Google Terms & Conditions

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.

  1. Definitions.
    1. "Background IP" means all IP owned, created, or discovered by a party: (A) before Supplier performs Services, or (B) independent of the Agreement.
    2. "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).
    3. "Deliverables" means custom work product that Supplier creates under a Purchase Order.
    4. "Developed IP" means any IP (other than Background IP) created or discovered by Supplier or Google in connection with the Agreement.
    5. "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.
    6. "IP" means anything protectable by an Intellectual Property Right.
    7. "Personnel" means Supplier (if an individual) and all employees and agents of Supplier and its subcontractors and agents.
    8. "Product" means product, including hardware and software, sold by Supplier, including any Deliverables.
    9. "Purchase Order" means a purchase order (including any incorporated attachments) for Product or Services submitted to Supplier by Google.
    10. "Services" means services provided by Supplier.
    11. "Specifications" means those specifications (if any) identified in a Purchase Order or as the parties may otherwise agree to in writing.
    12. "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.
    13. "Third Party Materials" means any information or materials owned by a third party or any open source materials.
    14. "Warranty Period" means the 12-month period starting on the date Google accepts a Product.
    15. The words "include" and "including" mean "including but not limited to."
    16. Written communication includes email.
    17. When examples are provided in these Terms and Conditions, they are illustrative only and not the sole examples of a particular concept.
  2. Ordering Product and Services.
    1. 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.
    2. 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.
    3. 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.
  3. Product Delivery.
    1. Product Shipping.
      1. 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.
      2. 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 Product shipment.
      3. Import/Export Information. Upon Google's request, Supplier will provide Google with any information Google reasonably requests regarding Product importation, exportation or distribution.
    2. 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 Products.
    3. 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.
    4. Excess Product. Google may return to Supplier, at Supplier's expense, any quantity of Product exceeding that specified in the Purchase Order.
    5. Late Product Delivery.
      1. 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.
      2. 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.
  4. Inspection, Acceptance, Rejection.
    1. 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.
    2. 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.
    3. Defect Replacement Procedure.
      1. For Product that is discovered Defective during the Warranty Period, Supplier will, at its expense and at Google's option,
        1. replace or repair Defective Product and re-deliver such repaired or replaced Product to Google within a commercially reasonable timeframe agreed to by Google,
        2. refund Google the Product purchase price within 30 days of receiving Google's notice that a Product is Defective, or
        3. reimburse Google for the reasonable cost to have the Product repaired within 30 days after receiving Google's invoice.
      2. Supplier is responsible for all costs, damages, and liabilities incurred by Google as a result of Defective Product.
      3. All Products undergoing repair will at all times remain Google's property.
      4. 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.
  5. Payment.
    1. Invoice Issuance and Payment.
      1. 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.
      2. 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.
      3. 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.
      4. Google is not obligated to pay any invoice submitted 180 days or more after a Product is shipped or Services are completed.
      5. 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.
    2. 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.
    3. Taxes.
      1. 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.
      2. 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).
    4. 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.
  6. Product License; Limitations.
    1. Product License Grant.
      1. For those portions of a Product that are Deliverables, Section 7.4 (Services Intellectual Property Rights; Licenses) will apply.
      2. 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.
    2. 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.
  7. Custom Services.

    To the extent that Supplier provides Services, this Section 7 will also apply.

    1. Services Provision. Supplier will:
      1. 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;
      2. provide all materials, equipment, and Personnel necessary for performing the Services unless stated otherwise in the Purchase Order;
      3. provide Google with status reports regarding Supplier's progress on Deliverables, at the frequency requested by Google;
      4. comply with all applicable Google policies if and when Supplier is at Google's facilities.
    2. 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:
      1. require Supplier to re-perform the non-conforming Services at no charge to Google;
      2. re-perform the non-conforming Services itself, or have a third party do this, and charge Supplier the reasonable cost of this re-performance;
      3. accept the Services and obtain a reduction in price; or
      4. reject the non-conforming Services and obtain a refund from Supplier for all amounts paid in relation to these Services.
    3. 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.
    4. Services Intellectual Property Rights; Licenses.
      1. 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)):
        1. Title to the Deliverables will transfer to Google upon delivery.
        2. Google owns any Developed IP.
        3. 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 are created.
        4. 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.
        5. If requested by Google, Supplier will timely perform all acts reasonably necessary to accomplish the assignments and other transactions specified in the Agreement.
        6. 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.
      2. 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:
        1. 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
        2. 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.
      3. Google Resources License.
        1. 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.
        2. 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.
        3. Return. Supplier will return the Google Resources to Google immediately after provision of all Deliverables and Services or any termination of the Agreement.
      4. 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.
      5. 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 Section 7.
  8. Representations and Warranties, Disclaimers.
    1. 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.
    2. Supplier. Supplier represents and warrants that:
      1. 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.
      2. 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.
      3. 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.
      4. Quality. Supplier's performance under the Agreement will be of professional quality and performed consistent with generally accepted industry standards.
      5. 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.
      6. 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.
      7. 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 Google.
      8. 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.
      9. 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 https://www.google.com/about/company/responsible-manufacturing.html or such other URL as Google may provide.
      10. 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:
        1. 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 Subsection (1).
        2. 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.
      11. 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'.
      12. 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.
    3. 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)).
      1. "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 (3) Google's privacy policy (available at https://www.google.com/policies/privacy/ or such other URL as Google may provide).
      2. "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 Protection Law.
      3. To the extent Supplier receives, or has access to, uses or stores Personal Information under the Agreement Supplier will:
        1. immediately notify Google;
        2. 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 Safeguards;
        3. 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;
        4. 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;
        5. 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 vendor-incidents@google.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;
        6. assist Google in responding to individuals exercising their rights under the Data Protection Law; and
        7. 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.
    4. Personnel
      1. Responsibility. Supplier is responsible for:
        1. Personnel's acts and omissions;
        2. staffing, instructing, and managing Personnel performing Services;
        3. determining Personnel's compensation (i.e., any stated rates for Services provided are not wage rates);
        4. any income tax withholding applicable to Personnel;
        5. 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.
      2. Employment.
        1. Unless Google agrees otherwise in writing, Supplier will only use employees to provide Services.
        2. 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.
        3. 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.
      3. Transfer Regulations, No Liability for Personnel.
        1. "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 Replacement Supplier.
        2. "Transfer Regulations" means the Transfer of Undertakings (Protection of Employment) Regulations 2006 and any other applicable national regulations implementing the European Council Directive 2001/23/EC.A.
        3. 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 otherwise.
    5. 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.
  9. Indemnity.
    1. 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:
      1. an allegation that use, possession, or sale of the Products or Services violates or infringes a third party's rights, including Intellectual Property Rights; or
      2. 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.
    2. 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:
      1. procure the right to continue providing the Products or Services in compliance with the Agreement; or
      2. modify the Products or Services to make them non-infringing without materially reducing their functionality; or
      3. replace the Products or Services with a non-infringing, functionally-equivalent alternative.
    3. Control of Defence. Google will tender sole control of the indemnified portion of the legal proceeding to Supplier, but:
      1. 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);
      2. Google may appoint its own non-controlling counsel; and
      3. any settlement requiring Google to admit liability, pay money, or take (or refrain from taking) any action, will require Google's prior written consent.
  10. Limitations of Liability.
    1. Liability. In Section 10, "liability" means any liability, whether under contract, tort, or otherwise, including for negligence.
    2. Exclusion. Subject to Section 10.4, neither party will have any liability arising out of or relating to the Agreement for:
      1. the other party's lost revenues; or
      2. indirect or consequential losses (whether or not foreseeable or contemplated by the parties at the date Google provides the applicable Purchase Order to Supplier).
    3. Limitations. Subject to Sections 10.2 and 10.4:
      1. 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; and
      2. 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.
    4. Exceptions to Limitations. Nothing in the Agreement excludes or limits either party's Liability for:
      1. death or personal injury resulting from its negligence or the negligence of its employees or agents;
      2. fraud or fraudulent misrepresentation;
      3. breach of any implied condition as to title or quiet enjoyment;
      4. breach of Section 8.2(G) (Confidentiality) or 8.3 (Personal Information Safeguards);
      5. infringement of the other party's Intellectual Property Rights; or
      6. matters for which liability cannot be excluded or limited under applicable law.
  11. Termination.
    1. Termination.
      1. Either party may terminate the Agreement:
        1. immediately for breach of Section 8.2(G) (Confidentiality) or 8.3 (Personal Information Safeguards); and
        2. 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.
      2. Google may terminate the Agreement for convenience upon 45 days' written notice.
      3. Termination of the Agreement terminates all outstanding Purchase Orders effective as of the termination notice date, subject to Section 2.3 (Cancellation).
    2. 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.
  12. General.
    1. 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 Services.
    2. Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
    3. 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.
    4. Background Checks. Supplier will perform sufficient background checks to ensure that Personnel are not restricted from performing Services by an applicable government authority.
    5. 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.
    6. 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.
    7. Governing Law.
      1. 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 property rights.
      2. 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 Agreement.
    8. 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.
    9. 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 legal-notices@google.com. 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).
    10. 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.
    11. No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
    12. No Third Party Beneficiaries. The Agreement does not confer any benefits on any third party.
    13. 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.
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