GOOGLE INC. BETA EVALUATION AGREEMENT

• Document Type: FOIA
• Keywords: CONTRACTS
• Keywords: GOOGLE INC
• Collection: FOIA Collection
• Document Number (FOIA) /ESDN (CREST): 0001487902
• 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: December 7, 2004

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BETA EVALUATION AGREEMENT
Google Search Appllance1" Pre-release Version 4.2 and 4.4
This Beta Evaluation Agreement for the Googte Search Appliance N Pre-release Version 4.2 and 4,4 (the 'Agreement") Is
entered Into this 15th day of November, 2004, by and between Googte Inc., 1800 Amphitheatre Parkway, Mountain View,
California 94043 ("Googia") and the Central Intelligence Agency ('Evaluator" or "You"). By accepting this Agreement You
enroll in the Google beta program for the Googte Search Appliance Pre-release Version 4,2 and 4.4 (the "Bete 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 es the Googte 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 Mowns by 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 (80) day period (the "Evaluation
Period"), commencing on the date of shipment of the Appliance, unless terminated for breach or as otherwise set forth herein.
Googte 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 destroy the Google Appliance. Evaluator may terminate this Agreement and the
license hereunder at any time. Googte 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, Googte may terminate this Agreement and all licenses
herein (I) Immediately upon written notes If Evaluator breaches Section 4 (Confidential Information) or Section 5 (Ownership;
Restricted Use); or (II) upon ten (10) days' written notice If Evaluator falls to cure any other broach of this Agreement within
such ten-day period. Googte 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 Googte via Googia'e authorized return shipment process for receipt within ten (10) business days of
termination or the expiration of the Evaluation Period, unless otherwise agreed by Googte In writing. In the event the
Appliance Is returned to Googte, Google will delete any loge containing data obtained from Evaluator during the Evaluation
Period
3. TECHNICAL SUPPORT SERVICES/FEEDBACK. Googte shall provide beta technical support services ("BTS8") to
Evaluator during the Evaluation Period. STSS may Inolude (as determined by Google In Its sole discretion) software updates
made available to bete 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. 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 ao fiance-beta(aoaale.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 statue of the Beta Program, or any
featuree 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 Boogie and/or Its Iloeneors
("Confidential Information"). Neither, party shall disclose or cause to be disclosed any Confidential Information of the'other
party, except to those employees, r; epresentatlves, or contractors of the parties who require access to the Confidential
Information to perform under this Agreement 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, Youi 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
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 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 obligatkan 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 shell, 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 he 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 S.
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 low, semiconductor chip protection law, moral rights low, trade secret law, trademark
law, unfair competition law, publicity 6ghts 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.
e. 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
18" AND ANY USE THEREOF SHALL BE AT YOUR OWN RISK. GOGGLE 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. GOGGLE AND ITS
LICENSORS MAKE NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY THE
APPLIANCE, GOGGLE MAKES NO REPRESENTATION THAT GOGGLE (OR ANY THIRD PARTY) WILL ISSUE UPDATES
OR ENHANCEMENTS TO THE APPLIANCE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES, 50 THE ABOVE EXCLU8ION 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 GOGGLE 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 000GLE 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 ONLYAND 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
derogation hereof shell be null and void. Upon termination, the following sections of this Agreement will survIve: 2, 4, g, 6, 7, e,
9 end 10, This Agreement shell be governed by and construed In accordance with the laws of the United States and the laws
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 ivold and unenforceable, It shell be replaced to the extent possible with a provision that
comes closest to the meaning of the original provision. The unenforceablliry of any provision, however, shall not affect the
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 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 GOGGLE 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 SUBJECTi 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 oflthe 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 le furthe(
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.
Googla Inc.
By: By:
(Authorized Signature)
Title:
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Date: Date: I -/ 7 l D (k)ct
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