Implementation Services Agreement Online agreement governing advisory and implementation services provided by Google

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Implementation

Services Agreement

To receive the Services described below, Customer agrees to the terms of this Implementation Services Agreement, including any Regional Terms below (the “Agreement”). Together with any applicable Order Form, the Agreement governs Customer’s receipt of Services from Google. “Google” has the meaning given at https://cloud.google.com/terms/google-entity.

1. Services

1.1 Services. Google will provide Services, including Deliverables, to Customer in accordance with the Agreement, subject to Customer fulfilling its obligations under Section 2.1 (Cooperation).

1.2 Change Orders. Any changes to an Order Form require a written amendment signed by Customer and Google.

1.3 Personnel. Google will determine which Personnel will perform the Services. If Customer requests a change of Personnel and provides a reasonable and legal basis for such request, Google will use commercially reasonable efforts to replace the assigned Personnel with alternative Personnel.

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

1.5 Compliance with Customer’s Onsite Policies and Procedures. If provided to Google in writing before the start of the Services, Google’s Personnel performing Services will comply with: (i) Customer's reasonable personnel training policies related to the Services and (ii) for Services performed at Customer’s facilities, Customer’s reasonable written onsite policies and procedures.

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 liable for a delay caused by Customer’s failure to provide Google with information, materials, consents or access to Customer facilities, networks or systems 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: (a) Google may terminate any incomplete Services and (b) in addition to any fees due under Section 7.4(b) (Effect on Payment), Customer will pay actual costs incurred by Google for the cancelled Services, provided Google will make commercially reasonable efforts to mitigate those costs, which will not exceed the Fees.

2.2 Consents. Customer is responsible for any consents and notices required to permit Customer’s use and receipt of the Services.

2.3 No Personal Data. Customer acknowledges that Google does not need to process Personal Data to perform the Services. Customer will not provide Google with access to Personal Data unless the parties have agreed in a separate agreement on the scope of work and any terms applicable to Google’s processing of such Personal Data.

3. Payment Terms.

3.1 Payment. Customer will pay all Fees for Services ordered under the Agreement. Google will invoice Customer for the Fees. Customer will pay all invoiced amounts by the Payment Due Date. All payments are due in the currency described in the invoice. Wire transfer payments will include the bank information described in the invoice. Unless required by law, Fees for some Services may be non-cancellable, as specified on an Order Form.

3.2 Taxes. Google will itemize any invoiced Taxes. Customer will pay invoiced Taxes unless Customer provides a valid tax