Gap (GPS)

GAP GUARANTEE

This GUARANTEE ("Guarantee") is executed as of the 1st day of March, 2009, by THE GAP, INC., a Delaware corporation ("Gap"), for the benefit of INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation ("Supplier").

RECITALS

A. Gap and Supplier have entered into that certain First Amended and Restated Master Services Agreement dated as of March 2, 2009 (the “Agreement"). Capitalized terms not defined in this Guarantee shall have the meanings as set forth in the Agreement.

B. Gap has agreed to guarantee, to the extent provided herein, the full and faithful payment of any Liability that any Gap In-Country Affiliate may incur pursuant to the applicable Implementation Agreement.

C. For purposes of this Guarantee, the term “Liability or Liabilities” includes any and all debts, payment obligations, and/or liabilities finally determined by a court of competent jurisdiction to be due and owing from any Gap In-Country Affiliate to Supplier or a Supplier In-Country Affiliate whether the Gap In-Country Affiliate is liable individually or jointly with others, whether for principal, interest or other debts or liabilities.

AGREEMENT

In consideration of the foregoing Recitals (which are incorporated herein) and the mutual covenants and agreements contained herein and the Agreement, the Parties hereto agree as follows:

1. Gap unconditionally guarantees, without deduction by reason of set-off, defense or counterclaim, to Supplier the full, faithful, and prompt payment by any Gap In-Country Affiliate of any Liability incurred under the applicable Implementation Agreement. If the Gap In-Country Affiliate shall at any time during the Guarantee Period default in the payment of any Liabilities due Supplier or the applicable Supplier In-Country Affiliate under the applicable Implementation Agreement, Gap shall immediately pay to Supplier all such Liabilities due to Supplier or the applicable Supplier In-Country Affiliate.

2. Except as otherwise provided herein, the liability of Gap hereunder shall in no way be affected by (a) any bankruptcy or insolvency filing or proceeding with respect to the Gap In-Country Affiliate or any action taken thereunder or with respect thereto, (b) the assignment or transfer of the applicable Implementation Agreement by the Gap In-Country Affiliate without the written consent of Supplier; (c) any defense of the Gap In-Country Affiliate; (d) the exercise by Supplier or the Supplier In-County Affiliate of any of its rights or remedies reserved under the Agreement, the Implementation Agreement, or by law; or (e) any termination of the applicable Implementation Agreement.

3. In no event shall the cumulative Liability of Gap under this Guarantee exceed the total amount of Liabilities for which the Gap In-Country Affiliate would be liable under the applicable Implementation Agreement. In no event shall Gap be liable for Liabilities under this Guarantee for which the Gap In-Country Affiliate would not be liable under the applicable Implementation Agreement.

4. This Guarantee shall continue in effect until the earlier of (1) the date on which Gap and/or the Gap In-Country Affiliate have fulfilled the Gap In-Country Affiliate’s Liabilities pursuant to the terms and conditions of the applicable Implementation Agreement or (2) the date on which Gap no longer has Control (defined as the legal, beneficial or equitable ownership, directly or indirectly, of more than fifty percent of the aggregate of all voting equity shares in an entity) of a Gap In-Country Affiliate; provided, however, Gap shall retain responsibility for any acts and/or omissions of the Gap In-Country Affiliate as to which the primary cause of any debt, payment obligation, and/or other liability incurred under the applicable Implementation Agreement occurred prior to the date of change of Control ((1) and (2) above are collectively referred to as the “Guarantee Period”).

5. The terms and conditions of Sections 43 (Waiver), 46.2 (Choice of Law), 46.3 (Venue and Jurisdiction), 46.4 (Agreement Drafted By All Parties), 46.8 (Appointment of Agent for Service of Process), 47 (Notices), 48 (Entire Agreement), 49 (Severability), and 51 (Force Majeure) of the Agreement are incorporated by reference, except that all references to the Agreement shall be to this Guarantee.

GAP GUARANTEE

This GUARANTEE (“Guarantee”) is executed as of the      day of                     , 2006, by THE GAP, INC., a Delaware corporation (“Gap”), for the benefit of INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation (“Supplier”).

RECITALS

A. Gap and Supplier have entered into that certain Master Services Agreement dated as of January 13, 2006 (the “Agreement”). Capitalized terms not defined in this Guarantee shall have the meanings as set forth in the Agreement.

B. Gap has agreed to guarantee, to the extent provided herein, the full and faithful payment of any Liability that any Gap In-Country Affiliate may incur pursuant to the applicable Implementation Agreement.

C. For purposes of this Guarantee, the term “Liability or Liabilities” includes any and all debts, payment obligations, and/or liabilities finally determined by a court of competent jurisdiction to be due and owing from any Gap In-Country Affiliate to Supplier or a Supplier In-Country Affiliate whether the Gap In-Country Affiliate is liable individually or jointly with others, whether for principal, interest or other debts or liabilities.

AGREEMENT

In consideration of the foregoing Recitals (which are incorporated herein) and the mutual covenants and agreements contained herein and the Agreement, the Parties hereto agree as follows:

1. Gap unconditionally guarantees, without deduction by reason of set-off, defense or counterclaim, to Supplier the full, faithful, and prompt payment by any Gap In-Country Affiliate of any Liability incurred under the applicable Implementation Agreement. If the Gap In-Country Affiliate shall at any time during the Guarantee Period default in the payment of any Liabilities due Supplier or the applicable Supplier In-Country Affiliate under the applicable Implementation Agreement, Gap shall immediately pay to Supplier all such Liabilities due to Supplier or the applicable Supplier In-Country Affiliate.

2. Except as otherwise provided herein, the liability of Gap hereunder shall in no way be affected by (a) any bankruptcy or insolvency filing or proceeding with respect to the Gap In-Country Affiliate or any action taken thereunder or with respect thereto, (b) the assignment or transfer of the applicable Implementation Agreement by the Gap In-Country Affiliate without the written consent of Supplier; (c) any defense of the Gap In-Country Affiliate; (d) the exercise by Supplier or the Supplier In-County Affiliate of any of its rights or remedies reserved under the Agreement, the Implementation Agreement, or by law; or (e) any termination of the applicable Implementation Agreement.

3. In no event shall the cumulative Liability of Gap under this Guarantee exceed the total amount of Liabilities for which the Gap In-Country Affiliate would be liable under the applicable Implementation Agreement. In no event shall Gap be liable for Liabilities under this Guarantee for which the Gap In-Country Affiliate would not be liable under the applicable Implementation Agreement.

4. This Guarantee shall continue in effect until the earlier of (1) the date on which Gap and/or the Gap In-Country Affiliate have fulfilled the Gap In-Country Affiliate’s Liabilities pursuant to the terms and conditions of the applicable Implementation Agreement or (2) the date on which Gap no longer has Control (defined as the legal, beneficial or equitable ownership, directly or indirectly, of more than fifty percent of the aggregate of all voting equity shares in an entity) of a Gap In-Country Affiliate; provided, however, Gap shall retain responsibility for any acts and/or omissions of the Gap In-Country Affiliate as to which the primary cause of any debt, payment obligation, and/or other liability incurred under the applicable Implementation Agreement occurred prior to the date of change of Control ((1) and (2) above are collectively referred to as the “Guarantee Period”).

5. The terms and conditions of Sections 43 (Waiver), 46.2 (Choice of Law), 46.3 (Venue and Jurisdiction), 46.4 (Agreement Drafted By All Parties), 46.8 (Appointment of Agent for Service of Process), 47 (Notices), 48 (Entire Agreement), 49 (Severability), and 51 (Force Majeure) of the Agreement are incorporated by reference, except that all references to the Agreement shall be to this Guarantee.