Common use of Gap Retained Responsibilities Clause in Contracts

Gap Retained Responsibilities. In support of the Warehouse Services set forth in this Attachment C, Gap agrees: i. To test new Software updates prior to delivery to the Supplier Integration Center for installations. Gap shall not send updates that in Gap’s reasonable judgment have not been successfully tested by Gap. ii. To use commercially reasonable efforts to deliver new and/or updated Software to the Supplier Integration Center * prior to the first requested onsite date. This includes a backup hard copy if the new or updated Software is delivered via *. iii. To designate which parts are serialized and which are not serialized. iv. To designate which used units of Store Equipment are to be refurbished and which are not to be refurbished and to monitor the refurbished inventory so that Supplier can be notified when more items need to be refurbished. v. To supply to Supplier a *, certain controllers, *, monitors and keyboards, cradles, Access Point units and cables, but only to the __________________________ *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 extent required for Supplier to complete Gap-specific testing and/or Gap-supplied code load methods. Supplier shall only use such equipment for Gap’s benefit pursuant to the requirements of this Attachment C. vi. To provide Gap-specific written instructions and procedures regarding the staging and integration of the registers at least * prior to the first scheduled installation date. vii. To use commercially reasonable efforts to provide inventory to the Supplier Integration Center or Supplier CSC to meet service delivery requirements; and to provide written notification to the Supplier Project Manager at least * prior to the scheduled arrival date for Store Equipment not purchased from Supplier, including quantities and projected arrival date at the Supplier Integration Center or Supplier CSC. viii. To use commercially reasonable efforts to provide asset tags to the Supplier Integration Center to meet service delivery requirement. ix. To provide a manifest or xxxx of lading to the Supplier Integration Center for Store Equipment not purchased from Supplier showing Gap as the customer, description, and quantities in shipment for inbound OEM and consigned supplies that are shipped from a Third Party Vendor. Shipments not identified as Gap’s are subject to be returned to the sender due to lack of proper identification. x. To use commercially reasonable efforts to promptly resolve shipping discrepancies for Store Equipment not purchased from Supplier after notification by Supplier. xi. To provide written direction to the Supplier Project Manager for the disposal or return of Store Equipment that is not reasonably repairable at the Supplier Integration Center within * of notification from Supplier. xii. To provide written direction to Supplier within * of Supplier’s notification for any Store Equipment not included in the current Gap Inventory Report that has been received by an Supplier Integration Center to either 1) add such Store Equipment to the Gap Inventory Report and create a part number or 2) initiate a return of this Store Equipment to a Gap- identified vendor or store. __________________________ *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 xiii. To maintain adequate inventory at the Supplier Integration Center or Supplier CSC to meet emergency shipping needs. xiv. To schedule up to * customer visits to the Supplier Integration Center or Supplier CSC during each year of the Term. xv. To provide * notice to the Supplier Project Manager to schedule surprise or partial inventory visits. xvi. To provide * notice to the Supplier Project Manager to schedule a full inventory audit. xvii. To arrange for and schedule Gap resources to participate in Supplier Integration Center visit. xviii. To provide Gap store profile data and IP addresses required for Work Orders for configuration of * 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. Exhibit A.3.1 Gap Confidential and Proprietary Information Second Amended Master Services Agreement Each Event Services Work Order shall contain the following information: 1. Order number

Gap Retained Responsibilities. In support of the Warehouse Services set forth in this Attachment CE, Gap agrees: i. (a) To test new Software updates prior to delivery to the Supplier Integration Center for installations. Gap shall not send updates that in Gap’s reasonable judgment have not been successfully tested by Gap. ii. (b) To use commercially reasonable efforts to deliver new and/or updated Software to the Supplier Integration Center * prior to the first requested onsite date. This includes a backup hard copy if the new or updated Software is delivered via *. iii. To designate which parts are serialized and which are not serialized. iv. To designate which used units of Store Equipment are to be refurbished and which are not to be refurbished and to monitor the refurbished inventory so that Supplier can be notified when more items need to be refurbished. v. To supply to Supplier a *, certain controllers, *, monitors and keyboards, cradles, Access Point units and cables, but only to the __________________________ *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 A.3.a – European Stores Maintenance Services SOW Gap Confidential and Proprietary Information Second Amended Master Services Agreement Page 42 onsite date. This includes a backup hard copy if the new or updated Software is delivered via *. (c) To designate which parts are serialized and which are not serialized. (d) To designate which used units of Store Equipment are to be refurbished and which are not to be refurbished and to monitor the refurbished inventory so that Supplier can be notified when more items need to be refurbished. (e) To supply to Supplier a Register, certain controllers, *, monitors and keyboards, cradles, Access Point units and cables, but only to the extent required for Supplier to complete Gap-specific testing and/or Gap-supplied code load methods. Supplier shall only use such equipment for Gap’s benefit pursuant to the requirements of this Attachment C.E. vi. (f) To provide Gap-Gap specific written instructions and procedures regarding the staging and integration of the registers at least * prior to the first scheduled installation date. vii. (g) To use commercially reasonable efforts to provide inventory to the Supplier Integration Center or Supplier CSC to meet service delivery requirements; and to provide written notification to the Supplier Project Manager at least * prior to the scheduled arrival date for Store Equipment not purchased from Supplier, including quantities and projected arrival date at the Supplier Integration Center or Supplier CSCCenter. viii. (h) To use commercially reasonable efforts to provide asset tags to the Supplier Integration Center to meet service delivery requirement. ix. (i) To provide a manifest or xxxx of lading to the Supplier Integration Center for Store Equipment not purchased from Supplier showing Gap as the customer, description, and quantities in shipment for inbound OEM and consigned supplies that are shipped from a Third Party Vendor. Shipments not identified as Gap’s are subject to be returned to the sender due to lack of proper identification. x. (j) To use commercially reasonable efforts to promptly resolve shipping discrepancies for Store Equipment not purchased from Supplier after notification by Supplier. xi. (k) To provide written direction to the Supplier Project Manager for the disposal or return of Store Equipment that is not reasonably repairable at the Supplier Integration Center within * of notification from 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. Exhibit A.3.a – European Stores Maintenance Services SOW Gap Confidential and Proprietary Information xii. (l) To provide written direction to Supplier within * of Supplier’s notification for any Store Equipment not included in the current Gap Inventory Report that has been received by an Supplier Integration Center to either 1) add such Store Equipment to the Gap Inventory Report and create a part number or 2) initiate a return of this Store Equipment to a Gap- Gap-identified vendor or store. __________________________ *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. xiii. (m) To maintain adequate inventory at the Supplier Integration Center or Supplier CSC to meet emergency shipping needs. xiv. (n) To schedule up to * customer visits to the Supplier Integration Center or Supplier CSC during each year of the Term. xv. (o) To provide * notice to the Supplier Project Manager to schedule surprise or partial inventory visits. xvi. (p) To provide * notice to the Supplier Project Manager to schedule a full inventory audit. xvii. (q) To arrange for and schedule Gap resources to participate in Supplier Integration Center visitvisits. xviii. (r) To provide Gap store profile data and IP addresses required for Work Orders for configuration of * 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. Exhibit A.3.1 A.3.a – European Stores Maintenance Services SOW Gap Confidential and Proprietary Information Second Amended Master Services Agreement Each Event Services Work Order shall contain the following information: 1. Order number

Gap Retained Responsibilities. In support of the Warehouse Services set forth in this Attachment CE, Gap agrees: i. (a) To test new Software updates prior to delivery to the Supplier Integration Center for installations. Gap shall not send updates that in Gap’s reasonable judgment have not been successfully tested by Gap. ii. (b) To use commercially reasonable efforts to deliver new and/or updated Software to the Supplier Integration Center * prior to the first requested onsite date. This includes a backup hard copy if the new or updated Software is delivered via *. iii. (c) To designate which parts are serialized and which are not serialized. iv. (d) To designate which used units of Store Equipment are to be refurbished and which are not to be refurbished and to monitor the refurbished inventory so that Supplier can be notified when more items need to be refurbished. v. (e) To supply to Supplier a *, certain controllers, *, monitors and keyboards, cradles, Access Point units and cables, but only to the __________________________ *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 extent required for Supplier to complete Gap-specific testing and/or Gap-supplied code load methods. Supplier shall only use such equipment for Gap’s benefit pursuant to the requirements of this Attachment C.E. vi. (f) To provide Gap-Gap specific written instructions and procedures regarding the staging and integration of the registers at least * prior to the first scheduled installation date. * 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. vii. (g) To use commercially reasonable efforts to provide inventory to the Supplier Integration Center or Supplier CSC to meet service delivery requirements; and to provide written notification to the Supplier Project Manager at least * prior to the scheduled arrival date for Store Equipment not purchased from Supplier, including quantities and projected arrival date at the Supplier Integration Center or Supplier CSC. viii. (h) To use commercially reasonable efforts to provide asset tags to the Supplier Integration Center to meet service delivery requirement. ix. (i) To provide a manifest or xxxx of lading to the Supplier Integration Center for Store Equipment not purchased from Supplier showing Gap as the customer, description, and quantities in shipment for inbound OEM and consigned supplies that are shipped from a Third Party Vendor. Shipments not identified as Gap’s are subject to be returned to the sender due to lack of proper identification. x. (j) To use commercially reasonable efforts to promptly resolve shipping discrepancies for Store Equipment not purchased from Supplier after notification by Supplier. xi. (k) To provide written direction to the Supplier Project Manager for the disposal or return of Store Equipment that is not reasonably repairable at the Supplier Integration Center within * of notification from Supplier. xii. (l) To provide written direction to Supplier within * of Supplier’s notification for any Store Equipment not included in the current Gap Inventory Report that has been received by an Supplier Integration Center to either 1) add such Store Equipment to the Gap Inventory Report and create a part number or 2) initiate a return of this Store Equipment to a Gap- identified vendor or store. (m) To purchase and maintain up to * at the Supplier Integration Center or Supplier CSC to meet emergency shipping needs. (n) To schedule up to * (*) customer visits to the Supplier Integration Center or Supplier CSC during each year of the Term. (o) To provide * notice to the Supplier Project Manager to schedule surprise or partial inventory visits. (p) To provide * notice to the Supplier Project Manager to schedule a full inventory audit. (q) To arrange for and schedule Gap resources to participate in Supplier Integration Center or Supplier CSC visits. __________________________ * 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. (r) To provide Gap store profile data and IP addresses required for Work Orders for configuration of * 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. Exhibit A.3.1 Gap Confidential Each Event Services Work Order shall contain the following information: 1. Order number 2. Store Number or RCN 3. Shipping Address and Proprietary Information Second Amended Master Services Agreementphone number xiii4. To maintain adequate inventory at the Supplier Integration Center or Supplier CSC to meet emergency shipping needs.Division (when applicable) xiv5. To schedule up to * customer visits Event Service requested (e.g., new store installation) 6. Number of Registers (when applicable) 7. Exceptions to the standard equipment template for new or relocating store orders or special 8. instructions (when applicable) 9. Order revision number and description of changes (when applicable) 10. Type of * and * (when applicable) 11. Scheduled installation date 12. Equipment Pack/Pick- up date (when applicable) 13. Number of Boxes and Box delivery date (when applicable) A Work Order may be sent electronically by the Gap project manager or his or her designees -provided the Gap project manager has communicated to Supplier Integration Center the delegation of authority to his or Supplier CSC during each year her designee prior to or simultaneously with Supplier’s receipt of the Term. xvWork Order. To provide * notice to Similarly, the Supplier Project Manager to schedule surprise or partial inventory visits. xvimay accept the Work Order electronically. To provide * notice to the Supplier Project Manager to schedule a full inventory audit. xvii. To arrange for and schedule Gap resources to participate in Supplier Integration Center visit. xviii. To provide Gap store profile data and IP addresses required for Work Orders for configuration of * 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 Supplier. Except with the express prior written permission of The Gap, Inc. and Supplier, this document and the information contained herein may not be published, disclosed, or used for any other purpose. Exhibit A.3.1 Gap A.3.2 Gap/Supplier Confidential and Proprietary Information Second Amended Master Services Agreement Each Event Services Work Order shall contain the following information: 1I. GENERAL 2 II. Order numberNA STORES HELP DESK SERVICES 4 III. NA STORES HELP DESK SERVICE DELIVERY MANAGEMENT & TECHNICAL EXPERTISE 5 IV. NA STORES HELP DESK SERVICES 5 V. INCIDENT MANAGEMENT 12 VI. COMMUNICATION & REPORTING 14 VII. BUSINESS CONTINUITY PLANNING AND SERVICES 14 VIII. GAP RESPONSIBILITIES 14 IX. SUPPLIER RESPONSIBILITIES 16 10.2 INTERFACES TO GAP’S PROBLEM MANAGEMENT SYSTEM 16 APPENDIX B-1 CONTRACT AND SERVICE DELIVERY MANAGEMENT 17 APPENDIX B-2 INTENTIONALLY LEFT BLANK 17 APPENDIX B-3 MINIMUM NA STORES HELP DESK SYSTEM REQUIREMENTS 18 APPENDIX X-0 XXXXXXXX XXXXX XXXXXX 00 XXXXXXXX X-0 TICKET LOGGING REQUIREMENTS 23 APPENDIX B-6 PRICE TICKET HANDLING 24 APPENDIX B-7 TRAINING REQUIREMENTS 25 APPENDIX B-8 SERVICE DELIVERY CHANGE MANAGEMENT PROCEDURES 26 Exhibit A.3.2 Gap/Supplier Confidential and Proprietary Information