Gap (GPS)

Exhibit D.5 – Gap Record Retention Policy

to

First Amended and Restated Master Services Agreement

March 2, 2009

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express prior written permission of The Gap, Inc. and Supplier, this document and the information contained herein may not be published, disclosed, or used for any other purpose.

Gap’s business records are Gap’s assets and must be retained or destroyed in compliance with the applicable records retention schedules in Gap’s Records Management Policy. In accordance with this policy, in the event of litigation or a government investigation, relevant records must be retained and preserved.

Gap’s Records Management Program is the policy and procedure for managing all domestic Gap’s records, inactive and active, regardless of media or format. This includes electronic and audio files, hard copy documents, photographs, microfilm and records in other formats. All such records are the property of Gap, and Gap retains the right to review and establish disposition of all records.

Supplier will maintain, review and update a records management program to comply with Gap’s requirements regularly and in the ordinary course of business. Supplier will ensure that it’s policy also remains in compliance with all applicable regulations and statutes and to exercise reasonable judgment and prudence in determining the disposition of such records.

The following are the Gap’s policies on key retention issues:

Email

Email is maintained for * months.

Employee Transfer or Termination

Upon termination, Supplier employees must return all Gap’s records to Gap. This includes both paper and electronic records.

Records Stored On-Site

All records maintained on-site at Gap facilities should adhere to the retention periods set forth in the retention schedule.

Types of Retention Hold Orders: *

When the retention period has expired, the record will be destroyed, subject to approval by the Gap records retention advisory committee and records coordinator.

*

Records with a * comment in the schedule may be relevant to assessment of *. All such records should be retained until the completion of the * for the * year to which the document pertains, even if longer than the retention period in the schedule. If you are uncertain about the appropriate retention period of a record you maintain with an * comment, contact Gap’s Records Management.

*

Records with an * comment in the schedule may be relevant to assessment of * and should be retained until the completion of *, even if longer than the retention period in the schedule. If you are uncertain about the appropriate retention period of a record you maintain with an * comment, contact Gap’s Records Management.

*

Records with a * comment in the schedule may be relevant to * and should be retained until the completion of any *, even if longer than the retention period in the schedule. If you are uncertain about the appropriate retention period of a record you maintain with a * comment, contact Gap’s Records Management.

*

Records with a * comment in the schedule may be further evaluated for permanent retention in the * before destruction at the discretion of the *. If you are uncertain about the appropriate retention period of a record you maintain with an * comment, contact Gap’s Records Management.

Supplier will comply with the record retention guidelines outlined in the attached file (CCG-IT.pdf) provided that the Supplier shall return all retained records in accordance with Section 36.6 (Return of Proprietary or Confidential Information) of the Agreement, at the expiration or termination of the Agreement in order to permit Gap to maintain compliance to the attached file.

*.

Exhibit D.5 – Gap Record Retention Policy

to

Master Services Agreement

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

Gap’s business records are Gap’s assets and must be retained or destroyed in compliance with the applicable records retention schedules in Gap’s Records Management Policy. In accordance with this policy, in the event of litigation or a government investigation, relevant records must be retained and preserved.

Gap’s Records Management Program is the policy and procedure for managing all domestic Gap’s records, inactive and active, regardless of media or format. This includes electronic and audio files, hard copy documents, photographs, microfilm and records in other formats. All such records are the property of Gap, and Gap retains the right to review and establish disposition of all records.

Supplier will maintain, review and update a records management program to comply with Gap’s requirements regularly and in the ordinary course of business. Supplier will ensure that it’s policy also remains in compliance with all applicable regulations and statutes and to exercise reasonable judgment and prudence in determining the disposition of such records.

The following are the Gap’s policies on key retention issues:

Email

Email is maintained for * months.

Employee Transfer or Termination

Upon termination, Supplier employees must return all Gap’s records to Gap. This includes both paper and electronic records.

Records Stored On-Site

All records maintained on-site at Gap facilities should adhere to the retention periods set forth in the retention schedule.

Types of Retention Hold Orders: *

When the retention period has expired, the record will be destroyed, subject to approval by the Gap records retention advisory committee and records coordinator.

*

Records with a * comment in the schedule may be relevant to assessment of *. All such records should be retained until the completion of the * for the * year to which the document pertains, even if longer than the retention period in the schedule. If you are uncertain about the appropriate retention period of a record you maintain with an * comment, contact Gap’s Records Management.

*

Records with an * comment in the schedule may be relevant to assessment of * and should be retained until the completion of *, even if longer than the retention period in the schedule. If you are uncertain about the appropriate retention period of a record you maintain with an * comment, contact Gap’s Records Management.

*

Records with a * comment in the schedule may be relevant to * and should be retained until the completion of any *, even if longer than the retention period in the schedule. If you are uncertain about the appropriate retention period of a record you maintain with a * comment, contact Gap’s Records Management.

*

Records with a * comment in the schedule may be further evaluated for permanent retention in the * before destruction at the discretion of the *. If you are uncertain about the appropriate retention period of a record you maintain with an * comment, contact Gap’s Records Management.

Supplier will comply with the record retention guidelines outlined in the attached file (CCG-IT.pdf) provided that the Supplier shall return all retained records in accordance with Section 36.6 (Return of Proprietary or Confidential Information) of the Agreement, at the expiration or termination of the Agreement in order to permit Gap to maintain compliance to the attached file. *.