Common use of New Services Clause in Contracts

New Services. A. New Services Proposal If Gap requests that Supplier perform any New Services that Supplier is reasonable capable of providing and willing to bid on, Supplier shall promptly prepare a New Services proposal for Gap’s consideration. Supplier shall prepare New Services proposals at no additional charge to Gap and shall deliver such proposal to Gap within a timeframe that is reasonable based on the nature and scope of the proposed New Services and, in event the proposed New Services are being competitively bid, in compliance with the competitive bidding requirements. A New Services proposal shall include, among other things, (i) a reasonably detailed project plan and a price estimate for the New Service; (ii) a reasonably detailed breakdown of such price or estimate, (iii) a reasonably detailed description of the service levels to be associated with such New Service; (iv) a schedule for commencing and completing the New Service; (v) a description of the new hardware or software to be provided by Supplier in connection with the New Service; (vi) a description of the software, hardware and other resources, including Resource Unit utilization, necessary to provide the New Service; and (vii) additional facilities, hardware, software or labor resources to be provided by Gap in connection with the proposed New Services. If Gap accepts Supplier’s proposal, the Parties will negotiate a mutually agreed to Statement of Work. Upon execution of the applicable Statement of Work, the scope of the Services included in the Charges will be expanded and this Agreement will be modified to include such New Services. All New Services must be Approved by Gap’s Chief Information Officer in accordance with Section 6.1 (Gap Approval). B. Competing Bids Gap may elect to solicit and receive bids from third parties to perform any New Services; provided, however, that Gap shall not disclose any Confidential and Proprietary Information provided by Supplier to Gap in any proposal for New Services. If Gap elects to use third parties to perform New Services, (i) such New Services shall not be deemed “Services” under the provisions of this Agreement and (ii) Supplier shall reasonably cooperate with such third parties. C. New Sourcing Lines In the event Gap elects to utilize Supplier to provide a new line of sourcing services (e.g., logistics and supply chain management, supply chain applications, and human resources support) (individually and collectively referred to as “New Sourcing Line(s)”), such services will be treated as New Services under this Agreement, provided that each New Sourcing Line will include in the proposal a unique Exhibit C (Fees and Resource Baselines); Statement(s) of Work; Service Level Agreement attachments, and as applicable, supporting exhibits. To the extent any provisions of this Agreement are deemed by the Parties to be inapplicable to such New Sourcing Line(s) or it is agreed that new provisions are required, such modifications will be addressed through an amendment to this Agreement, unless the Parties otherwise agree that a stand alone agreement that leverages the terms agreed to herein as applicable will facilitate the provision or management 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. D. Approved Supplier Gap acknowledges that Supplier is an approved supplier of Gap for IT hardware, software and services. As an approved supplier, Gap shall (i) allow Supplier to bid on all Requests for Proposals or similar Gap efforts to procure IT hardware, software and services for which Gap, in its sole discretion, determines IBM is qualified, (ii) consider Supplier fairly and in good faith for such IT hardware, software and services, and (iii) if Supplier is not awarded such business, provide Supplier a reasonable description of the reasons why Supplier was not awarded, which description will provide Supplier the same information as Gap provides to all other vendors who bid on, but were not awarded, the relevant Request for Proposal.

New Services. A. Services that are materially different from, or in addition to, the Services, but for which there is no charging methodology, or which the existing charging methodology was not intended to cover (e.g., start-up expenses) shall be considered “New Services.” The Parties’ obligations with respect to New Services Proposal shall be as follows: (a) If Gap requests the performance of the New Services can be reflected in a change in the volume of chargeable resource usage, and the net change in the resources and expenses required to perform the New Services would not be disproportionately different from the corresponding change in the volume or composition of such chargeable resource usage from performing such New Services, then the charge, if any, for such New Services shall be determined pursuant to Schedule C (Charges), this Section 13.6 and the other Sections of this Agreement relating to New Services. The New Services shall then be considered Services and shall be subject to the provisions of this Agreement. In addition, the Parties may work together to re-prioritize certain then existing Services and/or Service Levels in order to determine if, by such re-prioritization of existing work or Service Levels, Vendor could accommodate the ACI requested New Services with the then current account staff, Equipment, Software and other related items. If Vendor determines, in its reasonable discretion, that Supplier it could accommodate such New Services, such New Services shall become Services without the necessity of an added charge so long as such accommodation does not jeopardize the performance by Vendor of any other of the Services at the Service Levels. (b) If the performance of the New Services cannot be reflected in a change in the volume of chargeable resource usage, or if the net change in the resources and expenses required to perform any the New Confidential Master Services Agreement Services would be disproportionately different from the corresponding change in the volume or composition of chargeable resource usage from performing such New Services, then: (i) Vendor shall quote to ACI a charge (which may be variable) for such New Services that Supplier is reasonable capable competitive with the charge Vendor provides for similar services to its other customers. Such charges shall take into account, as applicable, resources and expenses of providing Vendor for then-existing portions of the Services that would no longer be required if the New Services would be performed by Vendor; and (ii) upon receipt of such quote, ACI may then elect to have Vendor perform the New Services, and willing the Charges under this Agreement shall be adjusted, if appropriate, to bid onreflect such New Services. If ACI so elects, Supplier such New Services shall promptly prepare be subject to the provisions of this Agreement. (c) If the Parties cannot agree upon the pricing applicable to a New Service that, although materially different from the Services, is still closely related to the Services proposal for Gapthen being provided by Vendor, ACI nonetheless desires Vendor to perform such New Service, then upon ACI’s consideration. Supplier written instruction to proceed, Vendor shall prepare begin performance of such New Services proposals at no additional charge to Gap Service and, until that time when ACI and shall deliver such proposal to Gap within a timeframe that is reasonable based Vendor can agree on the nature and scope of the proposed New Services and, in event the proposed New Services are being competitively bid, in compliance with the competitive bidding requirements. A New Services proposal shall include, among other things, (i) a reasonably detailed project plan and a price estimate applicable charge for the New Service; (ii) a reasonably detailed breakdown of such price or estimate, (iii) a reasonably detailed description of the service levels to be associated with Vendor will provide such New Service; Service at the applicable time and materials rates reflected in Exhibit C-1 (ivBase Charges, Baselines, ARC/RRC Rates and Termination Charges). If within sixty (60) a schedule days following ACI’s written instruction to proceed, the Parties have not agreed on the applicable charges for commencing and completing the New Service; (v) a description of the new hardware or software to be provided by Supplier in connection with the New Service; (vi) a description of the software, hardware and other resources, including Resource Unit utilization, necessary to provide the New Service; and (vii) additional facilities, hardware, software or labor resources to be provided by Gap in connection with the proposed New Services. If Gap accepts Supplier’s proposal, the Parties will negotiate a mutually agreed to Statement of Work. Upon execution of the applicable Statement of Work, the scope of the Services included in then the Charges will be expanded and this Agreement will be modified to include such New Services. All New Services must be Approved by Gap’s Chief Information Officer in accordance with determined as provided under Section 6.1 (Gap Approval20.1(a). B. Competing Bids Gap (d) ACI may in its discretion elect to solicit and receive bids from from, or otherwise enter into agreements with, third parties to perform or to perform itself any New Services; provided, however, that Gap shall not disclose any Confidential and Proprietary Information provided by Supplier to Gap in any proposal for New Services. If Gap elects to use ACI so elects, Vendor shall cooperate at no charge with ACI and the third parties with respect to perform the provision of such New Services. (e) Evolution, (i) such New supplements, modifications, enhancements and replacements of the Services required by Section 3.3 above shall not be deemed “to be New Services” under the provisions of this Agreement and (ii) Supplier shall reasonably cooperate with such third parties. C. New Sourcing Lines In (f) With regard to Production Mainframe and Hosting Services which may be required by ACI in the event Gap elects to utilize Supplier future to provide a new line of sourcing services (e.g.market competitive service offerings to their external clients, logistics and supply chain management, supply chain applications, and human resources support) (individually and collectively referred to as “New Sourcing Line(s)”), such services will be treated as New Services under this Agreement, provided that each New Sourcing Line will include in the proposal a unique Exhibit C (Fees and Resource Baselines); Statement(s) of Work; Service Level Agreement attachments, and as applicable, supporting exhibits. To the extent any provisions of this Agreement are deemed by the Parties to be inapplicable to such New Sourcing Line(s) or it is agreed that new provisions are required, such modifications will be addressed through an amendment to this Agreement, unless the Parties otherwise agree that a stand alone agreement that leverages the terms agreed to herein as applicable will facilitate the provision or management 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. D. Approved Supplier Gap acknowledges that Supplier is an approved supplier of Gap for IT hardware, software and services. As an approved supplier, Gap shall (i) allow Supplier to bid on all Requests for Proposals or similar Gap efforts to procure IT hardware, software and services for which Gap, in its sole discretion, determines IBM is qualified, (ii) consider Supplier fairly and in good faith for such IT hardware, software and services, and (iii) if Supplier is not awarded such business, provide Supplier a reasonable description of the reasons why Supplier was not awarded, which description Vendor will provide Supplier the same information as Gap provides to all other vendors who bid on, but were not awarded, the relevant Request for Proposalmarket competitive pricing.

New Services. A. Acquisitions and New Services Proposal If Gap requests that Supplier perform any New Services that Supplier is reasonable capable of providing and willing to bid on, Supplier shall promptly prepare a New Services proposal for Gap’s consideration. Supplier shall prepare New Services proposals at no additional charge to Gap and shall deliver such proposal to Gap within a timeframe that is reasonable based on the nature and scope of the proposed New Services and, in event the proposed New Services are being competitively bid, in compliance with the competitive bidding requirements. A New Services proposal shall include, among other things, Hospitals (i) a reasonably detailed project plan and a price estimate for For the New Service; (ii) a reasonably detailed breakdown avoidance of doubt, if IMH requests that R1 provide any services other than the Services or if IMH requests that R1 provide any Services which were not provided to IMH prior to the date of such price or estimaterequest, (iii) a reasonably detailed description all such requested services shall be New Services under Section 3.8 of the service levels to be Services Agreement. The Parties agree that for any such New Services, if the costs or expenses associated with such New Service; (iv) a schedule Service are not accounted for commencing in the determination of the Cost to Collect Factor as of the date such New Service would commence, then the Cost to Collect Factor will be equitably increased by an amount to be determined by the Joint Review Board, and completing such adjustments shall be effective as of the date R1 begins performing such New Service; . (vii) a description In the event that after the Commencement Date additional existing facilities and providers are added to the IMH Facilities or IMH Providers that result in an increase of the new hardware or software to be provided by Supplier in connection with the New Service; (vi) a description of the software, hardware and other resources, including Resource Unit utilization, necessary to provide the New Service; and (vii) additional facilities, hardware, software or labor resources to be provided by Gap in connection with the proposed New Services. If Gap accepts Supplier’s proposal[**] net patient services revenue, the Parties will negotiate perform and complete an assessment of such facilities and providers that is consistent [**] Indicates that text has been omitted which is the subject of a mutually agreed confidential treatment request. The text has been separately filed with the Securities and Exchange Commission. 11.1- A-7 in scope with the Initial Assessment and follows the principles set forth in Section 2.2. The results of any such assessment shall be submitted to Statement of Work. Upon execution of the applicable Statement of Work, Joint Review Board and the scope of Joint Review Board shall determine the Services included in proper increase to the Charges will be expanded and this Agreement will be modified Cost to include such New Services. All New Services must be Approved by Gap’s Chief Information Officer Collect Factor in accordance with Section 6.1 (Gap Approval)the guidelines and principles of this Exhibit 11.1-A. If the additional facilities and providers result in an increase of [**] of net patient services revenue the Cost to Collect factor then in place will be applied to the new facilities and providers. B. Competing Bids Gap may elect to solicit and receive bids from third parties to perform any New Services; provided, however, that Gap shall not disclose any Confidential and Proprietary Information provided by Supplier to Gap in any proposal for New Services. If Gap elects to use third parties to perform New Services, (iiii) such New Services shall not be deemed “Services” under the provisions of this Agreement and (ii) Supplier shall reasonably cooperate with such third parties. C. New Sourcing Lines In the event Gap elects that after the Commencement Date IMH opens new facilities that are added to utilize Supplier to provide the IMH Facilities or IMH Providers,. If IMH opens new facilities as described in this Section 3.3(iii), and R1 hires any employees who will perform the Services for such new facility more than [**] days in advance of IMH opening a new line facility at IMH’s request, IMH shall reimburse R1 for the expenses incurred for hiring each such employee. Any adjustments made for discontinuation of sourcing services (e.g., logistics and supply chain management, supply chain applications, and human resources support) (individually and collectively referred to as “New Sourcing Line(s)”), such services will be treated as Services under Section 3.2 or addition of New Services under this Agreement, provided that each New Sourcing Line Section 3.3(i) will include in be based on the proposal a unique Exhibit C (Fees and Resource Baselines); Statement(s) of Work; Service Level Agreement attachments, and as applicable, supporting exhibits. To following fraction – the extent any provisions of this Agreement are deemed annualized expense for such Services divided by the Parties to be inapplicable to such New Sourcing Line(s) or it is agreed that new provisions are required, such modifications trailing twelve months Cash Collections for the IMH Facilities and the IMH Providers – which fraction will be addressed through an amendment added or removed from the then current Cost to this AgreementCollect Factor, unless the Parties otherwise agree that a stand alone agreement that leverages the terms agreed to herein as applicable will facilitate the provision depending on whether Services are being added or management 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 portionsremoved. D. Approved Supplier Gap acknowledges that Supplier is an approved supplier of Gap for IT hardware, software and services. As an approved supplier, Gap shall (i) allow Supplier to bid on all Requests for Proposals or similar Gap efforts to procure IT hardware, software and services for which Gap, in its sole discretion, determines IBM is qualified, (ii) consider Supplier fairly and in good faith for such IT hardware, software and services, and (iii) if Supplier is not awarded such business, provide Supplier a reasonable description of the reasons why Supplier was not awarded, which description will provide Supplier the same information as Gap provides to all other vendors who bid on, but were not awarded, the relevant Request for Proposal.

New Services. A. New Services Proposal If Gap requests that Supplier perform any New Services that Supplier is reasonable capable of providing and willing to bid onServices, Supplier shall promptly prepare a New Services proposal for Gap’s consideration. Supplier shall prepare New Services proposals at no additional charge to Gap and shall deliver such proposal to Gap within a timeframe that is reasonable based on the nature and scope of the proposed New Services and, in event the proposed New Services are being competitively bid, in compliance with the competitive bidding requirements. A New Services proposal shall include, among other things, (i) a reasonably detailed project plan and a price estimate for the New Service; (ii) a reasonably detailed breakdown of such price or estimate, (iii) a reasonably detailed description of the service levels to be associated with such New Service; (iv) a schedule for commencing and completing the New Service; (v) a description of the new hardware or software to be provided by Supplier in connection with the New Service; (vi) a description of the software, hardware and other resources, including Resource Unit utilization, necessary to provide the New Service; and (vii) additional facilities, hardware, software or labor resources to be provided by Gap in connection with the proposed New Services. If Gap accepts Supplier’s proposal, the Parties will negotiate a mutually agreed to Statement of Work. Upon execution of the applicable Statement of Work, the scope of the Services included in the Charges will be expanded and this Agreement will be modified to include such New Services. Notwithstanding any provision to the contrary, 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. pricing proposed by Supplier shall be reasonable and shall be no less favorable to Gap than the pricing and labor rates set forth herein for the same or substantially similar resources in the same country and shall take into account the existing and future volume of business between Gap and Supplier. All New Services must be Approved by Gap’s Chief Information Officer in accordance with Section 6.1 (Gap Approval). B. Competing Bids Gap may elect to solicit and receive bids from third parties to perform any New Services; provided, however, that Gap shall not disclose any Confidential and Proprietary Information provided by Supplier to Gap in any proposal for New Services. If Gap elects to use third parties to perform New Services, (i) such New Services shall not be deemed “Services” under the provisions of this Agreement and (ii) Supplier shall reasonably cooperate with such third partiesparties as provided in Section 9 (Strategic Relationship Management). C. New Sourcing Lines In the event Gap elects to utilize Supplier to provide a new line of sourcing services (e.g., logistics and supply chain management, supply chain applications, and human resources support) (individually and collectively referred to as “New Sourcing Line(s)”), such services will be treated as New Services under this Agreement, provided that each New Sourcing Line will include in the proposal a unique Exhibit C (Fees and Resource Baselines); Statement(s) of Work; Service Level Agreement attachments, and as applicable, supporting exhibits. To the extent any provisions of this Agreement are deemed by the Parties to be inapplicable to such New Sourcing Line(s) or it is agreed that new provisions are required, such modifications will be addressed through an amendment to this Agreement, unless the Parties otherwise agree that a stand alone agreement that leverages the terms agreed to herein as applicable will facilitate the provision or management 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. D. Approved Supplier Gap acknowledges that Supplier is an approved supplier of Gap for IT hardware, software and services. As an approved supplier, Gap shall (i) allow Supplier to bid on all Requests for Proposals or similar Gap efforts to procure IT hardware, software and services for which Gap, in its sole discretion, determines IBM is qualified, (ii) consider Supplier fairly and in good faith for such IT hardware, software and services, and (iii) if Supplier is not awarded such business, provide Supplier a reasonable description of the reasons why Supplier was not awarded, which description will provide Supplier the same information as Gap provides to all other vendors who bid on, but were not awarded, the relevant Request for Proposal.

New Services. A. New Services Proposal (a) If Gap ACE requests that Supplier IBM perform any New Services that Supplier is reasonable capable of providing and willing to bid onServices, Supplier IBM shall promptly prepare a New Services proposal for Gap’s ACE's consideration. Supplier Unless otherwise agreed by the Parties, IBM shall prepare such New Services proposals proposal at no additional charge to Gap ACE and shall deliver such proposal to Gap ACE within a timeframe that is reasonable based on the nature and scope fourteen (14) days of the proposed New Services and, in event the proposed New Services are being competitively bid, in compliance with the competitive bidding requirementsits receipt of ACE's request. A Such New Services proposal shall include, among other things, (i) a reasonably detailed project plan and a fixed price or cost estimate for the New Service; (ii) a reasonably detailed breakdown of the cost buildup for such price pricing or estimate, (iii) a reasonably detailed description of the service levels to be associated with such New Service; (iv) a schedule for commencing and completing the New Service; (v) a description of the any new hardware or software to be provided by Supplier IBM in connection with the New Service; (vi) a description of the software, any software and hardware resources and other resources, including Resource Unit utilization, runtime requirements necessary to provide the New Service; and (vii) additional facilitiesthe human resources necessary to provide the New Service. ACE may accept or reject any New Services proposal in its sole discretion. If ACE accepts IBM's proposal and IBM agrees to provide the New Services, hardware, software or labor resources to be provided by Gap IBM will perform the New Services in connection accordance with the proposed New Servicesprovisions set forth herein and therein, and will be paid in accordance with the proposal submitted by IBM and the provisions of this Agreement. If Gap accepts Supplier’s proposal, the Parties will negotiate a mutually agreed to Statement of Work. Upon execution of the applicable Statement of WorkAt such time, the scope of the Services included in the Charges will be expanded and this Agreement will be modified to include such New Services unless the Parties agree in writing to the contrary. The Parties shall agree in writing as to whether New Services are Exclusive Services or Non-Exclusive Services. All New Services must be Approved Notwithstanding any provision to the contrary, the pricing proposed by Gap’s Chief Information Officer in accordance with Section 6.1 (Gap Approval)IBM shall take into account the existing and future volume of business between ACE and IBM. B. Competing Bids Gap (b) ACE may elect to solicit and receive bids from third parties to perform any New Services; provided, however, that Gap shall not disclose any Confidential and Proprietary Information provided by Supplier to Gap in any proposal for New Services. If Gap ACE elects to use third parties to perform New Services, (i) such New Services shall not be deemed “Services” Services under the provisions of this Agreement and (ii) Supplier IBM shall reasonably cooperate with such third partiesparties as provided in Section ------- 9.2 to the extent such cooperation does not impact IBM's ability to --- provide the Services. ACE shall reimburse IBM for reasonable costs of complying with this Section 11.5(b). --------------- (c) The Parties anticipate that the Services will evolve and be supplemented, modified, enhanced or replaced over time to keep pace with technological advancements and improvements in the methods of delivering services, and the Parties acknowledge that these evolutionary changes may modify the "Services" and will not necessarily be deemed to result in New Services. C. (d) IBM will promptly inform the ACE Project Executive of requests for New Sourcing Lines In Services from End Users or Eligible Recipients, and shall submit any proposals for New Services to the event Gap elects to utilize Supplier ACE Project Executive or his or her designee. IBM shall not agree to provide a new line New Services to any End Users or Eligible Recipients without the prior written approval of sourcing services the ACE Project Executive or his or her designee. (e.g.e) If ACE requests that IBM provide Services to Entities other than Eligible Recipients, logistics and supply chain management, supply chain applications, and human resources support) (individually and collectively referred to as “New Sourcing Line(s)”), such services will the requested Services shall be treated as New Services. Unless otherwise agreed by the Parties, such Services under this Agreementshall Ace/IBM Proprietary Information 43 be performed in accordance with the terms and conditions governing the provision of the same Services to existing Eligible Recipients; provided, provided however, that each New Sourcing Line will include in the proposal a unique Exhibit C (Fees and Resource Baselines); Statement(s) of Work; Service Level Agreement attachments, and as applicable, supporting exhibits. To to the extent any provisions of this Agreement Services are deemed by to be provided outside the United States, the Parties to be inapplicable to such New Sourcing Line(s) may modify or it is agreed that new provisions are required, such modifications will be addressed through an amendment to this Agreement, unless the Parties otherwise agree that a stand alone agreement that leverages the add necessary terms agreed to herein as applicable will facilitate the provision or management 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 portionsconditions. D. Approved Supplier Gap acknowledges that Supplier is an approved supplier of Gap for IT hardware, software and services. As an approved supplier, Gap shall (i) allow Supplier to bid on all Requests for Proposals or similar Gap efforts to procure IT hardware, software and services for which Gap, in its sole discretion, determines IBM is qualified, (ii) consider Supplier fairly and in good faith for such IT hardware, software and services, and (iii) if Supplier is not awarded such business, provide Supplier a reasonable description of the reasons why Supplier was not awarded, which description will provide Supplier the same information as Gap provides to all other vendors who bid on, but were not awarded, the relevant Request for Proposal.

New Services. A. New Services Proposal If Gap CHMS requests ISSC to perform functions, responsibilities or tasks that Supplier perform any New Services that Supplier is reasonable capable of providing and willing to bid on, Supplier shall promptly prepare a New Services proposal for Gap’s consideration. Supplier shall prepare New Services proposals at no additional charge to Gap and shall deliver such proposal to Gap are not within a timeframe that is reasonable based on the nature and scope of the proposed New Services and, in event the proposed New Services are being competitively bid, in compliance with the competitive bidding requirements. A New Services proposal shall include, among other things, (i) a reasonably detailed project plan and a price estimate for the New Service; (ii) a reasonably detailed breakdown of such price or estimate, (iii) a reasonably detailed description of the service levels to be associated with such New Service; (iv) a schedule for commencing and completing the New Service; (v) a description of the new hardware or software to be provided by Supplier in connection with the New Service; (vi) a description of the software, hardware and other resources, including Resource Unit utilization, necessary to provide the New Service; and (vii) additional facilities, hardware, software or labor resources to be provided by Gap in connection with the proposed New Services. If Gap accepts Supplier’s proposal, the Parties will negotiate a mutually agreed to Statement of Work. Upon execution of the applicable Statement of Work, the scope of the Services included and do not simply require use of resources for which there exists a current Resource Baseline ("New Services"), the charge to CHMS for ISSC's performing such functions will be determined as follows: a) If the additional function requires only those resources which have a current Resource Baseline or charging methodology, the additional function, responsibilities or tasks will not be considered a New Service. b) If the additional function, responsibility or task requires resources not covered by an existing Resource Baseline or charging methodology, such additional function, responsibility or task will be considered New Services. Prior to performing such New Services, ISSC will quote to CHMS the increase in the Charges Annual Service Charge or other payment method that will be expanded and this Agreement will be modified attributable to include such New Services. All Such increase will be based upon the required proportional increase in System and other applicable resources relative to the Annual Service Charge. Upon receipt of such quote, CHMS may then elect to have ISSC perform the New Services, and the Annual Service Charge and, if applicable, Resource Baselines will be established and/or adjusted to reflect such New Services. Notwithstanding the foregoing, nothing herein shall be interpreted as obligating CHMS to obtain New Services must from ISSC. c) The Parties acknowledge that changes during the Term in functions, responsibilities and tasks that are within the scope of the Services will not be Approved deemed to be New Services, if such functions, responsibilities and tasks evolved or were supplemented and enhanced during the Term by Gap’s Chief Information Officer ISSC in its sole discretion or pursuant to the provisions of this Agreement, including without limitation, changes made which keep pace with technological advancements or improvements. d) If the Parties cannot agree either that the function, responsibility or task falls within the definition of a New Service or that the additional compensation proposed by ISSC is an appropriate amount, ISSC shall nevertheless perform the disputed function, responsibility or task if requested by CHMS. The determination of whether any function, responsibility or task is a New Service and the amount of additional compensation, if any, to be paid by CHMS will be determined pursuant to the dispute resolution provisions in Section 15. CHMS shall pay fifty percent (50%) of any disputed charges under this Section 6.6 to ISSC and fifty percent (50%) of any disputed charges under this Section 6.6 in accordance with Section 6.1 (Gap Approval). B. Competing Bids Gap may elect 7.6, pending a resolution of the dispute in accordance with Section 15. Any payment to solicit CHMS of any such disputed charge paid by CHMS to ISSC and receive bids from third parties to perform any New Services; provided, however, that Gap shall not disclose any Confidential and Proprietary Information provided by Supplier to Gap in any proposal for New Services. If Gap elects to use third parties to perform New Services, (i) such New Services shall not be deemed “Services” under the provisions of this Agreement and (ii) Supplier shall reasonably cooperate with such third parties. C. New Sourcing Lines In the event Gap elects to utilize Supplier to provide a new line of sourcing services (e.g., logistics and supply chain management, supply chain applications, and human resources support) (individually and collectively referred to as “New Sourcing Line(s)”), such services will be treated as New Services under this Agreement, provided that each New Sourcing Line will include in the proposal a unique Exhibit C (Fees and Resource Baselines); Statement(s) of Work; Service Level Agreement attachments, and as applicable, supporting exhibits. To the extent any provisions of this Agreement are deemed by the Parties to be inapplicable to such New Sourcing Line(s) or it is agreed that new provisions are required, such modifications will be addressed through an amendment into escrow pursuant to this Agreement, unless the Parties otherwise agree that a stand alone agreement that leverages the terms agreed to herein as applicable will facilitate the provision or management Section 6.6(d) after resolution of the services. __________________________ *Certain information on this page has been omitted and filed separately with applicable dispute, shall be paid first from the Commission. Confidential treatment has been requested amount in escrow with respect to the omitted portions. D. Approved Supplier Gap acknowledges that Supplier is an approved supplier of Gap for IT hardware, software such dispute and servicesthen by ISSC. As an approved supplier, Gap All amounts paid by ISSC to CHMS shall (i) allow Supplier to bid on all Requests for Proposals or similar Gap efforts to procure IT hardware, software and services for which Gap, in its sole discretion, determines IBM is qualified, (ii) consider Supplier fairly and in good faith for such IT hardware, software and services, and (iii) if Supplier is not awarded such business, provide Supplier a reasonable description be paid promptly upon resolution of the reasons why Supplier was not awarded, which description will provide Supplier disputed charge together with interest at the same information as Gap provides rate of two percent (2%) per month from the date of payment by CHMS to all other vendors who bid on, but were not awarded, ISSC through the relevant Request for Proposaldate of payment by ISSC to CHMS.

New Services. A. New Services Proposal If Gap VMU requests that Supplier IBM perform any New Services that Supplier is reasonable capable of providing and willing to bid onServices, Supplier IBM shall promptly prepare a New Services proposal for GapVMU’s consideration. Supplier IBM shall prepare New Services proposals at no additional charge to Gap VMU and shall deliver such proposal to Gap VMU within a timeframe that is reasonable based on the nature and scope of the proposed New Services and, in event the proposed New Services are being competitively bid, in compliance with the VMU’s competitive bidding requirements. A New Services proposal shall include, among other things, include (i) a reasonably detailed project plan and a price estimate for the New Service; (ii) a reasonably detailed breakdown of such price, which price or estimateshall be stated in the pricing methodology specified by VMU (e.g., time and materials, fixed price, “not to exceed”), (iii) a reasonably detailed description of the service levels to be associated with such New Service; (iv) a schedule for commencing and completing the New Service; (v) a description of the new hardware or software to be provided by Supplier required in connection with the New Service; (vi) a description of the software, hardware and other resources, including Resource Unit utilization, necessary to provide the New Service; and (vii) additional facilities, hardware, software or labor resources to be provided by Gap VMU in connection with the proposed New ServicesService; and (viii) acceptance test criteria and procedures. If Gap VMU accepts SupplierIBM’s proposal, the Parties will negotiate a mutually agreed to Statement of Work. Upon execution of the applicable Statement of Work, the scope of the Services included in the Charges will be expanded and the definition of “Services” in this Agreement will be modified to include such New Services. All New Services must be Approved approved by Gap’s Chief Information Officer VMU in accordance with Section 6.1 (Gap Approval)4.1, and IBM shall not begin performing any New Service, and VMU shall not be obligated to pay for any New Service, until such approval has been given. B. Competing Bids Gap VMU may elect to solicit and receive bids from third parties to perform any New Services; provided, however, that Gap VMU shall not disclose any Proprietary or Confidential and Proprietary Information provided by Supplier IBM to Gap VMU in any proposal for New Services. If Gap VMU elects to use third parties to perform New Services, (i) such New Services shall not be deemed “Services” under the provisions of this Agreement and (ii) Supplier IBM shall reasonably cooperate with such third partiesparties as provided in Section 6. C. New Sourcing Lines In the event Gap VMU elects to utilize Supplier IBM to provide a new line of sourcing services (e.g., logistics and supply chain management, supply chain applications, and human resources support) (individually and collectively referred to as “New Sourcing Line(s)”), such services will be treated as New Services under this Agreement, provided that each New Sourcing Line will include in the proposal a unique Exhibit to Schedule C (Fees and Resource Baselines); Statement(s) of Work; Service Level Agreement attachments, and as applicable, supporting exhibits. To the extent any provisions of this Agreement are deemed by the Parties to be inapplicable to such New Sourcing Line(s) or it is agreed that new provisions are required, such modifications will be addressed through an amendment to this Agreement, unless the Parties otherwise agree that a stand alone agreement that leverages the terms agreed to herein as applicable will facilitate the provision or management 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. D. Approved Supplier Gap acknowledges that Supplier is an approved supplier of Gap for IT hardware, software and services. As an approved supplier, Gap shall (i) allow Supplier to bid on all Requests for Proposals or similar Gap efforts to procure IT hardware, software and services for which Gap, in its sole discretion, determines IBM is qualified, (ii) consider Supplier fairly and in good faith for such IT hardware, software and services, and (iii) if Supplier is not awarded such business, provide Supplier a reasonable description of the reasons why Supplier was not awarded, which description will provide Supplier the same information as Gap provides to all other vendors who bid on, but were not awarded, the relevant Request for Proposal.

New Services. A. New Services Proposal (a) If Gap ACE requests that Supplier IBM perform any New Services that Supplier is reasonable capable of providing and willing to bid onServices, Supplier IBM shall promptly prepare a New Services proposal for GapACE’s consideration. Supplier Unless otherwise agreed by the Parties, IBM shall prepare such New Services proposals proposal at no additional charge to Gap ACE. ACE and shall IBM will collaborate to document ACE’s business requirements if needed within four (4) Business Days of receipt of the Service Request. IBM will deliver such a New Services proposal to Gap ACE within a timeframe that is reasonable based on the nature and scope ten (10) Business Days of the proposed documentation of ACE’s business requirements. If ACE’s business requirements cannot be documented within (4) Business Days of receipt of the Service Request, IBM will notify the ACE Project Executive and the Parties will agree on a date for delivery of the New Services andproposal. If there is a change to ACE’s business requirements that causes a significant impact to IBM’s solution, in event the proposed Parties will agree on a date for delivery of a revised New Services are being competitively bid, in compliance with the competitive bidding requirementsproposal. A Such New Services proposal shall include, among other things, (i) a reasonably detailed project plan and a fixed price or cost estimate for the New Service; (ii) a reasonably detailed breakdown of the cost buildup for such price pricing or estimate, (iii) a reasonably detailed description of the service levels to be associated with such New Service; (iv) a schedule for commencing and completing the New ServiceService (schedule will be expressed in days from authorization to proceed from ACE); (v) a description of the any new hardware or software to be provided by Supplier IBM in connection with the New Service; (vi) a description of the software, any software and hardware resources and other resources, including Resource Unit utilization, runtime requirements necessary to provide the New Service; and (vii) additional facilitiesthe human resources necessary to provide the New Service. ACE may accept or reject any New Services proposal in its sole discretion. If ACE accepts IBM’s proposal and IBM agrees to provide the New Services, hardware, software or labor resources to be provided by Gap IBM will perform the New Services in connection accordance with the proposed New Servicesprovisions set forth herein and therein, and will be paid in accordance with the proposal submitted by IBM and the provisions of this Agreement. If Gap accepts Supplier’s proposal, the Parties will negotiate a mutually agreed to Statement of Work. Upon execution of the applicable Statement of WorkAt such time, the scope of the Services included in the Charges will be expanded and this Agreement will be modified to include such New ServicesServices unless the Parties agree in writing to the contrary. All New Services must be Approved Notwithstanding any provision to the contrary, the pricing proposed by Gap’s Chief Information Officer in accordance with Section 6.1 (Gap Approval)IBM shall take into account the existing and future volume of business between ACE and IBM. B. Competing Bids Gap (b) ACE may elect to solicit and receive bids from third parties to perform any New Services; provided, however, that Gap shall not disclose any Confidential and Proprietary Information provided by Supplier to Gap in any proposal for New Services. If Gap ACE elects to use third parties to perform New Services, (i) such New Services shall not be deemed “Services” Services under the provisions of this Agreement and (ii) Supplier IBM shall reasonably cooperate with such third partiesparties as provided in Section 9.2 to the extent such cooperation does not impact IBM’s ability to provide the Services. ACE shall reimburse IBM for reasonable costs of complying with this Section 11.5(b). C. (c) The Parties anticipate that the Services will evolve and be supplemented, modified, enhanced or replaced over time to keep pace with technological advancements and improvements in the methods of delivering services, and the Parties acknowledge that these evolutionary changes may modify the “Services” and will not necessarily be deemed to result in New Sourcing Lines In Services. (d) IBM will promptly inform the event Gap elects ACE Project Executive of requests for New Services from End Users or Eligible Recipients, and shall submit any proposals for New Services to utilize Supplier the ACE Project Executive or his or her designee. IBM shall not agree to provide a new line New Services to any End Users or Eligible Recipients without the prior written approval of sourcing services the ACE Project Executive or his or her designee. (e.g.e) If ACE requests that IBM provide Services to Entities other than Eligible Recipients, logistics and supply chain management, supply chain applications, and human resources support) (individually and collectively referred to as “New Sourcing Line(s)”), such services will the requested Services shall be treated as New Services. Unless otherwise agreed by the Parties, such Services under this Agreementshall be performed in accordance with the terms and conditions governing the provision of the same Services to existing Eligible Recipients; provided, provided however, that each New Sourcing Line will include in the proposal a unique Exhibit C (Fees and Resource Baselines); Statement(s) of Work; Service Level Agreement attachments, and as applicable, supporting exhibits. To to the extent any provisions of this Agreement Services are deemed by to be provided outside the United States, the Parties to be inapplicable to such New Sourcing Line(s) may modify or it is agreed that new provisions are required, such modifications will be addressed through an amendment to this Agreement, unless the Parties otherwise agree that a stand alone agreement that leverages the add necessary terms agreed to herein as applicable will facilitate the provision or management 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 portionsconditions. D. Approved Supplier Gap acknowledges that Supplier is an approved supplier of Gap for IT hardware, software and services. As an approved supplier, Gap shall (i) allow Supplier to bid on all Requests for Proposals or similar Gap efforts to procure IT hardware, software and services for which Gap, in its sole discretion, determines IBM is qualified, (ii) consider Supplier fairly and in good faith for such IT hardware, software and services, and (iii) if Supplier is not awarded such business, provide Supplier a reasonable description of the reasons why Supplier was not awarded, which description will provide Supplier the same information as Gap provides to all other vendors who bid on, but were not awarded, the relevant Request for Proposal.

New Services. A. (a) The Parties may agree that NTT DATA will provide to GPI, as requested by GPI in writing from time to time, services that (1) unless otherwise agreed, will be subject to all terms and conditions of this Agreement and (2) fall outside of the then-current scope of the Designated Services (the “New Services”). New Services Proposal If Gap requests can either be (a) activities that Supplier perform any are performed on a continuous basis for the remainder of the Term; or (b) activities that are performed in relation to projects with approved Project Plans in accordance with the guidelines set out in Schedule 2.7 and for which the Project Plans were approved after the Effective Date (the “New Scope Projects”). The written agreement of the Parties that NTT DATA will provide a New Service will be made through the Change Control Procedures and will be documented (i) in the form of an amendment to an existing Statement of Work or the addition of a new Statement of Work, if such New Services that Supplier is reasonable capable of providing and willing to bid on, Supplier shall promptly prepare are not a New Services proposal for Gap’s consideration. Supplier shall prepare Scope Project, and (ii) through a Project Plan, if such New Services proposals are a New Scope Project. To determine whether a service is a New Service, the Parties will first review the Statement of Work for guidance as to whether the requested service is included within (or inherent in) the Responsibilities assigned to NTT DATA in the Statement of Work such that it will qualify as a Designated Service. If review of the Statement of Work does not provide sufficient guidance, the Parties will determine whether a charging mechanism exists in the Charges Schedule that would reasonably be associated with (or closely approximates a reasonable charging mechanism for) such Service. If the Statement of Work or applicable charging mechanism indicates (whether expressly or by means of a close approximation) that such service is included within the Designated Service, NTT DATA will perform such service in accordance with its existing obligation to perform the Designated Services for the Charges associated with that Designated Service, and, the Parties will normalize the existing charging mechanism such that it would ideally apply to such service. If the service does not qualify as a Designated Service in accordance with such criteria, then that service will be deemed a New Service. (b) Upon NTT DATA’ receipt of a request from GPI that NTT DATA provide additional services and a determination on behalf of GPI that such additional services constitute a New Service, NTT DATA will within five (5) Business Days provide GPI with an initial response indicating whether NTT DATA will provide a proposal to perform the New Services. If NTT DATA elects to provide a proposal to perform the New Services, ▇▇▇▇▇ Systems will within thirty (30) Business Days (or such shorter period as required by a Service Level) prepare, at no additional charge beyond the Base Fees, a written proposal that will include the following information, to Gap and shall deliver such proposal to Gap within a timeframe that is reasonable based on the nature and scope of the proposed New Services and, in event the proposed New Services are being competitively bid, in compliance with the competitive bidding requirements. A New Services proposal shall include, among other things, extent relevant: (i) a reasonably detailed project plan and a price estimate for the New Service; (ii) a reasonably detailed breakdown of such price or estimate, (iii) a reasonably detailed written description of the service levels to be associated work that NTT DATA anticipates performing in connection with such New Service; ; (ivii) a schedule for commencing and completing implementing such New Service; (iii) a project plan for implementing such New Service; (iv) NTT DATA’ proposed charges for such New Service, including a detailed breakdown of any such charges; (v) proposed service levels applicable to such New Service; (vi) an estimate of the human resources necessary to provide the New Service; ; (vvii) a description of the any new hardware software, tools or software Equipment to be provided by Supplier NTT DATA in connection with the such New Service; ; (viviii) a description of the software, hardware tools and other resources, including Resource Unit utilization, Equipment and run-time requirements necessary to provide the develop and operate any new software; (ix) a list of any existing software, tools or Equipment included in or to be used in connection with such New Service; ; (x) acceptance test criteria and (vii) additional facilitiesprocedures for any new software, hardwaretools or any products, software packages or labor resources services to be provided by Gap used in connection with such New Service; (xi) the name and title of the NTT DATA employee who would serve as project manager in connection with the proposed New Services. If Gap accepts Supplier’s proposal, the Parties will negotiate a mutually agreed to Statement of Work. Upon execution implementation of the applicable Statement New Service or the management of Work, the scope a New Scope Project; (xii) a list of the Services included in the Charges all jurisdictions (with a level of specificity as requested by GPI) from which such New Service will be expanded and this Agreement provided if such New Service will be modified to include such New Services. All New Services must be Approved performed other than at a Service Location; and (xiii) any other information reasonably requested by Gap’s Chief Information Officer in accordance with Section 6.1 (Gap Approval)GPI. B. Competing Bids Gap may elect to solicit and receive bids from third parties to perform (c) NTT DATA will not begin performing any New Services; provided, however, that Gap shall not disclose any Confidential and Proprietary Information provided by Supplier to Gap in any proposal for New Services. If Gap elects to use third parties to perform New Services, Service until (i) such New Services shall not be deemed “Services” under the provisions of this Agreement and (ii) Supplier shall reasonably cooperate with such third parties. C. New Sourcing Lines In the event Gap elects to utilize Supplier to provide a new line of sourcing services (e.g., logistics and supply chain management, supply chain applications, and human resources support) (individually and collectively referred to as “New Sourcing Line(s)”), such services will be treated as New Services under this Agreement, provided that each New Sourcing Line will include in the proposal a unique Exhibit C (Fees and Resource Baselines); Statement(s) of Work; Service Level Agreement attachments, and as applicable, supporting exhibits. To the extent any provisions of this Agreement are deemed by the Parties to be inapplicable to such New Sourcing Line(s) or it is have agreed that new provisions are required, such modifications will be addressed through an amendment to this Agreement, unless the Parties otherwise agree that a stand alone agreement that leverages upon the terms agreed to herein as applicable will facilitate the provision or management and conditions of the services. __________________________ *Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect New Service pursuant to the omitted portions. D. Approved Supplier Gap acknowledges that Supplier is an approved supplier of Gap for IT hardware, software and services. As an approved supplier, Gap shall (i) allow Supplier to bid on all Requests for Proposals or similar Gap efforts to procure IT hardware, software and services for which Gap, in its sole discretion, determines IBM is qualifiedOperational Change Control Procedures, (ii) consider Supplier fairly and the relevant documentation pertaining to the New Service has been completed in good faith for such IT hardware, software and servicesaccordance with the Contract Charge Control Procedures, and (iii) if Supplier is not awarded such business, provide Supplier a reasonable description of GPI has provided NTT DATA with written authorization to perform the reasons why Supplier was not awarded, which description will provide Supplier the same information as Gap provides to all other vendors who bid on, but were not awarded, the relevant Request for ProposalNew Service.

New Services. A. (a) In the event that ACH wishes to obtain New Services Proposal If Gap requests during the Term, ACH may request in writing that Supplier perform Visteon provide New Services (a "New Services Request"), pursuant to a validly executed amendment to a Statement of Work or a new Statement of Work in accordance with this Section 3.6. (b) Visteon shall use commercially reasonable efforts to accommodate any such New Services Request from ACH. For purposes of this Section 3.6, accommodating a New Services Request shall be deemed commercially reasonable if, notwithstanding any plan, policy or practice of Visteon to reduce the scope, level and/or volume of services provided to the Business prior to the Closing, such New Services Request is a request for any New Services that Supplier is reasonable capable are reasonably required for the operation of providing and willing to bid on, Supplier shall promptly prepare the Business as a going concern. New Services proposal shall be deemed reasonably required for Gap’s consideration. Supplier shall prepare the operation of the Business as a going concern if a reasonable business person would expect ACH to receive or otherwise enjoy the benefits thereof, or of substantially similar services, in the ordinary course as a going concern in the automotive supply businesses in which ACH is active at the time of such New Services proposals at no additional charge Request. Upon the written request of Visteon, within a reasonable period of time following receipt of such request, ACH shall submit to Gap Visteon any information reasonably required by Visteon to evaluate such New Services Request. Within a reasonable time after receiving the New Services Request, Visteon shall determine in good faith whether it is able through the use of commercially reasonable efforts to accommodate the request and shall deliver provide ACH with a Capacity Notice, it being understood by the Parties that any such proposal accommodation shall occur in accordance with Article V. (c) In the event that Visteon determines that, through the use of commercially reasonable efforts, it is able to Gap within a timeframe that is reasonable based on accommodate the nature and scope of the proposed New Services andRequest, Visteon shall set forth in event the proposed New Services are being competitively bid, in compliance with the competitive bidding requirements. A New Services proposal shall include, among other things, (i) Capacity Notice a reasonably detailed project plan and a price estimate for the New Service; (ii) a reasonably detailed breakdown of such price or estimate, (iii) a reasonably detailed written description of the service levels to be associated with such New Service; (iv) and a schedule for commencing and completing the New Service; (v) Services. Visteon and ACH shall negotiate in good faith to agree upon an amendment to a description Functional Services Area Statement of Work or a new Statement of Work describing the new hardware or software work Visteon is to be provided by Supplier perform in connection with such New Services and the New Service; (vi) a description Cost of the software, hardware and other resources, including Resource Unit utilization, necessary to provide the New Service; and (vii) additional facilities, hardware, software or labor resources to be provided by Gap in connection with the proposed such New Services. No amendment to a Functional Services Area Statement of Work or new Statement of Work for such New Services will become effective until it has been executed by an authorized representative of each of Visteon and ACH. Within a reasonable time after receiving the Capacity Notice, ACH shall provide Visteon with a ACH Election Notice indicating whether ACH elects to receive the New Service(s) on the terms set forth in the Capacity Notice. (d) If Gap accepts Supplier’s proposalACH elects to receive the New Service(s) on the terms set forth in the Capacity Notice, and the Parties will negotiate agree upon and execute an amendment to a mutually agreed to Functional Services Area Statement of Work or a new Statement of Work, as applicable, Visteon will perform the New Services in accordance with the provisions of this Agreement. Upon execution by Visteon and ACH of the applicable an amendment to a Functional Services Area Statement of WorkWork or a new Statement of Work for the New Services, the scope of the Services included in the Charges to be provided by Visteon to ACH will be expanded and this Agreement will be modified accordingly to include such New Services. All Notwithstanding the preceding sentence, for the avoidance of doubt, the expansion of the scope of the Services to include the requested New Services must be Approved pursuant to this Section 3.6 shall not expand the scope of the Services then provided by Gap’s Chief Information Officer in accordance with Section 6.1 (Gap Approval)Visteon to any ACH Buyer under any Participation Agreement previously executed between Visteon and such ACH Buyer. B. Competing Bids Gap may elect (e) In the event that Visteon determines in good faith that, despite the use of commercially reasonable efforts, it is unable to solicit and receive bids from third parties accommodate the New Services Request, Visteon shall explain in reasonable detail the reasons for Visteon's inability to perform any New Services; provided, however, that Gap shall not disclose any Confidential and Proprietary Information provided by Supplier to Gap in any proposal for New Servicesaccommodate the request. If Gap elects ACH wishes to dispute Visteon's inability to accommodate the request, then the Parties shall make use third parties to perform New Services, (i) such New Services shall not be deemed “Services” under of the provisions of this Agreement and (ii) Supplier shall reasonably cooperate with Article IV hereof to resolve any such third partiesdispute. C. New Sourcing Lines In the event Gap elects to utilize Supplier to provide a new line of sourcing services (e.g., logistics and supply chain management, supply chain applications, and human resources support) (individually and collectively referred to as “New Sourcing Line(s)”), such services will be treated as New Services under this Agreement, provided that each New Sourcing Line will include in the proposal a unique Exhibit C (Fees and Resource Baselines); Statement(s) of Work; Service Level Agreement attachments, and as applicable, supporting exhibits. To the extent any provisions of this Agreement are deemed by the Parties to be inapplicable to such New Sourcing Line(s) or it is agreed that new provisions are required, such modifications will be addressed through an amendment to this Agreement, unless the Parties otherwise agree that a stand alone agreement that leverages the terms agreed to herein as applicable will facilitate the provision or management 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. D. Approved Supplier Gap acknowledges that Supplier is an approved supplier of Gap for IT hardware, software and services. As an approved supplier, Gap shall (i) allow Supplier to bid on all Requests for Proposals or similar Gap efforts to procure IT hardware, software and services for which Gap, in its sole discretion, determines IBM is qualified, (ii) consider Supplier fairly and in good faith for such IT hardware, software and services, and (iii) if Supplier is not awarded such business, provide Supplier a reasonable description of the reasons why Supplier was not awarded, which description will provide Supplier the same information as Gap provides to all other vendors who bid on, but were not awarded, the relevant Request for Proposal.

New Services. A. New Services Proposal If Gap requests that Supplier perform any New Services that Supplier is reasonable capable of providing and willing to bid onServices, Supplier shall promptly prepare a New Services proposal for Gap’s consideration. Supplier shall prepare New Services proposals at no additional charge to Gap and shall deliver such proposal to Gap within a timeframe that is reasonable based on the nature and scope of the proposed New Services and, in event the proposed New Services are being competitively bid, in compliance with the competitive bidding requirements. A New Services proposal shall include, among other things, (i) a reasonably detailed project plan and a price estimate for the New Service; (ii) a reasonably detailed breakdown of such price or estimate, (iii) a reasonably detailed description of the service levels to be associated with such New Service; (iv) a schedule for commencing and completing the New Service; (v) a description of the new hardware or software to be provided by Supplier in connection with the New Service; (vi) a description of the software, hardware and other resources, including Resource Unit utilization, necessary to provide the New Service; and (vii) additional facilities, hardware, software or labor resources to be provided by Gap in connection with the proposed New Services. If Gap accepts Supplier’s proposal, the Parties will negotiate a mutually agreed to Statement of Work. Upon execution of the applicable Statement of Work, the scope of the Services included in the Charges will be expanded and this Agreement will be modified to include such New Services. Notwithstanding any provision to the contrary, the pricing proposed by Supplier shall be reasonable and shall be no less favorable to Gap than the pricing and labor rates set forth herein for the same or substantially similar resources in the same country and shall take into account the existing and future volume of business between Gap and Supplier. All New Services must be Approved by Gap’s Chief Information Officer in accordance with Section 6.1 (Gap Approval). * 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. B. Competing Bids Gap may elect to solicit and receive bids from third parties to perform any New Services; provided, however, that Gap shall not disclose any Confidential and Proprietary Information provided by Supplier to Gap in any proposal for New Services. If Gap elects to use third parties to perform New Services, (i) such New Services shall not be deemed “Services” under the provisions of this Agreement and (ii) Supplier shall reasonably cooperate with such third partiesparties as provided in Section 9 (Strategic Relationship Management). C. New Sourcing Lines In the event Gap elects to utilize Supplier to provide a new line of sourcing services (e.g., logistics and supply chain management, supply chain applications, and human resources support) (individually and collectively referred to as “New Sourcing Line(s)”), such services will be treated as New Services under this Agreement, provided that each New Sourcing Line will include in the proposal a unique Exhibit C (Fees and Resource Baselines); Statement(s) of Work; Service Level Agreement attachments, and as applicable, supporting exhibits. To the extent any provisions of this Agreement are deemed by the Parties to be inapplicable to such New Sourcing Line(s) or it is agreed that new provisions are required, such modifications will be addressed through an amendment to this Agreement, unless the Parties otherwise agree that a stand alone agreement that leverages the terms agreed to herein as applicable will facilitate the provision or management 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. D. Approved Supplier Gap acknowledges that Supplier is an approved supplier of Gap for IT hardware, software and services. As an approved supplier, Gap shall (i) allow Supplier to bid on all Requests for Proposals or similar Gap efforts to procure IT hardware, software and services for which Gap, in its sole discretion, determines IBM is qualified, (ii) consider Supplier fairly and in good faith for such IT hardware, software and services, and (iii) if Supplier is not awarded such business, provide Supplier a reasonable description of the reasons why Supplier was not awarded, which description will provide Supplier the same information as Gap provides to all other vendors who bid on, but were not awarded, the relevant Request for Proposal.

New Services. A. 10.1 During the Term, Customer may request Supplier to perform one or more New Services. Further, Customer’s request for a New Service may include a request for Supplier to correspondingly reduce or eliminate one or more existing elements of the Services Proposal If Gap requests then being provided that Supplier perform any are being replaced by the New Services that Supplier is reasonable capable of providing and willing to bid onServices. In such event, Supplier shall promptly prepare a New Services proposal for Gap’s consideration. Supplier shall prepare New Services proposals at no additional charge determine the resources and expenses related to Gap and shall deliver such proposal to Gap within a timeframe that is reasonable based on the nature and scope element or elements of the proposed New Services and, in event the proposed New Services are being competitively bid, in compliance with the competitive bidding requirements. A New Services proposal shall include, among other things, (i) a reasonably detailed project plan reduced or eliminated and a price estimate those required for the New Service; Services being added. 10.2 Customer may engage Supplier to perform additional New Services in the manner set forth below: 10.2.1 Customer may initiate a request for New Services (iia “Request”) by providing such Request in writing to Supplier. Supplier may (except as provided below with regard to Requests pursuant to Section 17.6.1), within the timeframe specified in such Request (which, shall be no longer than thirty (30) days, prepare and deliver to Customer a reasonably detailed breakdown of such price or estimate, (iii) a reasonably detailed description of the service levels to be associated with such New Service; (iv) a schedule for commencing and completing the New Service; (v) a description of the new hardware or software to be provided by Supplier in connection with the New Service; (vi) a description of the software, hardware and other resources, including Resource Unit utilization, necessary to provide the New Service; and (vii) additional facilities, hardware, software or labor resources to be provided by Gap in connection with the proposed New Services. If Gap accepts Supplier’s proposal, the Parties will negotiate that is responsive in all respects to such Request (a mutually agreed to Statement of Work. Upon execution of the applicable Statement of Work, the scope of the Services included in the Charges will be expanded and this Agreement will be modified to include such New Services. All New Services must be Approved by Gap’s Chief Information Officer in accordance with Section 6.1 (Gap Approval“Proposal”). B. Competing Bids Gap may elect to solicit and receive bids from third parties to perform any New Services; provided, however, that Gap Supplier will notify Customer in writing within a reasonable timeframe of receiving a Request if it does not intend to submit a Proposal or would require a longer period of time to prepare the Proposal. 10.2.2 Supplier shall not disclose any Confidential perform all due diligence necessary to provide to Customer a full, complete, and Proprietary Information provided unqualified Proposal. Customer will provide assistance and information as reasonably requested by Supplier. 10.2.3 Once submitted to Customer, a Proposal shall constitute an offer by Supplier to Gap perform the Services on the terms set forth therein and shall be irrevocable for the time period stated in any proposal for New Services. If Gap elects to use third parties to perform New Servicesthe Proposal or if no time period is stated then ninety (90) days from Customer’s receipt of the Proposal unless Customer has begun an active negotiation between the Parties or a counterproposal has been offered, (i) which such New Services period of irrevocability shall continue throughout said negotiations. 10.2.4 Customer shall not be deemed “Services” liable for any Supplier charges or costs (including, but not limited to, Supplier’s due diligence, preparation, administration, budgeting, design, and performance efforts) relating to a Statement of Work prior to its execution, unless such effort was expressly chargeable under a separate Statement of Work or otherwise agreed between the provisions of this Agreement and (ii) Supplier shall reasonably cooperate with such third partiesParties. C. New Sourcing Lines In 10.3 The Parties acknowledge and agree that the event Gap elects to utilize Supplier to provide a new line of sourcing services (e.g.Services will evolve over time and that changes during the Term in functions, logistics responsibilities and supply chain management, supply chain applicationstasks, and human resources support) (individually the method and collectively referred to as “New Sourcing Line(s)”), such services manner of the delivery of the Services will not be treated as New Services under this Agreement, provided that each New Sourcing Line will include in the proposal a unique Exhibit C (Fees and Resource Baselines); Statement(s) of Work; Service Level Agreement attachments, and as applicable, supporting exhibits. To the extent any provisions of this Agreement are deemed by the Parties to be inapplicable to such New Sourcing Line(s) or it is agreed that new provisions are required, such modifications will be addressed through an amendment to this AgreementServices, unless the Parties otherwise agree that a stand alone agreement that leverages have followed the procedures for authorizing New Services set forth in this Section 10 and have entered into an Amendment to the Agreement as required by Section 41 (Entire Agreement, Updates, Amendments and Modifications) of this Agreement. 10.4 No portion of any Proposal submitted by Supplier to Customer under the terms agreed to herein as applicable will facilitate the provision set forth in Section 10.2 or management otherwise shall be considered Company Information of the services. __________________________ *Certain information on this page has been omitted Supplier; provided, however all pricing proposals requested by and filed separately with the Commission. Confidential treatment has been requested with respect provided to the omitted portionsmembers of Customer Group by Supplier in a written form and marked as confidential shall be kept confidential by the members of Customer Group according to the terms of this Agreement. D. Approved Supplier Gap acknowledges that Supplier is an approved supplier of Gap for IT hardware, software and services. As an approved supplier, Gap shall (i) allow Supplier to bid on all Requests for Proposals or similar Gap efforts to procure IT hardware, software and services for which Gap, in its sole discretion, determines IBM is qualified, (ii) consider Supplier fairly and in good faith for such IT hardware, software and services, and (iii) if Supplier is not awarded such business, provide Supplier a reasonable description of the reasons why Supplier was not awarded, which description will provide Supplier the same information as Gap provides to all other vendors who bid on, but were not awarded, the relevant Request for Proposal.