Gap (GPS)

46.1 Conflict Between Agreement and Exhibits

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

In the event of any conflict or inconsistency in the definition or interpretation of any word, responsibility, schedule, or the contents or description of any task, subtask, deliverable, goods, service, or other work, or otherwise, between the body of this Agreement, the Exhibits, and/or Schedules, between Exhibits, or between Schedules such conflict or inconsistency shall be resolved by giving precedence first to the body of this Agreement, and then to the Exhibits and Schedules according to the following priority:

(1) Exhibit A.2 (Cross Functional Services Statement of Work), Exhibit A.3.1 (Store Services Statement of Work), Exhibit A.3.2 (Stores Help Desk Services Statement of Work), Exhibit A.6.1 (Mainframe Services Statement of Work), Exhibit A.6.2 (Production Environment Server Services Statement of Work), Exhibit A.6.3 (Non-Production Environment Server Services), Exhibit A.5 (Managed Network Services Statement of Work), and Exhibit A.4 (End User Support Services Statement of Work);

(2) Exhibit A.1 (Glossary to the Functional Service Area Statements of Work);

(3) Exhibit B (Service Level Agreement);

(4) Exhibit C (Fees and Resource Baselines);

(5) Exhibit C.7 (Financial Responsibility Matrix);

(6) Exhibit E (Innovation Proposals), Exhibit F (Form of Implementation Agreement), Exhibit G (Service Recipients), Exhibit H (Human Resources), Exhibit J (Gap Competitors), Exhibit L (Monthly Performance Review – Standing Agenda), Exhibit M (Key Employees), Exhibit N.1 (Supplier Guarantee) and Exhibit N.2 (Gap Guarantee), and Exhibit O (Sarbanes-Oxley Reporting Requirements and Process); and

(7) Exhibit D (Additional Exhibits).

Gap Confidential and Proprietary Information

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