exv10w1






Exhibit 10.1




AMENDED AND RESTATED MASTER AGREEMENT




     This AMENDED AND RESTATED MASTER AGREEMENT (the “Agreement”) is effective as of June
14, 2010 (the “Effective Date”) between DemandTec, Inc., a Delaware corporation
(“DemandTec”) and Target Corporation, a Minnesota corporation, on behalf of itself, its
operating divisions and subsidiaries (together, “Customer”), and amends and restates in its
entirety the Master Agreement between DemandTec and Customer dated February 26, 2010.



1. SOFTWARE SERVICE ACCESS RIGHTS




1.1 Ordering Process. From time to time during the Term of this Agreement, the parties may agree
that DemandTec shall make available to Customer one or more of the proprietary software services
owned by DemandTec (each, a “Software Service”) and/or analytical insights & solutions
relating to those Software Services (such services, the “Analytical Services”) in exchange
for the payment by Customer of certain fees. In such event, DemandTec and Customer shall enter
into an order form (each, an “Order Form”) that sets forth the terms under which DemandTec
will make the Software Service(s) and/or Analytical Service(s) available to Customer. Each Order
Form shall incorporate the terms of this Agreement by reference and shall be deemed a part hereof.




1.2 Customer’s Right to Access Software Services.




     (a) Access; Restrictions.


          (i) Access. Subject to the terms and conditions contained in this Agreement, DemandTec hereby
grants to Customer a worldwide, personal, nontransferable (except as otherwise set forth in this
Agreement or the applicable Order Form), non-sublicensable, non-exclusive (except as otherwise set
forth in this Agreement or the applicable Order Form), limited right to remotely access those
Software Services identified in Order Forms entered into between the parties during the Term. Such
use may be by employees of Customer or contractors or agents of Customer, provided that (a) each
such contractor or agent is not a competitor of DemandTec (as set forth in a written document
acknowledged by the parties contemporaneous with this Agreement and as may be updated no more than
once a year by mutual agreement of the parties), is informed of the confidential nature of the
Software Service and is subject to a written nondisclosure agreement that requires them to maintain
in confidence the Software Service and other related information of DemandTec, and (b) Customer
shall be liable to DemandTec for any breach by Customer’s contractors or agents to the same extent
as if such breach was committed by Customer.


          (ii) Deployment.



               (A) Where DemandTec deploys the Software Service over the World Wide Web (in which case the
Software Service shall be referred to as a “Hosted Software Service”), DemandTec shall
provide the software-as-a-service delivery services described on Exhibit A hereto (the
“SaaS Delivery Services”). This includes providing all physical hosting of the Hosted
Software Service in a data center (the “Hosted Environment”) reasonably acceptable to
Customer. [***] It is understood that DemandTec may contract with a third party service provider
[***] to provide certain of the SaaS Delivery Services on its behalf. DemandTec shall be liable
for all actions and omissions by its third party service provider to the same extent as if such
actions and/or omissions were made by DemandTec.



               (B) Installed. Where the Software Service is not deployed over the World Wide Web (in which
case the Software Service shall be referred to as an “Installed Software Service”), the
Software Service shall be installed on Customer’s own computer systems and Customer’s use of the
Ordered Software Service shall be governed by license terms to be agreed upon by the parties. Such
terms shall provide, among other things, that Customer is responsible for (i) obtaining and
maintaining any equipment and ancillary services needed to access the Installed Software Service
including, without limitation, modems, hardware, server, software, operating system,





 




			
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networking and web servers meeting the requirements set forth in Exhibit D hereto
(together, “Access Equipment”) and (ii) ensuring that such Access Equipment is compatible
with the Software Services and complies with all configurations and specifications set forth herein
and/or in the applicable Order Form and Documentation.



          (iii) Restrictions. Prior to execution of the applicable Order Form, DemandTec will allow
Customer to review (and, during the term of the Order Form, DemandTec shall allow Customer to make
as many copies as Customer deems necessary of) DemandTec’s standard User Guides for the Software
Service, as well as on-line Help Sections and, if Customer is entitled to receive one or more
training courses, DemandTec’s current standard participant training guide for the applicable
training course(s) (collectively, the “Documentation”). Whether or not DemandTec hosts the
Software Service, Customer may use the Software Service only for its business purposes in
accordance with this Agreement, the particular Order Form and any applicable Documentation.
Customer shall not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise
attempt to discover the source code, object code or underlying structure, ideas or algorithms of
the Software Service or any software related to the Software Service (collectively,
“Software”); modify, translate, or create derivative works based on the Software; copy for
any purpose, rent, lease, download, transmit, distribute, pledge, assign, or otherwise transfer or
encumber rights to the Software ([***]); use the Software for timesharing or service bureau
purposes or otherwise for the benefit of a third party; or access or attempt to access any other
DemandTec customer accounts or restricted information. In the event that DemandTec believes
Customer is in violation of the foregoing, DemandTec will notify Customer of its concerns, and
Customer will have [***] from its receipt of DemandTec’s notice to provide a response to
DemandTec’s concerns. Notwithstanding the preceding, if DemandTec determines that Customer is in
violation of the foregoing and such violation will irreparably harm DemandTec if the violation
continues, DemandTec may seek an injunction to enjoin Customer from continuing such conduct. The
preceding does not preclude Customer from retaining the right to use the general knowledge,
experience and know-how acquired by it in the course of running and using the Software Service
(except to the extent the same constitutes Confidential Information under the NDA (as defined in
Section 7 below) or is Customer’s proprietary property).



     (b) Customer Support and Maintenance. For Hosted Software Services, DemandTec shall provide
Customer with the customer support and maintenance services described on Exhibit C hereto
(the “Hosted Support Services”). For Installed Software Services, DemandTec shall provide
Customer with the customer support and maintenance services agreed upon by the parties.



     (c) Customer Responsibilities. Customer’s right to access the Software Services and to
receive the Hosted Support Services is conditioned upon the following:


          (i) Equipment. Customer is responsible for (i) obtaining and maintaining any equipment and
ancillary services needed to access the Software Services including, without limitation, modems,
hardware, server, software, operating system, networking, web servers and local and long distance
telephone service (together, “Access Equipment”) and (ii) ensuring that such Access
Equipment is compatible with the Software Services and complies with all configurations and
specifications set forth herein and/or in the applicable Order Form and Documentation. The minimum
requirements for Access Equipment are set forth in Exhibit D hereto.


          (ii) Passwords. For each Hosted Software Service, DemandTec shall provide Customer with an
administrative user ID and password for a DemandTec account (each, an “Account”) for the
Software Service. Customer shall be responsible for the security of its user ID(s) and password(s),
and for all uses of the same with Customer’s knowledge or consent.


          (iii)
Customer Data. In order to utilize the Software Services, Customer will provide
DemandTec with data to be identified in the relevant DemandTec data requirements document for the
particular Software Service (the “Requirements Document”), with such data to be provided in
the formats identified therein. The Requirements Document will be made available by DemandTec to
Customer prior to execution of the applicable Order Form. All data provided by Customer hereunder
is referred to as the “Customer Data”. It is understood that the provision of additional,
non-mandatory data will enhance the functionality of the Software





 




			
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Service and that from time to time DemandTec may recommend that Customer provide additional
data based on upgrades to the Software Service and/or Customer’s specific needs and operations.
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 the Software Services to Customer and subject to the
confidentiality provisions contained herein.



          (iv) Compliance with Agreement, Order Form and Law. Customer shall use the Software Service
in compliance with the terms of this Agreement, the applicable Order Form, the Documentation and
all applicable laws.



2. ANALYTICAL SERVICES




2.1 Access. Subject to the terms and conditions contained in this Agreement, DemandTec hereby
grants to Customer the right to receive those Analytical Services identified in Order Forms entered
into between the parties. Customer’s right to receive the Analytical Services shall be subject to
the limitations on scope and other terms and conditions set forth in this Agreement and the
applicable Order Form.




2.2 Customer’s Responsibilities. Customer’s right to receive the Analytical Services is
conditioned upon Customer providing the Customer Data described in the applicable data requirements
document for the Analytical Services in the formats described therein.




3. PROFESSIONAL SERVICES




3.1 General. If any professional services, including modeling or training (collectively, the
“Professional Services”) are necessary in connection with Customer’s use of the Software
Service or receipt of the Analytical Services, the terms and conditions under which DemandTec shall
provide such Professional Services shall be set forth in one or more statements of work (each a
“Statement of Work” or “SOW”) that incorporates this Agreement by reference or, in
the event Professional Services are included as part of a fixed bid Order Form, all included
Professional Services shall be described in an Exhibit to be attached to such Order Form.




3.2 SOW Terms. The SOW must indicate the fees to be charged, if any, for the Professional
Services, a change control process to track changes, if any, in fees, as well as changes in the
service parameters, and applicable tasks to be performed by DemandTec. In addition to all other
terms in this Agreement, the Professional Services shall be subject to the following terms:




     (a) [***].



     (b) DemandTec warrants and represents that all personnel performing Professional Services
hereunder are either (i) DemandTec’s W-2 employees; or (ii) DemandTec’s subcontractors doing so
pursuant to written agreements with DemandTec. DemandTec shall be responsible for all actions and
omissions of its subcontractors.



     (c) DemandTec and its employees and subcontractors shall comply with Customer’s written
policies and rules communicated to DemandTec (which may be through provision of a link to
Customer’s website) regarding safety and security, workplace conduct and information security
(including policies and rules regarding the possession of firearms and weapons, the possession or
use of drugs and alcohol, inappropriate use of computers and the Internet, and inappropriate
behavior, discrimination and harassment). If required by Customer, employees and subcontractors
who work on-site at Customer’s facilities must have undergone a criminal background check, drug
test, and/or credit screen acceptable to Customer, subject to applicable local, state and federal
laws. [***]



     (d) In connection with all aspects of its Professional Services (including without limitation
DemandTec’s assignment of employees and subcontractors to other customers’ accounts), DemandTec at
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shall adhere to the highest professional standards and, in all circumstances, will avoid real
and perceived conflicts of interest.




4. FEES; PAYMENT TERMS




4.1 In exchange for the foregoing rights, Customer shall pay DemandTec the fees listed on each
Order Form (the “Software Service Fees”) and the fees listed on each SOW (the “SOW
Fees” and together with the Software Service Fees, the “Fees”) (assuming DemandTec
provides Professional Services). Customer does not require the issuance of a purchase order in
connection with this Agreement. No other amounts will be owed by Customer to DemandTec unless
specifically set forth in an Order Form or SOW.




4.2 Customer’s billing information and any invoicing requirements are set forth in Exhibit
E attached hereto, which shall be updated in an Exhibit to be attached to each Order Form.
Customer shall pay all sales, use, value-added or similar taxes levied on Customer’s use of the
services or products delivered under this Agreement (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.




5. TERM AND TERMINATION




5.1 Unless earlier terminated in accordance with the terms hereof, this Agreement shall commence on
the Effective Date and shall continue until there are no outstanding Order Forms or SOWs (the
“Term”).




5.2 In the event a party commits a material breach of its obligations under an Order Form, SOW, or
this Agreement and fails to cure such breach within [***] following its receipt of written notice
specifying the breach, the non-breaching party may, at its election: (a) terminate the applicable
Order Form or SOW upon written notice to the breaching party, (b) terminate any additional Order
Forms or SOWs then outstanding, and/or (c) terminate this Agreement and all outstanding Order Forms
and SOWs.




5.3 In the event of termination of an Order Form or SOW this Agreement shall continue to apply to
any other Order Forms or SOWs still in effect. Termination of an Order Form, SOW or this Agreement
shall not affect or impair either party’s right to pursue any legal remedy, subject to the
limitations set forth in Section 9 below. Upon termination or expiration of this Agreement, each
party shall promptly return to the other party all copies of documents and other materials that
contain or embody the other party’s Confidential Information that are in its possession. In
addition, upon termination or expiration of an Order Form, upon the other party’s request, each
party shall promptly return to the other party all copies of documents and other materials that
contain or embody the other party’s Confidential Information related to the terminated or expired
Order Form that are in its possession. Sections 1.2(a)(iii) and Sections 5-14 of this Agreement,
and each party’s obligation to pay amounts that accrued prior to termination of this Agreement
together with any defenses to such payment, shall survive the termination of this Agreement for
any reason.




5.4 Upon the expiration of the Term or earlier termination of this Agreement, DemandTec will
cooperate with Customer at no additional charge to stage all Customer Data and transition all such
Customer Data back to Customer or to another third party vendor at Customer’s direction. In
addition, upon the expiration or termination of an Order Form, DemandTec will cooperate with
Customer at no additional charge to stage all Customer Data related to the terminated or expired
Order Form and transition all such Customer Data back to Customer or to another third party vendor
at Customer’s direction.






 




			
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6. INTELLECTUAL PROPERTY RIGHTS




6.1 Except for Installed Ordered Software Services, the Software will be installed, accessed and
maintained only by or for DemandTec, and no license is granted thereto, [***]. All patents,
copyrights, trademarks, service marks, trade secrets and other proprietary rights in or related to
DemandTec’s econometric engines, financial modeling engines, price optimization engines and its
other methodologies, models, tools and analyses, including the Software, and the Documentation
(except to the extent that the Requirements Documents and any other Documentation includes Customer
Data or other customer proprietary information) and all copies and modifications thereof
(collectively, “DemandTec IP”), are and will remain the exclusive property of DemandTec or
its licensors. Customer shall not acquire any right in the DemandTec IP, except the limited rights
to access the Software Service specified in this Agreement. Neither party shall take any action
that jeopardizes the other’s intellectual property rights.




6.2 DemandTec agrees and acknowledges that at all time Customer shall be the sole and exclusive
owner of all Customer Data and any other Customer proprietary information and any and all
derivatives thereof. Nothing in this Agreement shall be construed as to extend to DemandTec any
rights in or to Customer Data other than (a) as set forth in Section 1.2(c)(iii) or (b) to the
extent contemplated by the applicable Order Form. Where the Order Form contemplates the use of
Customer Data for purposes other than as set forth in Section 1.2(c)(iii) (such as the case of
Shopper Insights-on-DemandTec), Customer hereby 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 fulfill the purposes set forth in the
Order Form.




6.3 If any action is brought against Customer claiming that a Software Service infringes any
patent, copyright, trademark or trade secret of a third party, DemandTec will indemnify, defend and
hold Customer harmless from and against any and all damages, losses, liabilities, settlements,
costs and expenses (including without limitation costs and attorneys’ fees) incurred by Customer in
connection with any such infringement claim. DemandTec’s obligations hereunder are subject to the
following: (a) Customer must notify DemandTec within a reasonable time of Customer’s learning of
the claim (however lack or delay of notice shall not excuse DemandTec’s indemnification obligations
except to the extent such lack or delay caused material prejudice to DemandTec); (b) DemandTec
shall have sole control over the defense of the claim, including appeals and all negotiations,
settlements or compromises; and (c) Customer shall provide DemandTec, at DemandTec’s expense, with
reasonable assistance, information, and authority necessary to perform the above. Customer may be
represented, at Customer’s expense, by counsel of Customer’s selection.




6.4 If an infringement claim described in Section 6.3 may be or has been asserted, Customer will
permit DemandTec, at DemandTec’s option, to: (a) promptly procure the right to continue using the
allegedly infringing item; (b) promptly replace or modify the allegedly infringing item to
eliminate the infringement while providing functionally equivalent performance; or (c) if either of
the above is not commercially reasonable, terminate this Agreement and refund to Customer a
pro-rated amount of any Software Service Fees paid by Customer for the unused portion of the Term
for the affected Software Service. For purposes of this Agreement, including the Exhibits hereto,
the parties acknowledge that the fees for certain Software Services may not be itemized by Software
Service in certain Order Forms executed under this Agreement. In that event, the parties agree to
determine in good faith the amount of any fees reasonably related to a particular Software Service
for purposes of any refund or other remedy available under this Agreement.




7. CONFIDENTIALITY




The parties have entered into that certain Mutual Non-Disclosure Agreement dated May 23, 2006 (the
“NDA”). This Agreement and the parties’ dealings in connection with this Agreement shall be
subject to the NDA; provided, however, that it is understood that DemandTec may need to file the
Agreement and any amendments thereto or Order Forms thereunder in compliance with securities laws.
In such event, DemandTec shall seek






 




			
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confidential treatment as appropriate in accordance with Section 10.2 of this Agreement. It is
understood and agreed that the Software and the Documentation shall constitute DemandTec
“Confidential Information” under the NDA.




8. WARRANTY/DISCLAIMER




8.1 During the Term, DemandTec warrants that it shall perform the Analytical Services, Professional
Services, and Support and Maintenance Services with reasonable skill and care, using suitably
qualified personnel, in a manner consistent with industry standards and the standards set forth in
this Agreement.




8.2 DemandTec further warrants that for a period equal to [***] from the date on which the
applicable Software Service is made available to Customer (unless a different time period is set
forth in the Order Form for the Software Service), that Software Service will perform substantially
in accordance with the Documentation.




8.3 Customer must report in writing any breach of above warranties to DemandTec during the relevant
warranty period, and Customer’s exclusive remedy and DemandTec’s entire liability for such breach
shall be as follows, unless additional or different remedies are set forth in the applicable Order
Form:




     (a) For breaches of Section 8.1, DemandTec shall re-perform the nonconforming Analytical
Services, Professional Services or Support and Maintenance Services or, if DemandTec is unable to
re-perform such services as warranted, Customer shall be entitled to recover the applicable fees
paid to DemandTec for the Services that remain nonconforming.



     (b) For breaches of Section 8.2, DemandTec shall use its commercially reasonable efforts to
correct or provide a workaround for reproducible program errors that cause a breach of this
warranty or if DemandTec is unable to make the particular Software Service operate as warranted
within a reasonable time considering the severity of the error and its impact on Customer, Customer
shall be entitled to terminate the applicable Order Form and DemandTec shall refund to Customer
the Software Service Fees paid by Customer for that Software Service on account of the warranty
period.



8.4 DEMANDTEC DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL FUNCTION UNINTERRUPTED OR ERROR
FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE
SERVICES. THE ABOVE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS,
IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND UNINTERRUPTED USE.




9. LIMITATIONS ON LIABILITY




9.1 EXCEPT FOR LIABILITY RELATED TO BREACHES OF SECTION 7, FOR INDEMNIFICATION CLAIMS UNDER SECTION
6.3, OR FOR PERSONAL INJURY OR PROPERTY DAMAGE, NEITHER CUSTOMER, DEMANDTEC, NOR THEIR RESPECTIVE
OFFICERS, AFFILIATES, CONTRACTORS AND EMPLOYEES SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY
SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT,
NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES.




9.2 IN ADDITION, EXCEPT FOR CLAIMS UNDER SECTION 1.2(a)(iii), CLAIMS FOR FEES PROPERLY OWING UNDER
THIS AGREEMENT, CLAIMS UNDER SECTIONS 6 AND 7 AND CLAIMS FOR PERSONAL INJURY AND PROPERTY DAMAGE,
IN NO EVENT SHALL [***].






 




			
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10. MARKETING




10.1 Except as may be agreed in an Order Form, DemandTec shall not use Customer’s name, trademarks,
services marks, logos, any description that would reveal Customer’s identity or other forms of
identification, whether registered or not (the “Customer Identification”) in any way, including,
but not limited to, any advertisements, press release, announcements, customer lists (including
customer lists on any website) or materials of a public or promotional nature or in soliciting
other customers, nor shall DemandTec make any direct or indirect public reference to this Agreement
or any other contract between DemandTec and Customer without first obtaining Customer’s written
permission which may be withheld in Customer’s sole discretion.




10.2 In any case, it is agreed that DemandTec may use Customer’s name in confidential
communications with certain third parties in the following limited circumstances (a) in verbal and
written sales communications (which must comply with guidelines provided by Customer’s Media
Relations department) with customers and prospects who are not competitors of Customer (as set
forth in a written document acknowledged by the parties contemporaneous with this Agreement and as
may be updated no more than once a year by mutual agreement of the parties) and who are subject to
a signed confidentiality agreement no less protective of Customer’s confidential information than
DemandTec’s standard form mutual non-disclosure agreement previously provided to Customer and (b)
in writing with investment bankers that have been engaged by DemandTec and are performing due
diligence in connection with a proposed acquisition, provided that the investment bank is subject
to a signed confidentiality agreement in form and content no less protective of Customer’s
confidential information than DemandTec’s standard mutual non-disclosure agreement, with the
confidentiality agreement strictly limiting the use of Customer’s name to such due diligence
activities and not allowing the disclosure of Customer’s name to any employee or affiliate of the
investment bank who is not involved with the due diligence activities. Furthermore, the parties
acknowledge that DemandTec may disclose the existence of this Agreement and file this Agreement and
any amendments thereto or Order Forms hereunder in a securities law filing, in which case,
DemandTec agrees to seek confidential treatment for any terms which, in its good faith belief in
consultation with its securities counsel, qualify for such treatment under the securities laws.
[***].




10.3 Additionally, except as may be agreed in an Order Form, provided that DemandTec is in
compliance with its obligations hereunder, Customer will consider a limited number of requests from
DemandTec to act as a private reference for the Software Services with DemandTec customer
prospects; provided that such customer prospects sign a confidentiality agreement in form and
content satisfactory to Customer and provided that such requests do not have an adverse impact or
effect on Customer’s operations or administration.




11. INSURANCE




11.1 DemandTec agrees to maintain at its cost the following minimum insurance coverage during the
term of the Agreement:




     (a) workers’ compensation insurance, with statutory limits as required by the various laws and
regulations applicable to the employees of DemandTec;



     (b) employer’s liability insurance, for employee bodily injuries and deaths, with a limit of
[***] for each accident;



     (c) comprehensive or commercial general liability insurance, including broad form endorsement,
covering claims for bodily injury, death and property damage, including premises and operations,
independent contractors, personal injury, contractual, and broad-form property damage liability
coverages, with combined limits not less than occurrence/aggregate limit of [***] for bodily
injury, death and property damage per each occurrence and [***] general aggregate;





 




			
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     (d) comprehensive automobile liability insurance, covering owned, non-owned and hired
vehicles, with limits as follows: (i) combined single limit of [***] for bodily injury, death and
property damage per occurrence; or (ii) split liability limits of (A) [***] for bodily injury per
person; (B) [***] for bodily injury per occurrence; and (C) [***] for property damage; and



     (e) umbrella/excess liability insurance in the amount of [***].



11.2 DemandTec shall provide Customer with certificates of insurance evidencing the required
coverage as soon as practicable following the Effective Date and upon each renewal of such policies
thereafter, including a clause that obligates the insurer to give Customer at least [***] prior
written notice of any material change or cancellation of such policies (except in the case of
non-payment of premium in which [***] notice is provided). This Section shall in no way affect the
indemnification, remedy or warranty provisions set forth in this Agreement.




12. AUDIT RIGHTS




12.1 On an annual basis during the Term, DemandTec shall engage its independent certified public
accountants (the “Third Party Reviewer”) to conduct a review of DemandTec’s operations and
procedures. The Third Party Reviewer shall conduct such review (the “Third Party Review”)
in accordance with the American Institute of Certified Public Accountants Statements on Auditing
Standards Number 70 (the “SAS 70”) and shall record its findings and recommendations in a
report (the “SAS Review”) to DemandTec. DemandTec shall deliver to Customer a one-page
summary of the SAS Review within [***] after such report is received by DemandTec from the Third
Party Reviewer indicating that the review has been completed and whether or not DemandTec passed or
failed. At Customer’s request, DemandTec will make the entire report available to Customer for its
review. DemandTec shall address the recommendations and findings in the SAS Review in a reasonably
expeditious manner as it deems appropriate.




12.2 DemandTec acknowledges that it complies with the standards of the [***] attached as
Exhibit F hereto.




12.3 Financial Audits.




     (a) Customer may, at its own expense, review DemandTec’s relevant billing records for the
purpose of assessing the accuracy of DemandTec’s invoices to Customer, as well any amounts due to
Customer under any Order Form. Customer may employ such assistance as it deems desirable to
conduct such audits. Customer shall cause any person or entity employed by it to be subject to a
nondisclosure that requires that the person or entity maintain in confidence DemandTec’s
confidential information. Such reviews shall take place at a time and place agreed upon by the
parties. Customer’s normal internal invoice reconciliation procedures shall not be considered an
audit of DemandTec’s relevant billing records for purposes of this Section.



     (b) DemandTec shall cooperate in any Customer audit, providing reasonable access to DemandTec
employees and all appropriate billing records as reasonably necessary to verify the accuracy of
DemandTec’s invoices and payments due to Customer. DemandTec shall promptly correct any billing
error that is revealed in an audit, including refunding any overpayment by Customer, plus
applicable Taxes (if any) paid on such overpayments, in the form of a credit as soon as reasonably
practicable under the circumstances.



     (c) [***].



13. [***]




13.1 [***]




13.2 [***]






 




			
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14. MISCELLANEOUS PROVISIONS




14.1 Nothing in this Agreement shall be construed to constitute either party as a partner,
employee, or agent of the other, nor shall any party bind, attempt to bind, or have the authority
to bind the other party in any respect, it being intended that each party shall remain an
independent contractor responsible for its or his own actions. Each party shall conduct its
business in its own name and, to the extent consistent with this Agreement, in such manner as it
may see fit; provided, however, that each party shall be responsible for the acts and expenses of
its own agents, employees, and associates.




14.2 This Agreement, each Order Form, each SOW, the NDA, the Exhibits hereto to the foregoing
documents, and the Documentation, represents the entire agreement between the parties concerning
the subject matter hereof and supersedes all prior discussions, agreements and understandings of
every kind and nature regarding the subject matter hereof. All waivers and modifications must be
in a writing signed by both parties. If any provision of this Agreement is found to be
unenforceable or invalid, that provision will be limited or eliminated to the minimum extent
necessary so that this Agreement will otherwise remain in full force and effect and enforceable.




14.3 Any notice to be given hereunder shall be sufficient if in writing and personally delivered,
or sent by overnight courier (such as Federal Express), or sent by registered mail (postage
prepaid, return receipt requested), to the parties hereto and addressed to the address set forth on
the signature page or to such address as the parties may from time to time provide in accordance
herewith. Such notice shall be deemed given: (a) if personally served, at the time of delivery;
(b) if sent by overnight courier, on the day after being posted or on the date of actual receipt,
whichever is earlier; or (c) if sent by registered mail, on the [***] after being posted or on the
date of actual receipt, whichever is earlier.




14.4 During the term of this Agreement and for a period of one year following the expiration of
this Agreement, neither DemandTec nor Customer shall directly solicit employment of any employee or
contractor of the other without the prior written consent of the other party. The foregoing
notwithstanding, this Section shall not restrict the right of either party to solicit or recruit
generally.




14.5 Neither Party shall be liable for failure to perform or delay in performing any obligation
under this Agreement if such failure or delay is due to fire, flood, earthquake, strike, war
(declared or undeclared), terrorist acts, embargo, blockade, legal prohibition, governmental
action, riot, insurrection, damage, destruction or any other similar cause beyond the control of
such party. If such an event precludes Customer from using, or materially impairs Customer’s use
of a Software Service, DemandTec shall extend the Order Form term for the affected Software Service
for a period equal to the length of time that the Software Service was unavailable, without any
payment by Customer for the extension. Furthermore, if such an event continues for more than
[***], Customer shall have the right to terminate the applicable Order Form without liability and
shall receive a pro-rated refund of any Software Service Fees for the unused portion of the Order
Form term for the affected Software Service.




14.6 Neither this Agreement nor any rights or licenses granted hereunder may be sold, leased,
assigned, or otherwise transferred, in whole or in part, by either party, and any such attempted
assignment shall be void and of no effect without the prior written consent of the other party.
The foregoing notwithstanding, (a) Customer’s consent shall not be required if: (i) DemandTec
assigns this Agreement in connection with a reorganization, merger, acquisition, sale of all or
substantially all of its assets, provided that the assignee commits in writing to Customer to
continue to provide the Service and treat it as a growing, ongoing business, with a commitment to
support and maintain the Software Service; (ii) DemandTec assigns its right to receive and collect
payments hereunder; or (iii) DemandTec sub-contracts certain professional, hosting and management
services to its third party partners (DemandTec agreeing that it shall be liable for all actions
and omissions of such subcontractor to the same extent as if such actions and/or omissions were
made by DemandTec); and (b) DemandTec’s consent shall not be required if Customer assigns this
Agreement in connection with a reorganization, merger, acquisition, sale of all or substantially
all of its assets, provided that such assignment shall be subject to the limitations on scope set
forth






 




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




9









 










in the Order Form. It shall be a condition to any of the above permitted assignments that the
assignee agrees in writing to continue to be bound by the terms hereof.




14.7 This Agreement shall be governed by and construed in all respects in accordance with the laws
of the State of Minnesota, without regard to its conflict of laws principles.




14.8 This Agreement may be executed in one or more counterparts, including by facsimile, each of
which shall be deemed an original, and all of which shall constitute one and the same instrument.




	 	 	 	 	 
	TARGET CORPORATION	 	DEMANDTEC, INC.
	 	 	 	 	 
	By: 


	/s/
Kathy Tesija	 	By: 
	/s/
Dan Fishback
	 
	 	 	 	 
	Name: 

	Kathy Tesija	 	Name:
	Dan
Fishback
	 
	 	 	 	 
	Title:

	EVP,
Merchandising	 	Title:
	CEO
	 
	 	 	 	 
	Address:


	1000
Nicollet Mall	 	Address:
	1
Franklin Parkway, Bldg. 910
	 
	 	 	 	 
	 


	Minneapolis,
MN 55403	 	 
	San
Mateo, CA 94403
	 

	 	 	 	 







10









 








EXHIBIT A




[***]





 




			
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SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 5 PAGES HAVE BEEN OMITTED.




 









 










EXHIBIT B




[***]





 




			
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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



Customer shall be responsible for ensuring that Access Equipment is compatible with the applicable
Software Service and has the minimum configurations and specifications set forth below:




For DemandTec Everyday Price Management, DemandTec Everyday Price Optimization, DemandTec
Promotion Planning & Optimization, DemandTec Markdown Optimization and DemandTec Trade Planning &
Optimization and DemandTec Assortment1:




	 	 	 	 	 
	 	 	Minimum	 	Recommended
	RAM

	 	[***]
	 	[***]
	CPU

	 	[***]
	 	[***]
	Free Disk Space

	 	[***]
	 	[***]
	Operating System

	 	[***]
	 	[***]
	Browser

	 	[***]
	 	[***]
	Connection

	 	[***]
	 	[***]






For DemandTec Deal Management, DemandTec Advanced Deal Management and DemandTec Deal/Billing
Data Export:




	 	 	 
	 	 	Minimum Recommended
	RAM

	 	[***]
	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 400
	 
	 	 
	 

	 	Minneapolis, MN 55403
	 
	 	 
	Phone:

	 	[***]
	 
	 	 
	Fax:

	 	[***]
	 
	 	 
	Email:

	 	[***]





INVOICE REQUIREMENTS:




	 	 	 	 	 

	Customer Purchase Order # Required? o Yes þ No

	 	If “Yes”, P.O.#:	 	 
	 

	 	 	 	 




Special Invoicing Requirements, if any: Each invoice must show the breakdown of costs.



CUSTOMER BILLING AND A/P CONTACT (if different from Business Contact):



Same




*Customer may change contact information upon written notice to DemandTec.





 




			
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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.




15









 










EXHIBIT F




[***]



	 	 	 	 	 	 	 

	TARGET CORPORATION	 	DEMANDTEC, INC.
	 
	 	 	 	 	 	 
	Name:

	 	 	 	Name:	 	 
	 

	 	 
	 	 	 	 
	 

	 	please print
	 	 	 	please print
	 
	Signature:

	 	 	 	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











 







	 	 	 

	

	 	TGT 1006 SO 004





ORDER FORM



This Order Form entered into between DemandTec, Inc. (“DemandTec”) and the customer listed
below (“Customer”) is effective as of the date set forth below (the “Order Effective
Date”). The services ordered herein will be provided in accordance with the terms and subject
to the conditions contained in the Amended and Restated Master Agreement referenced below (the
“Master Agreement”), including, among other things, the warranties, disclaimers and
limitations on liability set forth therein. Capitalized terms used in this Order Form and not
otherwise defined shall have the meanings ascribed to them in the Master Agreement. In the event
of a conflict between the terms in this Order Form and the terms in the Master Agreement, the terms
of this Order Form shall control as they relate to the services ordered pursuant hereto.



This Order Form expressly supersedes that certain Software Access and Services Agreement dated
October 13, 2006, by and between Customer and DemandTec, as amended pursuant to Amendment # 1 dated
as of September 14, 2007, and as subsequently renewed on November 12, 2009 (collectively, the
“Original Agreement”). This Order Form also supersedes Order Form No. 003 (Reference # TGT
1002 SO 003) dated February 26, 2010 (the “Assortment Optimization Order Form”).




GENERAL TERMS:




	 	 	 

	Customer Name:

	 	Target Corporation, on behalf of itself, its operating divisions and its subsidiaries
	 
	 	 
	Order Effective Date:

	 	As of June 14, 2010
	 
	 	 
	Initial Service Term:

	 	From the Order Effective Date through June 14, 2015
	 
	 	 
	Referenced 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:



The following software services, including any service provided under a different name having the
same function (as such functions are described on Exhibit B), as well as any add-on,
expansion, replacement, update, error correction, enhancement or new version of any of such
services, are included in this Order Form (the “Current Included Software Services”):





	 	•	 	Everyday Price Optimization
	 
	 	•	 	Promotion Planning & Management
	 
	 	•	 	Promotion Optimization
	 
	 	•	 	Promotion Execution
	 
	 	•	 	Assortment Optimization
	 
	 	•	 	Markdown Optimization
	 
	 	•	 	Deal Management
	 
	 	•	 	Shopper Insight-on-DemandTec







 




			
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SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.




17









 










	 	 	 

	

	 	TGT 1006 SO 004





In addition, if during the Initial Service Term DemandTec makes generally available for its
customers with retail operations any Future Included Software Service (as defined below), then
Customer shall have the option of including those Future Included Software Service(s) in the scope
of this Order Form for no additional software service fee. For purposes of this Order Form,
“Future Included Software Service” means additional new software services that DemandTec
organically develops or commercializes and that involve consumer demand forecasting and
optimization of price, promotion, product placement or assortment, [***]; provided,
however that “Future Included Software Service” shall not include software that DemandTec acquires
from another entity via license or acquisition that contain material new functionality as compared
to the Current Included Software Services and that are reasonably designated as a separate product
for which a separate fee can be charged.



For the avoidance of doubt, “Future Included Software Services” do not include (a) any software
services or applications (other than [***]) first commercialized during a Renewal Term
(if any) or (b) any software services or applications that do not specifically relate to price,
promotion, product placement or assortment such as, for example, replenishment, ordering, or other
supply chain services, to the extent DemandTec elects to develop such products.



Any Future Included Software Services that Customer elects to use will be automatically added to
the scope of this Order Form from the date DemandTec receives written notice from Customer, subject
to the payment of an additional annual maintenance and support fee to be mutually agreed to, based
on good faith negotiations, by the parties in advance of release of such Future Included Software
Service to Customer, which fee will be pro-rated for an initial partial year, as set forth under
“Fees and Payment Terms” below; provided that no additional fees shall be due in connection with
[***].



The Current Included Software Services and the Future Included Software Services, collectively,
shall be referred to as the “Included Software Services”. Customer’s right to access and
use any future software services offered by DemandTec that are not considered to be Included
Software Services shall be subject to the payment of additional fees as mutually agreed by the
parties.



There shall be no limitation on the locations, product categories or items for which the Included
Software Services may be used. If Customer adds additional retail locations above the current
[***] retail locations (“Additional Stores”) through Inorganic Growth (as defined
below), the Annual Fee shall increase as set forth below unless Customer provides notice to
DemandTec that certain Additional Stores will be excluded from the scope of use (such as because
Customer assumes an existing contract with DemandTec related to the Additional Stores). The
addition of Additional Stores resulting from Inorganic Growth shall result in an increase in the
then-current Annual Fee proportionate to the number of Additional Stores as compared to the stores
in the scope of use prior to addition of the Additional Stores (the “Additional Stores
Fee”). The Additional Stores Fee for the year in which the Additional Stores are added will be
pro-rated based on the number of days from the date on which the Additional Stores are added to the
next anniversary of the Effective Date, and shall be payable within [***] after the
Additional Stores are added. In the case of Additional Stores resulting from acquisition of
[***] or more stores in a single year through a series of transactions each of which
involved the purchase of less than [***] stores, the effective date of such addition
shall be the date of acquisition of the [***] store. For each successive year during the
Term, the entire Additional Stores Fee shall be paid at the same time as the Annual Fee for such
year is paid.



For purposes of this Order Form, “Inorganic Growth” means the addition of Additional Stores through
(i) the acquisition by purchase of [***] or more operating retail stores in a single
transaction or (ii) the acquisition by purchase of [***] or more operating stores in a
series of transactions in a single year of the Term (excluding stores covered by (i) above).




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








 




			
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SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.




18









 










	 	 	 

	

	 	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.





The Annual Fee covers all fees for access to and delivery of the Included Software Services,
including what in the Original Agreement were referred to as Base Application Fees, OCU Fees,
Support and Maintenance Fees and SaaS Delivery Service Fees, as well as all fees relating to the
provision of the Included Professional Services.



Customer is responsible for purchasing, obtaining, installing and managing all equipment and
ancillary services needed to connect to and use the Included Software Services, including, without
limitation, modems, hardware, database servers, application servers, web servers, third party
software, operating systems, and long distance and local telephone service.



If, during the Initial Service Term, DemandTec makes generally available for its customers with
retail operations a Future Included Software Service, DemandTec shall provide written notice
thereof to Customer and Customer may elect to begin to use such Future Included Software Service by
providing written notice to DemandTec and paying an additional Support and Maintenance Fee in an
amount mutually agreed to by the parties in advance of release of such Future Included Software
Service to Customer. Notwithstanding the foregoing, the parties acknowledge that [***]
shall be provided to Customer without any requirement to comply with the notice and payment
provisions of the preceding sentence. In the event Customer elects to begin to use a Future
Included Software Service at any time other than an anniversary of the Order Effective Date hereof,
the additional Support and Maintenance Fee shall be pro-rated for the first year based on the
number of days from the date on which DemandTec receives Customer’s written notice of election and
the next anniversary of the Order Effective Date. Following its receipt of the notice of election,
DemandTec shall invoice Customer for the initial year’s Support and Maintenance Fee and such
invoice shall be payable within 30 days after Customer’s receipt thereof. Thereafter, this
additional fee shall be payable annually on or before the respective anniversary of the Order
Effective Date along with the Annual Fee set forth above. If additional Professional Services are
required in connection with the implementation of a Future Included Software Service (other than
[***]), the parties will enter into an additional Statement of Work or Change Request to
the existing SOW to document such required Services that sets forth terms mutually agreeable to
both parties.






 




			
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SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.




19









 










	 	 	 

	

	 	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









 






	 	 	 

	

	 	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









 










	 	 	 

	

	 	TGT 1006 SO 004






	 	 	 	 	 
	Escalation Level	 	Customer Representative	 	DemandTec Representative
	1

	 	[***]
	 	[***]
	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.




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	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







 




			
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RESPECT TO THE OMITTED PORTIONS.




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	 	 	 	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







 




			
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	 	 	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.







 




			
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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.




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	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 Services
	Exhibit E:

	 	Marketing and Publicity Commitments
	Exhibit E-1:

	 	Approved Form of Press Release
	Exhibit F:

	 	Customer Contact Sheet






ACKNOWLEDGED AND AGREED:




	 	 	 	 	 	 	 	 	 	 	 

	DemandTec, Inc.	 	 	 	Target Corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Dan Fishback	 	 	 	By:
	 	/s/ Kathy Tesija	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	Name:

	 	Dan Fishback	 	 	 	Name:
	 	Kathy Tesija	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	Title:

	 	CEO 	 	 	 	Title:
	 	EVP, Merchandising 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	Date:

	 	6/15/10	 	 	 	Date:
	 	June 14, 2010	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 








 




			
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Exhibit A




[***]





 




			
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SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.




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Exhibit B




DESCRIPTION OF FUNCTIONALITY OF INCLUDED SOFTWARE SERVICES

(Current service names are identified below, but subject to change)



Everyday Price Optimization



DemandTec Everyday Price Optimization enables retailers to create and run optimization scenarios in
which they define strategic objectives such as increased revenues, profits and/or sales volume and
optimize prices to best achieve these objectives.




Promotion Planning & Management



Promotion Planning & Management enables retailers to establish a single repository for all their
information and content about promotional offers and events, greatly improving visibility and
accountability, reduce costly errors, and increase consistency across media channels.




Promotion Optimization



DemandTec Promotion Optimization enables retailers to plan and implement promotional strategies by
determining the best discounted price for any item or promoted item group and the best use of
merchandising support such as ads and displays based on the underlying consumer demand models
within the DemandTec Platform.




Promotion Execution



DemandTec Promotion Execution enables retailers to execute on the promotions built in Promotion
Planning & Management and optimized with Promotion Optimization.




Assortment Optimization



DemandTec Assortment Optimization enables retailers to determine which items should be stocked, by
store or store cluster, based on the customers that shop at each store, the competitive environment
and a quantified understanding of whether an item is merely duplicative or truly provides
incremental sales to the product category.




Markdown Optimization



DemandTec Markdown Optimization enables retailers to design optimal plans that set markdown timing
and depth to maximize profitability or meet inventory on-hand objectives for every clearance item
in every store.




Deal Management



DemandTec Deal Management enables retailers to automate and streamline the presentation,
negotiation and reconciliation of trade promotions they receive from their CP trading partners in a
secure, web-based environment.




Shopper Insight-on-DemandTec



Shopper Insights-on-DemandTec leverages transaction-level data to deliver analytical insights into
baskets, shopper segment performance, and product-specific performances.



[***]






 




			
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Exhibit C




[***]





 




			
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RESPECT TO THE OMITTED PORTIONS.




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Exhibit D




DESCRIPTION OF INCLUDED PROFESSIONAL SERVICES


The professional services and training (collectively, the “Professional Services”) outlined
in this Exhibit will be provided in accordance with the terms and subject to the conditions
contained in that certain Amended and Restated Master Agreement dated June 14, 2010 (the “Master
Agreement”), including the warranties, disclaimers and limitations on liability set forth therein.
Capitalized terms used in this Exhibit and not otherwise defined shall have the meanings ascribed
to them in the Master Agreement or, as the case may be, in the Order Form to which this Exhibit is
attached [Reference # TGT 1006 SO 004] (the “Order Form”). In the event of a discrepancy between
the terms of the Master Agreement or the Order Form and this Exhibit, this Exhibit shall prevail.



I. Scope of Project



During the Term, DemandTec will provide the Professional Services outlined herein in connection
with the implementation of the Current Included Software Services (the “Implementation
Project”).



Prior to the Order Effective Date, 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 outcome of these initial planning exercises was [***]
Exhibit B. As soon as practicable following the Effective Date, the parties will develop a
more detailed plan for [***] and the various other factors and contingencies that could
affect the timing and scope of the Project (the “Implementation Plan”). Both parties
anticipate that there may be changes to the Implementation Plan as the pace of the development is
better understood and once Customer has a better understanding of its business objectives and
critical timelines for the roll-out. As such, the Implementation Plan may be adjusted upon written
agreement of the parties over the course of the Project.



It understood that DemandTec may make use of sub-contractor resources from third parties in
providing Professional Services, subject to Customer’s prior approval.



II. Description of Professional Services




A. Project Management



DemandTec will assign a Project Manager (likely the DemandTec Professional Services Director) to
coordinate DemandTec’s Project activities with the corresponding Customer Project Manager and
users. This will include management of the Project to adhere as much as possible to the
Implementation Plan, meeting with Customer to discuss modifications to the Implementation Plan,
management of overall Project scope, resource assignment, following-up on enhancement requests and
support tickets, maintaining the business case, participating in regular status meetings, quarterly
Steering Committee meetings and annual executive reviews, participating in ad hoc strategic usage
coaching and generally managing the quality and timeliness of all DemandTec responsibilities.




B. Data Feed and Platform Management



DemandTec Technical Services experts will work with Customer to obtain an updated feed
[***] for each particular software service that is being implemented. DemandTec will
receive and load Customer Data on a weekly basis and maintain the data translation interface using
standard tools that will enable the rapid transformation of Customer Data into the standard
DemandTec format in order to enable the software services to be utilized by Customer.



This work is largely automated through the DemandTec PlatformTM so that there are no costs
associated with the transmission of Customer Data to DemandTec unless Customer modifies the format
of Customer Data, requests transmission of files back to Customer in a different format or requests
that DemandTec modify data maps and automation scripts to take advantage of new data in one or more
Included Software Services, at which point there could be additional fees required for this work.
If






 




			
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DemandTec initiates changes, however, any work required to modify the internal DemandTec inbound
or outbound data interfaces is included in the fixed Annual Fee.




C. Data Validation



DemandTec will perform its standard data validation for all modeled product categories. Data
validation consists of automated jobs running and checking Customer Data for potential errors,
anomalies, etc. Examples of data checks include looking for duplicate records, missing records,
incorrect formats, unexpectedly low values, etc. If data issues are found, alerts are
automatically sent to the appropriate DemandTec personnel who check Customer Data and either
escalate the issue or accept Customer Data as is. The fixed Annual Fee also assumes a level of
manual data cleansing work commensurate with DemandTec’s experiences to date working with
Customer’s data.




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 PlatformTM
	 
	 	•	 	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 PlatformTM






	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



DemandTec shall perform a standard amount of on-site consulting to assist Customer with the
implementation of each Included Software Service, including category-by-category support in the
initial implementation process, assistance with data setup, demand group formation and other data
enhancement, consulting around category strategy and rule definition, hands-on assistance with
optimization, forecasting, and ad-hoc analyses, and transfer of general pricing expertise and
know-how. This includes providing assistance to find the best utilization of each Included
Software Service to meet Customer’s business requirements. It is understood that DemandTec’s
hands-on work generally is limited to assisting with a handful of initial waves of product
categories for each Included Software Service, with the objective being to make Customer
self-sufficient in the use of each software service as soon as reasonably possible. In all cases,
Customer is responsible for determining the strategy and rules to be used with the implementation
of each of the Included Software Services, with the DemandTec Project team providing assistance.






 




			
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F. Project Team and End-User Training



The following ongoing training is included as part of the Professional Services for no additional
fee above the fixed Annual Fee:





	•	 	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




Individual training courses in the DemandTec facility are limited to [***] participants
at one time. Advance notice is required to schedule formal DemandTec training courses. For any
training away from the DemandTec facility, Customer is responsible for providing necessary
facilities and equipment and for paying reasonable travel related expenses for the DemandTec
Trainer. Each participant in initial training courses will receive a then-current participant
training guide to support learning retention during and following the scheduled training events.
Materials used in training and certification can also be provided to Customer in electronic format
upon request. Materials are confidential and shall not be altered without DemandTec’s prior
written consent.



In addition, DemandTec Implementation Managers and/or Business Analysts assigned to the Project
will be available to assist Customer with onsite training relating to the use of the Included
Software Services, to act as subject matter experts and to provide refresher courses from time to
time as reasonably agreed.



III. DemandTec Resources; Roles and Responsibilities



Subject to the limitations outlined herein and the accuracy of the assumptions contained herein,
DemandTec will dedicate an appropriate number of Professional Services resources to fulfill the
responsibilities outlined in the Implementation Plan. Key positions and responsibilities are
outlined below.




A. Account Sales Director



One Sales Director has overall responsibility and accountability for the business relationship
between Customer and DemandTec. His/her responsibility is to be the “point person”, which includes
coordinating DemandTec resources across departments, centralizing all current and future marketing
activities between DemandTec and Customer, and serving as the source for all pricing proposals for
current and future products and services.




B. Implementation Consulting Services



1. Professional Services Director



The Professional Services Director has overall accountability for a successful implementation.
His/her responsibility is to be the point person for all Professional Services to be provided and
for managing project scope and resource allocation. Directors work across multiple customer
projects in parallel and, thus, perform services both remotely as well as on-site at the customer’s
premises. Specific responsibilities in the context of this Project include:





	 	•	 	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.






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	 	•	 	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




2. Implementation Manager





Implementation Managers manage the roll-out of the DemandTec software services, with the goal
being to deliver a high-quality implementation for the customer. He/she will lead business
requirements sessions and coordinate the efforts of the Technical Integration, Modeling
Services, Production Support, and Business Analysis groups. Implementation Managers largely
work on-site at the customer’s premises. DemandTec Implementation Managers possess a balance of
strong analytical problem solving, retail experience, business and technical acumen, and strong
project management skills. Specific responsibilities in the context of this Project include:




	 	•	 	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





3. Business Analyst





[***] Business Analysts assist in implementing the DemandTec software services in
accordance with an agreed project plan. Business Analysts largely work on-site at the
customer’s premises. Specific responsibilities in the context of this Project include:




	 	•	 	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.




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	 	TGT 1006 SO 004






4. Technical Consultant





[***] Technical Consultants manage the technical configuration and set up of certain
DemandTec software services. This work is performed in the DemandTec facility and on-site, as
required. Specific responsibilities in the context of this Project include:




	 	•	 	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




1. Modeling Services Manager





A Modeling Services Manager provides ownership of DemandTec’s Modeling Services for all
categories involved in a customer’s project. This work is performed in the DemandTec facility.
Specific responsibilities in the context of this Project include:




	 	•	 	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





2. Statistician





DemandTec Statisticians run the models and undertakes additional analyses and reviews aimed at
ensuring that initial models and updated models generated by DemandTec meet DemandTec’s
standards for model fit. This work is performed remotely. Specific responsibilities in the
context of this Project include:




	 	•	 	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





3. Technology Integration Lead





A Technology Integration Lead manages the data integration process in the DemandTec customer
projects, with the goal being to ensure a successful integration between the customer’s IT
systems and the DemandTecPlatformTM / software services. This work is largely performed
remotely. Specific responsibilities in the context of this Project include:





 




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




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	 	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



DemandTec Trainers are responsible for the development and delivery of training curriculum to suit
our customers’ needs. Training can be provided in the DemandTec facility or on-site (see Section
II(F). Specific responsibilities in the context of this Project include:





	•	 	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



The resource estimates that supported the calculation of the Annual Fee and the determination of
the roll-out timing included in the Implementation Plan were developed on the basis of the
assumptions listed below:



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.




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	 	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 DemandTecOpenLinkTM 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.




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	 	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




1. 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





2. 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





3. [***]




4. 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.
	 
	 	•	 	[***]





5. 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.




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	 	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




Customer acknowledges that changes to or inaccuracies in any of the assumptions contained in this
Exhibit may affect DemandTec’s ability to provide the Professional Services within the timelines
set forth in the Implementation Plan or for the fixed Annual Fee set forth in the Order Form. If
Customer fails to perform its obligations hereunder or under the Order Form or an assumption proves
to be incorrect or inaccurate such that DemandTec reasonably believes that it will need to deploy
additional resources above those contemplated in Section IV(B) above, then DemandTec will provide
Customer with notice thereof and the parties shall escalate this issue to the Steering Committee
for discussion and resolution, which could include the payment of additional fees or the
scaling-back of Professional Services to be provided. In this regard, DemandTec will not charge
Customer any fees above the fixed Annual Fee without the parties first having entered into a
written Change Order or a separate Statement of Work pursuant to the process defined in Section V
below.



V. Change Requests



During the Term, Customer’s Project Manager may initiate program change requests related to program
scope, functionality, cost, timing, or related aspects of the Professional Services by providing
written notice to DemandTec’s Project Manager or the Steering Committee may agree that such a
change request is required. If Customer initiates such a request, DemandTec will respond within
[***] with a written estimate of the additional work hours required to fulfill Customer’s
request. Any such additional work will be documented by a formal, signed Change Order in the form
attached hereto, and will be billed at hourly rates or fixed fees to be mutually agreed in the
Change Request, plus reimbursement for out-of-pocket expenses in accordance herewith.






 




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






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	 	TGT 1006 SO 004






CHANGE REQUEST FORM




	 	 	 	 	 

	REQUEST DETAILS
	Organization

	 	 	 	Date Requested
	Requestor
	 	 	 	 






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 Corporation
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	   	 	 
	 

	 	Name:
	 	 	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 	 	 	 	 	 	 

	 	  
	 

	 	Title:
	 	 	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 	 	 	 	 	 	 

	 	  
	 

	 	Date:
	 	 	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 	 	 

	 	 	 	 	 	 	 	 

	 	  






39









 






			
	
	 	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










 











			
	
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Exhibit E-1




APPROVED FORM OF PRESS RELEASE






DRAFT: NOT FOR 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



SAN MATEO, Calif. – June xx, 2010 – DemandTec, Inc. (NASDAQ: DMAN), a leading provider of on-demand
optimization solutions for retailers and consumer products companies, today announced that Target
Corporation (NYSE: TGT), the second largest general merchandise retailer in the United States, has
selected the DemandTec Shopper InsightsTM solution to complete its planned deployment of DemandTec’s
entire nextGEN solution suite. Target deploys DemandTec solutions to help make more localized
merchandising and marketing decisions that improve the relevance and value of Target’s offerings
for their customers (guests).



As the latest development in DemandTec’s nextGEN strategy, the DemandTec Shopper Insights solution
includes Shopper Insight-on-DemandTec, a software service that provides both retailers and consumer
products companies with a breakdown of sales trends by penetration and buy-rate, shopping trip
statistics, shopper segment analytics, and more.



Using guest insight dashboards and insights embedded directly within the planning workflows of
DemandTec’s other software services, Target and its trading partners will be able to quickly
identify new opportunities to reach specific guest segments with more tailored assortments,
promotions and pricing.



“DemandTec has been a strong partner of Target and we value their industry expertise and innovative
solutions. We look forward to expanding our relationship into shopper insights and additional
nextGEN capabilities,” said Shelley Hyytinen, Vice President of Merchandising Process and System
Development for Target.



Target began working with DemandTec in 2007 and currently uses the DemandTec Lifecycle Price
OptimizationTM, DemandTec Assortment & SpaceTM, and DemandTec End-to-End Promotion ManagementTM
solutions. In addition to the guest insights and vendor collaboration provided by the Shopper
Insight-on-DemandTec software service, the DemandTec Shopper Insights solution also includes
DemandTec’s nextGEN modeling services, enabling Target to understand and influence the impact of
merchandising decisions at the guest segment level.



“We are thrilled and honored to have one of the world’s most innovative retail leaders embracing
our full suite of nextGEN solutions in order to help define and execute their guest-centric
strategy,” said Dan Fishback, President and Chief Executive






41









 








			
	
	 	TGT 1006 SO 004





Officer of DemandTec. “We firmly believe that by deploying our complete suite of services and
enabling collaboration with suppliers, a retailer creates a whole that is greater than the sum of
the parts. And Target’s continued confidence in DemandTec as its ‘insights and optimization
platform’ is a great testimony to that value proposition.”



All DemandTec software services are delivered through the DemandTec TradePoint NetworkTM, the
Internet-based platform connecting all DemandTec software services used by retailers and their
suppliers to collaborate on pricing, promotion, assortment, and other merchandising and marketing
decisions. There are approximately 12,000 retailer and manufacturer end-users on the DemandTec
TradePoint Network, who have collaborated on over 3 million trade deals to date.




About Target Corporation



Minneapolis-based Target Corporation (NYSE: TGT) serves guests at 1,740 stores in 49 states
nationwide and at Target.com. Target is committed to providing a fun and convenient shopping
experience with access to unique and highly differentiated products at affordable prices. Since
1946, the corporation has given 5 percent of its income through community grants and programs like
Take Charge of Education. Today, that giving equals more than $3 million a week.



About DemandTec



DemandTec (NASDAQ: DMAN) enables retailers and consumer products companies to optimize
merchandising and marketing decisions, individually or collaboratively, to achieve their sales
volume, revenue and profitability objectives. DemandTec software services utilize DemandTec’s
science-based software platform to model and understand consumer behavior. DemandTec customers
include more than 195 leading retailers and consumer products manufacturers such as Ahold USA, Best
Buy, ConAgra Foods, Delhaize America, General Mills, H-E-B Grocery Co., Hormel Foods, Monoprix,
PETCO, Safeway, Sara Lee, The Home Depot, Wal-Mart Stores and WH Smith. Connected via the DemandTec
TradePoint NetworkTM, DemandTec customers have collaborated online with over 3.25 million trade
deals.




DemandTec Safe Harbor



This press release contains forward-looking statements regarding DemandTec’s expectations, hopes,
plans, intentions or strategies, including statements about the benefits of DemandTec’s solutions.
These forward-looking statements involve risks and uncertainties, as well as assumptions that, if
they do not fully materialize or prove incorrect, could cause our results to differ materially from
those expressed or implied by such forward-looking statements. The risks and uncertainties include
those described in DemandTec’s documents filed with or furnished to the Securities and Exchange
Commission. All forward-looking statements in this press release are based on information available
to DemandTec as of the date hereof, and DemandTec assumes no obligation to update these
forward-looking statements.







42









 








			
	
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Media Contact:



Armen Najarian, DemandTec, Inc. (650) 645-7170 armen.najarian@demandtec.com




DemandTec Investor Contact:



Tim Shanahan, DemandTec, Inc.(650) 645-7103tim.shanahan@demandtec.com



DemandTec and the DemandTec logo are registered trademarks of DemandTec, Inc. All other trademarks
are the property of their respective owners.







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	 	TGT 1006 SO 004






Exhibit F


CUSTOMER CONTACT SHEET




CUSTOMER BUSINESS CONTACT:




	 	 	 	 	 

	Name:
	 	 	 	 
	 

	 	 

	 	 
	Address:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	Phone:
	 	 	 	 
	 

	 	 

	 	 
	Fax:
	 	 	 	 
	 

	 	 

	 	 
	Email:
	 	 	 	 
	 

	 	 

	 	 






INVOICE REQUIREMENTS:



Customer Purchase Order # Required? o Yes o No    
             If “Yes”, P.O.#:      
                     
                                                                       


Special Invoicing Requirements, if any:                                                                 
              
              
                                                                    




	 	 	 	 	 	 	 	 	 

	BILLING CONTACT (if different from Business Contact):	 	ACCOUNTS PAYABLE CONTACT (if different):	 	 
	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	Name:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	Address:

	 	 	 	Address:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	 

	 	 

	 	 	 	 

	 	 
	 

	 	 

	 	 	 	 

	 	 
	Phone:

	 	 	 	Phone:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	Fax:

	 	 	 	Fax:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	Email:

	 	 	 	Email:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 







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