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Marketing Services Attachment

Last modified:  December 2, 2022 (view archived versions)

This Attachment will apply to the extent that Contractor provides any Marketing Services, as defined in Section 1.4 (Marketing Services) below. The applicable sections of this Attachment will apply only to the Marketing Services and associated Deliverables provided by Contractor. To the extent this Attachment and the body of the ISA conflict, this Attachment will govern.

1. Definitions.
1.1 Guild” means any collective bargaining organization, labor union, or professional guild, including SAG-AFTRA, British Actors' Equity Association, Asociación Argentina de Actores, Japan Actors’ Union, Directors Guild of America, Writers Guild of America, American Federation of Musicians, BMI/ASCAP, IATSE, and Teamsters.
1.2 Influencer” means any individual, Talent, personality, creator, or expert, or any group or organization, that provides endorsements or testimonials of Google or its products or services, whether online or offline. Influencers engaged, managed, or compensated by Contractor constitute Personnel. Content created or posted online by Influencers will be referred to as “Influencer Content.”
1.3 Licensed Marketing Data” means active or inactive data purchased, collected, shared, or otherwise received from Contractor for the purposes of identifying third party contact information. Licensed Marketing Data may include email addresses, telephone numbers, physical addresses, social networking profiles and usernames (such as Twitter handles, LinkedIn account names), web addresses, and business titles.
1.4 Marketing Services” means event management and production, market research and insights, promotional goods (“swag”) design and production, public relations services, and creative services and production, including creative concepting, creative strategy, creative design, campaign assets and support, brand strategy and design, naming, product marketing strategy, content strategy, copywriting and content production, content localization, customer relationship management, email and direct marketing, digital and interactive marketing asset development (including websites, apps, and online games), digital optimization, home page promotions, licensing services, film and animation development and production, photography, 3D and fixture development and production, brochure and point of sale display design and production, retail fixtures and fittings, print production, social media content production, social media community management, social media listening and analysis, Influencer marketing, localization services, translation services, transcreation services, and Talent agency services.
1.5 “Minor” means a person under the age of majority in the applicable jurisdiction(s).
1.6 Personal Information” has the meaning given to it in the Information Protection Addendum referenced in ISA Section 6.6 (Privacy and Security).
1.7 Production Guidelines” means the guidelines governing all production work, including events, as provided by Google to Contractor in writing or available at the URLs Google specifies in writing, as may be updated from time to time (email to suffice in both cases). The Production Guidelines may vary by region, and may have requirements in addition to this Agreement, including triple bidding, additional insurance requirements, handling or adapting to major events or public health risks (such as COVID-19), and production wrap-up processes.
1.8 Prohibited Services” include:
  (A) The purchase of promotional or advertising space or time in media and any related media buying services without a Media Buying Attachment to the ISA;
  (B) Research services without complying with the Research Services Attachment at https://support.google.com/legal/answer/10051746 and the Marketing Research Guidelines that Google may specify in writing, as may be updated from time to time, or as otherwise provided by Google to Contractor in writing (email to suffice in both cases);
  (C) Software as a Service (“SaaS”), platform, or hosted services without a SaaS Attachment to the ISA;
  (D) Blanket or retainer SOWs that do not describe specific Services or Deliverables;
  (E) Hiring universities or university professors to provide Services or Deliverables that include development of code, websites, or software;
  (F) Producing customized hardware or devices (except for adding images or logos to promotional goods/swag items), whether intended for consumer, enterprise, or security purposes;
  (G) Grants, donations, or commercial co-ventures;
  (H) Temporary staffing services to backfill Google employees or temporarily perform the job duties of Google employees; and
  (I) Large outsourced operations, including call centers and content moderation.
1.9 Rate Card” means, without limiting ISA Section 7.1 (Not Employees), the staffing roles of Contractor Personnel and associated rates for each role, as well as rates for specific Deliverables. These rates are not wage rates, and Contractor retains discretion over Personnel staffing and compensation. Contractor’s Rate Card is available at the URLs Google specifies in writing (email to suffice), as may be updated from time to time.
1.10 Regulatory Age” means an age under the age of consent in applicable privacy laws or regulations, below which specific consent or parental consent requirements apply. The default Regulatory Age for the United States, United Kingdom, Canada, and Mexico is 13, for the Latin America region is 14, for the Europe, Middle East, and Africa region is 16, and for the Asia Pacific region is 15 (collectively, “Default Regulatory Age”). A different Regulatory Age may be specified in a SOW for a specific country or territory not named in the immediately preceding sentence (“Additional Regulatory Age”), and such Additional Regulatory Age may be higher or lower than the Default Regulatory Age.
1.11 Responsible Googler” means the Google project manager who is responsible for completing the project and for the outcome of the project.
1.12 Restricted Entities” means (A) Amazon, Apple, Facebook, Microsoft, Yahoo, TikTok, and any of their respective parent, subsidiary, and affiliate entities, (B) any additional entities identified as a Restricted Entity on a SOW, which will apply only to that specific SOW, and (C) any third party that Google may construe as a potential conflict of interest with Contractor’s provision of Services and Deliverables to Google. Provided Contractor complies with Section 4 (Restricted Entities) of this Attachment, Contractor may work with Restricted Entities, or may work with Restricted Entities in the future. However, Contractor Personnel working on matters for Restricted Entities (such Personnel working on matters for Restricted Entities constituting “Conflicted Staff”) may not work on matters for both Google and Restricted Entities at the same time.
1.13 Talent” means individuals who regularly (full or part time) (A) provide principal or background performing arts or entertainment services including acting, singing, playing a musical instrument, voiceover, and modeling, or (B) receive payment in exchange for having their likeness, name, image, or voice appear in still or audiovisual materials.
1.14 Third Party Materials” means any third party’s proprietary information or materials (including the name, likeness, photograph, voice, or image of Talent or an individual) or open source materials, including Influencer Content, Licensed Marketing Data, and AI training data sets.
2. Marketing Services.
2.1 Payment Prerequisites; Timing and Delays; Communication and Reporting; Tools Owned or Licensed by Google.
  (A) Prerequisites for Google Payment. Google is not obligated to pay any fees or make any payments unless (1) a SOW describes such fees and payments in accordance with this Agreement, and (2) a purchase order for such fees and payments has been issued by Google. Google may reject any Services or Deliverables that are performed or developed before an applicable SOW is executed. Contractor will not charge fees, and Google is not obligated to pay fees, in excess of those stated in an applicable Rate Card. Unless time and materials or hourly billing is expressly authorized in a SOW, Contractor will use the applicable Rate Card to determine its proposed flat fees, fixed fees, milestone fees, or Deliverable-based fees for a project. At any time, including before a SOW is signed, Google may request a staffing plan that contains a breakdown of Contractor’s proposed staffing and fees (and may request comparison against an applicable Rate Card), to be used for Google’s internal benchmarking and analysis. Unless otherwise specified in a SOW, all amounts specified in the SOW (including the invoice, fees, and expenses) will be in US dollars. Any currency exchange comparisons or calculations under this Agreement will use the applicable exchange rates published at www.Bloomberg.com unless other exchange rates are agreed in writing in a SOW (“Exchange Rates”). If the SOW expressly states that Contractor may invoice in a currency other than US dollars, Contractor will calculate the invoiced amounts using the applicable Exchange Rates as of the SOW Effective Date. Each invoice will disclose the Exchange Rates used.
  (B) Timing and Delays. Time is of the essence regarding Contractor’s performance of this Agreement. Contractor will notify the Responsible Googler immediately of any circumstances that might delay Contractor’s completion of the Services or Deliverables by more than 1 business day. Contractor is not responsible for delays in providing Services or Deliverables solely to the extent that such delay is caused by Google’s delay, in which case Contractor's performance may be delayed for an amount of time equal to Google's delay; for clarity, Contractor will not be required to perform work beyond the scope defined in the SOW unless the SOW is amended.
  (C) Communication and Reporting. Unless specified otherwise in the SOW, Google and Contractor will meet at least monthly to discuss project status and Contractor will provide Google with monthly project reporting. All reporting and communication of Deliverables and Services results, if any, will be transmitted to Google via Google Drive unless otherwise agreed by Google in writing (email to suffice).
  (D) Access to Tools Licensed by Google; Access to Google Systems.
    (1)  If, for the purpose of providing Services or Deliverables to Google, Contractor is given access to a tool licensed by Google, Contractor will comply with all applicable terms of the license made available by Google to Contractor (email to suffice). As between the parties, the tool will be Google’s Background IP and the license to such tool will remain Google’s property. Any Google resources provided to Contractor, including physical or technology infrastructure, will remain Google’s property. Contractor will promptly implement any updates provided by Google to the Google resources. Contractor and Personnel may use Google resources solely for the purpose of providing the Services and Deliverables in accordance with the Agreement.
    (2) If Personnel accesses any Google systems (including tools licensed by Google that are hosted or maintained on Google’s internal systems) from any non-Google facility, Contractor will ensure that Personnel meet any remote work or security standards that Google may make available at such URLs as Google may specify in writing (email to suffice), as may be updated from time to time.
    (3) Google may revoke Contractor’s access to Google-licensed or Google-owned systems or tools at any time. Contractor will promptly submit requests to Google for removing Personnel access to Google systems and equipment when they leave or are removed from providing Services.
2.2 General Warranties for Marketing Services. Contractor represents and warrants:
  (A) that all Deliverables (other than Google’s Background IP or Third Party Materials approved by Google in writing to be incorporated into Deliverables) will be original and not previously published in any form unless stated otherwise in a SOW;
  (B) unless otherwise indicated in a SOW, no Contractor Background IP will be used in the provision of any Services;
  (C) that all Services and Deliverables comply with all applicable laws, rules and regulations (including advertising laws and industry guidelines or codes of practice), and will not contain any obscene, blasphemous, libelous or otherwise unlawful content;
  (D) that regardless of the type of Services or Deliverables, if music, sound effects, lyrics, or recording artist Talent (whether singing, performing, speaking, presenting, or otherwise) will be incorporated in any manner, then without limiting anything in this Agreement Contractor will obtain all necessary rights, licenses, permissions, and clearances for Google;
  (E) Contractor will not perform any Prohibited Services;
  (F) Contractor will pay Personnel for all time worked; and
  (G) that despite any stated rates or conditions between Google and Contractor under the Agreement, (i) Contractor will pay Personnel in accordance with, and at levels that meet or exceed, all applicable legal and regulatory requirements, and (ii) the amounts payable by Google under the Agreement sufficiently compensate Contractor for its business purposes.
2.3 Developed IP; Destruction of Google Background IP.
  (A) Notwithstanding ISA Section 4.3 (Developed IP; Deliverables), the Developed IP is a work made for hire to the extent permitted by applicable law, and Google retains all Intellectual Property Rights in the Developed IP.
  (B) Contractor will not destroy any of Google’s Background IP without Google's prior written consent.
2.4 Approvals; Labeling Non-Final Deliverables.
  (A) Under this Agreement, Google approvals are not a waiver of any Contractor obligations. Contractor will not incorporate any statements or claims regarding Google products or services, or any third party's products or services, into any Services or Deliverables without Google’s prior written approval in each case (email to suffice except for Third Party Materials, which must be specified in a SOW). Unless otherwise stated in a SOW, Contractor will obtain Google’s general written approval of campaign plans and specific written approval for all creative work (including all final pre-publication versions) and media schedules prior to publication or use (email to suffice).
  (B) Contractor will clearly and conspicuously label each portion of non-final Deliverables that may contain Third Party Materials not yet approved or cleared for public use as “non-final,” “for placement only,” and “for Google’s internal use only.”
2.5. No Agency; Contractor Signs Agreements in Contractor’s Name Only. Contractor will carry out the Services acting as principal at law. Nothing in this Agreement permits Contractor to act as agent for Google or on Google’s behalf to execute a contract with a third party, including licenses, sponsorships, co-marketing agreements, online platform services, online terms of service, and APIs. Without limiting the preceding 2 sentences, Contractor will sign all licenses and permissions required by this Agreement as the contracting entity, and will not sign as an agent for Google or “on behalf of” Google.
2.6 Guild and Signatory Requirements.
  (A) Contractor Responsible for all Guild Compliance Obligations and Payments. As between Contractor and Google, Contractor is solely responsible for ensuring that Guild members are covered by an appropriate Guild agreement when the Services or Deliverables are within the jurisdiction of a Guild agreement, and for all liabilities and obligations (including properly classifying Talent) to any applicable Guild. For avoidance of doubt: (A) Contractor has no authority to cause Google to incur any obligations under any Guild agreement, including to any Talent or any subcontractors covered by a Guild agreement; (B) nothing in this Agreement obligates Google to enter into any Guild agreement; and (C) Contractor will comply with all, and pay all, obligations required by an applicable Guild agreement, including minimum compensation and break time requirements, residuals and reuse payments, pension and health contributions, credit obligations, and health and safety requirements (including those related to public health risks and pandemics like COVID-19).
  (B) Contractor Will Work With Google’s Signatory, Payroll, Network Clearance, and Distribution Agency. Contractor is required to engage the agency TEAM, or any other successor approved by Google’s Marketing Operations team, for Guild signatory services in the United States and Canada, in accordance with the Production Guidelines. Contractor may engage TEAM or its approved successor for Guild Talent payroll services, network clearance services, and global distribution services as set forth in the Production Guidelines. Where Contractor engages TEAM or its approved successor, TEAM will charge Contractor and Contractor will invoice Google for reimbursement. Contractor is prohibited from marking up any fees or invoices from TEAM.
2.7 Records, Reporting, and Audits.
  (A) Contractor will maintain accurate records of staffing time, in 30 minute increments, for all Personnel providing Services.  At Google's request, during the term of an applicable SOW and for one year after its termination, Contractor will promptly provide Google with detailed and accurate reports (“Reports”), at Contractor’s own expense, in the formats requested by Google, outlining on a line item basis for the period indicated: (i) the status of all Services and Deliverables, including all work in progress, (ii) all actual direct staffing time for Contractor's Personnel providing Services (provided solely for Google’s internal benchmarking and analysis; the parties acknowledge the reporting results will not change the fees for Services and Deliverables already performed unless the applicable SOW expressly authorizes time and materials or hourly billing), (iii) reimbursable and reimbursed expenses, (iv) production costs including invoices for Personnel (for avoidance of doubt, Personnel includes subcontractors and freelancers), and (v) any additional information regarding the Services or Deliverables as Google may request.
  (B) At Google's request, Contractor's Managing Director or higher executive will verify in writing, in the form, substance, and detail that Google requests, that all information in each Report is complete and accurate. At Google's expense, Contractor will provide Google's third-party auditor with all reasonable assistance to verify that all information contained in the Reports are accurate. Google’s audits of Contractor’s records will not include individual payroll information, profitability, overheads or non-billable expenses, or information about Contractor’s other clients.
  (C) Regardless of how Contractor’s fees are calculated for any SOW, the maximum amount Google is obligated to pay Contractor across all SOWs under this Agreement in a single calendar year for a single Rate Card role is capped at the hourly Rate Card rate for the role multiplied by the hours cap stated in the Production Guidelines for the applicable region, country, or market. Without limiting the Production Guidelines, which may contain additional or different caps for specific countries or markets, the hours cap for each region is (i) 1800 hours for North America; (ii) 1675 hours for Europe, Middle East, and Africa; (iii) 1700 hours for Asia and the Pacific region; and (iv) 1800 hours for Brazil. In the event of a conflict between the Production Guidelines and this Section 2.7(C) of this Attachment, the Production Guidelines will take precedence.
2.8 No Publicity. Any written approval from Google of any publicity relating to this Agreement in accordance with ISA Section 6.5 (No Publicity) must be provided by a member of Google’s Marketing Operations team or their successor(s) or designee(s); all other approvals from Google are void. Further, Contractor will comply with the public relations policy at https://support.google.com/amco/answer/9038389?hl=en&ref_topic=9020777 and the award show policy at https://marketing.googleplex.com/how-to/guides/entering-award-shows, or such other URLs as Google may specify, as may be updated from time to time.
2.9 Tax Forms. As between Contractor and Google, Contractor is solely responsible for collecting any necessary tax information from third parties (for example, U.S. Form W-9 from Influencers or Confirmed Winners of a contest) and for providing any necessary tax forms to third parties (for example, U.S. Form 1099 to Influencers or Confirmed Winners of a contest). For avoidance of doubt, ISA Section 3.4(B) (Withholding Taxes) applies to Contractor’s activities under this Attachment.
2.10 Other Entities.
  (A)  Cooperation. Contractor will fully cooperate with other third parties designated by Google in writing from time to time. If the Services involve Contractor’s interaction with media agencies, Contractor will (1) supply all relevant information to media agencies fully and promptly to enable such agencies to meet their own obligations to Google, (2) be responsible for correct copy rotation and supply of copy to media, and (3) be responsible for any surcharges levied by media owners arising from the supply of late or wrong copy due to fault, delay, or error by Contractor.
  (B) No Subcontracting Digital or Interactive Services; No Subcontractors Without Express Authorization. Unless Contractor’s Services include development or use of code, websites, or software, in which case subcontracting is prohibited, Contractor will not subcontract any of its obligations except to subcontractors expressly permitted in an applicable SOW. Contractor is prohibited from subcontracting all Services and Deliverables to a single subcontractor. Contractor will comply with the Production Guidelines and will use reasonable care and skill to: (i) select and appoint third party suppliers in connection with the provision of the Services, (ii) obtain services and products from third party suppliers in the most cost effective manner taking into account the circumstances and quality required, and (iii) structure the relationship with any third party suppliers to obtain the most favorable tax treatment for Google. Without limiting the ISA, Contractor will ensure Personnel (including subcontractors and freelancers) comply with all applicable laws and regulations, including all applicable commercial and public anti-bribery laws.
2.11 Code, Website, and Software Development. If the Services include development or use of code, websites, or software:
  (A) Contractor will comply with the Google Partner Security Documentation at https://g.co/partner-security and is prohibited from subcontracting all or part of the code, website, or software Services or Deliverables.
  (B) Contractor will not purchase any domain names for Google or on behalf of Google.
  (C) Contractor will adhere to Google’s internal coding style guides at https://code.google.com/p/google-styleguide/, or any other URLs Google specifies in writing (email to suffice), as may be updated from time to time, when building any websites for launch on hostnames such as www.google.com and others as determined by Google in its sole discretion.
  (D) Unless Contractor obtains Google’s prior written approval (email is sufficient) in each case, Contractor will ensure that all code, software and website Services and Deliverables: (1) are built and hosted on Google App Engine or other Google-provisioned infrastructure; (2) do not route traffic from Google-owned domains to third-party servers; and (3) will have back-end code written in programming languages approved by Google in advance.
  (E) Contractor will optimize all websites for mobile use. Unless Contractor obtains Google’s prior written approval in each case, Contractor will ensure that all websites work in the latest desktop and mobile versions of Chrome, Safari, Firefox, Edge and Internet Explorer, and any additional browsers required under an applicable SOW.
  (F) During the term of a SOW, Contractor will patch security vulnerabilities in or caused by any Services or Deliverables in a timely manner at no additional charge.
  (G) All web experiences will meet WCAG 2.1 Level AA accessibility, as determined through the use of accessibility scanning tools selected by Google.
  (H) When using third-party code or open source materials, Contractor will not use Third Party Materials without Google’s prior written approval in a SOW, and if approved by Google, Contractor will obtain all necessary third-party rights to the use of Third Party Materials consistent with Section 3.4 (Third Party Materials) of this Attachment. Google will have sole discretion over whether Google or Contractor hosts scripts for projects. Contractor will not use scripts hosted on third party systems.
  (I) To the extent artificial intelligence or machine learning systems (“AI”) will be used or incorporated by Contractor in the Services or Deliverables, Contractor will:
    (1) take reasonable measures to use representative training data sets and ensure the data itself, or the use of AI, does not lead to outcomes that result in prohibited bias or discrimination among Google’s employees or users;
    (2) retain and make available to Google upon request: (i) any training data set(s) used to train and test the AI, (ii) related records including a description of why the data set(s) were selected for training, and (iii) documentation on the programming and training methodologies, processes or techniques used to build, test, and validate the AI;
    (3) provide clear information concerning the AI’s capabilities and limitations, in particular the purposes for which the AI is intended, the conditions under which it can be expected to function as intended, and the expected level of accuracy in achieving its specified purpose;
    (4) if applicable, provide disclosures to notify users when they are interacting with AI if not otherwise obvious to users;
    (5) ensure the AI can adequately deal with errors or inconsistencies and is resilient against attempts to manipulate the data or algorithms;
    (6) ensure the output of the AI system is not implemented unless it has been previously validated by a human;
    (7) provide a system for monitoring the AI while in operation, with the ability to intervene in real time and deactivate the AI if needed; and
    (8) ensure the AI complies with Google’s AI Principles at https://ai.google/principles/, Google’s Responsible AI Practices at https://ai.google/responsibilities/responsible-ai-practices/, or any other URLs Google specifies in writing (email to suffice), as may be updated from time to time. Contractor will also ensure the AI complies with any other written instructions or policies from Google, and all applicable laws and regulations concerning the use of AI.
2.12

Social Media Accounts. In accordance with Section 2.5 (No Agency; Contractor Signs Agreements in Contractor’s Name Only) of this Attachment, Contractor is not permitted to create or sign up for any social media accounts as agent on behalf of Google or click through any social media terms of service as agent on behalf of Google unless expressly required in an applicable SOW. If requested by Google, Contractor will promptly cease any or all social media activity undertaken on Google’s behalf and transfer to Google control of social media accounts managed on behalf of Google. If Contractor will manage, have access to, or grant access to any Google social media account, Contractor will: (A) monitor account activity to immediately halt any breaches or misuse and immediately report such breach or misuse to Google, (B) establish two-factor authentication to secure the account, (C) avoid sharing passwords and follow a standardized process using Google’s Valentine tool (or any other tool as requested by Google) for storing and sharing passwords when necessary, (D) promptly remove access when personnel changes, (E) use a standardized google.com email address as the account email address, (F) not associate Google accounts with personal social media accounts or Contractor-owned social media accounts, (G) set up account access to avoid any potential for lockouts, (H) limit account access to corporate computers and mobile devices, and (I) use any available social media platform tools to restrict each user’s privileges to the least level necessary for each person accessing the account to perform their function.

2.13 Shipping, Manufacturing, and Installation for Promotional Goods, Fixtures, and Event Installations.
  (A) Design and Assembly of Deliverables. Contractor will strictly follow the approved design, materials requirements, and finish standards for Deliverables as provided by Google in writing, and assemble the Deliverables in accordance with directions approved by Google. Deliverable specifications may include drawings, specifications, prototypes, fabrication, and operating manuals.
  (B) Delivery Terms. Unless otherwise specified in the applicable SOW, Contractor will deliver Deliverables DDP (Incoterms 2020) to the delivery location stated in the SOW or purchase order. If no delivery location is stated in the SOW, the delivery location will be the location designated in writing by the SOW’s specified Google point of contact.
  (C) Trade Compliance. When Contractor is responsible for shipping, exporting, or importing Deliverables, Contractor will obtain all authorizations and permits necessary to fulfill all applicable governments' requirements for Deliverables’ shipment. For avoidance of doubt, Contractor and its Personnel will comply with the ISA when obtaining such authorizations and permits, including ISA Sections 8(H) (Compliance with Google’s Procedures, Policies, and Code of Conduct) and 8.2(I) (Compliance with Laws).
  (D) Import/Export Information. Within 2 days of Google’s request, Contractor will provide Google with any information Google reasonably requests for importation, exportation or distribution of Deliverables, including: (1) manufacturer name and address (if different from Contractor), (2) country of origin, (3) Harmonized Tariff System (HTS) classification, (4) Export Control Classification Number (ECCN), (5) information as to whether or not the Deliverable is classified, and (6) any information Google reasonably requests for importation, exportation, or distribution of the Deliverables.
  (E) Packing. Contractor will package Deliverables according to any instructions provided by Google, and if none are provided, then according to good commercial practice to ensure safe arrival of the Deliverables at the delivery location.
  (F) Advance Delivery or Excess Deliverables. Google may refuse any delivery made more than 5 days in advance of the delivery date stated in the SOW and Contractor will re-deliver, and cause its Personnel to re-deliver, the Deliverables on the correct date at Contractor’s expense. Google may return to the Contractor, at Contractor’s expense, any quantity of Deliverables in excess of that quantity specified in the applicable SOW.
  (G) Late Delivery. Without limiting Section 2.1(B) (Timing and Delays) of this Attachment, Contractor will promptly notify Google in writing of any possible delay in the delivery of a Deliverable. If delivery of a Deliverable is or will be late, Google may, at its option: (1) cancel, without liability, all SOWs or portions of SOWs for late Deliverables not yet delivered; (2) require Contractor to, at Contractor’s expense, use best efforts to expedite performance or delivery of the delayed Deliverables; or (3) cover for late Deliverables by sourcing products from another supplier, with all substitute purchases counting toward satisfaction of any purchase commitment under the applicable SOW and any additional costs to cover being recoverable from the Contractor.
  (H) Third Party Consent and Rights of Use. Where the Services require shipment to and assembly of Deliverables at a delivery location owned or operated by a third party, Contractor is responsible for obtaining all authorizations, consents, approvals, or other rights from the third party for completion of Services or receipt and assembly of the Deliverables on behalf of and for the benefit of Google.
2.14 Diversity, Equity, Inclusion, and Sustainability.
  (A) Contractor is prohibited from preparing or sending any targeted or personalized content to an individual recipient based on the recipient’s race, ethnicity, religion, political affiliation, sexual orientation, or health or disability status.
  (B) Contractor is prohibited from collecting study participant’s religious and political affiliation unrelated to a study purpose. Contractor may collect ethnicity related data if a study needs an inclusive participant pool and the researchers describe the collection purpose in the study plan. Contractor is prohibited from studying the behaviors of a group based on race, religion, political beliefs, non-binary gender, sexuality, or health or disability status unless expressly approved by Google in a SOW.
  (C) Contractor is prohibited from collecting race, ethnicity, religion, political affiliation, sexual orientation, or health or disability status for any purpose as part of an event registration without a registrant’s explicit opt-in consent, except for: (1) gender collected for the sole purpose of T-shirt or other clothes sizing; and (2) dietary preferences collected for the sole purpose of menu planning, if such dietary information is collected independently of health/disability status and religion/ethnicity.
  (D) Contractor will comply with: (1) Google’s Inclusive Marketing guidelines, including submitting creative work for Google’s assessment; and (2) all applicable advertising regulation (for example, the gender stereotyping restrictions under the UK Advertising Standard Authority CAP Code).
  (E) To the extent incorporated by Contractor into Services or Deliverables, Contractor will ensure that Contractor’s own claims, materials, or external statements about Contractor’s sustainability efforts will comply with all applicable laws and regulations, including the FTC’s Green Guides.
  (F) To the extent Contractor provides Services or Deliverables related to promotional goods, fixtures, or event installations, Contractor will (1) use best efforts to reduce, repurpose, and recycle materials; (2) consider, propose, and use sustainable materials whenever possible; and (3) cooperate with Google in its sustainability efforts. Contractor will maintain a sustainability and environmental policy and provide such policy upon Google’s request.
  (G) Contractor will comply with Google’s Inclusion Rider attached as Annex B (the “Inclusion Rider”).
2.15 Production. If Contractor is included in the Scope Advisor Program (managed via consultants appointed by Google) then Contractor will comply with the Production Guidelines by involving a Scope Advisor consultant immediately upon submission of their brief to Google, either via Google’s intake tool or by contacting a Scope Advisor consultant directly. If Contractor is not included in the Scope Advisor Program, Contractor must comply with the Production Guidelines, except for those that would require Contractor to contact a Scope Advisor consultant or obtain Scope Advisor consultant approval. The Production Guidelines may, depending on the region, permit markups for certain out-of-pocket production costs such as third party production, photographers, illustrators, editorial services, and publicity. Any other types of production fees or reimbursements may not be marked up. The Production Guidelines may also, depending on the region, set forth fees and procedures for production postponements and cancellations. Any conflict between the Production Guidelines and the ISA will be governed by this Section 2.15 (Production) of this Attachment. Any exceptions or variations under the Production Guidelines will only be permitted if (1) approved in advance by Google (including by email) and (2) done in accordance with the procedures set forth in the Production Guidelines. Google is not, and does not agree to become, contractually bound to AICP guidelines or any other entertainment industry guidelines or standards.
2.16 Expenses and Reimbursements.
  (A) Invoicing; No Hidden Revenue. Contractor will invoice all third party costs and expenses per Section 3.2 (Expenses) of the ISA and Section 2.16 (Expenses and Reimbursements) of this Attachment. All invoices for reimbursement of USD $500.00 or more (or local equivalent) must include the invoice or receipt Contractor received from the third party, except that travel expenses for reimbursement of USD $25.00 or more (or local equivalent) must include the invoice or receipt Contractor received from the third party. Unless expressly stated in the applicable SOW or in the Production Guidelines as permitted by Section 2.15 (Production) of this Attachment, Contractor will invoice for reimbursement at cost and will not make any hidden revenues, income, or profits (whether directly or indirectly and regardless of source) in connection with the Services, Deliverables, or this Agreement.
  (B) Third Party Expenses; Reimbursement. All third party costs and expenses incurred by Contractor in connection with the Services and Deliverables will be paid by Contractor at its own cost unless the costs and expenses, and the third party, are expressly identified in a SOW as a reimbursable cost or expense, in which case Google will reimburse up to the specific amount stated in the SOW in accordance with ISA Section 3.2 (Expenses). Google also has the right to audit these expenses in accordance with ISA Section 12.5 (Records and Audit Rights). Google is not responsible for paying any costs or expenses incurred by Contractor resulting from Contractor’s error (including misclassification of Talent or miscalculation of Guild payments) or that Google did not pre-approve in writing. Further, without limiting Section 6.1 of this Attachment, in the event of termination, expiration, or suspension of a SOW, Contractor will mitigate any cancellation or other charges, and Google will reimburse Contractor only for costs expressly stated as non-cancellable in the applicable SOW.
    (1) Licensing and Guild Expenses.
      (a) Guild Expenses. In accordance with Section 2.6(A) (Contractor Responsible for Guild Compliance Obligations and Payments) of this Attachment, where Guild payments are expressly identified in the SOW as a reimbursable expense, Google will reimburse Contractor up to the amount stated in the SOW.
      (b) Third Party Materials. Where Google has expressly approved the use of a specific, named third party as a subcontractor in the applicable SOW for licensing services, Google will reimburse Contractor for the license cost and the fees of the licensing provider, up to the amount stated in the SOW.
    (2) Travel. Google will reimburse Contractor for travel expenses stated in the applicable SOW provided that such expenses comply with the Google Agency Travel Policy or any other URLs Google specifies in writing (email to suffice), as may be updated from time to time.
    (3) Events. Google will reimburse Contractor for event-related expenses up to the amount stated in the applicable SOW.
    (4) Insurance. Google will not reimburse Contractor for the insurances required by the ISA except as specifically identified on a SOW. Google will not reimburse Contractor for any other insurances (for example, production insurance) unless (i) required by the Production Guidelines; and (ii) the Production Guidelines explicitly state that Google will reimburse Contractor for such insurances. For avoidance of doubt, even if authorized by the Production Guidelines, Google will not reimburse Contractor unless the expense for such additional insurances is identified as reimbursable in the SOW and all other requirements of this Section 2.16 (Expenses and Reimbursements) of this Attachment are met.
    (5) Legal costs or expenses. Google will not reimburse Contractor for any legal costs or expenses except for: (i) preliminary trademark searches in accordance with Section 3.2 (Trademark Searches) of this Attachment, which Google will reimburse up to USD $500.00 (or local equivalent) per campaign in accordance with Section 3.2 (Trademark Searches) of this Attachment; and (ii) contest opinion letters in accordance with Section 9.5 (Contest Opinion Letter) of this Attachment, which Google will reimburse up to the amount stated in the SOW.
  (C) Google Materials. Google owns any fabricated, printed, or purchased materials for which Contractor requests reimbursement under this Agreement. Contractor will promptly ship or securely transfer all such materials to Google upon the earlier of Google's request or any termination or expiration of an applicable SOW.
2.17 India Transportation Logistics. For Services performed in India, Contractor will provide all necessary transportation logistics to Personnel to enable them to perform their obligations from approved Services locations. Contractor is solely responsible for and will not bill Google for any expenses related to such logistics (including any transport, security, or night shift or other allowance), except to the extent Google expressly agrees in writing to pay specific expenses.
3. Intellectual Property.
3.1 Pitches. To the extent that Services involve Contractor’s delivery of pitch-related Services, Contractor retains all rights in pitch content (excluding any Google Background IP or Third Party Materials incorporated in pitch content) unless and until Google selects the pitch for production, except that Contractor grants to Google a perpetual, royalty-free, non-exclusive, worldwide license to use pitch content for the purpose of internal Google distribution, discussion, and evaluation. If Google selects a pitch for production, Google will pay Contractor an amount agreed upon by the parties, and Google will automatically own the pitch content as Deliverables in accordance with the terms of the ISA. Without limiting ISA Section 6.4 (Independent Development), Contractor recognizes that Google may concurrently or in the future develop or purchase information, materials, or services related to or similar to the Deliverables or pitch content, and nothing restricts Google from using such information, materials, or services in any manner or for any purpose.
3.2 Trademark Searches. Contractor may undertake preliminary trademark searches for the purposes of creating proposed Deliverables. If it does so, Contractor’s communications to Google concerning the results of preliminary trademark searches will be limited to identifying the list of potential brand elements that remain available for use. Google will approve or reject in writing the inclusion of such potential brand elements in Deliverables. Google will also determine whether to file for any registrations for such potential trademarks, which will be undertaken at Google’s own cost.
3.3 Asset Delivery and Storage. Contractor will follow all requirements in the Production Guidelines, or any other instructions provided in writing by Google (including by email), regarding production wrap steps, including storage of Deliverables, transmission or shipping of Deliverables to Google, and use of rights management tools.
3.4 Third Party Materials.
  (A) Contractor is solely responsible for obtaining, and for providing all business affairs and other resources necessary to obtain, from all appropriate third parties all necessary rights and licenses for Google to use and exploit all Third Party Materials incorporated into Services and Deliverables worldwide, irrevocably in perpetuity, in all media now known or devised in the future, with the right for Google to transfer or sublicense (collectively, “Default Usage Terms”), unless a different territory, time period, or type of media are expressly identified in an applicable SOW (“Modified Usage Terms”). For avoidance of doubt, all necessary rights and licenses include those relating to musical compositions, sound recordings, audiovisual content, images, other intellectual property, or names or likenesses that are, or are incorporated into, Deliverables. Default Usage Terms and Modified Usage Terms can be amended only by a SOW amendment. Any documents that purport to amend the Default Usage Terms or Modified Usage Terms (if any), including email communications and online terms, are void. When Contractor obtains rights and licenses for Third Party Materials, it will not create any payment obligations for Google (including royalties or payments under Guild agreements such as residuals and reuse fees) arising out of Google’s use or exploitation, other than the payments expressly provided for in an applicable SOW in accordance with Section 2.16 of this Attachment. When negotiating for Default Usage Terms and Modified Usage Terms, Contractor will act in Google’s best interests and seek to negotiate and secure, on behalf of Google, the most advantageous rates, fees, and costs.
  (B) Contractor is not responsible for specific Third Party Materials expressly identified in an applicable SOW as those for which the parties agree that Contractor is not responsible for obtaining such rights and licenses.
  (C) Contractor is solely responsible for preparing its own documents to obtain the rights required by this Section 3.4 of this Attachment in accordance with the requirements of this Attachment, including Sections 2.5 and 2.6, above. Google is not required to review or approve such documents, and any such review or approval that may occur does not constitute a waiver of Contractor’s obligations. If requested by Google, Contractor will cause all persons and entities that provide any portion of the Services or Deliverables under this Agreement, to sign nondisclosure agreements, releases, waivers, or licenses in the form(s) provided by Google, without modifications, in which case Contractor remains responsible for ensuring the forms are filled out correctly and for making any modifications necessary to meet Google’s needs.
  (D) Any permitted Third Party Materials will remain the property of such third parties and subject to their applicable license terms.
  (E) Contractor will notify Google in a SOW of any unusual terms, restrictions, or variations of the license terms needed to enable Google to use and exploit the Deliverables to the full extent anticipated under the SOW. Without limiting anything in this Agreement, Contractor will ensure it notifies Google of all costs, renewal options, and Guild fees and costs for Google’s pre-approval and, for avoidance of doubt, Contractor will comply with Section 2.16 (Expenses and Reimbursements) of this Attachment if Contractor will seek reimbursement from Google.
  (F) If there are Modified Usage Terms, Contractor will notify Google sixty (60) days in advance of the end of each license, permission, or other grant of usage rights. Google may request Contractor extend or renew the Modified Usage Terms in a SOW amendment.
4. Restricted Entities. In order to preserve the confidentiality of Google’s Confidential Information, Contractor represents and warrants that:
4.1 It will establish and maintain, throughout the term of the ISA and for six months after the termination of the ISA, sufficient protections to prevent any exchange of information relating to this Agreement or the Services or Deliverables between Personnel performing Services for Google and Conflicted Staff.  Such protections will include at least the following:
  (A) All Personnel performing Services for Google will agree in writing not to discuss any work performed for Google with any Conflicted Staff, and not to make any of Google’s Confidential Information accessible to any Conflicted Staff.
  (B)  No Conflicted Staff will perform Services for Google or otherwise create or access any of Google’s Confidential Information without express written approval from Google in a SOW.
  (C) Facilities in which Personnel perform Services for Google will remain locked and secured, and Conflicted Staff will be restricted from accessing those facilities.
  (D) All information relating to Services performed for Google will remain segregated from work performed for Restricted Entities, and Conflicted Staff will be restricted from accessing information relating to Services performed for Google using physical and technical access controls.
  (E) Contractor will notify each Personnel in writing of the requirements of the protections regarding Services performed for Google.
4.2 If Contractor desires to provide services to a new third party client of Contractor, or new services to an existing third party client of Contractor, and the Contractor’s performance of such services (including any pitches or proposals) would, if performed, create a conflict of interest with Contractor’s performance of Services for Google (the “Conflicted Services”), then Contractor will notify in writing (email to suffice) Google’s Marketing Operations team, or its successor(s) or designee(s), prior to performing any Conflicted Services. Google will decide, in its sole discretion, and will confirm in writing:
  (A) that the third party is a Restricted Entity and Contractor’s obligations under this Section 4 will apply;
  (B) that the third party is not a Restricted Entity, in which case Contractor may provide services to the third party without any restrictions; or
  (C) that the Conflicted Services represent an irreconcilable risk and Google will terminate the affected SOWs according to ISA Section 11.3 (Termination for Convenience) if Contractor decides to proceed with the Conflicted Services.
4.3 Contractor will immediately notify Google in writing if, at any time during the term of the ISA: (A) any of Google’s Confidential Information is disclosed in violation of this Agreement; (B) Contractor is likely to become unable to perform Services for Google without violating any of the obligations stated in this Section 4; or (C) Contractor engages in any activity for any third party that Google may construe as a conflict of interest with Contractor’s performance of Services for Google. This Section 4 will survive for six months following any termination of the ISA.
5. Additional Defense and Indemnity Terms:
5.1 Obligations. The following subsection is added to ISA Section 9.1 (Obligations):
  (A) any property damage, personal injury, or death relating to the design, manufacture, or installation of the Deliverables by Contractor or its Personnel.
5.2 Exclusions. In addition to ISA Section 9.2 (Exclusions), Contractor’s obligations under ISA Section 9 (Defense and Indemnity) will not apply to the extent the underlying allegation arises from:
  (A) Statements or claims regarding Google products or services, or any third party's products or services, incorporated into any Services or Deliverables with Google’s prior written approval in accordance with Section 2.4 (Approvals; Labeling Non-Final Deliverables) of this Attachment.
  (B) Contractor’s incorporation of Google’s Background IP in Services and Deliverables in the manner approved by Google in writing in advance.
  (C) Specific Third Party Materials expressly identified in an applicable SOW as those for which the parties agree that Contractor is not responsible for obtaining such rights and licenses in accordance with Section 3.4 (Third Party Materials) of this Attachment.
6. Termination or Suspension.
6.1 Contractor may terminate this ISA upon 30 days prior written notice to Google if all outstanding SOWs will terminate or expire before the effective date of termination. Such termination does not limit Contractor’s obligation to comply with Section 4.1 (Restricted Entities) of this Attachment or other terms of this Agreement that survive termination.
6.2 Upon any expiration or termination of the ISA or any SOW:
  (A) Contractor will promptly act to minimize and mitigate any cancellation or other charges. Google will reimburse Contractor for costs expressly set forth as non-cancellable in an applicable SOW.
  (B) At Google’s request, Contractor will provide Google with a detailed written update on the Services that have been performed prior to termination. Contractor will provide all reasonable assistance requested by Google to enable the smooth transition of any Services or Deliverables to Google or its third-party designee. If Contractor’s provision of Services involves any activity relating to a Guild, Contractor will transition all related obligations and agreements directly to Google’s third-party designee.
  (C) Contractor will deliver to Google in accordance with Google's written instructions all draft and final Deliverables, Developed IP, Third Party Materials, Google’s Background IP, and all other information and material generated or acquired by Contractor in its provision of Services under the terminated ISA or SOW(s).
  (D) At Google’s request and subject to any necessary third party approvals, Contractor will assign to Google or its designee, any specified third party supplier contracts dedicated to the performance of the Services or creation of the Deliverables, provided that the terms of such assignment are acceptable to Google.
7. Disaster Recovery and Business Continuity.
7.1 Procedures. During the Term, Contractor will maintain an appropriate disaster recovery and business continuity system in place in accordance with good industry practice that, in the event of emergency or failure (including in connection with an event of force majeure), ensures the continued performance of all systems or services required to ensure the continued performance of the Services in accordance with this Agreement and each SOW. The system procedures will be provided to Google immediately upon written request. Google will have the opportunity to request reasonable amendments to the system procedures that Contractor will implement without unreasonable delay.
7.2 Notifications. In the event of emergency or failure, Contractor will immediately notify the Responsible Google and Google’s nominated representative (if any) of the details of the incident and the expected impact on the Services.
7.3 Testing. Contractor will test its disaster recovery and business continuity plans at regular intervals and demonstrate its business recovery and business continuity procedures to Google on request.
8. Services and Activities Involving Minors.
8.1 Requirements for All Activities Involving Minors. For all Services and Deliverables that may, or are likely to, involve Minors, Contractor will identify if there are Minor participants and verify whether they are Minors. In all Services and Deliverables that are confirmed by Contractor to involve Minors, Contractor:
  (A) is responsible for ensuring that all individuals with physical or virtual access to Minors as part of the Services or Deliverables will be subjected to the background checks required by the ISA, including any fingerprinting requirements, and any other background checks that may be required by applicable laws and regulations;
  (B) is responsible for providing notices to, and obtaining signed consents from, both the Minor and the Minor’s parent or legal guardian (as verified by Contractor), including as required by children’s privacy laws, to permit the Minor to participate in any activity anticipated as part of the Services or Deliverables or grant any necessary rights or consents to Contractor or Google for Google to receive and use the Services and Deliverables, including to receive, process, and use such Minor’s information (including Personal Information), data, feedback, ideas, or Third Party Materials. Such consents may take the form of releases, waivers, NDAs, or informed consents, as applicable for the Services and Deliverables, Contractor will provide such notices and obtain such signed consents prior to processing any Personal Information of a Minor, except to the extent required to provide the notices and obtain the signed consents;
  (C) will comply with all applicable laws and regulations related to a Minor’s participation, including health and safety regulations, employment/labor requirements (including, as applicable, work permits/certificates, criminal record checks, paying into trusts, and hours limitations), the ICO Children’s Code/Age Appropriate Design Code, and children’s privacy laws; and
  (D) is prohibited from collecting, using, or disclosing Personal Information online from Minors in the United States under the Regulatory Age and is prohibited from processing Personal Information about Minors outside the United States under the Regulatory Age unless expressly authorized in a SOW. Contractor will also ensure that no third party confidential information is collected from Minors or shared or used in Services and Deliverables to Google.
8.2 Research Involving Minors. Contractor is prohibited from performing any research services, including those involving Minors, except in accordance with the Research Services Attachment at https://support.google.com/legal/answer/10051746 or such other URLs as Google specifies in writing (email to suffice), as may be updated from time to time.
8.3 Filming and Photographing Minors. For all Services and Deliverables that involve filming or photographing Minors, Contractor is prohibited from depicting Minors:
  (A) under the Regulatory Age using or interacting with any Google products or services unless expressly authorized in a SOW; and
  (B) engaging in any dangerous activities or engaging in activities without adult supervision and use of all necessary safety precautions. Without limiting the foregoing, illustrative examples of prohibited conduct include Contractor recording Minors riding bicycles without helmets, depicting Minors unsupervised in a swimming pool or other body of water, and filming Minors conducting science experiments (or in close proximity to rockets or other explosives) without also ensuring and depicting adult supervision and the use of personal protective equipment such as goggles, masks, and gloves.
8.4 Minors Using Websites, Interactives, and Apps. Contractor is prohibited from designing or developing websites, interactives, apps, or any other online Deliverables intended for use by Minors of any age, or that may be appealing to Minors under the Regulatory Age, or that may otherwise target or direct themselves to Minors under the Regulatory Age, unless expressly authorized in a SOW. This includes online or virtual events intended for use by Minors of any age, or that may be appealing to or otherwise target or direct themselves towards Minors under the Regulatory Age. If authorized in a SOW, Contractor will design and develop all Deliverables, and ensure that all final Deliverables, intended for use by or that may be appealing to Minors under the Regulatory Age do not:
  (A) collect, track, use, disclose or retain Personal Information (including IP addresses, photos, videos, and audio recordings provided by Minors);
  (B) drop any cookies except for first-party Google Analytics cookies used solely for the purpose of measuring the functioning of the Deliverables;
  (C) leave or use any kind of persistent identifier that could identify a user, household, or device except for the first-party Google Analytics permitted by Section 8.4(B) of this Attachment; and
  (D) link out to any third party website, interactive, or app that enables public disclosure of a Minor’s data or is intended for users at or above the Regulatory Age.
9. Services Involving Contests.
9.1 Administration of Contest; Compliance with Laws. To the extent the Services or Deliverables include Contractor administering a Contest as set out in a SOW:
  (A) Contractor will administer the Contest on Google’s behalf, in all countries or jurisdictions requested by Google as stated in the applicable SOW.
  (B) Contractor will be fully responsible for managing and running the Contest in compliance with all applicable laws, including United States sanctions and export laws. This section will govern in the event of a conflict with any other section of the Agreement.
9.2 Contest Rules. Contractor will draft the official rules for each contest (the “Contest Rules”) unless otherwise requested by Google in the SOW. Contractor will localize Contest Rules for each country or jurisdiction participating in the Contest as applicable. Contractor will state clearly in the Contest Rules that Contractor bears full legal responsibility for running the Contest.
9.3 Registration and Bonding. If registration of the Contest is required in a jurisdiction participating in the Contest:
  (A) Contractor will register the Contest on behalf of Google; and
  (B) Google authorizes Contractor to serve as its agent with regard to the registration and bonding of the Contest.
9.4 Prize Fulfillment. Unless otherwise requested by Google in a SOW:
  (A) For each potential winning entry identified by Contractor or Google, as applicable (each a “Potential Winner”) per Contest, Contractor will:
    (1) arrange and process clearance documents as required by Google and, if any, by law as determined by Contractor; and
    (2) conduct an OFAC background check and any other background checks legally required in relevant Contest countries or jurisdictions, as determined by Contractor.
  (B) Contractor will promptly notify and inform Google of all the results and information arising from its performance of the foregoing.
  (C) Contractor will provide all the appropriate localized clearance documents required to perform the foregoing.
  (D) Contractor will notify Potential Winners and confirm them as actual qualified winners in accordance with the Contest rules (each a “Confirmed Winner”).
  (E) As between Contractor and Google, Contractor is responsible for distributing prizes to Confirmed Winners. Contractor will coordinate delivery of the prize(s) to Confirmed Winner(s) unless otherwise stated in the applicable SOW.
9.5 Contest Opinion Letter. If requested by Google in the applicable SOW, Contractor will provide Google with a letter setting out the advice of independent legal counsel, with costs to be paid by Google in accordance with Section 2.16 (Expenses and Reimbursements) of this Attachment on the following aspects of the Contest:
  (A) The classification of the Contest as a skills-based contest, a sweepstakes, or a lottery;
  (B) Compliance with applicable laws in all relevant Contest countries and/or jurisdictions as requested by Google and set out in the applicable SOW;
  (C) Any relevant processes applicable to the Contest, such as registration, translation or bonding; and
  (D) Any applicable advertising disclosures necessary in promoting or running the Contest.
10. Services Involving Events.
10.1 Health & Safety. If the Services and Deliverables include event-related Services, including planning, running, and executing an event for Google, Contractor will:
  (A) Provide prior written notice to the Responsible Googler identified in the applicable SOW and Google’s Marketing Operations team if the Services or Deliverables present a potential hazard to Google employees, assets and or property and obtain approval in writing before proceeding with the provision of the Services or Deliverables;
  (B) Report injuries and damages arising from the provision of the Services and Deliverables as follows:
    (1) any serious injury that requires notification to a reporting agency or governmental body immediately to the Responsible Googler and to Google’s Marketing Operations team.
    (2) all other injuries must be reported to the Responsible Googler and Google’s Marketing Operations team within 24 hours.
    (3) damages to Google property or assets must be reported to the Responsible Googler and Google’s Marketing Operations team within 24 hours;
  (C) Ensure that any preparation, cooking, transportation or serving of food will meet all applicable regulations and standards, including as set by the relevant food standards agency of the country or territory in which the Contractor is providing the Services or Deliverables;
  (D) Ensure that the running of the event complies with any applicable public health code, including as set by the relevant public health agency of the country or territory in which the Contractor is providing the Services or Deliverables;
  (E) Ensure that the event is accessible as follows:
    (1) Ensure that the running of the event complies with any applicable regulations and standards regarding accessibility for individuals with disabilities, as set by the relevant agency of the country or territory in which the Contractor is providing the Services or Deliverables.
    (2) Ensure that the event venue is physically accessible regardless of applicable regulations and standards in the relevant country or territory.
    (3) Provide for any reasonably requested accommodations related to accessibility regarding the running of the event.
  (F) Ensure that Contractor Personnel will be free from alcohol, drugs or any other substances that may cause intoxication at all times when they are providing Services or Deliverables;
  (G) Obtain, maintain, and complete all necessary health and safety documentation and carry out all appropriate risk assessments at the Event premises; and
  (H) For avoidance of doubt, comply with all other applicable sections of this Attachment, including those relating to production, Guilds, Talent, shipping and installation, and digital, interactive, code, website, and software development.
10.2 Authorizations, Permissions, Permits. Contractor will obtain all necessary authorizations, permissions, and permits required for the booking of venues, premises, or other locations if a venue, premise, or other location is required to provide or perform any part of the Services or create any Deliverables. If the Responsible Googler or Google’s Marketing Operations team requests that Contractor work with an internal Google team for the booking and management of any venue, premises, or other location, Contractor will comply and will work in collaboration with such internal team, by involving the internal Google team in obtaining all necessary authorizations, permissions and permits and by working with the internal Google team directly. In accordance with Section 2.5 (No Agency; Contractor Signs Agreements in Contractor’s Name Only) of this Attachment, Contractor will sign all licenses and permissions as the contracting entity, and will not sign as agent for Google or on behalf of Google.
10.3 Event Signage. If Contractor is required to run or execute an event for Google in providing or performing any part of the Services or creating any Deliverables, Contractor will ensure that the event includes prominent signage to the effect that all guests fully consent to being recorded and/or photographed by entering the venue of an event, as well as a notification of Google’s Privacy Policy, in accordance with applicable law. Signage will be clearly displayed at all entrances to an event. Signage will comply with any applicable laws and regulations regarding translation.
10.4 Event Recording. If Contractor is required to run or execute a virtual event for Google in providing or performing any part of the Services or creating any Deliverables, Contractor will obtain permission from all guests to record the event, and will notify guests of Google’s Privacy Policy, in accordance with applicable law.
11. Services Involving Fixtures, Fittings, or Retail Displays.
11.1 Liquidated Damages for Deliverables Shipping. If Google concludes in its reasonable discretion that the remedies in Section 2.13(G) (Late Delivery) of this Attachment are insufficient for any late delivery of fixtures, fittings, or retail displays, then, upon Google’s request, Contractor will pay Google an amount equal to the total last transacted price for each Deliverable not delivered, which the parties acknowledge serves as a reasonable estimate of the damages given (A) the impact of any delay in delivery on Google, and (B) the fact that the precise amount of actual damages will be difficult to ascertain. These amounts will be due 45 days from the date of a Google invoice. At its option, Google may elect to exercise all other remedies provided at law, in equity and in this Agreement instead of accepting liquidated damages.
11.2 Additional Warranties for Deliverables. In addition to the other representations and warranties in the Agreement, including in ISA Section 8 (Representations and Warranties), Contractor warrants that fixtures, fittings, and retail display Deliverables will be free from defects in materials and workmanship; will function as designed under normal operating conditions; will conform in all respects to the requirements of the applicable SOW, Contractor’s Services specifications (if any, and as agreed to in advance by Google), Google’s specifications, and all applicable laws; and will be provided in accordance with generally-accepted industry standards for the following applicable periods, in each case measured from the date of Google’s (or Google agent for delivery) acceptance of the Deliverables (collectively, the “Warranty Period(s)”):
  (A) 3 months for prototype or preliminary versions of a Deliverable;
  (B) 3 months for a graphics Deliverable;
  (C) 3 months for temporary displays (subject to normal wear and tear), including avoiding the cracking of fluted materials;
  (D) 3 months for temporary materials such as paper (subject to normal wear and tear);
  (E) 6 months for batteries;
  (F) 12 months for semi-permanent materials such as sintra, styrene, magnetic substrates and fabrics, and any finishing processes such as separation of mounted materials (laminations or adhesives);
  (G) 12 months for mechanical parts such as recoilers;
  (H) 12 months for lighting and electronic components in permanent displays;
  (I) 12 months for the structural components found in permanent displays;
  (J) 12 months for any other Deliverable component not identified in this Attachment or in an applicable SOW.
11.3 Remedies for Breach of Fixtures Deliverables Warranty. If the fixtures, fittings, or retail display Deliverables do not conform to the warranties in Section 11.2 (Additional Warranties for Deliverables) of this Attachment, Google may: (A) require Contractor to repair or replace any non-conforming Deliverable, at Contractor’s sole cost and expense; (B) elect to accept the non-conforming Deliverables, with an equitable adjustment in the price; or (C) require Contractor to refund or credit Google in full for the price paid by Google for the non-conforming Deliverables, if Google notifies Contractor of such non-conformity within the Warranty Period(s). The cost of repair or replacement will include all reasonable packaging and shipping costs of returning Deliverables to Contractor and re-delivery to Google. These remedies are in addition to any other remedies available under the Agreement or applicable law.
11.4 Survival. Sections 11.2 and 11.3 of this Attachment will survive any termination of the Agreement.
12. Services involving Talent.
12.1 Talent. If Contractor engages any Talent to participate in any marketing activities concerning Google or its products or services (collectively, a “Talent Campaign”), Contractor will comply with this Section 12.
12.2 License to Talent Likeness. All rights related to Talent’s likeness, including Talent’s name, image, and voice are Third Party Materials, and are subject to the Default Usage Terms or Modified Usage Terms specified in the applicable SOW. Without limiting any other obligations, if Talent is (A) part of a Guild, and Google has approved the use of Guild Talent in accordance with Section 12.5 of this Attachment, Contractor will comply with Section 2.17 of this Attachment; or (B) an Influencer, Contractor will comply with Section 13 of this Attachment.
12.3 Exclusivity. Unless Google provides prior written consent in a SOW, during the Term of the applicable SOW, Contractor will ensure that Talent does not at any time participate in any marketing activities with a Restricted Entity. Google may specify additional exclusivity terms in a SOW that Contractor must contractually require Talent to abide by.
12.4 Approvals. Contractor will respond to any Talent Campaign asset that Google sends to Contractor for approval within two (2) business days of receipt. If Contractor does not respond within the two (2) day period, the asset will be deemed approved. Talent will only have reasonable approval over the use of Talent’s Third Party Materials, and Talent will not have approval rights for any other elements of the Talent Campaign.
12.5 Non-Guild Talent Unless Expressly Approved. Contractor will only engage Talent whose participation in the Talent Campaign will not be subject to the terms of any Guild agreements unless otherwise approved by Google in writing in a SOW because Google is not a signatory to any entertainment industry Guild agreements.
12.6 Non-Disparagement by Talent. Contractor will ensure that, during the term of the Talent Campaign, Talent complies with, and will contractually require Talent to abide by, the following provision: “Talent will not knowingly, intentionally or recklessly act or fail to act or become materially involved in any situation which causes material harm to the reputation or image of Google or Google affiliates (as determined by Google in its good faith business judgment).”
12.7 Limitation of Liability for Talent. Contractor will contractually require Talent to agree to the following limitation of liability provision:  “TALENT’S SOLE AND EXCLUSIVE REMEDY FOR CONTRACTOR’S BREACH OF THIS AGREEMENT IS AN ACTION FOR DAMAGES AND TALENT IRREVOCABLY WAIVES THE RIGHT TO SEEK OR OBTAIN EQUITABLE OR INJUNCTIVE RELIEF. NEITHER PARTY BE LIABLE FOR ANY DAMAGES UNDER THIS AGREEMENT IN EXCESS OF THE GREATER OF (i) 25 PERCENT OF THE FEE PAID TO TALENT OR (ii) USD $125,000. NO PARTY WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES.” Any deviations to this language must be authorized by Google in a SOW.
13. Services Involving Influencers.
13.1 Engaging Influencers. Contractor will not engage, manage, or compensate Influencers for participating in any activity relating to this Agreement unless Influencer Services are expressly required under an applicable SOW. As between Contractor and Google, Contractor is solely responsible for, and will ensure Influencer compliance with, all applicable laws, rules, and regulations (including disclosures regarding advertising, paid, or sponsored content).
13.2 Influencer Guidelines. Contractor will ensure that Influencers and Influencer Content comply with the guidelines attached as Annex A (the “Influencer Guidelines”) in addition to the Google Logos and Trademarks Guidelines at https://www.google.com/permissions/logos-trademarks, or any other URLs Google specifies in writing (email to suffice), as may be updated from time to time. Contractor will contractually require each Influencer to abide by the Influencer Guidelines and by any additional product specs or guidelines provided by Google in writing (email to suffice).
13.3 Influencer Content Review. Unless otherwise agreed to in writing by Google and Contractor, Contractor will allow Google to perform at least one round of review of Influencer Content concepts or storyboards prior to publication of Influencer Content. Google’s review of Influencer Content does not relieve Contractor of its obligations under Section 13 (Services Involving Influencers) of this Attachment. For avoidance of doubt, Influencer Content approvals are governed by Section 2.4 (Approvals; Labeling Non-Final Deliverables) of this Attachment.
13.4 License to Influencer Content. Without limiting any Contractor obligations: (A) all Influencer Content, and all rights related to an Influencer’s likeness, including an individual Influencer’s name, image, photograph, and voice, and an organization Influencer’s name and logo, are Third Party Materials, and are subject to the Default Usage Terms or Modified Usage Terms specified in the applicable SOW; and (B) if an Influencer is also Talent, then Contractor will also comply with all provisions of this Attachment regarding Talent; and (C) if an Influencer is a member of a Guild, and Google has approved the use of Guild Talent in accordance with Section 12.5 (Non-Guild Talent Unless Expressly Approved) of this Attachment, Contractor will also comply with Section 2.6 (Guild and Signatory Requirements) of this Attachment.
13.5 Training; Monitoring; Compliance. During the term of this SOW, Contractor will establish an ongoing training program for Personnel and Influencers, and will regularly monitor Influencers and Influencer Content to ensure their compliance with (i) the Influencer Guidelines (including ensuring Influencer Content will not infringe upon any third-party rights and that Contractor has obtained all necessary rights and licenses to Third Party Materials within Influencer Content), (ii) all applicable laws and regulations, including those relating to advertising, endorsements, and disclosures of paid or sponsored content, and (iii) any specifications set forth in the applicable SOW. At the end of each month during which Contractor provided Influencer Services or at the end of each Influencer campaign (whichever is earlier), Contractor will certify its compliance with these obligations and provide a detailed report explaining how it satisfies its obligations in Section 13 (Services Involving Influencers) of this Attachment. Contractor will inform all Personnel and Talent that they can report any non-compliance with FTC guidelines related to the Services and Deliverables to marketing-governance@google.com.
13.6 Non-Compliance and Content Removal. If Contractor finds Influencer non-compliance with any part of Section 13 (Services Involving Influencers) of this Attachment, either as a result of its monitoring in accordance with Section 13.5 (Training; Monitoring; Compliance) or otherwise, Contractor will: (A) immediately notify the Responsible Googler and Google’s Marketing Operations team, and (B) use best efforts to ensure that the applicable Influencer or third party immediately deletes or amends any non-compliant content. If Google requests the removal and deletion of any Influencer Content at any time for any reason, Contractor will use best efforts to ensure the specified Influencer Content is removed and deleted within 24 hours after receiving the request. If Google determines, in its sole discretion, that any Influencer or any Influencer Content fails to satisfy the requirements of these Influencer Guidelines, upon Google’s request Contractor will use best efforts to ensure the specified Influencer Content is removed or deleted within 12 hours after the request.
13.7 Record Keeping Requirements. Contractor will upload the full version of each unique asset and the requested information into the Google-provided repository at https://forms.gle/6wLutB335w7tA6Qn7 (or such other URL as Google may specify) for record-keeping purposes. For example, for a video asset, Contractor will upload the full video and not just a snippet or a screengrab. Google may withhold any payment until such uploads are complete.
13.8 Default Branding. Contractor will ensure Influencers use “Google” to identify Google as the sponsoring brand unless alternative branding is required by the SOW.
14. Services involving Licensed Marketing Data.
14.1 Permitted Purposes. Licensed Marketing Data may be used by Google for the permitted purposes of market research related to Google products and services and direct marketing of Google products and services (the “Permitted Purposes”). For avoidance of doubt, Contractor will conduct research in accordance with the Research Services Attachment at https://support.google.com/legal/answer/10051746 or any other URLs Google specifies in writing (email to suffice), as may be updated from time to time.
14.2 License. If Contractor will be licensing or otherwise providing Licensed Marketing Data to Google as part of the Services or Deliverables, then Contractor will obtain all necessary rights and permissions per Section 3.4 of this Attachment, including the following specific rights for the Permitted Purposes, subject to the Default Usage Terms or Modified Usage Terms specified in the applicable SOW:
  (A) host, store, copy, reproduce, distribute, perform, display, and otherwise use the Licensed Marketing Data;
  (B) enhance, modify, adapt, transform, develop, create derivative and/or new works based on or derived from Licensed Marketing Data;
  (C) use Licensed Marketing Data in combination with any other content;
  (D) extract data from and/or reuse Licensed Marketing Data with multiple Google data sets; and
  (E) sublicense the rights granted in this Agreement to Google’s affiliates and contractors.
14.3 Warranties; Non-infringement; Scrubbing; Consent; Accuracy. In addition to the other representations and warranties in the Agreement, including in ISA Section 8 (Representations and Warranties), Contractor represents and warrants as follows:
  (A) Licensed Marketing Data will not infringe or misappropriate the rights of any third party, including intellectual property rights and privacy rights;
  (B) Consent will be obtained from the data subject only after the data subject has been provided with Contractor’s privacy policy and any other data collection or processing notices required by law.
  (C) Contractor will ensure data subjects consent affirmatively and unambiguously to Contractor’s use of the data as Licensed Marketing Data for the Permitted Purposes. Further, Contractor will ensure any consents apply to Google’s use of the Licensed Marketing Data for the Permitted Purposes before transmitting any Licensed Marketing Data to Google.
  (D) When Licensed Marketing Data includes telephone numbers of data subjects (whether for telephone calls, text messages, short message services (“SMS”), or any other purpose), then Contractor will:
    (1) ensure, prior to transferring the Licensed Marketing Data to Google, that a scrub has been conducted on the Licensed Marketing Data against the United States National Do Not Call Registry or other governmental do not call registries in the states, countries, or regions where the data subjects of the Licensed Marketing Data are located;
    (2) ensure that any such telephone number has been obtained from the data subject through a transparent two-factor authentication consent process and that any such consent includes the right for Google to contact the data subject via telephone call and text message/SMS using an automatic telephone dialing system or autodialer, as defined by the Telephone Consumer Protection Act of 1991, 47 U.S.C. Section 227, the Federal Communications Commission, or state laws and regulations, regardless of whether Google intends to contact the data subject via an autodialer;
    (3) scrub the Licensed Marketing Data to ensure the data subject is still the owner of the telephone number and has not revoked consent; and
    (4) indicate if the telephone numbers are: (i) landline numbers; or (ii) wireless, cell, or mobile numbers.
  (E) Contractor has a policy and process for monitoring and logging consent revocations (including opt-out requests), and any such revocations or opt-outs have been properly handled and documented in accordance with such policy.
  (F) When Contractor receives revocation of consent from any data subject, or any opt-out request, then Contractor will notify the Responsible Googler or their successor of said revocation or opt-out within 48 business hours of receiving the revocation or opt-out request, and will update the Licensed Marketing Data within 48 business hours using the delivery method specified in the SOW.
  (G) Licensed Marketing Data is accurate and up to date. Contractor will not provide Google with any Licensed Marketing Data in which consent has been revoked prior to the execution of a SOW or prior to the delivery of an updated data set to Google.
  (H) In the event of a conflict between the Information Protection Addendum referenced in ISA Section 6.6 (Privacy and Security) and this Section 14, the Information Protection Addendum takes precedence.
14.4 Retention of Rights. As between the parties:
  (A) Contractor retains all rights in Licensed Marketing Data unless otherwise stated in an applicable SOW; and
  (B) Google retains all rights in Google products and services and any content created, submitted, or used in connection with the Google products and services, including: (i) updates, corrections to, or verifications of Licensed Marketing Data obtained from any source other than Contractor; and (ii) Google-created content, such as a Google quality control team’s corrections to Licensed Marketing Data.
14.5 No Other Restrictions. For avoidance of doubt, nothing in this Agreement:
  (A) requires Google to use any Licensed Marketing Data in Google products and services;
  (B) restricts Google from using content or data it obtains elsewhere; or
  (C) restricts Google from exercising any rights it has at law.

 

Annex A

Influencer Guidelines

1. General.
  (a) Influencers will only make statements that reflect their honest beliefs, opinions, findings, or experiences.
  (b) Influencers will be bona fide users of products or services at the time they make any statements or endorsements concerning those products or services.
  (c) Influencers will not make any claims (whether about Google, its products or services, or about any competitor or its products or services) that are deceptive, misleading, unsubstantiated, not representative of typical user experiences, or that otherwise could not be made by Google directly. Keep in mind claims could be expressly stated or implied, so Influencers must consider what a reasonable consumer might infer from the Influencer’s statements.
  (d) Influencers will not engage in or associate with any defamatory, offensive, racy, violent, intimidating, morally dubious, unsafe or illegal activity (as determined in Google’s sole discretion).
  (e) Influencers will not infringe upon any third-party privacy rights, publicity rights, or intellectual property rights and will obtain any necessary written consents or releases from relevant third parties prior to disseminating Influencer Content.
2. Disclosures.
  (a) Influencers will clearly and conspicuously disclose any material connection to Google in all Influencer Content or other communications regarding Google or its products or services, regardless of whether the content or communication is within the scope of the Influencer’s agreement with Google.  Specifically:
    (i) If Influencer is paid for Influencer Content, then Influencer will disclose that they were paid using, at a minimum, the words “ad”, “paid,” or “sponsored,” or the equivalent translated phrase(s) if the Influencer Content is not in English.
    (ii) If Influencer received some other form of consideration from Google (i.e. free products or access to a Google service), Influencer will disclose the specific nature of the consideration received from Google; and
    (iii) If Influencer has some other material connection with Google (i.e. the Influencer is a contractor providing services to Google or is a “street team” member or “brand ambassador”, etc.) Influencer will disclose the extent of their relationship with Google and their participation in any Google program.
  (b) Influencers will use all available paid content/sponsorship/partnership disclosure tools on every platform where the Influencer posts Influencer Content. If the platform asks the Influencer to identify the sponsoring brand, the influencer will use either “Google” or the Google brand indicated in the SOW.
  (c) All disclosures must be positioned in close proximity to any statements about Google or its products or services, and prominent enough for users to easily see, hear, and understand the disclosures taking into consideration the nature of the format to ensure disclosure is still made in a small space or short time. At a minimum, Influencer will follow these format specific disclosure rules:
    (i)

Text-based content (including text-based posts about, or linking to, video content) will include appropriate disclosures within the first three lines of the content and always “above the fold”. For example "Ad" or "Paid" may be an appropriate disclosure in instances where Influencer has received consideration or where Google has the right to editorial control of the Influencer Content.

Example: An endorsement in one tweet followed by a disclosure in a second tweet, or a disclosure on a separate page (like on an “About Me” page), is not adequate.

    (ii) If a content platform allows the use of hashtags, Influencer will also include an appropriate disclosure in hashtag format. The disclosure hashtag must be the first hashtag in a string and cannot be mixed among other hashtags such that a user would be unlikely to notice the disclosure.
    (iii) Photographic content will superimpose an appropriate text-based disclosure in a manner that is legible and ensures users have sufficient time to notice and read the disclosure.
    (iv)

Audiovisual content will include appropriate audio and visual disclosures in the beginning of the video, with additional audio and visual disclosures repeated periodically in close proximity to any discussion of Google or its products or services (at least once every 5 - 10 minutes). At a minimum, the visual disclosures must include text-based disclosures within the video (not just in the description), and an appropriate audio disclosure, such as:

  • This video/post was sponsored by Google.”
  • “Check out my new sponsored post about Google!”
  • “Google paid me to make this video/post.”
  • “This is an ad for Google.”
  • “Includes paid promotion for Google.”
  • “Sponsored by Google.”

Example: Disclosing only in the “description” field of a YouTube video or hiding #ad after a “see more” link in an Instagram post is insufficient.

Example: Audio disclosures that are quieter than the rest of the video, or visual disclosures that are light grey font on a white background, or that use a small size font, or that quickly flash on screen, are not adequately clear and conspicuous.

3. Compliance.
  (a) Platform Terms. Influencer will comply with all terms of service, community guidelines and similar policies of any platform on which they post Influencer Content.
  (b) Compliance with Laws. The Influencer Guidelines establish the minimum expectations that Influencers must satisfy. Influencers will comply with all applicable laws and regulations, including those relating to advertising, endorsements and disclosures of paid or sponsored content, which may require additional disclosures or actions beyond those set forth in the Influencer Guidelines.
  (c) Press Inquiries. Influencer Content may generate press inquiries, in which case Influencer will first ask Contractor to obtain written approval from Google before communicating with the press about Google or its products or services. These Influencer Guidelines also apply to any communications between Influencers and the press.
  (d) Content Removal. If Google or Contractor requests that any item of Influencer Content created within the scope of this ISA be removed and deleted, Influencer will remove and delete such Influencer Content within 24 hours after receiving the request. If Influencer or any Influencer Content fails to satisfy the requirements of these Influencer Guidelines (as determined in Google’s sole discretion), Influencer will remove the specified Influencer Content as requested by Google or Contractor within 12 hours after the request.
  (e) Modification. Google may unilaterally modify the Influencer Guidelines at any time by written notice to Contractor.

 

Annex B

Inclusion Rider

1. Statement of Purpose
1.1 At Google, we are on a journey to fully integrate diversity, equity, and inclusion into the way we work. We have learned that a diverse mix of voices leads to better discussions, decisions, and outcomes for everyone. Our agency contractors are critical to this mission, as they help us focus on and develop creative messages that resonate with Google users.
1.2 It is our hope that we can build a more inclusive future and meet our industry needs together. To do that, we desire that you, our Contractor, commit to injecting diversity, equity, and inclusion in all aspects of your work.
1.3 The purpose of this Inclusion Rider is to set out strategies and processes to increase representation in Contractor’s work for Google, particularly when Contractor is providing creative services to Google.
1.4 Contractor will perform Marketing Services for Google, keeping in mind the following principles:
  (A) Principle 1. Reflect diversity in creative work; shine a spotlight on stories and perspectives that aren’t accounted for.
  (B) Principle 2. Empower diverse voices throughout the entire creative process, from concepting to production, from off screen to on screen.
2. Definitions.
2.1 Underrepresented” means an individual or group that is traditionally underrepresented or underserved, including individuals or groups that identify themselves as females, non-binary, Latinx, Black+, Asian or Pacific Islander, Indigenous, having a mental or mobility disability, Lesbian Gay Bisexual Transgender or Queer+.
3. Off Screen Roles.
3.1 Where Contractor undertakes Marketing Services for Google which require Contractor to create audiovisual Deliverables, Contractor will do the following:
  (A) Directors. For each piece of creative that Contractor produces or creates for Google which requires a director, Contractor will:
    (1) Consider one (1) individual who identifies as female and one (1) individual who identifies as otherwise Underrepresented for each role.
  (B) Other Significant Off-Screen Roles. For each piece of creative that Contractor produces or creates for Google which requires a Significant Off Screen Role (as defined below), Contractor will:
    (1) Consider one (1) individual who identifies as female and one (1) individual who identifies as otherwise Underrepresented for each role.
    (2) A “Significant Off Screen Role” means a role which includes direct responsibility for content creation, and where Contractor would reasonably be expected to consider two or more individuals for the applicable role, for example, lead writer, director of photography/cinematography, lead editor.
4. On Screen Roles.
4.1 Casting and talent. Where Contractor undertakes Marketing Services for Google which require Contractor to cast roles or hire talent, Contractor will consider the following individuals for the following roles:
  (A) Lead Roles. Consider at least two (2) individuals who identify as Underrepresented for each lead role to be cast, dependent on the storyline and/or script.
  (B) Supporting Roles. Consider two (2) individuals who identify as Underrepresented for each supporting role, dependent on the storyline and/or script.  For the avoidance of doubt, if Contractor is not considering two or more candidates per supporting role, then Contractor is not required to comply with this Annex B Section 4.1(B).
4.2 Contractor will fill on-screen roles in line with the demographics of the setting of the applicable story, and in line with the needs of the story or marketing materials.
5. Creative.
5.1 Diverse Storylines and Scripts. For each engagement where Contractor is required to create a storyline, script, or concept for Google’s marketing materials, Contractor will do the following:
  (A) Focus on Diverse Storylines and Diverse Characters. Present at least one storyline that addresses or focuses on or around an Underrepresented individual or group for Google to consider producing. For clarity, Contractor will present an Underrepresented individual as the lead of the storyline; if the focus of the storyline is a group, Contractor will present an Underrepresented group as the lead of the storyline.
  (B) Supporting Roles. Present at least one storyline that features Underrepresented individuals or groups in supporting roles.
  (C) Location/Settings. Consider setting the creative in locations that have higher percentages of Underrepresented groups.
  (D) Localization and cultural context. When developing a global campaign, Contractor will seek input from Contractor’s local agency counterparts where available, in order to scale campaigns to regions, considering local stories and nuances.
5.2 Compliance. For the avoidance of doubt, Contractor will have fulfilled its obligations under this Section 5.1, regardless of whether Google decides to move forward with a storyline that does not feature an Underrepresented individual in a lead or supporting role.
6. Reporting.Contractor will maintain accurate records of compliance with this Inclusion Rider, for all Marketing Services which are applicable. At Google’s request, during the term of an applicable SOW and for one year after its termination, Contractor will provide Google with accurate reports (the “Inclusion Rider Reports”), for the period or creative indicated, covering: (A) if applicable, whether Contractor complied with Annex B Sections 3, 4, and 5; and (B) if Contractor was unable to comply with its obligations in Annex B Section 3, 4, or 5, why it was unable to do so. All reporting will be transmitted to Google via Google Drive unless otherwise agreed by Google in writing (email to suffice).
7. Compliance.
7.1 Google reserves the right to audit Contractor’s compliance with this Inclusion Rider, based on requesting the Inclusion Rider Reports as set out in Annex B Section 6.
7.2 Non-Compliance with Inclusion Rider. Based on the results of the Inclusion Rider Reports finding non-compliance with this Inclusion Rider, the following steps will be taken:
  (A) Discussion of results. Contractor will be prepared to discuss its results with Google’s Marketing Operations Team, Agency Relations Teams, and Google’s CMO. In particular, Contractor may demonstrate that it used commercially reasonable efforts to comply with this Inclusion Rider.
  (B) Turnaround Plan. Contractor will, within 60 days (or such other timeline that Contractor may agree in writing, including via email) of Google notifying Contractor of non-compliance in accordance with this section 7.2, provide to Google a copy of the turnaround plan that Contractor is implementing to improve results.
  (C) Review of Turnaround Plan. Within 30 days (or such other timeline that Contractor and Google may agree in writing, including via email) of Contractor submitting its turnaround plan, Contractor and Google will discuss its implementation and review metrics associated with that plan.
  (D) Financial Contributions. In addition to the steps set out in Annex B Sections 7.2(A), (B), and (C), Google encourages Contractor to make a donation to an organization that supports diversity, equity, and inclusion.
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