Gap (GPS)

Exhibit F – Form of Implementation Agreement

to

First Amended and Restated Master Services Agreement

March 2, 2009

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the express prior written permission of The Gap, Inc. and IBM, this document and the information contained herein may not be published, disclosed, or used for any other purpose.

Gap/IBM Confidential and Proprietary Information

Exhibit F

Gap/IBM Confidential and Proprietary Information

Exhibit F

Page 2

FORM OF IMPLEMENTATION AGREEMENT

This Implementation Agreement (“Implementation Agreement”) is entered into between The Gap, Inc., a Delaware corporation, (“Gap In-Country Affiliate”) and International Business Machines, a New York Corporation (“Supplier In-Country Affiliate”) (collectively, the “Parties”) and is effective as of                         ,              (the “Initiation Date”) as to all Services provided under the Master Agreement.

In consideration of the mutual covenants and agreements contained herein, the Parties hereto agree as follows:

Except for those country specific terms and conditions set forth herein, this Implementation Agreement expressly incorporates by reference all the terms and conditions of the Master Services Agreement dated for reference as of                         ,              between The Gap, Inc. and International Business Machines Corporation (the “Master Agreement”).

This Agreement is coterminous with the Master Agreement.

The following modifications to the Master Agreement are specifically mandated by the laws, rules, regulations, directives, company human resource policies, and/or statutes of the Country:

The following subsections amend the terms of the Master Agreement:

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Implementation Agreement to become effective as set forth in the preamble.

FORM OF IMPLEMENTATION AGREEMENT

This Implementation Agreement (“Implementation Agreement”) is entered into between The Gap, Inc., a Delaware corporation, (“Gap In-Country Affiliate”) and International Business Machines, a New York Corporation (“Supplier In-Country Affiliate”) (collectively, the “Parties”) and is effective as of                             ,              (the “Initiation Date”) as to all Services provided under the Master Agreement.

In consideration of the mutual covenants and agreements contained herein, the Parties hereto agree as follows:

Except for those country specific terms and conditions set forth herein, this Implementation Agreement expressly incorporates by reference all the terms and conditions of the Master Services Agreement dated for reference as of                             ,              between The Gap, Inc. and International Business Machines Corporation (the “Master Agreement”).

1.1 General. This Implementation Agreement governs the provision of the Services by Supplier In-Country Affiliate to the Gap In-Country Affiliate in the United States (the “Country”). The Supplier In-Country Affiliate and the Gap In-Country Affiliate will not have any rights or obligations, including the providing or receiving of Services, unless and until each sign this Implementation Agreement.

1.2 English Language. This Implementation Agreement and the Master Agreement are: (i) written and were negotiated in English; (ii) the complete and exclusive agreement between the Parties regarding the subject matter of this Implementation Agreement; and (iii) replace any prior oral or written communications between the Parties with respect to the subject matter of this Implementation Agreement. Any inconsistency with regard to the translation of this Implementation Agreement or the Master Agreement shall be resolved by utilizing the English language.

1.3 Certain References. All references in the Master Agreement to its Schedules and Exhibits shall mean the Schedules and Exhibits attached to the Master Agreement as modified by the Schedules and Exhibits attached hereto. All references in the Exhibits or Schedules attached hereto to “IBM”, “Supplier” or “Outsourcer” shall mean International Business Machines and all references in the Schedules to Gap shall mean The Gap, Inc. All capitalized terms not defined in this Implementation Agreement shall have the meaning as set forth in the Master Agreement.

This Agreement is coterminous with the Master Agreement.

The following modifications to the Master Agreement are specifically mandated by the laws, rules, regulations, directives, company human resource policies, and/or statutes of the Country:

3.1 Human Resources. [None/See Schedule 3.1.]

3.2 Data Protection. [None/See Schedule 3.2.]

3.3 Taxes. [None/See Schedule 3.3.]

3.4 Other Mandated Requirements. [None/See Schedule 3.4.]

The following subsections amend the terms of the Master Agreement:

4.1 Invoices. [None/See Schedule 4.1.]

4.2 Assignment and Assumption of Technology Assets. [None/See Schedule 4.2.]

4.3 Provision Required to Establish Jurisdiction and Venue as Set Forth in Section 46.3 (Venue and Jurisdiction) of the Master Agreement. [None/See Schedule 4.3.]

4.4 Gap General Counsel Approved Modifications. [None/See Schedule 4.4.]

4.5 Additional Notices. [None/See Schedule 4.5.]

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Implementation Agreement to become effective as set forth in the preamble.