GOOGLE INC. BETA EVALUATION AGREEMENT

• Document Type: FOIA
• Keywords: CONTRACTS
• Keywords: GOOGLE INC
• Collection: FOIA Collection
• Document Number (FOIA) /ESDN (CREST): 0001487901
• Release Decision: RIPPUB
• Original Classification: U
• Document Page Count: 3
• Document Creation Date: June 22, 2015
• Document Release Date: September 29, 2008
• Case Number: F-2007-00886
• Publication Date: November 19, 2004

GOOGLE INC.
BETA EVALUATION AGREEMENT
Google Search Appliance TM Pre-release Version 4.2 and 4.4
(b) (4)
(b) (6)
This Beta Evaluation Agreement for the Google Search Appliance TM Pre-release Version 4.2 and 4.4 (the "Agreement") is
entered into this [19`h] day of [November], 2004, by and between Google Inc., 1600 Amphitheatre Parkway, Mountain View,
California 94043 ("Google") and [the Central Intelligence Agency] ("Evaluator" or "You"). By accepting this Agreement You
enroll in the Google beta program for the Google Search Appliance Pre-release Version 4.2 and 4.4 (the "Beta Program").
1. LICENSE. Subject to the terms and conditions of this Agreement, Google grants to Evaluator a non-transferable,
non-exclusive, limited license to use for the Evaluation Period as defined herein (i) certain proprietary computer programs in
binary executable form only, known as the Google Search Appliance Software (the "Software"), and the proprietary computer
hardware in which the Software is installed (the "Hardware") and (ii) certain proprietary computer software documentation (the
"Documentation"). The Software and Hardware are collectively referred to herein as the "Appliance". The Appliance and
Documentation are collectively referred to herein as the "Product", which definition expressly excludes any search results
produced by the Appliance. The license granted herein shall be limited to solely testing the Appliance internally in a non-
production environment for the sole purpose of providing Google with feedback on the Product's usability and functionality.
Such evaluation may be conducted by installing and operating the Appliance solely to create an index of and search for
content located on a server, or servers, which is or are owned by Evaluator or operated on its behalf. Such searching
capability and results made available by the Product on such authorized server or server(s) are hereby licensed to Your
authorized end-users. This license specifically excludes the use of the Software to index content on any server or servers
which is not or are not owned. y Evaluator or operated on its behalf. This license is further limited to using the Appliance to
index no more thanocuments. A license key that enables the Software may be forwarded to You electronically.
2. TERM; RETURNS. The term of the license granted herein shall be for a sixty (60) day period (the "Evaluation
Period"), commencing on the date of shipment of the Appliance, unless terminated for breach or as otherwise set forth herein.
Google may extend the Evaluation Period in its sole discretion and will notify You in writing in such event. Upon termination or
expiration of the Evaluation Period, You will cooperate with Google in the timely [return of the Appliance]. In the event the
Appliance is not returned to Google within thirty (30) days of expiration of the Evaluation Period, Google may invoice You
Google's then current fee for the Appliance and You shall remit payment within thirty (30) days of the date thereof. Evaluator
may terminate this Agreement and the license hereunder at any time. Upon request, Google will remove Evaluator and Google
data from the Appliance and provide Evaluator access to confirm its data has been removed. Google may terminate the
Agreement prior to expiration of the Evaluation Period upon reasonable prior notice if Google determines in its sole discretion
that it is impractical to continuing offering the Beta Program in light of the feedback received concerning the Appliance.
Further, Google may terminate this Agreement and all licenses herein (i) immediately upon written notice if Evaluator breaches
Section 4 (Confidential Information) or Section 5 (Ownership; Restricted Use); or (ii) upon ten (10) days' written notice if
Evaluator fails to cure any other breach of this Agreement within such ten-day period. Google is providing the Appliance
during the Evaluation Period free of charge.
If this license and Agreement are terminated for breach, or if Evaluator determines that it does not wish to purchase
the Hardware and license the Software, Evaluator shall return the Product and any other Google Confidential Information, as
defined herein, to Google via Google's authorized return shipment process for receipt within ten (10) business days of
termination or the expiration of the Evaluation Period, unless otherwise agreed by Google in writing. In the event the
Appliance is returned to Google, Google will delete any logs containing data obtained from Evaluator during the Evaluation
Period
3. TECHNICAL SUPPORT SERVICES/FEEDBACK. Google shall provide beta technical support services ("BTSS") to
Evaluator during the Evaluation Period. BTSS may include (as determined by Google in its sole discretion) software updates
made available to beta Evaluator during the Evaluation Period. Defective Hardware will be replaced by Google at its sole
discretion. Evaluator is expected to test and provide feedback on these updates in a timely manner. Any copy of an update
made to a physical medium to facilitate the installation of the update onto the Appliance must be erased or destroyed once
installed on the Appliance. 1kemote high bandwidth access, sufficient for downloading upgrade images, to the Appliance must
be permitted by Evaluator, unless separate arrangements are agreed with Google Evaluator will use new beta features in the
Appliance in a timely manner and will provide detailed feedback and notification of any found defects in the software to
a1212liance-beta0google.com. If Evaluator does not provide reasonable and timely feedback on the operation of the
Appliance, Google reserves the right to terminate this Agreement immediately upon written notice to Evaluator and require the
return of the Product to Google.
4. CONFIDENTIAL INFORMATION. You agree not to discuss the details or status of the Beta Program, or any
features delivered as part of such program, with any third party. The Appliance, the Beta Program (including all features,
schedule and results) and this Agreement are confidential and proprietary information of Google and/or its licensors
("Confidential Information"). Neither party shall disclose or cause to be disclosed any Confidential Information of the other
party, except to those employees, representatives, or contractors of the parties who require access to the Confidential
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4.2 and 4.4 Beta Evaluation Agreement
 Information to perform under this Agtcament and who are bound by written agreement not to disclose third-party confidential
or proprietary information disclosed to Evaluator, or as such disclosure may be required by law or governmental regulation.
You agree to take adequate steps to protect all Confidential Information from unauthorized disclosure or use, including to Your
contractors who are not obligated by their agreements with You to protect the confidential information and/or intellectual
property rights of third parties. You further agree that any contractor or representative with access to the Confidential
Information shall sign a non-disclosure agreement that protects the confidentiality of and intellectual property rights of Google
and its licensors in the Appliance. Nothing in this Agreement shall prohibit or limit either party's use of information (a)
previously known to it without obligation of confidence, (b) independently developed by or for it without use of or access to the
other party's Confidential Information, (c) acquired by it from a third party which is not under an obligation of confidence with
respect to such information, or (d) which is or becomes publicly available through no breach of this Agreement. Results,
analyses or other information generated in benchmarking and/or performance testing pursuant to the Beta Program shall be
Confidential Information and shall, at the request of Google, be provided to Google. Neither party shall use the name of the
other party in any news release, public announcement, advertisement, or other form of publicity without securing the prior
written consent of the other. Neither party shall disclose any of the terms of this Agreement to any third party without the prior
written consent of the other, except to the party's auditors or attorneys, or under subpoena duly issued by a court of competent
jurisdiction, or as otherwise required by law or governmental regulation. [Each party acknowledges that damages for improper
disclosure of Confidential Information may be irreparable; therefore, the injured party is entitled to seek equitable relief,
including temporary restraining order(s) or preliminary or permanent injunction, in addition to all other remedies, for any
violation or threatened violation of this Section or Section 5.]
5. OWNERSHIP; RESTRICTED USE. All ownership rights, title, and Intellectual Property Rights in and to the
Appliance shall remain in Google and/or its licensors. "Intellectual Property Rights" means any and all rights existing from
time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark
law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all
applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.
THE APPLIANCE OR ANY PORTION THEREOF MAY NOT BE USED, COPIED, TRANSFERRED, OR MODIFIED
EXCEPT AS EXPRESSLY PERMITTED BY THIS AGREEMENT.
6. WARRANTY DISCLAIMER. YOU UNDERSTAND AND AGREE THAT: (A) THE APPLIANCE IS A BETA PRODUCT
STILL UNDERGOING TESTING AND DOES NOT REPRESENT A FINAL PRODUCT FROM GOOGLE, AND (B) THE
APPLIANCE MAY CONTAIN BUGS, DEFECTS, ERRORS AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM
FAILURES. CONSEQUENTLY, THE APPLIANCE, AND ANY ACCOMPANYING DOCUMENTATION ARE PROVIDED "AS
IS" AND ANY USE THEREOF SHALL BE AT YOUR OWN RISK. GOOGLE AND ITS LICENSORS MAKE NO WARRANTY
OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT. GOOGLE
ASSUMES NO RESPONSIBILITY FOR THE PROPER INSTALLATION AND USE OF THE APPLIANCE. GOOGLE AND ITS
LICENSORS MAKE NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY THE
APPLIANCE. GOOGLE MAKES NO REPRESENTATION THAT GOOGLE (OR ANY THIRD PARTY) WILL ISSUE UPDATES
OR ENHANCEMENTS TO THE APPLIANCE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN THAT EVENT, TO THE EXTENT
PERMISSIBLE, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE TERM. THIS WARRANTY GIVES YOU
SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION.
7. LIMITATION OF LIABILITY. IN NO EVENT WILL GOOGLE OR ITS LICENSORS BE LIABLE FOR: (i) ANY
DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY
OR PUNITIVE DAMAGES, AND INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR INTERRUPTION OF USE OR FOR
LOSS OR INACCURACY OR CORRUPTION OF DATA, LOST PROFITS, OR COSTS OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED (INCLUDING BUT NOT LIMITED TO USE, MISUSE,
INABILITY TO USE, OR INTERRUPTED USE) AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED
TO CONTRACT OR TORT AND WHETHER OR NOT GOOGLE WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF
THE POSSIBILITY OF SUCH DAMAGE REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT
FAILS OF ITS ESSENTIAL PURPOSE; OR (ii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER
INACCURACIES IN THE EXTENDED FUNCATIONALITY OR DESTRUCTIVE PROPERTIES OF THE APPLIANCE. THIS
LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT
APPLICABLE LAW PROHIBITS SUCH LIMITATION. FUTHERMORE, SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND
EXCLUSION MAY NOT APPLY TO YOU. THE APPLIANCE IS PROVIDED WITHOUT CHARGE FOR EVALUATION AND
BETA TESTING PURPOSES ONLY AND THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A
REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT.
8. MISCELLANEOUS. This Agreement is personal to You. You may not assign Your rights or delegate Your
obligations under this Agreement, without the prior written consent of Google, except to the surviving entity in a merger or
consolidation in which You participate or to a purchaser of all or substantially all of Your assets, provided that You notify
Google in writing prior to such assignment, and provided that such surviving entity or purchaser shall expressly assume, in a
writing promptly provided to Google, the performance of all of the terms of this Agreement. Any attempted assignment in
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4.2 and 4.4 Beta Evaluation Agreement
 derogation hereof shall be null and vo,u. Upon termination, the following sections of this Agreement will survive: 2, 4, 5, 6, 7, 8,
9 and 10. [This Agreement shall be governed by and construed in accordance with the laws of the State of California and the
federal U.S. laws applicable therein, excluding its choice of law provisions, and You and Google agree to submit to the
personal and exclusive jurisdiction of the courts located in Santa Clara County, California.] [This Agreement shall be governed
by and construed in accordance with the U.S. law and the laws of the State of California, to the extent applicable.]The parties
specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale
of Goods and the Uniform Computer Information Transactions Act. If any provision of this Agreement is found void and
unenforceable, it shall be replaced to the extent possible with a provision that comes closest to the meaning of the original
provision. The unenforceability of any provision, however, shall not affect the validity of the balance of the Agreement, which
shall remain valid and enforceable according to its terms. THIS AGREEMENT CONSTITUTES A COMPLETE INTEGRATION
OF ALL UNDERSTANDINGS BETWEEN THE PARTIES AND IS THE ENTIRE AGREEMENT BETWEEN YOU AND
GOOGLE RELATING TO THE APPLIANCE AND THE BETA PROGRAM AND ALL TERMS HEREIN. THE TERMS AND
CONDITIONS OF THIS AGREEMENT AND ANY SPECIFICALLY REFERENCED UNIFORM RESOURCE LOCATOR (AS
SUCH URL MAY BE MODIFIED FROM TIME TO TIME, AS PROVIDED HEREIN) SHALL TAKE PRECEDENCE OVER ANY
PURCHASE ORDER, ON-LINE OR CLICK-THROUGH AGREEMENTS, WEB SITE RELATING TO THE SUBJECT MATTER
OF THIS AGREEMENT OR OTHER DOCUMENT WHETHER FORMALLY REJECTED BY GOOGLE OR NOT, AND ANY
CONFLICTING, INCONSISTENT, OR ADDITIONAL TERMS CONTAINED THEREIN SHALL BE NULL AND VOID.
9. U.S. GOVERNMENT RESTRICTED RIGHTS. The Appliance is commercial within the meaning of the applicable
civilian and military Federal acquisition regulations and any supplement thereto. If the user of the Appliance is an agency,
department, employee, or other entity of the United States Government, the use, duplication, reproduction, release,
modification, disclosure, or transfer of the Appliance, including technical data or manuals, is restricted by the terms, conditions
and covenants contained in this Agreement. In accordance with Federal Acquisition Regulation 12.212 for civilian agencies
and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies, the use of the Appliance is further
restricted by this Google commercial software license agreement.
10. AUTHORITY AND AGREEMENT TO BE BOUND. Evaluator represents and warrants (i) that Evaluator has the
power and authority to accept and to bind Evaluator to this Agreement, (ii) that Evaluator has read and understands this
Agreement, and (iii) that Evaluator hereby agrees to this Agreement.
Google Inc. Evaluator:
By: B
(Authorized Signature)
(Authorized Signature) By:
(Print Name) (Print Name)
Title: Title:
Date: Date:
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