Google Workspace Agreement

GOOGLE WORKSPACE AGREEMENT

This Google Workspace Agreement (the Agreement) is entered into as of Effective Date: by and between Provider Name: with principal address and Customer Name: with principal address .

RECITALS

WHEREAS, Provider is duly authorized to procure, provision and manage Google Workspace cloud productivity services and ancillary support services (the Services) for corporate customers under contractual terms consistent with the provisions of this Agreement; and

WHEREAS, Customer desires to engage Provider to obtain and manage Google Workspace services for Customer's organization, and Provider agrees to provide such Services on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Provider shall provision, configure, administer and provide support for Google Workspace services for Customer in accordance with the specifications and service levels described below. The Services shall include account provisioning, domain configuration, mailbox and user management, security configuration, administrative training, and reasonable technical support for authorized Customer administrators.

PAYMENT TERMS

Customer shall pay Provider for the Services as follows. All amounts are stated in United States dollars unless otherwise specified.

All fees are non-refundable except as expressly provided in this Agreement. Provider may suspend Services for undisputed amounts unpaid after the payment due date following ten (10) days' written notice of intent to suspend.

TERM AND TERMINATION

This Agreement commences on the Start Date: and shall continue until the End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period specified below. Either party may terminate for convenience upon written notice to the other party given at least days prior to the intended termination date.

Termination for convenience by Customer does not relieve Customer of its obligation to pay for Services provided through the effective date of termination and any non-cancellable third-party charges incurred by Provider on Customer's behalf.

CONFIDENTIALITY

"Confidential Information" means information disclosed by one party to the other party, whether orally, in writing or by inspection of tangible items, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including Customer data and non-public business information.

The receiving party shall: (a) protect the disclosing party's Confidential Information with the same degree of care it uses to protect its own Confidential Information of a similar nature, but in no event less than reasonable care; (b) use Confidential Information solely to exercise its rights and perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or service providers with a need to know and subject to obligations of confidentiality no less protective than those set forth herein.

The obligations in this Section shall not apply to information that: (i) is or becomes generally available to the public without breach of this Agreement by the receiving party; (ii) was lawfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully received by the receiving party from a third party without restriction; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. Confidentiality obligations survive termination for a period of years, except for Customer data, which Provider will treat in accordance with applicable data processing provisions for the longer of the retention period required by law or until deletion following termination.

DATA AND PRIVACY

Provider shall process Customer Data only on documented instructions from Customer and shall implement and maintain appropriate technical and organizational measures to protect Customer Data against unauthorized or unlawful processing and against accidental loss, destruction or damage. Provider shall notify Customer without undue delay upon becoming aware of a confirmed incident affecting Customer Data.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without giving effect to conflict of law rules that would result in the application of the laws of another jurisdiction.

MISCELLANEOUS

Entire Agreement: This Agreement, together with any attachments and Orders executed pursuant hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

Amendment: No amendment to this Agreement is effective unless it is in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement to an affiliate or in connection with a merger, sale of substantially all assets, or corporate reorganization.

Severability: If any provision of this Agreement is held to be unenforceable, the remaining provisions will remain in full force and effect.

Survival: All provisions that by their nature should survive termination or expiration of this Agreement shall survive, including but not limited to payment obligations, confidentiality, indemnification and limitation of liability provisions.

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