 23




---



##### 



(DEMANDTEC LOGO)
    
    TGT 1006 SO 004
 Services. As
consideration for Customers entering into this Order Form, DemandTec is granting Customer
certain custom access rights as it relates to [***].In consideration for the [***] support around the development of [***],
for the longer of (a) the Initial Service Term, or (b) [***] from the
[***] Material Availability Date (the Program Period), DemandTec agrees
that it shall not, without Customers consent, sell, license or otherwise provide to [***] (the
Specified Companies) (x) the [***] or (y) [***].For purposes hereof, the [***] Material Availability Date shall mean the date on
which DemandTec can demonstrate that [***] is Materially Available (as defined
below). For purpose hereof, [***] will be considered to be Materially
Available when DemandTec has made generally available in its production environment
(i.e., after completion of DemandTecs equivalent of beta testing) a software service that
[***]. It is understood that the [***] functionality will be developed
in phases over time and that [***] does not need to include all contemplated
features [***] in order to be considered to be Materially Available. The
inclusion of a material portion of the following functionality would be evidence that
[***] has been made Materially Available:[***]Active implementation and use of [***] by Customer is not required in order
for the software service to be considered Materially Available, but it would be evidence
thereof.When DemandTec determines that it has achieved the [***] Material Availability
Date, it shall provide Customer with written notice to this effect. Customer shall have a
period of [***] from its receipt of written notice from DemandTec within which to
dispute that the software service is Materially Available by providing DemandTec with
written notice thereof. Any such notice shall set forth with specificity all perceived
non-conformities and why Customer believes the [***] Material Availability Date
has not been achieved. If the parties are unable to resolve any such dispute in good faith
this shall be escalated to the Steering Committee for discussion and resolution. The
[***] Availability Date shall be deemed to have been achieved (a) if a notice of
dispute is not received by DemandTec before the expiration of the review period, (b)
earlier, upon DemandTecs receipt of Customers written acknowledgement that the software
service is Materially Available, or (c) upon final resolution by the Steering Committee.For the avoidance of doubt, [***](a)
    
    [***](b)
    
    If Customer materially breaches its obligations contained in this Order Form and fails
to cure such breach within sixty (60) days of notice from DemandTec of such breach, then
DemandTec may, in addition to any other remedies available to it, terminate the Program
Period obligations set forth in Section 10, but otherwise maintain the Order Form in full
force and effect.
 11.
    
    Marketing Commitment. Customer agrees to undertake the joint marketing activities
listed in Exhibit E-1.12.
    
    Renewal Rights; Termination. Following the Initial Service Term, Customer may renew
this Agreement on the terms hereof for additional [***] terms (each a Renewal
Term) by providing DemandTec with written notice of such election at least
[***] prior to the expiration of the then-current term. In the event that Customer
exercises this option, the Annual Fee for the initial Renewal Term shall be no more than
[***]). For any subsequent Renewal Term, the Annual Fee shall [***]. The
term Term shall mean the Initial Service Term, as extended by any Renewal Terms.In addition to any termination rights set forth in the Master Agreement, Customer shall have the
right to terminate this Order Form effective on either the [***] of the Order
Effective Date with or without cause, for any reason or no reason
 
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 24




---



##### 



(DEMANDTEC LOGO)
    
    TGT 1006 SO 004
 whatsoever, by providing at least [***] advance written notice to DemandTec. Customer shall also have the right
to terminate this Order Form pursuant to Section 14 below upon a Change of Control (as defined
below) by providing DemandTec with written notice to be received no more than [***]
following Customers becoming aware of the Change of Control.Upon any termination of this Order Form, the parties shall be relieved of their obligations
under this Order Form (including Customers obligation to pay the Annual Fees related to future
years), except for any obligations to make payments for amounts that became due prior to the
effective date of termination or that relate to services performed prior to the effective date
of termination and any obligations under Sections 13, 14 (to the extent such obligations were
triggered prior to termination) and 15 below. In addition, Customer shall be entitled to
receive a refund of any remaining portion of the Credit that otherwise would have served to
off-set the Annual Fee in the years (including any pro-rated amount related to a partial year)
following termination (for example, [***] if termination is effective [***]
and [***] if termination is effective [***]). If Customer rightfully
terminates this Order Form in accordance with the terms hereof or the terms of the Master
Agreement Customer also shall be entitled to a prorated refund of the pre-paid Annual Fee paid
for the year in which the termination occurs based on the number of unused days following
termination. Except as expressly set forth above, Customer shall not be entitled to a refund of
any other fees previously paid to DemandTec. In addition, within [***] of the
effective date of termination, Customer shall pay to DemandTec any fees that are still due for
services previously rendered by DemandTec to the extent the parties had entered into one or more
Change Orders or Statements of Work augmenting Exhibit D or Customer had agreed to purchase
additional Analytical Services in accordance with Section 6 hereof.
 13.
    
    [***].14.
    
    Change of Control. [***]15.
    
    Intellectual Property Rights.
 (a)
    
    The parties acknowledge and agree that each owns, retains and protects intellectual
property it has developed (whether itself or by a third party as a work for hire) prior
to, or will continue to develop subsequent to, the Order Effective Date and that no party
forfeits or loses its intellectual property rights by virtue of the disclosures or
contributions either makes to the features and functions contained in any new enhancements.
Without limiting the generality of the foregoing, the parties acknowledge and agree that
DemandTec shall own all DemandTec IP (as defined in the Master Agreement) and Customer
shall own all Customer Data (as defined in the Master Agreement).(b)
    
    The parties further acknowledge and agree that, although the parties will
[***] in connection with certain future enhancements to the DemandTec products
and services, it is understood that DemandTec intends to develop, productize and
commercially market all new enhancements and any new products, [***], to other customers,
and, [***]; provided DemandTec complies with all applicable confidentiality
obligations contained in the Master Agreement. For purposes of the grant to DemandTec in
the foregoing sentence, Customers intellectual property rights shall mean any intellectual
property first created, solely or jointly, by Customer pursuant to the [***]
activities under this Order Form. Except as set forth in Section 10 (Program Period),
nothing in this Order Form will be deemed to (i) limit or restrict DemandTec from
productizing any ideas that are [***] developed under this Order Form or from
providing any enhancements [***] to other parties for any purpose, or (ii) in any
way affect the rights Demand Tec grants or has granted to such other parties in and to its
current or future products and services; provided DemandTec complies with all applicable
confidentiality obligations contained in the Master Agreement.(c)
    
    Similarly, although [***] design and develop certain enhancements, nothing
herein will be deemed to limit or restrict Customer from continuing to create, develop,
extend, modify and enhance its ideas, concepts, knowledge, procedures, marketing and
customer-targeted promotion planning strategies and its other proprietary information
related to its retail promotions business for the benefit of its customers; provided
Customer complies with all applicable confidentiality obligations contained in the Master
Agreement.
 
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
    
    2 PAGES HAVE BEEN OMITTED.
    
    2 PAGES HAVE BEEN OMITTED. 25




---



##### 



(DEMANDTEC LOGO)
    
    TGT 1006 SO 004
 16.
    
    Corporate Authority; No Conflicts. Each party represents and warrants that it has
the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Order Form and to carry out its obligations hereunder. The execution and
performance of its obligations hereunder do not conflict with or constitute a breach under any
contract, instrument or understanding to which such party or any of its affiliates are bound.17.
    
    Taxes. Customer shall pay all sales, use, value-added or similar taxes levied on the
services or products delivered under this Order Form other than taxes based on DemandTecs
income (collectively Taxes). Customer shall reimburse
DemandTec for any Taxes paid or accrued directly by DemandTec, but shall at all times be entitled to any refunds of such
taxes that may be paid by any taxing authority to DemandTec. Without limiting the generality of the foregoing, DemandTec
believes that the services provided hereunder may be subject to Minnesota state sales taxes, in which case Customer accepts
responsibility to remit to DemandTec the sales taxes in addition to the Annual Fee, unless Customer provides a reasonably
justifiable basis as to why DemandTec should not charge sales tax such as an exemption certificate, a notice of sell
filing, etc.
 ATTACHMENTS:
 Exhibit A:
    
    [***]Exhibit B:
    
    Description of Functionality of Current Included Software Services [***]Exhibit C:
    
    [***]Exhibit D:
    
    Description of Included Professional ServicesExhibit E:
    
    Marketing and Publicity CommitmentsExhibit E-1:
    
    Approved Form of Press ReleaseExhibit F:
    
    Customer Contact Sheet
 ACKNOWLEDGED AND AGREED:
 DemandTec, Inc.
    
    
    
    Target CorporationBy:
    
    /s/ Dan Fishback
    
    
    
    By:
    
    /s/ Kathy TesijaName:
    
    Dan Fishback
    
    
    
    Name:
    
    Kathy TesijaTitle:
    
    CEO
    
    
    
    Title:
    
    EVP, MerchandisingDate:
    
    6/15/10
    
    
    
    Date:
    
    June 14, 2010
 
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 26




---



##### 



(DEMANDTEC LOGO)
    
    TGT 1006 SO 004
 Exhibit A
  
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 27




---



##### 



(DEMANDTEC LOGO)
    
    TGT 1006 SO 004
 Exhibit B
 DESCRIPTION OF FUNCTIONALITY OF INCLUDED SOFTWARE SERVICES
(Current service names are identified below, but subject to change)
 Everyday Price Optimization
  Promotion Planning & Management
  Promotion Optimization
  Promotion Execution
  Assortment Optimization
  Markdown Optimization
  Deal Management
  Shopper Insight-on-DemandTec
   
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 28




---



##### 



(DEMANDTEC LOGO)
    
    TGT 1006 SO 004
 Exhibit C
  
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 29




---



##### 



(DEMANDTEC LOGO)
    
    TGT 1006 SO 004
 Exhibit D
 DESCRIPTION OF INCLUDED PROFESSIONAL SERVICES
 Professional Services
 I. Scope of Project
 Implementation
Project
 Exhibit B Implementation Plan
  II. Description of Professional Services
 A. Project Management
  B. Data Feed and Platform Management
   
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 30




---



##### 



(DEMANDTEC LOGO)
    
    TGT 1006 SO 004
  C. Data Validation
  D. Modeling Services
 1.
    
    Modeling Process. DemandTec will provide its standard econometric modeling services
for each product category in accordance with the Implementation Plan, which services include
creating modeling datasets, estimating models, assessing model quality, and troubleshooting
models as needed. Demand coefficients will be calculated and provided for use with the
Included Software Services generally in accordance with the agreed-upon schedule in the
Implementation Plan, as this may be modified over time by the parties. The following process
is anticipated for the rollout of each group of Product Categories:
 
    
    All Product Categories will be modeled using the latest generally available DemandTec Platform
    
    DemandTec statisticians will review and approve the accuracy of the models for each product category
    
    Following the completion of modeling of a product category, the specific demand
coefficients at the Store-Item level will be loaded into the DemandTec Platform
 2.
    
    Modeling Frequency. Each new product category for the Included Software Services
will be modeled initially and then subsequently remodeled on a reasonable cadence based on the
dynamics of the category as reasonably assessed by DemandTec. To this end, for the price,
promotion and assortment software services, DemandTec will update model coefficients as
indicated, which for the average category typically is two to three times per year. The
cumulative number of models and subsequent remodels will steadily grow until the point in time
where all categories within scope are under management. In order to make this process
manageable for both DemandTec and Customer, DemandTec will look for ways to streamline the
model estimation and release processes without compromising the quality of the deliverables.In the case of a data restatement, DemandTec will work with Customer to determine whether a
reload of the restated historical data and a remodel of the affected product categories is
warranted, which may require additional fees to be agreed upon at that time.3.
    
    [***].
 E. Basic Implementation Services
  
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 31




---



##### 



(DEMANDTEC LOGO)
    
    TGT 1006 SO 004
 F. Project Team and End-User Training
  
    
    Regular re-occurring quarterly training to be provided by one DemandTec Trainer for up to
[***] at a time, [***], with curriculum to be as agreed based on
Customers then-current needs; provided that if Customer instead requests follow-up training
for new hires on each new Included Software Service, which could require one day of a
DemandTec Trainers time per quarter after the completion of initial training, then the
re-occurring quarterly training shall only be for up to [***] at a time
    
    [***] of focused training on each new Included Software Service to be provided by
one DemandTec Trainer, with the timing of such training to sync with the roll-out of the
various Included Software Services as provided in the Implementation Plan
    
    Support and maintenance of the DemandTec EDU database that is used to facilitate training
events
   III. DemandTec Resources; Roles and Responsibilities
  A. Account Sales Director
  B. Implementation Consulting Services
 Professional Services Director
  
    
    Act as overall sponsor of the services relationship between senior Customer personnel
and the DemandTec staff; ensuring complete Customer satisfaction and reference-ability
(likely serving as Project Manager)
    
    Share best practices with Customer in an effort to ensure the maximum value of the
DemandTec software services is fully achieved
 
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 32




---



##### 



(DEMANDTEC LOGO)
    
    TGT 1006 SO 004
 
    
    Responsible for delivering on all commitments outlined in the Implementation Plan by the
specified deadlines
    
    Manage multiple internal implementation teams across the different Included Software
Services throughout the process
    
    Coordinate with partner resources where necessary to ensure timely delivery
    
    [***]
    
    Work with Customer to embed the Included Software Services into Customers existing
business operations; recommend changes to Customers organizational structure and processes,
as necessary
    
    Provide ongoing Customer support on use of the Included Software Services
 Implementation Manager
  
    
    Develop with Customer and execute the Implementation Plan, striving to meet all deliverables and deadlines
    
    Manage planning, data integration, configuration, training and delivery processes
    
    Provide weekly status reports to Customer and internally to DemandTec
    
    Maintain a log of Project issues and risks with the goal being to ensure they are
resolved in a timely manner; escalate issues as needed
    
    Manage Project budget
    
    Provide Customer with key strategic insights from DemandTec software services
    
    Own Customer relationship with the goal being to ensure complete Customer satisfaction
    
    Manage a multi-functional internal and, if any, sub-contractor implementation team throughout the process
    
    Present to and interact with Customers senior and middle-management executives
    
    Provide training to key Customer stakeholders; tailor training to meet Customer needs
    
    Outline impact on business and assist with any necessary business changes
    
    Provide ongoing Customer support on use of the Included Software Services
    
    Facilitate required transfer of data and information between Customer and DemandTec
    
    Function as the primary point of contact between Customer personnel and DemandTec services staff
 Business Analyst
  
    
    Provide key category-by-category support in the implementation process, including data
setup, demand group formation and other data enhancement, category strategy and rule
definition, optimization, forecasting, and conduct ad-hoc analyses
    
    Work with the buyers to articulate category strategies and rules effectively for use in
the Included Software Services
    
    Provide on-the-job training to Customers team
    
    Contribute to the weekly status reporting, highlighting issues, risks and possible solutions
    
    Advise on the proper creation of Demand Group structure compatible with DemandTec science
    
    Run QA checks on all completed product data prior to updating the DemandTec system
 
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 33




---



##### 



(DEMANDTEC LOGO)
    
    TGT 1006 SO 004
 Technical Consultant
  
    
    Participate in data and process definition sessions
    
    Recommend configuration choices based on retailer needs
    
    Set up and configure DemandTec software services to reflect retailer business needs
    
    Work to ensure that set up and configuration meet the needs of Customers business
    
    Serve as DemandTec point for all technical installation issues
    
    Discover, investigate, and resolve/escalate data anomalies and develop recommendations
to correct any such data anomalies, as needed
    
    When Customer upgrades its DemandTec software services, the Technical Consultant
assists with planning and executing the upgrade
 C. Data Integration and Modeling Services
 Modeling Services Manager
  
    
    Manage the connection between the data enhancement and modeling processes, supervising Statisticians
    
    Allocate Modeling resources to perform analytical work
    
    Troubleshoot any data or process issues encountered during the modeling process
    
    Work with Statisticians to develop any required ad-hoc analyses
    
    Track and report on modeling status to internal and Customer teams
    
    Work with Customer to fully understand and scope out any necessary ad-hoc analysis
 Statistician
  
    
    Set up modeling templates with Customer- and category-specific values
    
    Perform ad-hoc data transformations prior to modeling, when necessary
    
    Submit and monitor modeling jobs
    
    Review results of data integrity checks in first stage of modeling, working with Tech
Integration and Implementation team to resolve any issues
    
    Assess model fit and resulting forecast accuracy and conduct diagnostic analyses when required
    
    Track status of all categories as they move through the model, remodel and/or recalibration processes
    
    Conduct ad-hoc analyses on modeling data and post-implementation results per internal and Customer requests
 Technology Integration Lead
  
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 34




---



##### 



(DEMANDTEC LOGO)
    
    TGT 1006 SO 004
 
    
    Conduct data discovery process, communicating DemandTecs requirements for inbound data
and developing key insights into Customers IT systems and business processes
    
    Serve as DemandTec point for all outbound and inbound interface development
    
    Build, test, and deploy data conversion scripts as needed
    
    Discover, investigate, and resolve/escalate data anomalies; develop recommendations to
correct data anomalies as needed
    
    Verify the accuracy of regular transmission of retailers data files and DemandTec final prices
    
    Troubleshoot any data transfer problems, including hardware, security, firewall, and network issues
    
    Design, build, test, and deploy any [***] functionality required by the
retailer; coordinate with DemandTec Product Management and Engineering on how to roll the
[***] functionality into DemandTecs software services if needed
    
    In the event Customer upgrades their internal IT systems, the Technology Integration
Lead will assist with planning and executing the internal IT systems upgrade as it relates
to DemandTec-specific interfaces
 D. Trainers
  
    
    Understand Customers audience and workflow to develop unique educational requirements
    
    Reasonably tailor curriculum to Customers unique educational requirements
    
    Build, test and deploy Education database
    
    Produce curriculum agendas and tailored training materials
    
    Facilitate tailored training curriculum
    
    Ensure long-term concept retention; facilitate follow-up training sessions as necessary
    
    Ensure release notes are developed; facilitate new release training sessions if new
functionality dictates a new workflow
 IV. Key Assumptions
  A. General
 
    
    Customer will assign [***] full-time resources to program management
 
    
    Customer or its third party consulting partner will conduct all process work
 
    
    Customer or its third party consulting partner will perform the majority of the change
management effort that is necessary for a successful implementation
 
    
    Customer staff is responsible for business process mapping and design, although they will be
supported by DemandTec consultants (provided in accordance with Section III above), as needed
 
    
    Customer will define the business strategies and merchandising rules for using the Included
Software Services with the included product categories
 
    
    Customer will provide sufficient and qualified resources for training and certification in
use of each Included Software Service. These resources will be the primary users of the
software services, with DemandTec focused upon helping Customer become self-sufficient.
 
    
    DemandTec will create, in conjunction with Customer, the overall Project timeline in
accordance with Section 1 of the Order Form
 
    
    Customer will minimize (or own) re-work or re-optimization activities generated by changes in
strategy or organization re-alignment activities
 
    
    DemandTec will manage its internal processes and timelines to support Customers initiatives
 
    
    The actual timing and scope of the roll-outs of the different Included Software Services will
not be materially faster or broader than the initial timing and scope estimated in the initial
[***] attached to the Order Form unless otherwise mutually agreed by the Steering
Committee
 
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 35




---



##### 



(DEMANDTEC LOGO)
    
    TGT 1006 SO 004
 
    
    The Professional Services outlined herein do not include any services in connection with
providing DemandTec Analytical Insights & Solutions or performing any consulting to explain
and/or help Customer understand such AIS, as this is being handled by a separate dedicated
resource as provided in the Order Form
    
    Pursuant to the Order Form, Customer will receive DemandTecs Base Price Performance analysis
(BPP, formerly Advanced MDA) on a quarterly basis. As such, limited time has been
included in the Professional Services contemplated hereunder for benefits measurement
analysis. If Customer requires any significant assistance in understanding the results of the
BPP, then additional fees may be required.
    
    Implementation Consulting Services required to implement any Future Included Software
Services other than [***] are not contemplated under this Exhibit, as it currently
is impossible to estimate the services that might be required to roll-out any such
to-be-developed software service
 B. Resources
 
    
    During the five-year Initial Service Term, DemandTec will provide an average of
[***] resources engaged in Implementation Consulting Services to assist in the
roll-out of the various Included Software Services in accordance with the agreed
Implementation Plan
 
    
    More Implementation Consulting resources will be required in the first [***] of the
Initial Service Term than during the final [***] of the Initial Service Term, with
the average number of Implementation Resources required in any Renewal Term being [***]
 
    
    The implementations of the different Included Software Services shall be paced so as to
ensure that at no time will DemandTec have more than [***] Implementation and
Consulting resources actively engaged in an implementation
 
    
    Regular DemandTec on-site Implementation and Consulting services tend to be provided only
through a limited number of months of the roll-out of each Included Software Service (enough
to provide active assistance for approximately [***] of each roll-out). After that,
we expect Customers team will be trained and independent so that a continuous DemandTec
on-site presence will no longer be required for that particular software service.
 
    
    DemandTec resources will work both on Customers premises and remotely
 
    
    DemandTecs on-site consultants generally work Monday through Thursday at Customers offices
and Friday from their home office
 C. Data Integration and Modeling
 
    
    Inbound data feeds to DemandTec will match the format and layout defined in the DemandTec
Data Requirements Document, except where otherwise agreed by Customer and DemandTec
 
    
    Data integrity is essential to generating high quality demand models. Significant data
outages or accuracy concerns could require optional T&M professional services
 
    
    Customer will produce high quality data files to match DemandTecs format as specified in
DemandTecs Data Requirements Document. Any data quality issues will adversely impact the
implementation timeline.
 
    
    DemandTec has various processes to detect and even correct some data quality issues.
DemandTec expects Customer support for ensuring the information provided is correct and
resolving any issues at the source. It is important that Customer provide resources to
address any data issues in a timely manner.
 
    
    Except where otherwise agreed by Customer and DemandTec, no customization of the existing
price export and import functionality provided by DemandTecOpenLink will be required. Any
unique error checking or price conflict resolution required for Inbound DemandTec Price files
from DemandTec to Customer will be written and implemented by Customer.
 
    
    Customer or its third party consulting partner will continue to perform all data enhancement
work as Customer currently is doing for its existing implementations of DemandTec software
services
 
    
    Modeling will be performed in accordance with the process, on the cadence and at the level of
granularity set forth in Section II(D)
 D. Training
 
    
    DemandTec will employ a train-the-trainer approach; Customer will manage training its end
users
 
    
    Customer will manage the adoption by its organization of these new capabilities
 
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 36




---



##### 



(DEMANDTEC LOGO)
    
    TGT 1006 SO 004
 
    
    To the greatest extent possible, at least [***] advance notice will be given by
Customer in order to schedule training sessions appropriately
 E. Implementation of Specific Included Software Services
 Assortment Optimization
 
    
    DemandTec will provide active Implementation Consulting Services to support users for
the first three (3) waves and of the roll-out and the first wave each time when adding a
new division
    
    DemandTec will lead the knowledge transfer to [***] users
    
    No more than [***] product categories would be added to the set of included categories in a given [***] period
    
    In this regard, candidate categories for implementation in Assortment Optimization
should be chosen from the set of categories that are deemed successfully managed under
Price or Promotion Optimization or, [***]
    
    Customer resources will manage the overall project, including the creation of timelines
and coordination of internal resources
    
    Financial benefits will be solely measured by Customer
    
    Customer will provide its own Consumer Decision Trees (CDTs) for the included product categories
    
    Customer or its third party consulting partner will perform the analytical and
consulting services required to identify and determine Customers shopper segments
 Shopper Insights
 
    
    [***]
    
    DemandTecs implementation services will focus on transferring knowledge to Customer users
    
    DemandTec will employ a train-the-trainer approach
    
    Following completion of initial implementation, DemandTec will provide active on-site
support for [***] each time new shopper insights b are released through the
software service
    
    Customer resources will manage the overall project including the creation of timelines
and coordination of internal resources
    
    Professional Services contemplated hereunder do not include consulting services to be
provided to Customers CP trading partners in connection with their purchase of Guest
Insights
  Promotion Planning & Management / Promotion Execution (formerly AME)
 
    
    [***]
    
    DemandTec will focus on transferring knowledge to Customer users and employ a train the trainer approach.
    
    Customer will own the change management effort that is necessary for a successful
implementation. DemandTec will provide best practice recommendations to assist with this
effort.
    
    Customer is responsible for business process mapping and design. DemandTec consultants
will support Customer as needed.
    
    [***]
 Markdown Optimization
 
    
    [***]
    
    Customer resources will manage the overall project, including the creation of timelines
and coordination of internal resources
    
    Financial benefits will be solely measured by Customer
    
    Customer will provide accurate store level inventory
    
    Customer will have the ability to hold store level markdowns in their price hosting system
 
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 37




---



##### 



(DEMANDTEC LOGO)
    
    TGT 1006 SO 004
 
    
    Customers systems will allow a reasonable time window between automatic
re-optimizations and markdown file delivery from DemandTec
    
    No more than [***] product categories would be added to the set of included
categories in a given [***] period
  V. Change Requests
  
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 38




---



##### 



(DEMANDTEC LOGO)
    
    TGT 1006 SO 004
 CHANGE REQUEST FORM
 REQUEST DETAILSOrganization
    
    
    
    Date RequestedRequestor
 CHANGE DETAILS
 Description of Additional Services:
 Reason for Change:
 Fees and Payment Terms:
 Supplementary Documentation (Y/N) If Y then list below
 ACKNOWLEDGED AND AGREED:DemandTec, Inc.
    
    
    
    Target CorporationBy:
    
    
    
    
    
    
    
    By:Name:
    
    
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    
    
    Title:Date:
    
    
    
    
    
    
    
    Date:
 39




---



##### 



(DEMANDTEC LOGO)
    
    TGT 1006 SO 004
 Exhibit E
 MARKETING AND PUBLICITY COMMITMENTS
 
    
    Customer agrees that DemandTec may
issue a press release announcing
this strategic relationship in the
approved form attached hereto as
Exhibit E-1. Thereafter, if a
party wishes to issue a press
release concerning the existence or
terms of this Order Form or the
relationship between the parties,
then such party shall submit the
statement to the other party for
review and approval, which approval
shall not be unreasonably withheld.
    
    Customer hereby grants to DemandTec
permission to list Customers name
and to display Customers logo to
indicate Customer as a customer of
DemandTec in DemandTecs standard
marketing materials and on the
DemandTec website (subject to
compliance with Customers
trademark use guidelines), provided
that each use of Customers name or
logo must be approved in writing in
advance by Customer, which approval
shall not be unreasonably withheld.
    
    Customer agrees to act as a
reference for the Included Software
Services, including providing
quotes from suitable executive
level personnel for marketing
materials.
    
    In addition, provided it is
satisfied with the progress of the
Project and subject to the
reasonable notice and availability
of personnel, Customer will
endeavor to: (a) make available
management for promotional purposes
at times that are convenient for
Customer; (b) participate in one or
more interviews to be used by
DemandTec in marketing collateral;
and (c) make joint appearances at
industry conferences and events
promoting the DemandTec software
services, in case at DemandTecs
expense.
    
    DemandTec has identified the
companies listed below as being
suitable prospects for certain
DemandTec software services,
[***]. Customer agrees
to provide reasonable assistance to
DemandTec in its sales process with
softline retailers and,
specifically, the prospects listed
below, at DemandTecs expense and
at times that are convenient for
Customer.
 
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
 
 [***] =
    
    CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 40




---



##### 



(DEMANDTEC LOGO)
    
    TGT 1006 SO 004
 Exhibit E-1
 APPROVED FORM OF PRESS RELEASE
 
  Target Selects DemandTec for nextGEN Shopper Insights and Collaboration Solution
 Second largest general merchandise U.S. retailer to collaborate with manufacturers and empower
merchants using guest  insights deployed at the point of decision
 DemandTec Shopper Insights
 DemandTec Shopper Insights Shopper Insight-on-DemandTec
   DemandTec Lifecycle Price
Optimization, DemandTec Assortment & Space, DemandTec End-to-End Promotion Management Shopper
Insight-on-DemandTec
  41




---



##### 



(DEMANDTEC LOGO)
    
    TGT 1006 SO 004
  DemandTec TradePoint Network,
 About Target Corporation
  About DemandTec
  DemandTec Safe Harbor
  42




---



##### 



(DEMANDTEC LOGO)
    
    TGT 1006 SO 004
 Media Contact:
  DemandTec Investor Contact:
   43




---



##### 



(DEMANDTEC LOGO)
    
    TGT 1006 SO 004
 Exhibit F   CUSTOMER CONTACT SHEET
 CUSTOMER BUSINESS CONTACT:
 Name:Address:Phone:Fax:Email:
 INVOICE REQUIREMENTS:
 o o
 
 BILLING CONTACT (if different from Business Contact):
    
    ACCOUNTS PAYABLE CONTACT (if different):Name:
    
    
    
    Name:Address:
    
    
    
    Address:Phone:
    
    
    
    Phone:Fax:
    
    
    
    Fax:Email:
    
    
    
    Email:
 44