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GPS » Topics » 2. GENERAL REFRESH RESPONSIBILITIES

This excerpt taken from the GPS 10-K filed Mar 28, 2006.

2. GENERAL REFRESH RESPONSIBILITIES

2.1. Supplier’s responsibilities with respect to Equipment refresh shall be as follows:

 

  (a) As required to comply with the Agreement, including Section 3.13 (Technology Refresh Services) of the Agreement;

 

  (b) As set forth in any Functional Service Area Statement of Work; and

 

  (c) Performing the processes required to support the refresh of the applicable Equipment for which Supplier or Gap is financially responsible, including:

 

  (i) performing planning and associated change event management, and problem management as necessary; and

 

  (ii) deinstalling, installing, reinstalling, configuring, and staging Equipment as necessary to complete the refresh.

The foregoing activities will be performed in accordance with Project plan(s) and schedule(s), which are to be developed during Transition, for implementing the refresh cycles, as set forth in Section 3 (Supplier Refresh Cycle) and Section 4 (Gap Refresh Cycle) (collectively the “Refresh Matrix”). *.

 

  (d) Refreshing Equipment in accordance with the Refresh Matrix;

 

  (e) Specifying annually the Equipment Supplier will refresh, with implementation timeframes and dates that are in accordance with the Refresh Matrix;

 

* Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

 

Exhibit D.18   Gap/IBM Confidential and Proprietary Information   Page 2

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  (f) Providing accurate and reliable inventory records for Equipment installed during the refresh process;

 

  (g) Without limiting the generality of Supplier’s obligations to refresh in accordance with the Refresh Matrix, Supplier shall refresh obsolete Equipment to facilitate the ongoing delivery of the Services, including compliance with Service Levels, in accordance with the Agreement.

 

  (h) Minimizing end user downtime during the refresh process by implementing a set of standard processes and effective tools;

 

  (i) Coordinating the production, documentation and distribution of the technology refresh plan;

 

  (j) Identify opportunities to effectively deploy new technology for Gap to enhance Gap savings and Supplier’s value delivery and bring proposals to Gap for review; and

 

  (k) Deploying new Equipment technology and services to meet Gap’s business requirements as mutually agreed.

2.2. Refresh Terms

 

  (a) Supplier’s obligation for refresh in accordance with this Exhibit D.18 shall apply *, except as the Parties otherwise may agree in writing.

 

  (b) Equipment that is replaced with new Equipment as a part of Supplier performing consolidation and/or problem remediation will be considered refreshed equipment.

 

  (c) Supplier will refresh Equipment as set forth in this Exhibit D.18 with new Supplier or third party owned or leased Equipment.

 

  (d) Gap will be responsible for the costs of disposal and shipping of all Gap owned and leased Equipment.

 

  (e) Supplier will be responsible for the costs of disposal and shipping of all Supplier owned and leased Equipment.

 

* Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

 

Exhibit D.18   Gap/IBM Confidential and Proprietary Information   Page 3

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