December 6, 2016
GOOGLE SUPPLIER PURCHASE ORDER TERMS AND CONDITIONS
Introduction; Applicable Terms.
(A) These terms and conditions ("Terms and Conditions")
together with a Purchase Order form an "Agreement" between
the Google entity specified on the Purchase Order ("Google")
and the supplying party specified on the Purchase Order. ("Supplier") for the purchase of all Products or Services provided by
Supplier, directly or indirectly, to or for Google, under the applicable Purchase Order.
(B) No terms other than the Agreement will apply to Supplier's provision of Products or
Services, except if the parties have executed a separate written agreement governing the
Products or Services ("Existing Agreement"), in which case
the Existing Agreement will govern. If there is a conflict between these Terms and
Conditions and any Purchase Order, these Terms and Conditions govern.
- "Background IP" means all IP owned, created, or
discovered by a party: (A) before Supplier performs Services, or (B) independent of
- "Defect" or "Defective"
means with respect to a Product a failure to meet the Product warranties in Sections
8.2(A) and 8.2(B).
- "Deliverables" means custom work product that
Supplier creates under a Purchase Order.
- "Developed IP" means any IP (other than Background
IP) created or discovered by Supplier or Google in connection with the Agreement.
- "Intellectual Property Right(s)" means all patent
rights, copyrights, trademark rights, rights in trade secrets, design rights,
database rights, domain name rights, moral rights, and any other intellectual
property rights (registered or unregistered) throughout the world.
- "IP" means anything protectable by an Intellectual
- "Personnel" means Supplier (if an individual) and all
employees and agents of Supplier and its subcontractors and agents.
- "Product" means product, including hardware and
software, sold by Supplier, including any Deliverables.
- "Purchase Order" means a purchase order (including
any incorporated attachments) for Product or Services submitted to Supplier by
- "Services" means services provided by Supplier.
- "Specifications" means those specifications (if any)
identified in a Purchase Order or as the parties may otherwise agree to in writing.
- "Tax(es)" means all government-imposed taxes, except
for taxes based on Supplier's or Personnel's net income, net worth, asset value,
property value, or employment.
- "Third Party Materials" means any information or
materials owned by a third party or any open source materials.
- "Warranty Period" means the 12-month period starting
on the date Google accepts a Product.
- The words "include" and "including" mean "including but not limited to."
- Written communication includes email.
- When examples are provided in these Terms and Conditions, they are illustrative
only and not the sole examples of a particular concept.
Ordering Product and Services.
Purchase Orders. Google may submit Purchase Orders in
writing, including electronic transmission. Unless the parties mutually agree
otherwise in writing, Purchase Orders will state prices, delivery dates, and
delivery locations for Products and Services.
Changes. Google may reschedule Products or Services,
change the delivery destination for Products in any Purchase Order, change the
Services provided under any Purchase Order, or cancel any Purchase Order upon
written notice to Supplier at any time before the scheduled delivery or completion
date, as applicable, at no cost to Google, except that if requested changes
materially increase or decrease the cost to provide Products or Services, the
parties will negotiate an appropriate adjustment to their obligations under the
Purchase Order. Supplier will not unreasonably withhold or delay agreement to any
change requested by Google.
Cancellation. Supplier will stop work on the
applicable Purchase Order immediately upon receipt of a cancellation notice from
Google. If Google cancels a Purchase Order for Services before the scheduled
delivery date, Supplier may invoice Google for work completed at a pro-rated price
based upon the percentage of work completed prior to the date of cancellation, and
Supplier will immediately ship to Google all Deliverables and work-in-progress that
are the subject of such invoice.
Delivery Terms; Title Transfer. Unless otherwise
specified in the Purchase Order, Supplier will deliver Products DDP (Incoterms
2010) to the delivery destination stated in the Purchase Order, with title and
risk of loss transferring from Supplier to Google at the delivery destination.
Trade Compliance. When Supplier is responsible
for exporting or importing Product, Supplier will obtain all authorisations and
permits necessary to fulfill all applicable governments' requirements for
Import/Export Information. Upon Google's request,
Supplier will provide Google with any information Google reasonably requests
regarding Product importation, exportation or distribution.
Product Packing. Supplier will package Products
according to any instructions Google provides in a Purchase Order, and if none are
provided, then according to good commercial practice to ensure safe arrival of the
Advance Delivery. Google may refuse any delivery made
more than 5 days before the delivery date and Supplier will re-deliver the Product
on the correct date at Supplier's expense.
Excess Product. Google may return to Supplier, at
Supplier's expense, any quantity of Product exceeding that specified in the
Late Product Delivery.
- If a Product shipment (or part of a shipment) is likely to be delayed,
Supplier will: (1) promptly notify Google in writing and immediately propose a
new delivery date, (2) use best efforts to expedite delayed Product at Supplier's
expense, and (3) issue Google a discount or refund on the purchase price for
Product delivered late, unless otherwise agreed by the parties.
- In addition to the remedies in Subsection (A), Google may (1) cancel without
liability the applicable Purchase Order or portions of the Purchase Order for
late Product not yet delivered, or (2) cover for late Product by sourcing
products from another supplier, at Supplier's reasonable expense.
Inspection, Acceptance, Rejection.
Inspection and Acceptance. Google may inspect Product
and return Defective Product. Any Product or Service not rejected within 30 days of
receipt will be deemed accepted by Google. Google's payment to Supplier for Product
or Services will not be treated as acceptance.
Rejected Product. At Google's option, Google may: (A)
return rejected Products, and Supplier will immediately replace returned Products,
at Supplier's expense, including all freight costs; or (B) use the defective
Products and obtain a reduction in price.
Defect Replacement Procedure.
- For Product that is discovered Defective during the Warranty Period, Supplier
will, at its expense and at Google's option,
- replace or repair Defective Product and re-deliver such repaired or
replaced Product to Google within a commercially reasonable timeframe agreed
to by Google,
- refund Google the Product purchase price within 30 days of receiving
Google's notice that a Product is Defective, or
- reimburse Google for the reasonable cost to have the Product repaired
within 30 days after receiving Google's invoice.
- Supplier is responsible for all costs, damages, and liabilities incurred by
Google as a result of Defective Product.
- All Products undergoing repair will at all times remain Google's property.
- Supplier will warrant replacement Product for the longer of 90 days following
Google's acceptance of the replacement Product or the remainder of the original
Product's Warranty Period.
Invoice Issuance and Payment.
- Supplier will invoice Google upon Google's acceptance of the Products and
Services by submitting invoices to Google's online portal at https://gist-uploadmyinvoice.appspot.com/
according to the portal's instructions.
- Except as specifically stated in the Purchase Order, Supplier will be
responsible for all costs it incurs in connection with providing the Services,
including Personnel's expenses.
- Google will pay any undisputed portion of an invoice for accepted Products or
Services within 30 business days following the later of: (1) delivery of the
Products or completion of Services, or (2) receipt of a correct invoice by
Google's accounts payable department. Correct invoices must include Purchase
Order number, complete bill-to address, Product part numbers and quantities,
description of Products or Services, unit prices, applicable tax or other
charges, and extended totals.
- Google is not obligated to pay any invoice submitted 180 days or more after a
Product is shipped or Services are completed.
- In addition to other rights and remedies Google may have, Google may offset
any payment obligations to Supplier that Google may incur under the Agreement
against any fees owed to Google and not yet paid by Supplier under the Agreement
or any other agreement between Supplier and Google.
Invoice Disputes. If Google initiates an invoice
dispute, Google will include a written description of the disputed portion of the
invoice. Upon Google's request, Supplier will issue separate invoices for
undisputed and disputed amounts. Payment of undisputed amounts will not limit
Google's right to object and refuse payment of disputed amounts.
- Invoicing, Payment and Withholding. Prices do not include any applicable
Taxes. Google will pay itemised, correctly-stated Taxes for applicable Products
or Services, unless Google provides Supplier with a valid Tax exemption
certificate. If legally required, Google will withhold Taxes from its payments to
Supplier and provide a withholding Tax certificate.
- VAT/GST Invoice. Google will only be required to pay value-added tax or goods
and services tax on receipt of a valid value-added tax or goods and services tax
invoice that meets all of the relevant tax authority's requirements (to allow
Google to obtain relief from such tax if such relief procedure is available).
Late Payment. Supplier may charge interest at the
rate of 2% per annum above the base rate of Barclays Bank PLC from time to time,
from the due date until the date of actual payment, whether before or after
judgment, on any amount which is overdue under this Agreement.
Product License; Limitations.
Product License Grant.
- For those portions of a Product that are Deliverables, Section 7.4 (Services
Intellectual Property Rights; Licenses) will apply.
- For those portions of a Product that are not Deliverables, Supplier grants
Google, its affiliates, distributors, and end users a perpetual, irrevocable,
non-exclusive, worldwide, fully paid-up, royalty-free license to use, modify,
sell, offer for sale, import, and otherwise dispose of the Product, including any
bug fixes, updates or upgrades developed by Supplier for the respective Product.
Limitations. Nothing in the Agreement grants a party
any license, right, or interest in the other party's trademark(s), trade name(s) or
service mark(s). Neither party will alter or modify any proprietary rights notices
on the other party's IP.
To the extent that Supplier provides Services, this Section 7
will also apply.
Services Provision. Supplier will:
- develop, test, and deliver to Google all Deliverables in accordance with the
applicable Purchase Order, and, if requested by Google, provide Google with
supporting documentation evidencing Supplier's testing, and all assistance
necessary for Google to fully inspect the Deliverables;
- provide all materials, equipment, and Personnel necessary for performing the
Services unless stated otherwise in the Purchase Order;
- provide Google with status reports regarding Supplier's progress on
Deliverables, at the frequency requested by Google;
- comply with all applicable Google policies if and when Supplier is at
Rejected Services. Regardless of Google's acceptance
of any Services, if any Services do not meet the applicable warranties or other
criteria under the Agreement, at Google's option, Google may:
- require Supplier to re-perform the non-conforming Services at no charge to
- re-perform the non-conforming Services itself, or have a third party do this,
and charge Supplier the reasonable cost of this re-performance;
- accept the Services and obtain a reduction in price; or
- reject the non-conforming Services and obtain a refund from Supplier for all
amounts paid in relation to these Services.
Failure Analysis. Upon Google's request, Supplier
will perform a failure analysis of any returned Deliverable that is suspected to be
Defective. Supplier will use reasonable efforts to provide Google with (A) an
initial assessment of the Defect's cause(s) within 1 week of receiving the returned
Deliverable; and (B) a final assessment of the Defect's root cause within 3 weeks
of receiving the returned Deliverable.
Services Intellectual Property Rights; Licenses.
Ownership. Subject to Supplier's Intellectual
Property Rights in any of Supplier's Background IP incorporated in any
Deliverables (and any applicable third parties' Intellectual Property Rights in
Third Party Materials approved by Google in accordance with 7.4(D)):
- Title to the Deliverables will transfer to Google upon delivery.
- Google owns any Developed IP.
- To the extent that Supplier or any of its Personnel, own any rights in
the Developed IP, Supplier assigns (or will procure assignment of) all rights
(including Intellectual Property Rights), title, and interest in the
Developed IP to Google. If applicable law prevents future assignments,
Supplier will assign (or will procure the assignment of) such rights as these
- If applicable law prevents Supplier from transferring ownership of any
Developed IP to Google, Supplier grants Google a perpetual, irrevocable,
exclusive, royalty-free, fully-paid, transferrable, worldwide license (with
the right to sublicense) to make, use, import, offer for sale, sell, export
any component of, reproduce, prepare derivative works of, distribute,
publicly perform, and publicly display the Developed IP.
- If requested by Google, Supplier will timely perform all acts reasonably
necessary to accomplish the assignments and other transactions specified in
- Supplier will not assert, and to the extent permitted by applicable law,
otherwise waives, any moral rights in the Deliverables and Developed IP, and
will ensure that all Personnel, and other third parties who have moral rights
in the Deliverables will also not assert, and to the extent permitted by
applicable law, will waive, those moral rights.
Supplier Background IP License. If Supplier
includes any Supplier Background IP in any Deliverables, Supplier must describe
such Background IP in writing, and Supplier grants to Google and its affiliates
a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid, worldwide
license (with the right to sublicense) to:
- reproduce, prepare derivative works of, distribute, publicly perform,
publicly display, and otherwise use the Supplier Background IP, in connection
with the Deliverables and Developed IP; and
- make, use, sell, offer for sale, import, export any component of, and
otherwise dispose of the Supplier Background IP, in connection with the
Deliverables and Developed IP.
Google Resources License.
License. If Google provides Supplier with any
Google Background IP or Developed IP, software, equipment, tooling, or
other materials in connection with the Agreement to provide Services
("Google Resources"), Google grants Supplier a limited, non-exclusive,
non-transferable, royalty-free license (with the right to sublicense only
to its subcontractors authorised by Google under Section 12.3 (Delegation
and Subcontracting)) to use those Google Resources solely for the purpose
of, and only to the extent needed for, performing Services or making
Deliverables for Google.
Conditions. Supplier will be responsible for
the use and protection of the Google Resources and will, at Google's
option, replace or reimburse Google for the replacement cost of any Google
Resources lost or damaged before its return to Google.
Return. Supplier will return the Google
Resources to Google immediately after provision of all Deliverables and
Services or any termination of the Agreement.
Third Party Materials. Supplier will not
incorporate any Third Party Materials into any Deliverable without Google's
prior written approval of such incorporation and any applicable license terms.
Background IP Limitations. Nothing in the
Agreement grants a party any license, right, or interest in the other party's
Background IP under the Agreement, except for the licenses granted in this
Representations and Warranties, Disclaimers.
Mutual. Each party represents and warrants that: (A)
it has full power and authority to enter into and fulfill its obligations under the
Agreement, and to grant the rights and licenses it grants the other in the
Agreement; and (B) its compliance with the Agreement will not violate any
agreements it has with any third party.
Supplier. Supplier represents and warrants that:
Specifications. The Products and Services will
comply with their Specifications and will be of satisfactory quality and
reasonably fit for any purpose made known to Supplier.
Products. Products will be new, unused, and not
refurbished at the time of delivery, and will be safe for normal use and free
from defects in design, materials, and workmanship during the Warranty Period.
Software. For software provided by Supplier, (1)
there is no open source software in the Products (or any other items provided
by Supplier), unless Supplier has notified Google in writing before delivery
and Google has consented in writing to accepting this open source software, and
(2) the software will not damage, interfere with, or permit unauthorised access
to any other existing products or systems on which it is installed or any
information residing on those products or systems.
Quality. Supplier's performance under the
Agreement will be of professional quality and performed consistent with
generally accepted industry standards.
License Rights; No Claims. Supplier (1) owns or
has properly licensed all Products and Services provided by Supplier under the
Agreement and Google will acquire good and clear title, and (2) has no
knowledge of any unresolved claims, demands, or pending litigation alleging
that the Products or Services infringe or misappropriate any Intellectual
Property Rights of any third party.
Pass-Through. Supplier will, to the extent it is
contractually permitted to do so, provide to Google the benefits of
manufacturers' or suppliers' warranties and guarantees for material or
equipment incorporated into the Products or Services, and will perform its
responsibilities so that such warranties or guarantees remain in full effect.
Confidentiality. Supplier and Personnel will (1)
keep confidential the terms of the Agreement and all non-public and proprietary
Google information, and will only use such information to provide Products and
Services under the Agreement, and will not disclose such information except to
the extent required by law after giving reasonable notice to Google, if
permitted by law; and (2) not use in providing Products or Services or disclose
to Google any materials or documents of another party considered confidential
or proprietary unless it has obtained written authorisation from that party and
Insurance. Supplier will maintain: (1) insurance
against general liability and property damage, (2) workers compensation
insurance as required by law where Services will be provided, including
employer's liability coverage; and (3) additional insurance limits and
coverages as Google may require, depending on Services provided.
Compliance with Google's Procedures, Policies, and Code
of Conduct. Supplier and Personnel will comply with: (1) all procedures
and policies provided by Google, including Google's, environmental, health,
safety, and security procedures, and related management systems when performing
Services at Google facilities; and (2) Google's Supplier Code of Conduct at
or such other URL as Google may provide.
Compliance with Laws. In connection with the
Agreement, Supplier will comply, and will ensure that its Personnel comply,
with all applicable laws, directives, and regulations, including anti-bribery
laws, conflict minerals laws, employment laws, import/export laws, materials
disposal laws, and Data Protection Laws, including the following:
- Supplier will comply with all applicable commercial and public
anti-bribery laws, including the U.S. Foreign Corrupt Practices Act of 1977
and the UK Bribery Act of 2010, which prohibit both direct and indirect
corrupt offers of anything of value to anyone, including government
officials, to obtain or keep business or to secure any other improper
commercial advantage. Supplier will not make any facilitation payments, which
are payments to induce officials to perform routine functions they are
otherwise obligated to perform. "Government officials" include any government
employee, candidate for public office, and employee of government-owned or
government-controlled companies, public international organisations, and
political parties. Supplier will ensure that its Personnel comply with this
- Upon request, Supplier will provide a complete and accurate conflict
mineral report detailing the source and chain of custody of conflict minerals
(in a format that is at least as comprehensive as the EICC/GeSI reporting
template) for each Product.
UK Living Wage. Supplier will ensure that any of
its Personnel who perform any Services in any of Google's premises in the
United Kingdom are paid the 'UK Living Wage' at a minimum, as defined by the
United Kingdom's 'Living Wage Foundation'.
Equal Employment Opportunities. Supplier is an
equal-opportunity employer and does not discriminate on the basis of age, race,
creed, color, religion, sex, sexual orientation, gender identity, national
origin, disability, marital or veteran status, or any other basis that is
prohibited by law.
Personal Information Safeguards. Under the Agreement,
Supplier will not receive, or have access to, use, process, or store Personal
Information (as defined below). If, however, Supplier receives, or has access to,
uses, processes, or stores Personal Information under the Agreement, then this
Section 8.3 will apply (in addition to Section 8.2(G) (Confidentiality)).
- "Data Protection Law" means: (1) the Directive
95/46/EC of the European Parliament and of the Council of 24 October 1995 (as
updated); (2) any other applicable data privacy legislation or regulation; and
or such other URL as Google may provide).
- "Personal Information" means any information
relating to an identified natural person or a directly or indirectly identifiable
natural person. Personal Information includes "Personal Data" as defined in Data
- To the extent Supplier receives, or has access to, uses or stores Personal
Information under the Agreement Supplier will:
- immediately notify Google;
- implement and maintain reasonable and appropriate administrative,
physical, and technical safeguards to protect Personal Information against
accidental loss, alteration, unauthorised disclosure, or access
("Safeguards"). Safeguards will meet or exceed
relevant industry standards and that protect the security and privacy of
Personal Information. Supplier will not permit access to Personal
Information except to those who need to know it in order to perform under
the Agreement and who are subject to a duty of confidentiality, and will
ensure that any third party accessing Personal Information contract in
writing to protect it with Safeguards at least as strong as Supplier's
- upon Google's instruction, either delete such Personal Information
immediately or return it to Google in a secure manner and delete all
remaining copies of Personal Information after such return and provide
documentation of the deletion to Google;
- not use the Personal Information for any other purpose than compliance
with its obligations under the Agreement unless required to do so by Data
Protection Law applicable to Supplier, in which case Supplier will inform
Google of that legal requirement before disclosure unless prohibited from
doing so by applicable law;
- if Supplier has reason to believe that Personal Information is reasonably
likely to have been accessed for an unauthorised purpose or by unauthorised
persons (an "Incident"): (a) promptly notify Google by emailing email@example.com; (b)
reasonably assist Google in investigating and remedying any Incident and any
related inquiry or claim; and (c) provide Google with reasonable assurance
that Supplier has corrected all circumstances under Supplier's control that
led to the Incident;
- assist Google in responding to individuals exercising their rights under
the Data Protection Law; and
- acknowledge that Supplier is aware processing or exporting Personal data
in or from a member state of the European Union to a data recipient outside
of the EEA subjects it to obligations under the European Data Protection
Directive (Directive 95/46/EC of the European Parliament and the Council of
24 October 1995). Supplier represents and warrants it will not violate any
laws, regulations, or frameworks, including the EU-U.S. Privacy Shield
Framework and Data Protection Laws, as applicable, and will not, by act or
omission, place Google in breach of those laws.
Responsibility. Supplier is responsible for:
- Personnel's acts and omissions;
- staffing, instructing, and managing Personnel performing Services;
- determining Personnel's compensation (i.e., any stated rates for Services
provided are not wage rates);
- any income tax withholding applicable to Personnel;
- all costs associated with terminating Personnel, including costs arising
under applicable law, costs arising under an agreement between Supplier and
Personnel, and any costs incurred by Google as a result of such termination.
- Unless Google agrees otherwise in writing, Supplier will only use
employees to provide Services.
- Supplier and Personnel will not be entitled to any compensation, stock,
options, or other rights or benefits provided to Google employees, waive any
right to them, and promise never to claim them.
- Supplier will comply with all applicable employment and occupational
health and safety laws and regulations, including those related to employment
practices, wages, and worker classification.
Transfer Regulations, No Liability for Personnel.
- "Replacement Supplier" means a third party
that Google or its affiliates engages to replace Supplier (in whole or in
part) in performing services that are the same as or similar to the Services.
To the extent permitted by applicable law, Replacement Suppliers will be
third party beneficiaries under this Section 8.4, but the parties may amend
any part of the Agreement without the Replacement Supplier's consent, even if
that amendment affects or will affect the benefits conferred on the
- "Transfer Regulations" means the Transfer of
Undertakings (Protection of Employment) Regulations 2006 and any other
applicable national regulations implementing the European Council Directive
- Because the parties have entered into the Agreement with the intent that
under no circumstances will either the Services or the Agreement give rise to
any transfer of employment under Transfer Regulations, neither Google, its
affiliates, nor any Replacement Supplier will have any liability for any of
Supplier's current or former Personnel, whether under Transfer Regulations or
Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES
CONTAINED IN THE AGREEMENT, NO OTHER WARRANTIES ARE EXPRESSED OR IMPLIED, INCLUDING
ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Obligations. Supplier will indemnify Google and its
affiliates, directors, officers, and employees against all liabilities, damages,
losses, costs, fees (including legal fees), and expenses relating to any allegation
or third-party legal proceeding (including action by a government authority) to the
extent arising from:
- an allegation that use, possession, or sale of the Products or Services
violates or infringes a third party's rights, including Intellectual Property
- an allegation that any Personnel are entitled to employee compensation,
benefits, or other rights or Transfer Law rights, except to the extent caused by
Google's unlawful acts or omissions.
Remedies. If an injunction preventing continued use
of any Products or Services is threatened or granted, Supplier will do the
following at its sole expense:
- procure the right to continue providing the Products or Services in
compliance with the Agreement; or
- modify the Products or Services to make them non-infringing without
materially reducing their functionality; or
- replace the Products or Services with a non-infringing,
Control of Defence. Google will tender sole control
of the indemnified portion of the legal proceeding to Supplier, but:
- Google has the right to approve controlling counsel, such approval not to be
unreasonably withheld (and which approval may be withheld or withdrawn if there
is a conflict of interest);
- Google may appoint its own non-controlling counsel; and
- any settlement requiring Google to admit liability, pay money, or take (or
refrain from taking) any action, will require Google's prior written consent.
Limitations of Liability.
Liability. In Section 10, "liability" means any
liability, whether under contract, tort, or otherwise, including for negligence.
Exclusion. Subject to Section 10.4, neither party
will have any liability arising out of or relating to the Agreement for:
- the other party's lost revenues; or
- indirect or consequential losses (whether or not foreseeable or contemplated
by the parties at the date Google provides the applicable Purchase Order to
Limitations. Subject to Sections 10.2 and 10.4:
- except as stated in Subsection (b), each party's aggregate liability arising
out of or relating to the Agreement is limited to the greater of the amount
payable by Google to Supplier under the applicable Purchase Order or EUR 50,000;
- each party's aggregate liability under Section 9 (Indemnity) is limited to
the greater of the amount payable by Google to Supplier under the applicable
Purchase Order or EUR 1,000,000.
Exceptions to Limitations. Nothing in the Agreement
excludes or limits either party's Liability for:
- death or personal injury resulting from its negligence or the negligence of
its employees or agents;
- fraud or fraudulent misrepresentation;
- breach of any implied condition as to title or quiet enjoyment;
- breach of Section 8.2(G) (Confidentiality) or 8.3 (Personal Information
- infringement of the other party's Intellectual Property Rights; or
- matters for which liability cannot be excluded or limited under applicable
- Either party may terminate the Agreement:
- immediately for breach of Section 8.2(G) (Confidentiality) or 8.3
(Personal Information Safeguards); and
- upon written notice if the other party materially breaches any other
provisions of the Agreement and fails to remedy that breach within 30 days
after written notice.
- Google may terminate the Agreement for convenience upon 45 days' written
- Termination of the Agreement terminates all outstanding Purchase Orders
effective as of the termination notice date, subject to Section 2.3
Survival. Supplier's obligation to deliver
non-cancelled Product and Sections 1, 2.3, 4.2, 4.3, 6, 7.4(A), 7.4(B), 7.4(D), 8,
9, 10, 11.2, and 12 will survive any termination of the Agreement.
Records. Supplier will maintain in reasonable detail
accurate records relating to the Agreement. For a period of one year after the date
of each Purchase Order, (A) Google and its agents may audit Supplier's relevant
records to confirm compliance with the Agreement, and (B) Supplier will promptly
notify Google and provide Google with reasonably-requested information if a
government authority audits Supplier's business related to the Products or
Force Majeure. Neither party will be liable for
failure or delay in performance to the extent caused by circumstances beyond its
Delegation and Subcontracting. Supplier may not
delegate or subcontract any of its obligations under the Agreement without Google's
written consent. Supplier will remain liable for all subcontracted obligations and
all acts or omissions of its subcontractors.
Background Checks. Supplier will perform sufficient
background checks to ensure that Personnel are not restricted from performing
Services by an applicable government authority.
Assignment. Neither party may assign any part of the
Agreement, without the written consent of the other, except that Google may assign
any rights or obligations under the Agreement to an affiliate.
Change of Control. If Supplier experiences a change
of control (for example, through a stock purchase or sale, merger, or other form of
corporate transaction), Supplier will give written notice to Google within 30 days
after the change of control.
- This Agreement is governed by English law and the parties submit to the
exclusive jurisdiction of the English courts in relation to any dispute
(contractual or non-contractual) concerning this Agreement, but either party may
apply to any court for an injunction or other relief to protect its intellectual
- If the United Nations Convention on Contracts for the International Sale of
Goods and the Uniform Computer Information Transactions Act are otherwise
applicable, the parties expressly exclude them from applicability under the
No Agency. The Agreement does not create any agency,
partnership, or joint venture between the parties, nor does it create the
relationship of employer or employee between Google and Supplier or between Google
and any Personnel.
Notices. All notices of termination or breach must be
in English, in writing, and addressed to the other party's legal department. The
address for notices to Google's legal department is firstname.lastname@example.org. All other notices
must be in English, in writing, and addressed to the other party's primary contact.
Notice will be treated as given on receipt, as verified by written or automated
receipt or by electronic log (as applicable).
Severability. If any term (or part of a term) of the
Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will
remain in effect.
No Waiver. Neither party will be treated as having
waived any rights by not exercising (or delaying the exercise of) any rights under
No Third Party Beneficiaries. The Agreement does not
confer any benefits on any third party.
Entire Agreement; Modification. Subject to Section
10.4(B), the Agreement states all the terms agreed between the parties and
supersedes all other agreements between the parties relating to its subject matter.
Any amendment must be in writing, signed by both parties, and expressly state that
it is amending the Agreement. In entering into the Agreement, neither party has
relied on, and neither party will have any right or remedy based on, any statement,
representation, or warranty (whether made negligently or innocently), except those
expressly stated in the Agreement.