Common use of Benchmarking Process Clause in Contracts

Benchmarking Process. A. Commencing *, Gap may initiate a benchmark analysis of (1) *, (2) *, (3) *, and/or (4) *. The benchmark analysis of the Aggregated Services shall include an analysis of the individual IT components set forth in Table C-1.2(a) (Charges by Country Retained) within the applicable Functional Service Area(s). Supplier will provide, as reasonably requested by Gap in order to facilitate a meaningful and effective benchmark analysis, a detailed charge(s) breakdown of the Aggregated Services subject to the benchmark analysis into the elements of *. Additionally, as may be required to normalize the benchmark analysis, the fixed price component of the Annual Services Charge set forth in Table C-1.2(a) (Charges by Country Retained) shall be allocated on a prorated basis to each of the Aggregated Service(s). Such allocation will be accomplished by dividing the then current Contract Year Charges for the applicable Aggregated Service(s) subject to the benchmark analysis by the total Annual Services Charge for the then current Contract Year Charges for the applicable Aggregated Service(s) subject to the benchmark analysis by the total Annual Services Charge for the then __________________________ *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. current Contract Year to obtain the percentage of the fixed price Annual Services Charge to add to the Aggregated Service(s) in order to establish the then current total price for the Aggregated Service(s) subject to the benchmark analysis. Gap agrees not to duplicate a benchmarking for Aggregated Services within any * period. Gap will use Gartner Inc. for any such benchmarking or such other company as otherwise mutually agreed to in writing by the Parties (the “Benchmarker”) to objectively perform such benchmarking. B. Each Party shall have the right to review the benchmarking procedures to be utilized by the Benchmarker. If and to the extent Gap and Supplier agree on specific directions, processes or methodologies to be provided to or applied by the Benchmarker, the Benchmarker shall be provided such directions and instructed to apply such processes or methodologies. Otherwise, the Benchmarker shall be instructed to use its professional judgment as to the appropriate processes and methodologies to be applied. C. The Benchmarker shall execute an appropriately protective confidentiality agreement consistent with the terms of this Agreement that contains standard non-disclosure agreement protections, provided that Supplier shall have no obligation hereunder to (i) provide the Benchmarker any proprietary information or data relating to Supplier’s agreements with other customers or (ii) disclose to the Benchmarker Supplier’s cost of delivering the Services under this Agreement. D. The Benchmarker shall have no financial incentive in the outcome of its analysis. The Benchmarker shall compare (using data from a representative sampling of contracts) the quality, resource utilization, and charges of the Aggregated Service(s) against the quality, resource utilization and charges of information technology service providers performing similar services to ensure that Gap is obtaining pricing and levels of service that are competitive with market prices and service levels, given the nature, volume, performance standards and type of Aggregated Service(s) provided by Supplier hereunder (“Benchmarking”). The prices established as a result of the Benchmarking shall be the “Benchmark”. In making this comparison, the Benchmarker shall insure its comparison accounts for vendor financing and other factors including: (i) whether vendor transition-in charges are paid by the customer as incurred or amortized over the term of the agreement; (ii) the extent to which vendor pricing includes the purchase of customer’s existing assets and on what basis; and (iii) the extent to which vendor pricing includes the cost of acquiring future assets. The Benchmarker shall identify such factors considered and the methodology used to account for such factors in its comparison.

Benchmarking Process. A. Commencing *, Gap may initiate a benchmark analysis of (1) *, (2) *, (3) *, and/or (4) * (individually each, and collectively all, referred to as “Aggregated Service(s)”). For purposes of this Section 8 (Benchmarking), *. The benchmark analysis of the Aggregated Services shall include an analysis of the individual IT components set forth in Table C-1.2(a) (Charges by Country Retained) within the applicable Functional Service Area(s). Supplier will provide, as reasonably requested by Gap in order to facilitate a meaningful and effective benchmark analysis, a detailed charge(s) breakdown of the Aggregated Services subject to the benchmark analysis into the elements of *. Additionally, as may be required to normalize the benchmark analysis, the fixed price component of the Annual Services Charge set forth in Table C-1.2(a) C-1 (Charges by Country RetainedAnnual Services Charge) shall be allocated on a prorated basis to each of the Aggregated Service(s). Such allocation will be accomplished by dividing the then current Contract Year Charges for the applicable Aggregated Service(s) subject to the benchmark analysis by the total Annual Services Charge for the then current Contract Year Charges for the applicable Aggregated Service(s) subject to the benchmark analysis by the total Annual Services Charge for the then __________________________ *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. current Contract Year to obtain the percentage of the fixed price Annual Services Charge to add to the Aggregated Service(s) in order to establish the then current total price for the Aggregated Service(s) subject to the benchmark analysis. Gap agrees not to duplicate a benchmarking for Aggregated Services within any * period. Gap will use Gartner Inc. for any such select and contract with an independent third party that routinely provides benchmarking as identified on Exhibit D.21 (Approved Benchmarkers) or such other company as otherwise mutually agreed to in writing by the Parties (the “Benchmarker”) to objectively perform such benchmarking. B. Each Party shall have the right to review the benchmarking procedures to be utilized by the Benchmarker. If and to the extent Gap and Supplier agree on specific directions, processes or methodologies to be provided to or applied by the Benchmarker, the Benchmarker shall be provided such directions and instructed to apply such processes or methodologies. Otherwise, the Benchmarker shall be instructed to use its professional judgment as to the appropriate processes and methodologies to be applied. * 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. C. The Benchmarker shall execute an appropriately protective confidentiality agreement consistent with the terms of this Agreement that contains standard non-disclosure agreement protections, provided that Supplier shall have no obligation hereunder to (i) provide the Benchmarker any proprietary information or data relating to Supplier’s agreements with other customers or (ii) disclose to the Benchmarker Supplier’s cost of delivering the Services under this Agreement. D. The Benchmarker shall have no financial incentive in the outcome of its analysis. The Benchmarker shall compare (using data from a representative sampling of contracts) the quality, resource utilization, and charges of the Aggregated Service(s) against the quality, resource utilization and charges of information technology service providers performing similar services to ensure that Gap is obtaining pricing and levels of service that are competitive with market prices and service levels, given the nature, volume, performance standards and type of Aggregated Service(s) provided by Supplier hereunder (“Benchmarking”). The prices established as a result of the Benchmarking shall be the “Benchmark”. In making this comparison, the Benchmarker shall insure its comparison accounts for vendor financing and other factors including: (i) whether vendor transition-in charges are paid by the customer as incurred or amortized over the term of the agreement; (ii) the extent to which vendor pricing includes the purchase of customer’s existing assets and on what basis; and (iii) the extent to which vendor pricing includes the cost of acquiring future assets. The Benchmarker shall identify such factors considered and the methodology used to account for such factors in its comparison.

Benchmarking Process. A. Commencing *‌ (A) Beginning after the completion of the second Contract Year, Gap but no more than one (1) time per each rolling twelve (12) month cycle, County may initiate a benchmark analysis of (1) *, (2) *, (3) *, and/or (4) *. The benchmark analysis of the Aggregated Services shall include an analysis of the individual IT components set forth in Table C-1.2(a) (Charges by Country Retained) within the applicable any single Functional Service Area(sArea or multiple Functional Service Areas (individually each, and collectively all, Services selected for an individual benchmarking assessment shall be referred to as the “Benchmarking Service(s) Set”). Supplier County will provide, as reasonably requested by Gap in order to facilitate a meaningful select and effective benchmark analysis, a detailed charge(s) breakdown of the Aggregated Services subject to the benchmark analysis into the elements of *. Additionally, as may be required to normalize the benchmark analysis, the fixed price component of the Annual Services Charge set forth in Table C-1.2(a) (Charges by Country Retained) shall be allocated on a prorated basis to each of the Aggregated Service(s). Such allocation will be accomplished by dividing the then current Contract Year Charges for the applicable Aggregated Service(s) subject to the benchmark analysis by the total Annual Services Charge for the then current Contract Year Charges for the applicable Aggregated Service(s) subject to the benchmark analysis by the total Annual Services Charge for the then __________________________ *Certain information on this page has been omitted and filed separately contract with the Commission. Confidential treatment has been requested with respect to the omitted portions. current Contract Year to obtain the percentage of the fixed price Annual Services Charge to add to the Aggregated Service(s) in order to establish the then current total price for the Aggregated Service(s) subject to the benchmark analysis. Gap agrees not to duplicate a an independent third party that routinely provides benchmarking for Aggregated Services within any * period. Gap will use Gartner Inc. for any such benchmarking or such other company as otherwise mutually agreed to in writing by the Parties through its authorized procurement procedures (the “Benchmarker”) to objectively perform such benchmarking. Supplier will provide, as reasonably requested by County in order to facilitate an accurate, normalized benchmark analysis, a detailed allocation of the Charges for each of the Services comprising the Benchmarking Service(s) Set into components of labor, third party services, service fees, and “other. B. Each Party shall have the right to review the benchmarking procedures to be utilized by the Benchmarker. If and to the extent Gap and Supplier agree on specific directions, processes or methodologies to be provided to or applied by the Benchmarker” Additionally, the Benchmarker shall be provided such directions and instructed to apply such processes or methodologies. Otherwise, normalize the Charges as appropriate in connection with each of the Benchmarking Services. (B) The Benchmarker shall be instructed to use its professional judgment as to the appropriate processes and methodologies to be applied, including the selection of appropriate comparison data. For example, as to this Agreement, utilizing data from suppliers providing services offshore resources would not be appropriate. C. The Benchmarker shall execute an appropriately protective confidentiality agreement consistent with the terms of this Agreement that contains standard non-disclosure agreement protections, provided that Supplier shall have no obligation hereunder to (iC) provide the Benchmarker any proprietary information or data relating to Supplier’s agreements with other customers or (ii) disclose to the Benchmarker Supplier’s cost of delivering the Services under this Agreement. D. The Benchmarker shall have no financial incentive in the outcome of its analysis. The Benchmarker shall compare (using data from a representative sampling of contracts) the quality, resource utilization, and charges Charges of the Aggregated Service(s) Services against the quality, resource utilization utilization, and charges of information technology service providers suppliers performing similar services to ensure that Gap County is obtaining pricing and levels of service that are competitive with market prices and service levels, given the nature, volume, performance standards / service levels, and type of Aggregated Service(s) Services provided by Supplier hereunder hereunder, and taking into account from where the services are being provided, and use only data from suppliers providing services using onshore resources. The Benchmarker will present its findings on competitive pricing in ranges divided into quartiles, and with the pricing for each of the Benchmarking Service(s) Set identified within each such range (“Benchmarking”). The prices established price comprising the mean between the first and second quartiles from the lowest pricing in each range as a result of the to any Benchmarking Service(s) Set shall be the “Benchmark”. In making this comparison, the Benchmarker shall insure its comparison accounts for vendor financing ,” as described in Sections 5.1.1 (Quartile Example) and other factors including: 5.1.2 (iBenchmark Calculation) whether vendor transition-in charges are paid by the customer as incurred or amortized over the term of the agreement; (ii) the extent to which vendor pricing includes the purchase of customer’s existing assets and on what basis; and (iii) the extent to which vendor pricing includes the cost of acquiring future assets. The Benchmarker shall identify such factors considered and the methodology used to account for such factors in its comparisonbelow.

Benchmarking Process. A. Commencing By providing prior notice to Supplier Party of at least 30 days, with a copy to the selected Benchmarker, Customer Party may [*, Gap may ***] initiate a benchmark analysis of the Services in accordance with the terms set forth herein. (1) *At the commencement of each benchmark, (2) *the Parties shall conduct a benchmark kick-off meeting which shall be attended by Customer Party, (3) *Supplier Party and the Benchmarker. At such kick-off meeting, and/or (4) *the specific Benchmarking Process for the benchmark shall be described by the Benchmarker for approval by each Party. The benchmark analysis of Any deviations from the Aggregated Services pre-agreed Benchmarking Process and normalization process described herein shall include an analysis of the individual IT components set forth in Table C-1.2(a) (Charges by Country Retained) within the applicable Functional Service Area(s). Supplier will provide, as reasonably requested by Gap in order to facilitate a meaningful and effective benchmark analysis, a detailed charge(s) breakdown of the Aggregated Services be subject to the benchmark analysis into the elements of *. Additionally, as may be required to normalize the benchmark analysis, the fixed price component prior written agreement of the Annual Services Charge set forth in Table C-1.2(a) (Charges by Country Retained) Parties. The Benchmarking Process agreed to at the kick-off meeting shall specify the data to be gathered, identify the personnel roles and responsibilities, and review the rules of engagement and actions to be undertaken upon receipt of the Benchmark Results as described herein. Customer Party shall be allocated on a prorated basis permitted to each disclose price and Customer cost information in respect of the Aggregated Service(s). Such allocation will be accomplished by dividing the then current Contract Year Charges for the applicable Aggregated Service(s) subject this Agreement to the benchmark analysis Benchmarker; provided, however, that such Benchmarker shall be bound by the total Annual Services Charge for the then current Contract Year Charges for the applicable Aggregated Service(s) subject confidentiality obligations to both Parties similar to those of Customer hereunder. Supplier Party shall not be obligated to disclose to the benchmark analysis by the total Annual Services Charge for the then __________________________ *Certain Benchmarker data or cost information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to any other customer of Supplier Party or any Supplier Party underlying cost information (with the omitted portionssole exception of pass-through costs, if any, that are reimbursed by Customer hereunder). current Contract Year to obtain The Benchmarking Process shall be a collaborative process between the percentage of Parties, all meetings with the fixed price Annual Services Charge to add to the Aggregated Service(s) in order to establish the then current total price for the Aggregated Service(s) subject to the benchmark analysis. Gap agrees not to duplicate a benchmarking for Aggregated Services within any * period. Gap will use Gartner Inc. for any such benchmarking or such other company as otherwise mutually agreed to in writing by the Parties (the “Benchmarker”) to objectively perform such benchmarking. B. Each Party Benchmarker shall have the right to review the benchmarking procedures to be utilized by the Benchmarker. If conducted with both Parties, and to the extent Gap and Supplier agree on specific directions, processes or methodologies to be all information provided to or applied by the Benchmarker, and obtained from the Benchmarker shall be provided to both Parties. Such information shall be deemed to be the Confidential Information of (a) the Disclosing Party or (b) if such directions information is disclosed by the Benchmarker, both Parties. (2) The expected duration of each benchmark shall be determined at the benchmark kickoff meeting. Given the different scope, scale, and instructed to apply such processes or methodologies. Otherwisecomplexity of benchmarking the Towers, the Benchmarker shall duration of certain benchmarks may be instructed to use its professional judgment as to the appropriate processes and methodologies to be appliedlonger than others. C. (3) The Benchmarker shall execute an appropriately protective confidentiality agreement consistent perform the benchmarking in accordance with the terms of this Agreement that contains standard non-disclosure agreement protections, provided that Supplier shall have no obligation hereunder to (i) provide the Benchmarker any proprietary information or data relating to Supplier’s agreements with other customers or (ii) disclose to the Benchmarker Supplier’s cost of delivering the Services under this Agreement. D. The Benchmarker shall have no financial incentive in the outcome of its analysisBenchmarking Process. The Benchmarker shall compare the Fees set forth in the Benchmarking Fee Schedule (using data from the "Benchmark Fees") for the Services being benchmarked to the charges applicable to a representative sampling sample of contracts) the quality, resource utilization, and charges of the Aggregated Service(s) against the quality, resource utilization and charges of tier-one outsourced information technology service providers performing similar operations of other entities. The Benchmarker shall select an appropriate number of services agreements (but, in any event, not less than five services agreements) to ensure that Gap form such representative sample against which to compare Customer's information technology operations and applicable Fees and shall describe (though shall not be required to name) its selections in writing to the Parties for their approval. (4) The Benchmarker shall commence and complete the benchmarking as promptly as is obtaining pricing prudent in the circumstances. In conducting the benchmarking, the Benchmarker shall normalize the data concerning Customer's outsourced information technology environment and levels the data gathered from the representatives used to perform the benchmarking to accommodate, as appropriate, differences in size, volume of service that are competitive with market prices services (scale), scope and nature of services, quality standards and service levels, given investments, financing or payment streams, geographic distribution of performance and receipt of the natureoverall services (including restrictions placed on global and off-shore sourcing due to Customer requirements that Services be performed within the United States), volume, performance standards terms and type of Aggregated Service(s) provided by Supplier hereunder (“Benchmarking”)conditions and other pertinent factors. The prices established as a result data used by the Benchmarker to perform the Benchmarking Process shall be reasonably current (i.e., based on services provided to Customer and the representative sample no more than 18 months prior to the start of the Benchmarking shall be the “Benchmark”. In making this comparison, the Benchmarker shall insure its comparison accounts for vendor financing and other factors including: (i) whether vendor transition-in charges are paid by the customer as incurred or amortized over the term of the agreement; (ii) the extent to which vendor pricing includes the purchase of customer’s existing assets and on what basis; and (iii) the extent to which vendor pricing includes the cost of acquiring future assetsProcess). The Benchmarker shall identify such factors considered fully explain its normalization method to the Parties (including both pre and the methodology used to account for such factors in its comparisonpost normalization data).

Benchmarking Process. A. Commencing *, Gap may initiate a benchmark analysis of (1) *, (2) *, (3) *, and/or (4) *5.1. The benchmark analysis of Authority's instructions to the Aggregated Services Benchmarker shall include an analysis of require the individual IT components set forth in Table C-1.2(a) (Charges by Country Retained) within the applicable Functional Service Area(s). Supplier will provideBenchmarker to produce, as reasonably requested by Gap in order and to facilitate a meaningful and effective benchmark analysissend to each party for approval, a detailed charge(s) breakdown of the Aggregated Services subject to the benchmark analysis into the elements of *. Additionally, as may be required to normalize the benchmark analysis, the fixed price component of the Annual Services Charge set forth in Table C-1.2(a) (Charges by Country Retained) shall be allocated on a prorated basis to each of the Aggregated Service(s). Such allocation will be accomplished by dividing the then current Contract Year Charges draft plan for the applicable Aggregated Service(s) subject to Benchmark Review within {NUMBER} days after the benchmark analysis by the total Annual Services Charge for the then current Contract Year Charges for the applicable Aggregated Service(s) subject to the benchmark analysis by the total Annual Services Charge for the then __________________________ *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. current Contract Year to obtain the percentage date of the fixed price Annual Services Charge to add to the Aggregated Service(s) in order to establish the then current total price for the Aggregated Service(s) subject to the benchmark analysis. Gap agrees not to duplicate a benchmarking for Aggregated Services within any * period. Gap will use Gartner Inc. for any such benchmarking or such other company as otherwise mutually agreed to in writing by the Parties (the “Benchmarker”) to objectively perform such benchmarking. B. Each Party shall have the right to review the benchmarking procedures to be utilized by appointment of the Benchmarker. If and The plan shall include: a) a proposed timetable for the Benchmark Review (including for delivery of the Benchmarking Report); b) a description of the information that the Benchmarker requires each party to provide; c) a description of the extent Gap and Supplier agree on specific directions, processes or methodologies benchmarking methodology to be provided to or applied used; and d) details of any organisations providing Equivalent Services which the Authority proposes, having consulted with the Service Provider (and including any organisations providing Equivalent Services reasonably proposed by the BenchmarkerService Provider), are included within the Comparison Sample. 5.2. In carrying out the benchmarking analysis, the Benchmarker shall have regard to the following matters when performing a comparative assessment of the Benchmarked Services: a) the contractual and business environment under which the Equivalent Services are being provided; b) any front-end investment and development costs; c) the Service Provider's risk profile, including the financial, performance or liability risk (including any limitation or exclusion or limitation of the Service Provider's liability under this Agreement) associated with the provision of the Equivalent Services as a whole; and d) any other factors reasonably identified by the Service Provider which, if not taken into consideration, could unfairly cause the Service Provider's pricing to appear non-competitive. 5.3. Each party shall give notice in writing to the Benchmarker and to the other party within {NUMBER} days after receiving the draft plan, advising whether it approves the draft plan or, if it does not approve the draft plan, suggesting amendments to that plan. Neither party may unreasonably withhold its approval of the draft plan and any suggested amendments shall be provided reasonable. 5.4. Where a party suggests amendments to the draft plan under paragraph 5.3, the Benchmarker shall, if it believes the amendments are reasonable, produce an amended draft plan. Paragraph 5.2 shall apply to any amended draft plan. If the Benchmarker believes that the suggested amendments are not reasonable then the Benchmarker shall discuss the amendments with the parties to reach a resolution. If the parties are unable to agree a resolution within {NUMBER} days of the matter first being referred to each of them by the Benchmarker for discussion, then such directions and instructed matter shall be resolved in accordance with the Dispute Resolution Procedure. 5.5. Failure by a party to apply such processes or methodologiesgive notice under paragraph 5.3 shall be treated as approval of the draft plan by that party. 5.6. OtherwiseOnce the plan is approved by both parties, the Benchmarker shall be instructed to use its professional judgment as carry out the Benchmark Review in accordance with it. Each party shall, to the appropriate processes and methodologies extent it is not precluded from doing so by confidentiality obligations owed to be appliedthird parties, provide the information described in the plan, together with any additional information reasonably required by the Benchmarker. C. The Benchmarker shall execute an appropriately protective confidentiality agreement consistent with the terms of this Agreement that contains standard non-disclosure agreement protections, provided that Supplier shall have no obligation hereunder to (i) provide the Benchmarker any proprietary information or data relating to Supplier’s agreements with other customers or (ii) disclose to the Benchmarker Supplier’s cost of delivering the Services under this Agreement. D. The Benchmarker shall have no financial incentive in the outcome of its analysis5.7. The Benchmarker shall compare (using share with the parties, in an even-handed manner, all data from a representative sampling of contracts) the quality, resource utilization, and charges of the Aggregated Service(s) against the quality, resource utilization and charges of information technology service providers performing similar services relating to ensure that Gap is obtaining pricing and levels of service that are competitive with market prices and service levels, given the nature, volume, performance standards and type of Aggregated Service(s) provided by Supplier hereunder (“Benchmarking”). The prices established as a result of the Benchmarking shall be and the “Benchmark”Benchmarking Report to the extent that it is lawfully able to do so. 5.8. In making this comparisonconducting the Benchmark Review, the Benchmarker shall insure its comparison accounts apply correction factors to the information to take account of reasons for vendor financing and other factors including: (i) whether vendor transition-difference in charges are paid accordance with his professional judgement. Such normalisation information shall be available for approval by the customer as incurred or amortized over parties before the term production of the agreement; (ii) the extent to which vendor pricing includes the purchase of customer’s existing assets and on what basis; and (iii) the extent to which vendor pricing includes the cost of acquiring future assetsBenchmarking Report. 5.9. The Benchmarker shall identify such factors considered perform the Benchmark Review in a fully transparent and open manner, and shall promptly provide the Authority and the methodology used to account for such factors in its comparisonService Provider with full details of all data and methodologies employed at all stages of the Benchmark Review.

Benchmarking Process. A. Commencing *After the * anniversaries of the Reference Date, Gap may initiate a benchmark analysis of (1) *, (2) *, (3) *, and/or (4) * (individually each, and collectively all, referred to as “Aggregated Service(s)”). For purposes of this Section 8 (Benchmarking), *. The benchmark analysis of the Aggregated Services shall include an analysis of the individual IT components set forth in Table C-1.2(a) (Charges by Country Retained) within the applicable Functional Service Area(s). Supplier will provide, as reasonably requested by Gap in order to facilitate a meaningful and effective benchmark analysis, a detailed charge(s) breakdown of the Aggregated Services subject to the benchmark * 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. analysis into the elements of *. Additionally, as may be required to normalize the benchmark analysis, the fixed price component of the Annual Services Charge set forth in Table C-1.2(a) C-1 (Charges by Country RetainedAnnual Services Charge) shall be allocated on a prorated basis to each of the Aggregated Service(s). Such allocation will be accomplished by dividing the then current Contract Year Charges for the applicable Aggregated Service(s) subject to the benchmark analysis by the total Annual Services Charge for the then current Contract Year Charges for the applicable Aggregated Service(s) subject to the benchmark analysis by the total Annual Services Charge for the then __________________________ *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. current Contract Year to obtain the percentage of the fixed price Annual Services Charge to add to the Aggregated Service(s) in order to establish the then current total price for the Aggregated Service(s) subject to the benchmark analysis. Gap agrees not to duplicate a benchmarking for Aggregated Services within any * period. Gap will use Gartner Inc. for any such select and contract with an independent third party that routinely provides benchmarking as identified on Exhibit D.21 (Approved Benchmarkers) or such other company as otherwise mutually agreed to in writing by the Parties (the “Benchmarker”) to objectively perform such benchmarking. B. Each Party shall have the right to review the benchmarking procedures to be utilized by the Benchmarker. If and to the extent Gap and Supplier agree on specific directions, processes or methodologies to be provided to or applied by the Benchmarker, the Benchmarker shall be provided such directions and instructed to apply such processes or methodologies. Otherwise, the Benchmarker shall be instructed to use its professional judgment as to the appropriate processes and methodologies to be applied. C. The Benchmarker shall execute an appropriately protective confidentiality agreement consistent with the terms of this Agreement that contains standard non-disclosure agreement protections, provided that Supplier shall have no obligation hereunder to (i) provide the Benchmarker any proprietary information or data relating to Supplier’s agreements with other customers or (ii) disclose to the Benchmarker Supplier’s cost of delivering the Services under this Agreement. D. The Benchmarker shall have no financial incentive in the outcome of its analysis. The Benchmarker shall compare (using data from a representative sampling of contracts) the quality, resource utilization, and charges of the Aggregated Service(s) against the quality, resource utilization and charges of information technology service providers performing similar services to ensure that Gap is obtaining pricing and levels of service that are competitive with market prices and service levels, given the nature, volume, performance standards and type of Aggregated Service(s) provided by Supplier hereunder (“Benchmarking”). The prices established as a result of the Benchmarking shall be the “Benchmark”. In making this comparison, the Benchmarker shall insure its comparison accounts for vendor financing and other factors including: (i) whether vendor transition-in charges are paid by the customer as incurred or amortized over the term of the agreement; (ii) the extent to which vendor pricing includes the purchase of customer’s existing assets and on what basis; and (iii) the extent to which vendor pricing includes the cost of acquiring future assets. The Benchmarker shall identify such factors considered and the methodology used to account for such factors in its comparison. * 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.