Gap (GPS)

1. Definitions

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

9.1 Definitions

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

Definitions

Solely for the purposes of this Attachment D, the following capitalized terms used in this Attachment D shall have the meanings given below. Capitalized terms used but not defined in this Attachment D will have the meanings given them in the Agreement and the Statement of Work.

“Change Order” shall mean a modification to a Work Order that requires rework by Supplier or Supplier subcontractors. This term applies for change or cancellation fees applicable in the event a modification is requested or a Work Order is cancelled within * before the date the IMAC Service is scheduled to be provided.

“Controller” shall mean a *.

“CSR” or “Customer Service Representative” shall mean a Supplier field and/or installation engineer who performs IMAC Services under this Attachment D to Exhibit A.3.

“Emergency Work Order” shall mean a Work Order that is received from Gap and requires that Supplier perform IMAC Services on the day the Work Order is received, provided the Work Order is received on a business day and before the time(s) set forth in this Exhibit A.3 (Stores Services SOW) or on the next business day if received on a non- business day or on a business day but after the time(s) set forth in this exhibit A.3 (Stores Services SOW).

“Event-Specific Services” shall mean the particular IMAC Services ordered by Gap for an event pursuant to a Store IMAC Services Work Order.

“Expedited Work Order” shall mean a Work Order other than an Emergency Work Order that is received from Gap and requires that Supplier perform IMAC Services on or before the third business day after receipt of the Work Order provided the Work Order is received on a business day and before the time(s) set forth in this Exhibit A.3 (Stores Services SOW) , or on the * business day if not received by Supplier on a business day or if received by Supplier on a business day but after the time(s) set forth in this Exhibit A.3 (Stores Services SOW).

“Supplier Stores Project Office” shall consist of the Supplier Stores Project Manager and Project Administrators.

“Supplier Technical Support Staff” (or “Supplier TSS”) shall mean the Supplier personnel who provide Technical Support Services under this Attachment D.

“Pick and Pack Items” shall mean equipment that does not require configuration or Software load. This equipment will be picked, packed, and shipped from the Supplier Integration Center or Supplier CSC to a Gap specified location.

“Work Order” shall mean a request to perform IMAC Services which contains the information listed in Addendum 1 to Attachment D.

Definitions

Solely for the purposes of this Attachment B, the following capitalized terms used in this Attachment B shall have the meanings given below. Capitalized terms used but not defined in this Attachment B will have the meanings given them in the Agreement.

“Abused Units” shall mean units damaged due to physical abuse as described in this Attachment B.

“AUTO-ADD” shall mean * process of placing warranted and non-warranted equipment purchased from *, onto Support Services contract.

“Consumable Items, Parts or Accessories” shall include, but is not limited to, batteries, cables, print heads, carrying case, paper, diskettes, tapes and ribbons for the tangible products made available to Gap.

“Custom Documentation” shall mean any documentation that describes or references any Gap specific activity, process, procedure, or configuration for either software or hardware.

“Depot Replacement Order” shall mean the emailed orders placed for replacement equipment by the Gap Store Support desk on behalf of the store, as discussed in Section B (Depot Services) of this Attachment B.

“Depot Services” shall mean the services provided under Section B (Depot Services) of this Attachment B.

“Documentation” shall mean the IBM and or OEM commercial supplied documentation made available in hard copy or in electronic form with the Products, or by posting to a website, or otherwise specified in this Attachment B.

“Hardware” shall mean the tangible product(s) made available to Gap and specified in Exhibit D.16 (Gap Equipment).

“Maintenance Services” shall mean the services provided by IBM for equipment listed in Exhibit D.16 (Gap Equipment) and the services described in this Attachment B.

“MIA (Missing In Action)” shall mean non-functioning missing Hardware that has not been received by IBM or OEM supplier from Gap Stores for 30 days or more after being replaced with functioning Hardware.

“Outbound Repairs” shall mean the outbound shipment of repaired OEM equipment to the Gap department requesting repairs.

“Out of Box Failures” shall mean equipment that is sent from a Third Party Vendor to the OEM Repair Center, or to a Gap location, intended to be functioning, but arrives in a non-functioning state.

“Patch Time” shall mean the amount of time, from Gap’s initial call, until IBM provides a permanent fix to the error or issue.

“Price List” shall mean the fees listed in Table C-12.2-5 to Exhibit C.

“Product” shall mean Hardware and/or Software.

“Professional Services” shall mean the IBM services provided under this Attachment B.

“Purchase Order” shall mean a written or electronic order from Gap to IBM for Hardware or Services to be purchased, licensed or otherwise made available by IBM under this Attachment B.

“Repair Center” shall mean the location at which Depot Services and Maintenance Services, are provided as set forth in this Attachment B.

“Resolution Time” shall mean the amount of time, from Gap’s initial call, until IBM provides a workaround or fix to the error or issue.

“Response Time” shall mean the amount of time until a knowledgeable IBM customer support resource responds to Gap’s initial call.

“Running Inventory” shall mean total Hardware owned by Gap as specified in Exhibit D.16 (Gap Equipment) covered under this Attachment B that is currently located at a third party repair center for repair. The inventory shall be tracked separately for stores and Distribution Centers.

“Service Order Form (SOF)” shall mean the order form attached hereto as Addendum 2 to this Attachment B which shall be used by the parties to document specific products, pricing, quantities, Gap site and other related information for the Support Services ordered by Gap. The terms and conditions of this Attachment B prevail over any terms and conditions in the SOF.

“Software” shall mean the machine readable (object code) version of all computer programs made available by IBM in this Attachment B for license by Gap.

“Spares Pool” shall mean the repaired spare inventory of equipment located at the OEM, third party Repair Center or Gap facilities used to replace broken equipment in Gap stores.

“Spares Pool Inventory” shall mean the spare inventory of equipment for Gap stores to be sent to the store upon receipt of the corresponding Depot Replacement Order.

“IBM Depot Business Hours” support shall mean 8AM to 5PM Mountain Standard Time (MST), Monday through Friday, and for Software support shall mean 8AM to 5PM Pacific Time (PT) excluding national holidays recognized by IBM: New Year’s Day, President’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day and two discretionary holidays identified by IBM before January 5th of each year. IBM will provide at least 30 days advance notice of discretionary holidays.

“Support Services” shall mean services provided by IBM to Gap as described in this Attachment B.

“Third Party Equipment” shall mean non-IBM equipment that is listed in Exhibit D.16 (Gap Equipment). The manufacturer of the equipment repairs this equipment.

“Third Party Inventory” shall mean the spare inventory of Third Party equipment for Gap stores to be sent to the store upon receipt of the corresponding Depot Replacement Order.