Gap (GPS)

17. TERMINATION FOR CHRONIC SERVICE LEVEL DEFAULT

Upon completion of Transition, in the event that a Chronic Service Level Default is realized, Gap, at its sole discretion, may, by written notice, terminate at its option the affected Functional Service Area, or Functional Service Area Segment and without application of any additional cure period. In the event that Gap elects to pursue this termination right, Gap agrees *, the * procured by Supplier and associated with the terminated Functional Service Area, or segment thereof. For purposes of this Section 17 (Termination for Chronic Service Level Default), * are those * that are * to the support and delivery of Services to Gap. Shared assets on Supplier premises are not included in *.

In order to exercise its termination right under this Section 17 (Termination for Chronic Service Level Default), Gap must notify Supplier in writing of its intention to exercise such right within ninety (90) days following its receipt of the Service Level reporting documentation confirming the Chronic Service Level Default. In the event Gap elects this termination right, such Chronic Service Level Default shall not be used by Gap as a basis for a claim of termination for cause under Section 33.2 (Termination for Cause by Gap) of the Agreement.

Except as expressly provided in this Section 17 (Termination for Chronic Service Level Default), nothing in this Section 17 (Termination for Chronic Service Level Default) precludes Gap from pursuing alternative remedies otherwise available in the Agreement.

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GAP CONFIDENTIAL