Common use of Gap Retained Responsibilities Clause in Contracts

Gap Retained Responsibilities. In support of the Maintenance Services set forth in this Attachment A, except as otherwise agreed in the Agreement or this Statement of Work, Gap agrees: a. to notify Supplier whenever Gap wishes to add Covered Machine types to an existing Covered Location or set up new Covered Locations; b. to restrict use of any access codes Supplier provides to Gap so that such codes are used only by those who are authorized to do so; c. to timely provide Supplier with information Supplier reasonably requests but only to the extent necessary for Supplier to perform the Maintenance Services. Gap shall also notify Supplier of any changes to such information to the extent necessary for Supplier to perform its obligations under this Attachment A; d. to not use any electronic diagnostic and service delivery facilities provided by Supplier for purposes other than to support Covered Machines; e. to use the information obtained from Supplier in the course of Supplier performing the Maintenance Services only to support Gap’s information processing requirements within Gap’s enterprise; f. to designate a person called the Gap Project Manager who will be Gap’s focal point for communications with Supplier relative to the Maintenance Services and will either have the authority to act on Gap’s behalf in matters regarding the Maintenance Services or arrange for Supplier access to the Gap personnel with such authority. Gap’s Project Manager will coordinate and arrange for Supplier to be given access to Gap personnel, data, and information that is reasonably required by Supplier to fulfill Supplier’s responsibilities under this Attachment A. In executing this responsibility the Gap Project Manager will interface with the Supplier Customer Service Manager. Gap will provide Supplier with reasonable advance notice of a change in the Gap Project Manager; g. to promptly review and consider problem determination, problem analysis, and Service Request procedures and changes thereto proposed by Supplier to facilitate the performance of the Services; h. Prior to Supplier performing the Maintenance Services, Gap will secure funds and appropriate data contained in a Covered Machine. If Gap fails to do so, Supplier shall nevertheless perform the Services but shall not be responsible for the consequences related to Gap’s failure to secure programs, data, and funds contained in a Covered Machine; i. to use commercially reasonable efforts to increase efficiencies in Gap’s environment to the extent such efficiencies do not create other costs for Gap or otherwise have a material adverse impact on Gap; Exhibit A.3.a – European Stores Maintenance Services SOW Gap Confidential and Proprietary Information j. to designate initial Covered Locations to be covered by Maintenance Services and any new or relocated Covered Locations. Provide Supplier * advance notice of any changes in Covered Locations;

Gap Retained Responsibilities. In support of the Maintenance Services set forth in this Attachment A, except as otherwise agreed in the Agreement or this Statement of Work, Gap agrees: a. to notify Supplier whenever Gap wishes to add Covered Machine types to an existing Covered Location or set up new Covered Locations; b. to restrict use of any access codes Supplier provides to Gap so that such codes are used only by those who are authorized to do so; c. to timely provide Supplier with information Supplier reasonably requests but only to the extent necessary for Supplier to perform the Maintenance Services. Gap shall also notify Supplier of any changes to such information to the extent necessary for Supplier to perform its obligations under this Attachment A; d. to not use any electronic diagnostic and service delivery facilities provided by Supplier for purposes other than to support Covered Machines; e. to use the information obtained from Supplier in the course of Supplier performing the Maintenance Services only to support Gap’s information processing requirements within Gap’s enterprise; f. to a) To designate a person called the Gap Project Manager who will be Gap’s focal point for communications with Supplier relative to the Maintenance IMAC Services and will either have the authority to act on Gap’s behalf in matters regarding the Maintenance IMAC Services or arrange for Supplier access to the Gap personnel with such authority. Gap’s The Gap Project Manager will coordinate and arrange for Supplier to be given access to Gap personnel, data, and information that is reasonably required by Supplier to fulfill Supplier’s responsibilities under this Attachment A. D. In executing this responsibility the Gap Project Manager will interface with the Supplier Customer Service Project Manager. The Gap will Project Manager shall notify Supplier in writing if he or she delegates his or her responsibility. b) To timely provide Supplier with reasonable advance notice information Supplier reasonably requests but only to the extent necessary for Supplier to perform the IMAC Services. Gap shall also notify Supplier of a change in any changes to such information to the Gap Project Manager;extent necessary for Supplier to perform it obligations under this Attachment B. g. c) To schedule project status meetings when mutually agreed such meetings are necessary. d) To be reasonably available to promptly review and consider problem determinationanswer questions from the Supplier Integration, problem analysisRedistribution, and Service Request procedures and changes thereto proposed by Supplier Technical Support teams to facilitate support the performance completion of the IMAC Services; h. Prior e) To submit Work Orders in accordance with Addendum 1 to Supplier performing the Maintenance Services, Gap will secure funds and appropriate data contained in a Covered Machine. If Gap fails to do so, Supplier shall nevertheless perform the Services but shall not be responsible for the consequences related to Gap’s failure to secure programs, data, and funds contained in a Covered Machine; i. to use Attachment C. Use commercially reasonable efforts to increase efficiencies in Gap’s environment notify Supplier of upcoming work activity, via a Work Order, at least * prior to a scheduled activity date. f) Use commercial efforts to submit Emergency Work Orders to the extent such efficiencies do Supplier Project Office no later than *. For the avoidance of doubt, Emergency Work Orders not create other costs received by * will be fulfilled on the following business day unless Gap authorizes additional resources to be applied to fulfill the order for Gap or otherwise have a material adverse impact delivery on Gap; the same day. g) To submit Emergency Work Orders for Pick and Pack Items to the Supplier Project Office no later than * for items at the Supplier Integration Center . For the avoidance of __________________________ *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 A.3.a – European Stores Maintenance Services SOW A.3.1 Gap Confidential and Proprietary Information j. to designate initial Covered Locations Second Amended Master Services Agreement doubt, Emergency Work Orders not received by * will be fulfilled on the following business day unless Gap authorizes additional resources to be covered by Maintenance Services and any new or relocated Covered Locations. Provide Supplier * advance notice of any changes in Covered Locations;applied to fulfill the order for delivery on the same day.

Gap Retained Responsibilities. In support of the Maintenance Services set forth in this Attachment A, except as otherwise agreed in the Agreement or this Statement of Work, Gap agrees:: __________________________ *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 A.3.1 Gap Confidential and Proprietary Information Second Amended Master Services Agreement a. to notify Supplier whenever Gap wishes to add Covered Machine types to an existing Covered Location or set up new Covered Locations; b. to participate in the Technical Call Screening Process for identified Covered Machines. Gap acknowledges that such participation will require reasonable participation of store personnel; c. to strive to achieve the call distribution targets of (T2) Critical - *%, (T4) Urgent – *%, (T9) Next Business Day *% and CRU – *%; d. where determined by Gap that a Customer Replaceable Unit can reasonably be used to repair a Covered Machine, Gap Store personnel will receive and install; e. to restrict use of any access codes Supplier provides to Gap so that such codes are used only by those who are authorized to do so; c. f. to timely provide Supplier with information Supplier reasonably requests but only to the extent necessary for Supplier to perform the Maintenance Services. Gap shall also notify Supplier of any changes to such information to the extent necessary for Supplier to perform its obligations under this Attachment A; d. g. to not use any electronic diagnostic and service delivery facilities provided by Supplier for purposes other than to support Covered Machines; e. h. to use the information obtained from Supplier in the course of Supplier performing the Maintenance Services only to support Gap’s information processing requirements within Gap’s enterprise; f. i. to designate a person called the Gap Project Manager who will be Gap’s focal point for communications with Supplier relative to the Maintenance Services and will either have the authority to act on Gap’s behalf in matters regarding the Maintenance Services or arrange for Supplier access to the Gap personnel with such authority. Gap’s Project Manager will coordinate and arrange for Supplier to be given access to Gap personnel, data, and information that is reasonably required by Supplier to fulfill Supplier’s responsibilities under this Attachment A. In executing this responsibility the Gap Project Manager will interface with the Supplier Customer Service Manager. Gap will provide Supplier with reasonable advance notice of a change in the Gap Project Manager; g. j. to promptly review and consider problem determination, problem analysis, and Service Request procedures and changes thereto proposed by Supplier to facilitate the performance of the Services; h. k. Prior to Supplier performing the Maintenance Services, Gap will secure funds and appropriate data contained in a Covered Machine. If Gap fails to do so, Supplier shall nevertheless perform the Services but shall not be responsible for the consequences __________________________ *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 A.3.1 Gap Confidential and Proprietary Information Second Amended Master Services Agreement related to Gap’s failure to secure programs, data, and funds contained in a Covered Machine; i. l. to use commercially reasonable efforts to increase efficiencies in Gap’s environment to the extent such efficiencies do not create other costs for Gap or otherwise have a material adverse impact on Gap; Exhibit A.3.a – European Stores Maintenance Services SOW Gap Confidential and Proprietary Information j. ; m. to place Service calls *; n. to designate initial Covered Locations to be covered by Maintenance Services and any new or relocated Covered Locations. Provide Where possible provide Supplier * thirty (30) days advance notice of any changes in Covered Locations; o. to designate Critical Service Levels; p. to have Gap staff available when Supplier arrives to provide requested support or schedules a Maintenance Services visit. Gap users, perform initial Problem determination, place Service Requests as necessary to Supplier, and indicate the Priority Response Level on the Service Request; q. to provide appropriate backup media of Software when Gap desires CSR to reload or reconfigure Software on Covered Machines after the repair of a malfunctioning Covered Machine; r. to promptly verify the successful completion of an On-site Break/Fix Service; and s. to promptly work with Supplier to determine the root cause when a repair part does not function in Gap’s operating environment, diligently and promptly work to certify a replacement part that does work, promptly work with Supplier to determine whether there is a reasonable workaround, and work with Supplier to implement such work around if appropriate.

Gap Retained Responsibilities. In support of the Maintenance Services set forth in this Attachment A, except as otherwise agreed in the Agreement or this Statement of Work, Gap agrees: a. to notify Supplier whenever Gap wishes to add Covered Machine types to an existing Covered Location or set up new Covered Locations; b. to restrict use of any access codes Supplier provides to Gap so that such codes are used only by those who are authorized to do so; c. to timely provide Supplier with information Supplier reasonably requests but only to the extent necessary for Supplier to perform the Maintenance Services. Gap shall also notify Supplier of any changes to such information to the extent necessary for Supplier to perform its obligations under this Attachment A; d. to not use any electronic diagnostic and service delivery facilities provided by Supplier for purposes other than to support Covered Machines; e. to use the information obtained from Supplier in the course of Supplier performing the Maintenance Services only to support Gap’s information processing requirements within Gap’s enterprise; f. to a) To designate a person called the Gap Project Manager who will be Gap’s focal point for communications with Supplier relative to the Maintenance IMAC Services and will either have the authority to act on Gap’s behalf in matters regarding the Maintenance IMAC Services or arrange for Supplier access to the Gap personnel with such authority. Gap’s The Gap Project Manager will coordinate and arrange for Supplier to be given access to Gap personnel, data, and information that is reasonably required by Supplier to fulfill Supplier’s responsibilities under this Attachment A. D. In executing this responsibility the Gap Project Manager will interface with the Supplier Customer Service Project Manager. The Gap will Project Manager shall notify Supplier in writing if he or she delegates his or her responsibility. b) To timely provide Supplier with information Supplier reasonably requests but only to the extent necessary for Supplier to perform the IMAC Services. Gap shall also notify Supplier of any changes to such information to the extent necessary for Supplier to perform it obligations under this Attachment D. c) To schedule project status meetings when mutually agreed such meetings are necessary. d) To be reasonably available to answer questions from the Supplier Integration, Redistribution, and Technical Support teams to support the completion of the IMAC Services e) To submit Work Orders in accordance with Addendum 1 to Attachment D. Use commercially reasonable advance notice efforts to notify Supplier of upcoming work activity, via a change in Work Order, at least * prior to a scheduled activity date. f) Use commercial efforts to submit Emergency Work Orders for registers to the Supplier Project Office no later than *. For the avoidance of doubt, Emergency Work Orders not received by * will be fulfilled on the following business day unless Gap authorizes additional resources to be applied to fulfill the order for delivery on the same day. g) To submit Emergency Work Orders for Pick and Pack Items to the Supplier Project Office no later than * for items at the Supplier Integration Center or Supplier CSC. For the avoidance of doubt, Emergency Work Orders not received by * will be fulfilled on the following business day unless Gap authorizes additional resources to be applied to fulfill the order for delivery on the same day. h) To submit Emergency Work Orders for * and * to the Supplier Project Office no later than *. For the avoidance of doubt, Emergency Work Orders not received by * will be fulfilled on the following business day unless Gap authorizes additional resources to be applied to fulfill the order for delivery on the same day. i) To notify store personnel of the scope, date, and time of up-coming work to be performed by Supplier and to confirm that the store manager on duty will be present to open the door for the Supplier CSR. j) To schedule a Supplier CSR via * for printer swap installations following a failure of the printer that is to be replaced. k) To make a Gap Store Technologies analyst available on designated install days to provide software support to Supplier. * 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. l) To provide Gap specific written instructions/procedures to the Supplier Project Manager; g. . The Parties acknowledge and agree that such directions, instructions and checklists may not be comprehensive or complete and that Supplier may be required to promptly review and consider problem determination, problem analysis, and Service Request perform additional steps as needed to perform the IMAC Services that are logical and/or reasonable to perform the IMAC Services. These written instructions/procedures and changes thereto proposed by Supplier to facilitate the performance reflect Gap policies as of the Services; h. Prior to Supplier performing Reference Date of the Maintenance ServicesAgreement. The Parties specifically acknowledge and agree that such policies may change during the Term. Accordingly, Gap will secure funds and appropriate data contained in a Covered Machine. If Gap fails may make reasonable changes to do sosuch Attachments, Supplier shall nevertheless perform the Services but with Supplier’s consent, which shall not be responsible for the consequences related unreasonably withheld or delayed. Such changes shall be effective * after delivery of a copy thereof to Gap’s failure to secure programsSupplier; however, data, and funds contained in a Covered Machine; i. Supplier agrees to use commercially reasonable efforts to increase efficiencies implement such changes within *. m) To review and update installation instructions and provide such instructions to the Supplier Project Manager. n) To use commercially reasonable efforts to ensure that consigned parts and Store Equipment meet established product Safety requirements of the market (i.e., UL, CSA, TUV). o) To submit a written work order to the Supplier Project Office requesting immediate receipt of equipment into available inventory for use on pending orders. Authorize additional Supplier Integration Center resources, if needed, to complete the immediate receipt of equipment to fulfill pending Work Orders. p) To use commercially reasonable efforts to provide a minimum of * advanced notice to the Supplier Project Manager to schedule Technical Support Services (Help Desk) personnel. q) To provide Supplier adequate space and desktop computer equipment for the Supplier Technical Support staff who will be located at Gap facilities. r) To provide training to Supplier personnel regarding use of the Gap Service Center application. Provide Supplier personnel access to such application for data entry of serial numbers and call logging from Gap store installations on the designated install day. s) To provide in Gap’s environment a timely manner Technical Support Staff security clearance and reasonable access to Gap facilities other than stores, but only to the extent necessary to perform the IMAC Services. Also, provide CSR’s reasonable access to stores. Other Supplier Personnel will be provided access in accordance with Gap’s generally applicable visitor policies and such efficiencies do not create other costs access by Supplier will be in accordance with the provisions of the Agreement t) To supply a floor plan to Supplier depicting final placement of registers at each store for new and relocating store Work Orders. u) To use commercially reasonable efforts to prepare sites for installation prior to the scheduled install date. v) To provide a store manager or designated Gap or otherwise have a material adverse impact on Gap; Exhibit A.3.a – European Stores Maintenance Services SOW Gap Confidential and Proprietary Information j. to designate initial Covered Locations representative to be covered by Maintenance Services and any new or relocated Covered Locations. Provide Supplier * advance notice on-site at each Gap location during the performance of any changes scheduled Work Order. w) To designate an area at each store for disposal of packing material. * 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. x) To provide the Supplier TSS with an OEM support phone number and/or Gap technical support contact to provide assistance with OEM Problem determination. y) In the case of a temporary store Work Order, to disconnect and move Covered Machines from one store to another prior to the scheduled Supplier installation services. If Gap requires that Supplier disconnect the Covered Machines in Covered Locations;the existing store, Gap will specify this in the Work Order. During the Term, Supplier will perform and provide Warehouse Services specified herein in support of the IMAC Services provided by Supplier. Capitalized terms used but not defined in this Attachment E will have the meanings given them in the Agreement or this Statement of Work (including its Attachments).

Gap Retained Responsibilities. In support (a) Gap will provide general training, as reasonably requested by Supplier, on Gap’s custom Applications to Supplier’s Tier 2 and Tier 3 Support personnel. (b) Gap shall provide * access to Gap personnel authorized to Approve Changes to the Gap IT Environment. (c) For purposes of Disaster Recovery Activities, Gap shall be responsible for declaration of Disasters with respect to Gap facilities. (d) Gap shall provide the Maintenance Services Help Desk with a continuously updated list of other Help Desks and/or “on call” personnel who are responsible for * and *, available * to receive and appropriately respond to notice of problems, including contact phone numbers, for Gap retained responsibilities. (e) Gap will provide written notification to Supplier as Gap Policies and Procedures are revised or updated. (f) Gap retains *. * 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. (g) Gap will manage and maintain the Disaster Recovery plans of Gap, as they exist on the Initiation Date, as may be modified, amended or updated as set forth in this Attachment A, except as otherwise agreed in the Agreement or this Statement of Work, (“Gap’s Disaster Recovery Plans”). (h) Gap agrees: a. will maintain and update Gap’s Disaster Recovery Plans throughout the Term. Such updates may include Changes required due to notify Supplier whenever Gap wishes to add Covered Machine types to an existing Covered Location or set up new Covered Locations; b. to restrict the introduction and use of any access codes Supplier provides to new technologies (e.g., Equipment and Software), Resource Units, processes, business functions, locations, and priorities. (i) Gap so that such codes are used only by those who are authorized to do so; c. to timely provide Supplier with information Supplier reasonably requests but only will integrate the Disaster Recovery plans related to the extent necessary for Supplier to perform the Maintenance Services. Gap shall also notify Supplier of any changes to such information to the extent necessary for Supplier to perform its obligations under this Attachment A; d. to not use any electronic diagnostic and service delivery facilities provided by Supplier for purposes other than to support Covered Machines; e. to use the information obtained from Supplier in the course of Supplier performing the Maintenance Services only to support with Gap’s information processing requirements within business continuity plans in accordance with Section 5 (Change Management). (j) Gap will document the manner and procedures by which Supplier shall perform backups and provide Disaster Recovery Services. (k) Gap will document Gap’s enterprise;priorities for Disaster Recovery backups and communicate same to Supplier. f. to (l) Gap will designate a person called the Gap Project Manager who (“Point of Contact”) to whom Supplier communications will be Gap’s focal point for communications with Supplier relative to the Maintenance Services addressed and will either have who has the authority to act on Gapfor Gap in all aspects of Section 3 (Disaster Recovery Services). The Point of Contact’s behalf responsibilities are: (1) Ownership of the Change Management and Disaster Recover process refinements. (2) Serve as the interface between Supplier and all Gap departments, organizations and sites participating in matters regarding Section 3 (Disaster Recovery Services). (3) Provide the Maintenance Services or arrange for Supplier access Project Manager with information as reasonably requested related to the Gap personnel with such authority. Gap’s Project Manager will coordinate and arrange for Supplier to be given access to Gap personnel, data, and information that is reasonably required by Supplier to fulfill Supplier’s responsibilities under this Attachment A. In executing this responsibility development of the Gap Project Manager will interface project plan. (4) Work with the Supplier Customer Service Manager. Gap will provide Supplier with reasonable advance notice of a change in the Gap Project Manager;Manager to administer project Change Control. g. to promptly review and consider problem determination, problem analysis, and Service Request procedures and changes thereto proposed by Supplier to facilitate the performance of the Services;(5) Attend meetings as needed. h. Prior to Supplier performing the Maintenance Services, Gap will secure funds and appropriate data contained in a Covered Machine. If Gap fails to do so, Supplier shall nevertheless perform the Services but shall not be responsible for the consequences related to Gap’s failure to secure programs, data, and funds contained in a Covered Machine; i. to use (6) Use commercially reasonable efforts to increase efficiencies in Gapobtain and provide information, data, decisions and approvals, within * of Supplier’s environment reasonable request, unless both Supplier and Gap have agreed to a different response time. (7) Help resolve project issues and escalate issues within the Gap organization, as necessary. * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the extent such efficiencies do omitted portions. (m) Gap will provide a Gap focal point to Supplier for notification of system outages on * and *. * 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. This document contains confidential and proprietary information of The Gap, Inc. and IBM. Except with the express prior written permission of The Gap, Inc. and IBM, this document and the information contained herein may not create be published, disclosed, or used for any other costs for Gap or otherwise have a material adverse impact on purpose. Exhibit A.3.1 Gap; Exhibit A.3.a – European Stores Maintenance Services SOW Gap /IBM Confidential and Proprietary Information j. Information I. Introduction 1 II. Operating Principles and Objectives 3 III. Changes of exhibits and additions, modifications or deletions to designate initial Covered Locations to be covered by store equipment 4 IV. Maintenance Services 4 V. imac services 5 VI. Warehouse Services 5 VII. Cabling Services 5 VIII. Gap Responsibilities 5 Attachment A: Maintenance Services (Canada, United States and any new or relocated Covered Locations. Provide Supplier * advance notice of any changes in Covered Locations;Puerto Rico) 7 Attachment B: Intentionally Left Blank 39 Attachment C: Intentionally Left Blank 40 Attachment D: IMAC Services - Store Installs, Moves, Adds, and Changes (United States, Canada and Puerto Rico) 41 Attachment E: Warehouse Services (United States, Canada and Puerto Rico) 50 Exhibit A.3.1 Gap/IBM Confidential and Proprietary Information

Gap Retained Responsibilities. In support of the Maintenance Services set forth in this Attachment A, except as otherwise agreed in the Agreement or this Statement of Work, Gap agrees: a. to notify Supplier whenever Gap wishes to add Covered Machine types to an existing Covered Location or set up new Covered Locations; b. once the * Process for at least * percent (*%) of Service Requests. Gap acknowledges that such participation will require reasonable participation of store personnel; c. to strive to achieve the call distribution targets of (T2) Critical —*%, (T4) Urgent—*%, (T9) Next Business Day *% and CRU – *%; d. where determined by Gap that a Customer Replaceable Unit can reasonably be used to repair a Covered Machine, Gap Store personnel will receive, install and if required, return the CRU as specified in Section 1.2 of this Attachment A; e. to restrict use of any access codes Supplier provides to Gap so that such codes are used only by those who are authorized to do so; c. f. to timely provide Supplier with information Supplier reasonably requests but only to the extent necessary for Supplier to perform the Maintenance Services. Gap shall also notify Supplier of any changes to such information to the extent necessary for Supplier to perform its obligations under this Attachment A; d. g. to not use any electronic diagnostic and service delivery facilities provided by Supplier for purposes other than to support Covered Machines; e. h. to use the information obtained from Supplier in the course of Supplier performing the Maintenance Services only to support Gap’s information processing requirements within Gap’s enterprise; f. i. to designate a person called the Gap Project Manager who will be Gap’s focal point for communications with Supplier relative to the Maintenance Services and will either have the authority to act on Gap’s behalf in matters regarding the Maintenance Services or arrange for Supplier access to the Gap personnel with such authority. Gap’s Project Manager will coordinate and arrange for Supplier to be given access to Gap personnel, data, and information that is reasonably required by Supplier to fulfill Supplier’s responsibilities under this Attachment A. In executing this responsibility the Gap Project Manager will interface with the Supplier Customer Service Manager. Gap will provide Supplier with reasonable advance notice of a change in the Gap Project Manager; g. j. to promptly review and consider problem determination, problem analysis, and Service Request procedures and changes thereto proposed by Supplier to facilitate the performance of the Services;; * 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. h. k. Prior to Supplier performing the Maintenance Services, Gap will secure funds and appropriate data contained in a Covered Machine. If Gap fails to do so, Supplier shall nevertheless perform the Services but shall not be responsible for the consequences related to Gap’s failure to secure programs, data, and funds contained in a Covered Machine; i. l. to use commercially reasonable efforts to increase efficiencies in Gap’s environment to the extent such efficiencies do not create other costs for Gap or otherwise have a material adverse impact on Gap; Exhibit A.3.a – European Stores Maintenance Services SOW Gap Confidential and Proprietary Information j. ; m. to place Service calls *; n. to designate initial Covered Locations to be covered by Maintenance Services and any new or relocated Covered Locations. Provide Supplier * thirty (30) days advance notice of any changes in Covered Locations; o. to designate Critical Service Levels; p. to have Gap staff available when Supplier arrives to provide requested support or schedules a Maintenance Services visit. Gap users, perform initial Problem determination, place Service Requests as necessary to Supplier, and indicate the Priority Response Level on the Service Request; q. to provide appropriate backup media of Software when Gap desires CSR to reload or reconfigure Software on Covered Machines after the repair of a malfunctioning Covered Machine; r. to promptly verify the successful completion of an On-site Break/Fix Service; and s. to promptly work with Supplier to determine the root cause when a repair part does not function in Gap’s operating environment, diligently and promptly work to certify a replacement part that does work, promptly work with Supplier to determine whether there is a reasonable workaround, and work with Supplier to implement such work around if appropriate.