Gap (GPS)

I. INTRODUCTION

This Exhibit A.3.1 (Store Services Statement of Work) to the First Amended and Restated Master Services Agreement (this “Statement of Work”) is effective as of March 2, 2009 and sets forth the minimal Services that Supplier shall provide as of March 2, 2009, including Services to provide (1) Maintenance Services; (2) IMAC Services; (3) Warehouses Services and (4) Cabling Services, as further described herein (collectively described as the “Store Services”), references in the Agreement to Services shall be deemed to include Store Services. The Store Services described herein will be provided by Supplier to Gap pursuant to the Agreement and shall be provided utilizing Supplier’s best practices. With respect to the Store Services, Supplier will also perform activities and requirements as specified in Exhibit A.2 (Cross Functional Services), Exhibit A.4 (End User Services), and Exhibit A.5 (Network Services).

Supplier shall provide information on the Store Services using a media that is efficient, easy to use, and easily accessible by Gap Authorized Users and subject to Approval by Gap. Gap expects that Supplier will bring value to areas in addition to those identified in the Agreement and this Statement of Work. Supplier should describe any unique capabilities it possesses for assisting Gap in achieving additional improvements and describe how it would make such capabilities available to Gap.

Unless otherwise provided, references to Sections will be to Sections of this Statement of Work and references to Exhibits will be to Exhibits of the Agreement. The section headings in this Statement of Work are for reference purposes only and will not affect in any way the meaning or interpretation of this Statement of Work.

Supplier shall provide the Store Services as required to meet or exceed the Service Levels in Exhibit B.1 (Service Level Matrix). Supplier (i) has responsibility for the performance of the Store Services detailed in this Statement of Work; and (ii) shall be held responsible for the performance of the Store Services without regard to the use by Supplier of third-party products or suppliers. Changes to this Statement of Work will be mutually agreed to by the Gap and Supplier and implemented and managed using the Change Control Procedures.

Except as otherwise expressly provided herein, or unless the context clearly requires otherwise, capitalized terms used in this Statement of Work shall have the meanings set forth below. Capitalized terms used in this Statement of Work but not otherwise defined in this Statement of Work shall have the meanings ascribed to them in Exhibit A.1 (Glossary to Statements of Work) or in Section 1 of the Agreement.

“Agreement” means the Master Services Agreement dated as of the Reference Date between Gap and Supplier.

“Auto-Add” shall mean the process of adding warranted and non-warranted IBM Branded Machines and Non-IBM Branded Machines purchased or licensed in conjunction with the Store Services as Store Equipment.

“Covered Locations” shall mean the Gap Store Locations and Store Lab Facilities and other locations listed in Exhibit D.17.

“Covered Machines” shall mean, at any given point in time during the Term, IBM Branded Machines and Non-IBM Branded Machines that are of the type listed in Exhibit D.16.d (Covered Machines), and which includes Third Party Covered Machines (as defined in Attachment A and as listed in D.16.e). Notwithstanding the above, only In-Service Machines shall be deemed Covered Machines for purposes of receiving Store Services hereunder.

“CSR” shall mean an IBM field and/or network technician (Customer Service Representative) who performs Store Services pursuant to this Statement of Work.

“Gap Store Support” means the Gap-retained Help Desk which is the primary point of contact for users regarding Attachment A. (Note: Update pending North America Stores Helpdesk revision.)

“IBM Branded Machines” shall mean a machine that bears an IBM logo, an item of equipment that bears an IBM logo, or an item of hardware that bears an IBM logo, and its features, conversions, upgrades, elements or accessories, or any combination of them.

“In-Service Machines” are those IBM Branded Machines or Non-IBM Branded Machines which are listed in Exhibit D.16.d or D.16.e that are included in the actual usage counts for the month for charging purposes as described in Exhibit C. In-Service Machines includes those which are included in the actual usage counts for the month for charging purposes pursuant to Exhibit C, despite the fact that Exhibits D.16.d and D.16.e have not yet been updated to include such new In-Service Machines.

“Non-IBM Branded Machine” shall mean a machine that does not bear an IBM logo, an item of equipment that does not bear an IBM logo, or an item of hardware that does not bear an IBM logo, and its features, conversions, upgrades, elements or accessories, or any combination of them.

“Out of Service Machines” are those IBM Branded Machines or Non-IBM Branded Machines which are listed in Exhibit D.16.d and D.16.e which are not included in the actual usage counts for the month for charging purposes pursuant

to Exhibit C. Out of Service Machines will be reclassified as In-Service Machines when such machines are included in the actual usage counts for the month for charging purposes pursuant to Exhibit C.

“POS” means point of sale.

“Store Equipment” means Covered Machines.

“Store Locations” means those Gap locations with Store Equipment as specified in Exhibit D.17 (Gap Sites).

“Store Server” has the meaning set forth in Section IV

“Store Workstation” has the meaning set forth in Section IV.

“Supplier Customer Solution Centre” (or “Supplier CSC”) shall mean the Supplier facility located in *, *, *, which is used to perform applicable Store Services under Attachment D and Attachment E to this Exhibit A.3.

“Supplier Integration Center” shall mean the Supplier facility located in *, * or *, *, which is used to perform applicable Services under Attachment D and Attachment E.