Mandiant Consulting Services Agreement

1. Services.

1.1 Provision of Services. Google will provide the Services, including Deliverables, in accordance with this Agreement subject to Customer fulfilling its obligations under Section 2.1 (Cooperation). Deliverables are considered final upon the earlier of Customer’s written or oral confirmation of acceptance, or ten (10) business days after Google makes the Deliverables available to Customer. 

1.2 Personnel. Google will determine which Personnel will perform the Services. If Customer requests a change of Personnel and provides a reasonable and lawful basis for such request, then Google will use commercially reasonable efforts to replace the assigned Personnel with alternative Personnel. If provided to Google before the start of the Services, Google’s Personnel performing the Services will comply with Customer’s reasonable personnel training policies related to the Services.

1.3 Compliance with Customer’s Onsite Policies and Procedures. Google Personnel performing the Services at Customer’s facilities will comply with Customer’s reasonable onsite policies and procedures made known to Google in writing in advance.

2. Customer Obligations.

2.1 Cooperation. Customer will provide reasonable and timely cooperation in connection with Google’s provision of the Services. Google will not be responsible for a delay caused by Customer’s failure to provide Google with the information, materials, consents, or access to Customer facilities, networks, systems, or key individuals required for Google to perform the Services. If Google informs Customer of such failure and Customer does not cure the failure within 30 days, then Google may terminate any incomplete Services and Customer will pay actual costs incurred by Google for the canceled Services.

2.2 Consents. Customer is responsible for any consents and notices required to permit (a) Customer’s receipt of the Services and (b) Customer’s provision of data (including Customer Data) under the Agreement, and Google’s accessing, storing, and processing of such data in accordance with the Agreement.

3. Data Processing and Security. Google will only access, use, and otherwise process Customer Data in accordance with the Cloud Data Processing Addendum and will not access, use, or process Customer Data for any other purpose. Google has implemented and will maintain technical, organizational, and physical safeguards to protect Customer Data, as further described in the Cloud Data Processing Addendum.

4. Payment Terms.

4.1 Invoicing and Payment. Google will invoice Customer for the Fees. Customer will pay Google all invoiced amounts by the Payment Due Date. All payments are due in the currency described in the invoice. Wire transfer payments must include the bank information described in the invoice. Some fees may be non-cancellable, as specified in the Order Form. Unless otherwise provided in the Agreement or required by law, Fees for Services are nonrefundable.

4.2 Taxes. Customer is responsible for any Taxes, and will pay Google for the Services without any reduction for Taxes. If Google is obligated to collect or pay any Taxes, the Taxes will be invoiced to Customer and Customer will pay such Taxes to Google, unless Customer provides Google with a timely and valid tax exemption certificate in respect of those Taxes.

4.3 Invoice Disputes. Customer must submit any invoice disputes to collections@google.com before the Payment Due Date and identify all disputed amounts and the reasons for the dispute. If the parties determine that Fees were incorrectly invoiced, then Google will issue a credit equal to the agreed amount.

4.4 Overdue Payments.

(a) If Customer’s payment is overdue, then Google may (i) charge interest on overdue amounts at 1.5% per month (or the highest rate permitted by law, if less) from the Payment Due Date until paid in full, and (ii) Suspend the Services if Customer’s payment is overdue for more than 14 days after the Payment Due Date. Google will notify Customer at least 7 days before such Suspension.

(b) Customer will reimburse Google for all reasonable expenses (including attorneys’ fees) incurred by Google in collecting overdue payments except where such payments are due to Google’s billing inaccuracies.

4.5 Purchase Orders. If Customer requires a purchase order number on its invoice, Customer will provide a purchase order number in the Order Form. If Customer does not provide a purchase order number, then (a) Google will invoice Customer without a purchase order number, and (b) Customer will pay invoices without a purchase order number referenced. Any terms on a purchase order are void.

4.6 Expenses.

(a) General. Customer will reimburse expenses as specified in the applicable Order Form.

(b) Litigation Expenses. If Google is requested by Customer or required by applicable law, legal process or government action to produce information, documents or personnel as witnesses with respect to the Services or the Agreement, Customer will reimburse Google for any time, expenses, and liabilities (including reasonable external and internal legal costs or fines) incurred to respond to the request, unless Google is itself a party to the proceeding or the subject of the investigation.

5. Resold Customers. This Section 5 (Resold Customers) applies only if Customer orders the Services from a Reseller under a Reseller Agreement (such Services, “Resold Services”).

5.1 Applicable Terms. For the purposes of Resold Services:

(a) Section 4 (Payment Terms) of this Agreement will not apply;

(b) Reseller Fees will apply and be payable directly to the Reseller, and all prices for Resold Services will be solely determined between Reseller and Customer;

(c) Customer will receive any applicable monetary refunds described in this Agreement from Reseller only;

(d) In the event of termination of this Agreement, Google will send Reseller (and not Customer) the final invoice (if applicable) for payment obligations related to Resold Services. Customer will notify (i) Reseller of any termination of this Agreement and (ii) Google of any termination of the Reseller Agreement;

(e) If Reseller fails to pay an undisputed invoice for Resold Services to Google, Google may Suspend Customer’s access to the Services; and

(f) Section 15.1(b) (Limitation on Amount of Liability) is replaced with “Each party’s total aggregate Liability for damages arising out of or relating to the Agreement is limited to the Reseller Fees Customer paid for the Resold Services during the 12 month period before the event giving rise to Liability.” If Customer or Google brings a claim under the Agreement, then for the purpose of establishing the Liability cap under Section 15.1(b) Customer agrees that: (a) upon Google’s request it will promptly disclose to Google the amount of any Reseller Fees paid and payable under the Reseller Agreement; (b) if applicable, it will procure all necessary consents to disclose such amounts to Google; and (c) it will not object to Reseller disclosing such amounts to Google, and it will waive any claims against Reseller that the disclosure of such amounts is a breach of the Reseller’s confidentiality obligations.

5.2 Confidential Information. Google may share Customer Confidential Information with Reseller as a Delegate subject to General Terms Section 10.1 (Use and Disclosure of Confidential Information).

5.3 Reseller-Customer Relationship. As between Google and Customer, Customer is solely responsible for defining in the Reseller Agreement any rights or obligations as between Reseller and Customer with respect to the Resold Services. Google will not have any Liability arising out of a Reseller’s offering or provisioning of Reseller or third party products or services.

6. Intellectual Property.

6.1 Intellectual Property Rights. Except as expressly described in the Agreement, the Agreement does not grant either party any rights, implied or otherwise, to the other’s content or intellectual property. As between the parties, Customer retains all Intellectual Property Rights in Customer Data, and Google retains all Intellectual Property Rights in the Services and Software.

6.2 Background IP. Customer owns all rights, title, and interest in Customer’s Background IP. Google owns all rights, title, and interest in Google’s Background IP. Customer grants Google a license to use Customer’s Background IP to perform the Services (with a right to sublicense to Google Affiliates and subcontractors). Except for the license rights under Sections 6.3 (Google Technology) and 6.4 (Deliverables) neither party will acquire any right, title, or interest in the other party’s Background IP under this Agreement.

6.3 Google Technology. Google owns all rights, title, and interest in Google Technology. To the extent Google Technology is incorporated into Deliverables, Google grants Customer a limited, worldwide, non-exclusive, non-transferable license (with the right to sublicense to Affiliates), for the maximum term permitted by applicable law, to use the Google Technology in connection with the Deliverables for Customer’s internal business purposes. This Agreement does not grant Customer any right to use materials, products, or services that are made available to Google customers under a separate agreement or license.

6.4. Deliverables. Google grants Customer a limited, worldwide, non-exclusive, fully-paid, non-transferable license (with the right to sublicense to Affiliates), for the maximum term permitted by applicable law, to use and reproduce the Deliverables for Customer’s internal business purposes.

6.5 Feedback. At its option, Customer may provide feedback and suggestions about the Services to Google (“Feedback”). If Customer provides Feedback, then Google and its Affiliates may use that Feedback without restriction and without obligation to Customer, excluding any Feedback marked as Customer Confidential Information.

7. Updates to URL Terms.

7.1 Updates. Google may update the URL Terms, provided the updates do not (a) result in a material reduction of the security of the Services, (b) expand the scope of or remove any restrictions on Google’s processing of Customer Data as described in the Cloud Data Processing Addendum, or (c) have a material adverse impact on Customer’s rights under the URL Terms. Google will notify Customer of any material updates to the URL Terms. Material updates to the URL Terms will be effective 30 days after Customer receives notice of such updates.

7.2 Permitted updates. Section 7.1 (Updates) does not limit Google’s ability to make updates required to comply with applicable law or address a material security risk, or that are applicable to (a) Pre-GA Offerings (as defined in the SecOps Service Specific Terms) or (b) the launch of new Services, features, or functionality into general availability. Notwithstanding Section 7.1 (Updates), material updates to the URL Terms made to comply with applicable law or to address a material security risk will be effective upon notice.

8. Temporary Suspension.

8.1 Services Suspension. Google may Suspend Services if necessary to comply with law or protect the Services or Google's infrastructure supporting the Services.

8.2. Limitations on Services Suspensions. If Google Suspends Services under Section 8.1 (Services Suspension), then (a) Google will provide Customer notice of the cause for Suspension without undue delay, to the extent legally permitted, and (b) the Suspension will be to the minimum extent and for the shortest duration required to resolve the cause for Suspension.

9. Software. Google may make Software available to Customer, including third-party software. Customer’s use of any Software is subject to the applicable provisions in the SecOps Service Specific Terms.

10. Confidentiality. 

10.1 Use and Disclosure of Confidential Information. The Recipient will only use the Disclosing Party’s Confidential Information to exercise its rights and fulfill its obligations under the Agreement, and will use reasonable care to protect against the disclosure of the Disclosing Party’s Confidential Information. Notwithstanding any other provision in the Agreement, the Recipient may disclose the Disclosing Party’s Confidential Information (a) to its Delegates who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Section 10 (Confidentiality); (b) with the Disclosing Party’s written consent; or (c) subject to Section 10.2 (Legal Process), as strictly necessary to comply with Legal Process.

10.2 Legal Process. If the Recipient receives Legal Process for the Disclosing Party’s Confidential Information, the Recipient will: (a) promptly notify the Disclosing Party prior to such disclosure unless the Recipient is legally prohibited from doing so; (b) attempt to redirect the third party to request it from the Disclosing Party directly; (c) comply with the Disclosing Party’s reasonable requests to oppose disclosure of its Confidential Information; and (d) use commercially reasonable efforts to object to, or limit or modify, any Legal Process that the Recipient reasonably determines is overbroad, disproportionate, incompatible with applicable law, or otherwise unlawful. To facilitate the request in (b), the Recipient may provide the Disclosing Party’s basic contact information to the third party. Notwithstanding the foregoing, subsections (a) to (d) above will not apply in exceptional circumstances involving an imminent threat to life or risk or serious physical injury.

11. Marketing and Publicity. Neither party may use the other party’s Brand Features or issue, publish, or present a press release, blog post, speech, social media post, or investor relations call or announcement discussing Customer’s use of the Services, Google’s provision of the Services to Customer, or this Agreement without the written consent of the other party, except as expressly permitted in this Agreement. Subject to the preceding sentence, Customer may state publicly that it is a Google Cloud customer and display Brand Features in accordance with the Branding Guidelines, and Google may orally state publicly that Customer is a Google Cloud customer. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features.

12. Warranties and Remedies.

12.1 Mutual Warranty. Each party represents and warrants that it (a) has full power and authority to enter into the Agreement and (b) will comply with all laws applicable to its provision, receipt, or use of the Services, as applicable.

12.2 Google Warranty. Google will perform the Services in a professional and workmanlike manner, in accordance with practices used by other service providers performing services similar to the Services. Google will use Personnel with requisite skills, experience, and qualifications to perform the Services.

12.3. Remedies. Google’s entire liability and Customer’s sole remedy for Google’s failure to provide Services that conform with Section 12.2 (Google Warranty) will be for Google to, at its option, (a) use commercially reasonable efforts to re-perform the Services or (b) terminate the Order Form and refund any applicable Fees received for the nonconforming Services. Any claim that Google has breached the warranty as described in Section 12.2 (Google Warranty) must be made within 30 days following the date that Google has performed the Services.

13. Disclaimer. Except as expressly provided for in the Agreement, to the fullest extent permitted by applicable law, Google and its Affiliates (a) do not make any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, noninfringement, or error-free or uninterrupted use of the Services or Software and (b) make no representation about content or information received in connection with the Services.

14. Indemnification.

14.1 Google Indemnification Obligations. Google will defend Customer and its Covered Affiliates and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from an allegation that the use of Google Indemnified Materials used in accordance with the Agreement infringe the third party’s Intellectual Property Rights.

14.2 Customer Indemnification Obligations. Customer will defend Google and its Affiliates and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from any Customer Indemnified Materials.

14.3 Indemnification Exclusions. Sections 14.1 (Google Indemnification Obligations) and 14.2 (Customer Indemnification Obligations) will not apply to the extent the underlying allegation arises from (a) the indemnified party’s breach of the Agreement, (b) a combination of the Google Indemnified Materials or Customer Indemnified Materials (as applicable) with materials not provided by the indemnifying party under the Agreement, unless the combination is required by the Agreement (c) modifications to the Google Indemnified Materials or Customer Indemnified Materials (as applicable) by anyone other than the indemnifying party, or (d) compliance with the indemnified party’s instructions, design or request for customized features.

14.4 Indemnification Conditions. Sections 14.1 (Google Indemnification Obligations) and 14.2 (Customer Indemnification Obligations) are conditioned on the following:

(a) Any indemnified party must promptly notify the indemnifying party in writing of any allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and Third-Party Legal Proceeding. If breach of this Section 14.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 14.1 (Google Indemnification Obligations) or 14.2 (Customer Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice.

(b) Any indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

14.5 Remedies.

(a) If Google reasonably believes the Services or Deliverables might infringe a third party’s Intellectual Property Rights, then Google may, at its sole option and expense, (i) procure the right for Customer to continue using the Services or Deliverables, (ii) modify the Services or Deliverables to make them non-infringing without materially reducing their functionality, or (iii) replace the Services or Deliverables with a non-infringing alternative that has materially equivalent functionality.

(b) If Google does not believe the remedies in Section 14.5(a) are commercially reasonable, then Google may Suspend or terminate the impacted Services and Customer’s use of the impacted Deliverables. If Google terminates Services under this Section 14.5 (Remedies), then upon Customer request Google will refund to Customer any unused prepaid Fees that Customer paid to Google for the terminated Services.

14.6 Sole Rights and Obligations. Without affecting either party’s termination or Suspension rights, this Section 14 (Indemnification) states the parties’ sole and exclusive remedy under the Agreement for any third-party allegations of Intellectual Property Rights infringement covered by this Section 14 (Indemnification).

15. Liability.

15.1 Limited Liabilities.

(a) Exclusions. To the extent permitted by applicable law and subject to Section 15.2 (Unlimited Liabilities), neither party will have any Liability arising out of or relating to the Agreement for any

(i) indirect, consequential, special, incidental, or punitive damages or

(ii) lost revenues, profits, savings, or goodwill.

(b) Limitation on Amount of Liability. Each party’s total aggregate Liability for damages arising out of or relating to the Agreement is limited to the Fees Customer paid for the Services under this Agreement during the 12 month period before the event giving rise to Liability.

15.2 Unlimited Liabilities. Nothing in the Agreement excludes or limits either party’s Liability for:

(a) death, personal injury, or tangible personal property damage resulting from its negligence or the negligence of its employees or agents;

(b) its fraud or fraudulent misrepresentation;

(c) its obligations under Section 14 (Indemnification);

(d) its infringement of the other party’s Intellectual Property Rights;

(e) its payment obligations under the Agreement; or

(f) matters for which liability cannot be excluded or limited under applicable law.

16. Term and Termination.

16.1 Agreement Term. The Agreement is effective from the Effective Date until it is terminated in accordance with its terms (the “Term”).

16.2 Termination for Convenience. Subject to any financial commitments in an Order Form or addendum to the Agreement, Customer may terminate the Agreement or an Order Form for any reason with 30 days’ prior written notice to Google.

16.3 Termination for Breach.

(a) Termination of an Order Form. Either party may terminate an Order Form if the other party is in material breach of this Agreement and fails to cure that breach within 30 days after receipt of written notice.

(b) Termination of the Agreement. Either party may terminate the Agreement if the other party (i) is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice, (ii) ceases its business operations, or (iii) becomes subject to insolvency proceedings and such proceedings are not dismissed within 90 days.

16.4 Effects of Termination. If the Agreement terminates, then all Order Forms also terminate. If an Order Form terminates or expires, then after that Order Form’s termination or expiration effective date: (a) all rights to the Services under that Order Form will terminate, unless otherwise described in this Agreement, and Google will stop work on the Services; and (b) Customer will pay for (i) Services, including work-in-progress, performed before the effective date of termination or expiration, and (ii) any remaining non-cancellable Fees. Google will send Customer a final invoice for payment obligations under the Order Form. Termination or expiration of one Order Form will not affect other Order Forms.

16.5 Survival. The following Sections will survive expiration or termination of the Agreement: Section 4 (Payment Terms), Section 6 (Intellectual Property), Section 10 (Confidentiality), Section 12.3 (Remedies), Section 13 (Disclaimer), Section 14 (Indemnification), Section 15 (Liability), Section 16 (Term and Termination), Section 18 (Miscellaneous), Section 19 (Definitions).

17. Insurance. During the Term of the Agreement, each party will maintain, at its own expense, appropriate insurance coverage applicable to performance of the party’s respective obligations under the Agreement, including general commercial liability, workers’ compensation, automobile liability, and professional liability.

18. Miscellaneous.

18.1 Notices. Under the Agreement, notices to Customer must be sent to the Notification Email Address and notices to Google must be sent to legal-notices@google.com. Notice will be treated as received when the email is sent. Customer is responsible for keeping its Notification Email Address current throughout the Term.

18.2 Emails. The parties may use emails to satisfy written approval and consent requirements under the Agreement.

18.3 Assignment. Neither party may assign the Agreement without the written consent of the other, except to an Affiliate where (a) the assignee has agreed in writing to be bound by the terms of the Agreement, (b) the assigning party has notified the other party of the assignment, and (c) if Customer is the assigning party, the assignee is established in the same country as Customer. Any other attempt to assign is void.

18.4 Change of Control. If a party experiences a change of Control other than an internal restructuring or reorganization, then (a) that party will give written notice to the other party within 30 days after the change of Control and (b) the other party may immediately terminate the Agreement any time within 30 days after it receives that written notice.

18.5 Force Majeure. Neither party will be liable for failure or delay in performance of its obligations to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.

18.6 Subcontracting. Google may subcontract obligations under the Agreement but will remain liable to Customer for any subcontracted obligations.

18.7 No Agency. The Agreement does not create any agency, partnership, or joint venture between the parties.

18.8 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Agreement.

18.9 Severability. If any part of the Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.

18.10 No Third-Party Beneficiaries. The Agreement does not confer any rights or benefits to any third party unless it expressly states that it does.

18.11 Equitable Relief. Nothing in the Agreement will limit either party’s ability to seek equitable relief.

18.12 Governing Law. 

(a) For U.S. City, County, and State Government Entities. If Customer is a U.S. city, county, or state government entity, then the Agreement will be silent regarding governing law and venue.

(b) For U.S. Federal Government Entities. If Customer is a U.S. federal government entity, then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY TO THE EXTENT PERMITTED BY FEDERAL LAW, (I) THE LAWS OF THE STATE OF CALIFORNIA (EXCLUDING CALIFORNIA'S CONFLICT OF LAWS RULES) WILL APPLY IN THE ABSENCE OF APPLICABLE FEDERAL LAW; AND (II) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.

(c) For All Other Entities. If Customer is any entity not stated in Section 18.12(a) or (b) then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING THAT STATE'S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

18.13 Amendments. Except as specifically described otherwise in the Agreement, any amendment to the Agreement must be in writing, expressly state that it is amending the Agreement, and be signed by both parties.

18.14 Independent Development. Nothing in the Agreement will be construed to limit or restrict either party from independently developing, providing, or acquiring any materials, services, products, programs, or technology that are similar to the subject of the Agreement, provided that the party does not breach its obligations under the Agreement in doing so.

18.15 Entire Agreement. The Agreement states all terms agreed between the parties, and supersedes any prior or contemporaneous agreements between the parties relating to the subject matter of 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 described in the Agreement. The URL Terms are incorporated by reference into the Agreement.

18.16 Conflicting Terms. If there is a conflict among the documents that make up the Agreement, then the documents will control in the following order (of decreasing precedence): the Cloud Data Processing Addendum, the applicable Order Form, the Agreement (excluding the URL Terms), and any remaining URL Terms.

18.17 Conflicting Languages. If the Agreement is translated into any other language, and there is a discrepancy between the English text and the translated text, the English text will control.

18.18 Counterparts. The parties may execute the Agreement in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument.

18.19 Electronic Signatures. The parties consent to electronic signatures.

18.20 Headers. Headings and captions used in the Agreement are for reference purposes only and will not have any effect on the interpretation of the Agreement.

19. Definitions.

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

“Background IP” means all Intellectual Property Rights owned or licensed by a party (a) before the effective date of the applicable Order Form or (b) independent of the Services.

“Brand Features” means each party’s trade names, trademarks, logos, domain names, and other distinctive brand features.

“Branding Guidelines” means Google’s then-current Google branding guidelines at https://services.google.com/fh/files/misc/external_customer_co_branding_eligibility.pdf, as may be updated by Google from time to time.

“Cloud Data Processing Addendum” means the then-current terms describing data processing and security obligations with respect to Customer Data, at https://cloud.google.com/terms/secops/data-processing-addendum.

“Confidential Information” means information that one party or its Affiliate (“Disclosing Party”) discloses to the other party (“Recipient”) under or in connection with the Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. Customer Data is Customer’s Confidential Information. Confidential Information does not include information that is independently developed by the Recipient, is shared with the Recipient by a third party without confidentiality obligations, or is or becomes public through no fault of the Recipient.

“Control” means control of greater than 50% of the voting rights or equity interests of an entity.

“Covered Affiliate” ​​means a Customer Affiliate that uses the Services under the Agreement.

“Customer Data” means data provided by or on behalf of Customer to Google in connection with receiving the Services.

“Customer Indemnified Materials” means Customer Data, Customer Background IP and any other information, materials, or technology provided to Google by Customer in connection with the Services (in each case, excluding any open source software) and (b) Customer’s Brand Features. Customer Indemnified Materials do not include Google Technology or Deliverables.

“Delegates” means the Recipient’s and its Affiliates’ respective employees, agents, subcontractors, and professional advisors.

“Deliverables” means written reports that are created specifically for Customer as a result of the Services provided under the Agreement.

“Fees” means the product of the amount of Services and Software used or ordered by Customer multiplied by the Prices, plus any reimbursable expenses and Taxes (if applicable).

“Google Indemnified Materials” means the Services and Google’s Brand Features.

“Google Technology” means (a) Google Background IP; (b) all Intellectual Property and know-how applicable to Google products and services; (c) Indicators of Compromise; and (d) tools, code, algorithms, modules, materials, documentation, reports, and technology developed in connection with the Services that have general application to Google’s other customers, including derivatives of and improvements to Google’s Background IP. Google Technology does not include Customer Background IP or Customer Confidential Information.

"Indicators of Compromise" or "Indicators" means specifications of anomalies, configurations, or other conditions that Google can identify within an information technology infrastructure, used by Google in performing the Services.

“including” means including but not limited to.

“Indemnified Liabilities” means any (a) settlement amounts approved by the indemnifying party, and (b) damages and costs finally awarded against the indemnified party by a court of competent jurisdiction.

“Intellectual Property Right(s)” means all patent rights, copyrights, trademark rights, rights in trade secrets (if any), design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world.

“Legal Process” means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, legal procedure, or similar process.

“Liability” means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.

“Notification Email Address” means the email address(es) designated by Customer in the Order Form, or if none exist, the email address for Customer’s primary contact.

“Order Form” means an order form, statement of work, or other ordering document issued by Google under the Agreement and executed by Customer and Google specifying the Services Google will provide to Customer.

“Payment Due Date” means 30 days from the invoice date.

“Personnel” means a party’s and its Affiliates’ respective directors, officers, employees, agents, and subcontractors.

"Prices" means the prices for the Services and Software, as described in an Order Form or amendment to this Agreement.

“Reseller” means, if applicable, the authorized unaffiliated third party reseller that sells the Services to Customer.

“Reseller Agreement” means, if applicable, the separate agreement between Customer and Reseller regarding the Services. The Reseller Agreement is independent of and outside the scope of this Agreement.

“Reseller Fees” means the fees (if any) for Services used or ordered by Customer as agreed in a Reseller Agreement, plus any applicable Taxes.

“SecOps Service Specific Terms” means the then-current General Service Terms and Sections 2(c)(v)(3), 2(c)(v)(4), and 2(c)(xii) of the Mandiant Consulting Service Terms, at https://cloud.google.com/terms/secops/service-terms. For the avoidance of doubt, and except as expressly stated otherwise in the Agreement, the remaining Service Terms in the SecOps Service Specific Terms will not apply to the Agreement.

“Services” means the then-current Mandiant Consulting services described at https://cloud.google.com/terms/secops/services or in an applicable Order Form, excluding any Third-Party Offerings and Training Services.

"Software" means any downloadable tools, software development kits, or other such computer software provided by Google for use in connection with the Services, and any updates Google may make to such Software from time to time, excluding any Third-Party Offerings.

“Suspend” or “Suspension” means disabling or limiting access to or use of the Services or components of the Services.

“Taxes” means all government-imposed taxes, except for taxes based on Google’s net income, net worth, asset value, property value, or employment.

“Third-Party Legal Proceeding” means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).

“Third-Party Offerings” means (a) third-party services, software, products, and other offerings, and (b) third-party operating systems.

“Training Services” means education and certification services related to products and services for individual users, as more fully described in an applicable Order Form. Training Services do not include Deliverables.

“URL” means a uniform resource locator address to a site on the internet.

“URL Terms” means the Cloud Data Processing Addendum and the SecOps Service Specific Terms.

20. Regional Terms. Customer agrees to the following modifications to the Agreement if Customer’s billing address is in the applicable region as described below.