230000000200.pdf

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services 320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Cloud Services

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

December 6, 2022 December 6, 2027 5 - 1 Year December 6, 2027

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

1600 Amphitheatre Parkway

Mountain View CA 94043

Charlie Henderson

734-619-4854 micharlie@google.com

CV0059147

GOOGLE LLC

C O

N

TR

A C

TO

R

Shannon Romein

(517) 898-8102

DTMB

Various DTMB romeins@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 7

Contract Number MA230000000200 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

34 Months September 25, 2030

$2,936,685.00 $2,500,000.00 $5,436,685.00

DESCRIPTION

Effective 9/25/2025, as a result of RFP No. 250000000414, the State and Google have agreed to amend Contract No. 230000000200. The following replaces the Google Cloud Master Agreement in its entirety as of the effective date of this Change Notice and the scope has been expanded beyond IaaS.

The Contract is hereby increased by $2,500,000.00 and the expiration date has been amended to 9/25/2030 with five 1-year option years remaining.

Additionally, the State is making a $3,630,589.66 spending commitment over the following 12 months (Agreement Number: 59770515)

All other terms, conditions, specifications, and pricing remain the same. Per contractor, agency, DTMB procurement and State Administrative Board approval on 9/25/2025.

AGENCY NAME PHONE EMAIL

DTMB Jason Frost 517-636-6505 frostj@Michigan.gov

DTMB Marshall Howard 517-636-6505 HowardM2@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 7 TO CONTRACT NO. MA230000000200

CHANGE NOTICE NO. 7 TO CONTRACT NO. MA230000000200

GOVERNMENT - PRICE QUOTATION

GOOGLE PUBLIC SECTOR at CARAHSOFT

CARAHSOFT TECHNOLOGY CORP

11493 SUNSET HILLS ROAD | SUITE 100 | RESTON, VIRGINIA 20190

PHONE (703) 871-8500 | FAX (703) 871-8505 | TOLL FREE 888-662-2724

WWW.CARAHSOFT.COM/GOOGLE | GOOGLE@CARAHSOFT.COM

TO: Matthew Weiss State of Michigan - Central Procurement Services - Enterprise

FROM: Sydney O'Brien Carahsof t Technology Corp.

Sourcing Google Public Sector Team 525 W Allegan St 11493 Sunset Hills Road Lansing, MI 48913 USA Suite 100

Reston, Virginia 20190

EMAIL: WeissM4@michigan.gov EMAIL: Sydney.OBrien@carahsof t.com

PHONE: (517) 256-9895 PHONE: (571) 668-7098

TERMS: Contract Number: 230000000200 Contract Expiration: December 6, 2027

FTIN: 52-2189693

Shipping Point: FOB Destination Credit Cards: VISA/MasterCard/AMEX Remit To: Same as Above Payment Terms: Net 30 (On Approved Credit) Sales Tax May Apply

QUOTE NO: 59770515

QUOTE DATE: 08/25/2025

QUOTE EXPIRES: 09/24/2025

RFQ NO: 0151BD-6DB6AC-B034E8

SHIPPING: ESD

TOTAL PRICE: $3,630,589.66

TOTAL QUOTE: $3,630,589.66

LINE NO. PART NO. DESCRIPTION LIST PRICE QUOTE PRICE QTY EXTENDED PRICE

1 G-POINTS-MON GCP Points-Access to all GCP Solutions- $1.00 $1.00 OM 3,630,589.66 $3,630,589.66

Compute, Storage & Databases, Networking, Big Data Data Transfer, Machine Learning, APIs, IoT, Management, Developer and Security Tools- Payment-Monthly based Usage Enterprise Discount 25% Google - G-POINTS-MON

2 D1B2-3DAE-2DC5 Agentspace Enterprise Plus: Subscription Agentspace Discount 100% Google - D1B2-3DAE-2DC5 Type: New Product: Agentspace Customer Domain Name: Michigan.gov

$14,137.20 $0.0000 OM 50 $0.00

SUBTOTAL: $3,630,589.6

TOTAL PRICE: $3,630,589.66

TOTAL QUOTE: $3,630,589.66

This quote is pursuant to the terms of Master Cloud Services IaaS Agreement 230000000200 between Google and the State of Michigan.

CONFIDENTIAL QUOTE DATE: 08/25/2025

PAGE 1 of 1 QUOTE NO: 59770515 http://www.carahsoft.com/GOOGLE mailto:GOOGLE@CARAHSOFT.COM mailto:WeissM4@michigan.gov mailto:Sydney.OBrien@carahsoft.com

Google Cloud Platform Business Agreement and Order Form

Agreement Number: 59770515

This Agreement is made between Google LLC, with offices at 1600 Amphitheatre Parkway, Mountain View, CA 94043 (“Google”) and State of Michigan with offices at 525 W Allegan St, Lansing, MI 48913 (“Customer”). Under this Agreement, which is incorporated by the Google Cloud Master Agreement General Terms and the applicable Service Schedules as set forth in State of Michigan MA230000000200, Customer agrees to the following terms and conditions for purchasing Google Cloud Platform (“GCP”). All capitalized terms not defined in this agreement will be defined within the Google Cloud Master Agreement General Terms and the applicable Service Schedules as set forth in State of Michigan MA230000000200. This Agreement is effective as of the date last signed by the parties below (“Agreement Effective Date”).

As of the Implementation Date (as defined below), this Agreement supersedes and replaces the Google Cloud Platform Agreement or Google Cloud Agreement (Agreement Number: 38143082), with respect to the Subaccounts(s) (as defined below), between the parties dated November 30, 2023 (as amended to date, the “Prior Agreement”), which Prior Agreement will then terminate. Any unused credits or other incentives in the Prior Agreement will also terminate as of the Implementation Date and be replaced with the credits and incentives in this Agreement.

1. License Terms: The governing terms of this agreement are the State of Michigan MA230000000200 made between Google LLC and the State of Michigan.

2. Definitions.

2.1. “Commitment Period” means a designated period of time defined in this Agreement with a corresponding Minimum Commitment.

2.2. “Committed Use Discount” means the resource-based committed use discounts described at https://cloud.google.com/compute/docs/instances/signing-up-committed- use-discounts.

2.3. “Discount Period” means the period starting on the Implementation Date and continuing for 12 months during which Customer will receive the discounts provided under this Agreement, subject to the terms of the Agreement.

2.4. “Google Cloud Marketplace Services” means the eligible third-party services and software made available for Customer to purchase from Google and Carahsoft at https://console.cloud.google.com/marketplace/.

2.5. “Implementation Date” means a Google-selected date that is no later than five business days after the Agreement Effective Date.

2.6. “Minimum Commitment” means a minimum amount, net of (i.e. calculated after applying) any credits, discounts, and Taxes, that Customer will pay to Google for fees incurred under the Subaccount(s) during a corresponding Commitment Period for: (i) Google Cloud Platform https://cloud.google.com/compute/docs/instances/signing-up-committed-use-discounts https://cloud.google.com/compute/docs/instances/signing-up-committed-use-discounts https://console.cloud.google.com/marketplace/

Services (specified in the Google Cloud Platform Services Summary), and (ii) TSS (GCP Technical Support Services). Minimum Commitment will include, but is not limited to, purchases made pursuant to MA190000001531.

2.7. “Other Eligible Services” means services listed at https://cloud.google.com/skus/other as of the Agreement Effective Date or added to that website during the Commitment Period(s) (for new orders after a corresponding new service is added).

2.8. “Customer” or “Relevant Customer” means the Customer whose Service usage is linked to the Subaccount(s) as of the Implementation Date.

2.9. “SKU Group” means a named group of SKUs available at https://cloud.google.com/skus/sku-groups.

2.10. “Subaccount(s)” has the meaning given in the “Subaccount(s)” section of this Agreement.

3. Commitment.

Commitme nt Period

Commitment Period Duration Minimum Commitment

Commitment Period 1 The period starting on the Implementation Date and continuing for 12 months.

USD 3,630,589.66

3.1. All amounts referenced in this Agreement as paid or payable by Customer are net of Taxes.

Each Minimum Commitment obligation will survive if the Agreement terminates for any reason other than Google’s uncured material breach.

3.2. Other Eligible Services. The amounts Customer pays Google for Other Eligible Services billed for Relevant Customer’s usage during the applicable Commitment Period will count toward Customer’s Minimum Commitment obligation. Relevant Customer’s use of any Other Eligible Services is subject to (1) the applicable terms between Relevant Customer and Google for those Other Eligible Services and (2) the applicable terms as may be required by Google (or Google Affiliate) between Google (or Google Affiliate) and Relevant Customer for those Other Eligible Services.

3.3. Google Cloud Marketplace Services. Customer’s access to and use of Google Cloud

Marketplace is subject to the applicable terms of service. Google Cloud Marketplace Services purchases under the Subaccount(s) will count towards Customer’s Minimum Commitment obligation in accordance with the policy at https://cloud.google.com/terms/marketplace/commit-policy.

https://cloud.google.com/skus/other https://cloud.google.com/skus/sku-groups https://cloud.google.com/skus/sku-groups https://cloud.google.com/terms/marketplace/commit-policy

4. Discount Period.

4.1. Enterprise Discount.

During the Discount Period, Customer will receive a 25.00 percent discount off the list price as of the Implementation Date for: (i) Cloud Enterprise 2025 SKU Group Services that are provided under the Subaccount(s).

5. Subaccount(s).

5.1. The terms of this Agreement will apply to the following subaccount(s) of Customer’s Account

(the “Subaccount(s)”).

6. Additional Agreement Terms.

6.1. No Sustained Use Discounts. Given the discounts provided in this Agreement, the sustained use discounts described at https://cloud.google.com/compute/docs/sustained-use-discounts will not apply to any of the Google Cloud Platform Services provided under the Subaccount(s) during the Discount Period.

6.2. Additional Discount Terms. Unless explicitly stated otherwise, (i) if more than one discount applies to the same SKU, only the discount providing the lowest price will apply, (ii) for discounts in this Agreement with fixed prices, Customer will pay the applicable fixed discounted price or, if lower, the then-current list price for SKUs other than spend-based committed use discounts, subscription fees, or monthly fees, and (iii) percentage discounts are in addition to any applicable Committed Use Discount. Unless explicitly stated otherwise for an individual SKU or targeted product SKU Group, discounts do not apply to items listed at https://cloud.google.com/skus/exclusions (“Exclusions List”) as of the Implementation Date and anything added to the Exclusions List that is not already discounted for Customer under the Subaccount(s) when added. Discounts for resource-based Compute Engine Committed Use Discounts only apply to newly-created commitments (prices for any existing commitments remain unchanged). Google may apply the discounts in this Agreement to new Services and SKUs provided by Google under the Subaccount(s) that correspond to the same SKU Group, in which case the corresponding discount will be reflected in the Admin Console and apply for the remainder of the Discount Period.

6.3. Customer will not transfer, assign or re-allocate the Subaccount(s).

6.4. Google or it’s designee may audit any discounts provided under this Agreement by providing written notice to Customer. If the foregoing occurs, Google may retroactively apply the correct discount and recalculate payments owed by Customer under previous invoices associated with this Agreement, and recover any amounts owed by Customer in subsequent billing invoice(s).

0151BD-6DB6AC-B034E8 Subaccount https://cloud.google.com/skus/exclusions

7. Post Discount Period. If Customer continues to use the Services under the Subaccount(s) after the Discount Period, Customer will automatically move to then-current list prices.

8. Minimum Commitment True Up Payment. Subject to the “Pro-rata Minimum Commitment” Section of this Agreement, at the end of any Commitment Period (or on the effective date of an earlier termination of this Agreement for any reason other than Google’s uncured material breach), if Customer has failed to meet its Minimum Commitment for that Commitment Period then, in accordance with the payment terms applicable to the Services as specified in the Agreement, Customer will pay an amount (the “True Up Amount”) equal to the difference between (i) the Minimum Commitment for that Commitment Period and (ii) the total amount of Fees incurred by Customer under the Subaccount(s) for applicable Google Cloud Platform Services listed at https://cloud.google.com/skus and TSS during that Commitment Period and any eligible amount of fees incurred under the Subaccount(s) by Customer of Google Cloud Marketplace Services and Other Eligible Services during that Commitment Period. Google will bill Customer for the True Up Amount in accordance with the payment terms applicable to the Services as specified in the Agreement. Upon earlier termination for any reason other than Google’s uncured material breach or the State’s termination due to non-appropriation or negative appropriation, as set forth in MA230000000200, Google will also bill Customer for any other unsatisfied Minimum Commitment amounts applicable to any remaining future Commitment Period(s).

9. Pro-rata Minimum Commitment. If Customer terminates the Agreement for Google’s uncured material breach, the Minimum Commitment will be pro-rated on a daily basis to the termination date and Customer will not be liable for the remaining Minimum Commitment applicable to the period following termination.

10. Post Commitment Period. It is Customer’s responsibility to shut down all Services prior to the end of the Commitment Period. If Customer continues to use the Services under the Subaccount(s) after the Commitment Period, Customer will automatically move to then-current list prices and will be responsible for any fees accrued. Google will invoice Customer, and Customer will pay, for any fees accrued post Commitment Period.

11. Invoicing and Payment Terms:

11.1. Usage and Invoicing: Customer will pay for all Fees based on: (a) Customer’s use of the Services; (b) any Committed Purchases selected; and/or (c) any Package Purchases selected. Google will invoice Customer on a monthly basis for those Fees accrued at the end of each month, based upon Google’s measurement of Customer’s use of the Services. This measurement is final.

11.2. Invoicing and Payment. All Fees are due in accordance with MA230000000200.

11.3. Payment and Delinquent Payments. Customer agrees to make payment in full as set forth in Contract No. MA230000000200.

12. Miscellaneous.

12.1. The “Definitions,” “Commitment,” “Minimum Commitment True Up Payment,” and

“Miscellaneous” Sections will survive any termination of this Agreement.

https://cloud.google.com/skus

12.2. The parties may execute this Agreement in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument.

Signed by the parties’ authorized representatives on the dates below.

Google: Google LLC Customer: State of Michigan

By: By:

Name: Name:

Title: Title:

Date: Date:

Michigan.gov/MiProcurement

Revision Date: 7/26/2021

Google Cloud Master Agreement– Public Sector Direct

This Google Cloud Master Agreement is comprised of the Google Cloud Master Agreement General Terms (“General Terms”), and all Services Schedules and Order Forms that are incorporated by reference into the Google Cloud Master Agreement (collectively, the “Agreement”), and is entered into by Google LLC, with offices at 1600 Amphitheatre Parkway, Mountain View, CA 94043 (“Google”) and the State of Michigan, with offices at 320 S Walnut St #6, Lansing, MI 48933 (“Customer”).

This contract consists of the following documents. If there is a conflict among the documents that make up the Agreement, then the documents will control in the following order:

1. Addendum to Contractor terms for Cloud products, which does not include Third Party offerings not supported by Contractor

2. Google Cloud Master Agreement

3. Google Cloud Platform Services Schedule

4. Implementation Services Schedule

5. SecOps Services Schedule

Google Cloud Master Agreement General Terms

1. Services. The Customer is seeking to consume Services for the purpose of provision processing, storage, networks, and other fundamental computing resources where the State is able to deploy and run arbitrary software, which can include operating systems and applications.

Google will provide the Services specified in an Order Form in accordance with the Agreement, including the SLAs, and Customer and its End Users may use the Services in accordance with the Services Schedule.

2. Customer Obligations.

2.1 Consents. Customer is responsible for any consents and notices required to permit (a) Customer’s use and receipt of the Services and (b) Google’s accessing, storing, and processing of data provided by Customer (including Customer Data, if applicable) under the Agreement.

2.2 Compliance. Customer will (a) ensure that Customer and its End Users’ use of the Services complies with the Agreement, (b) use commercially reasonable efforts to prevent and terminate any unauthorized access or use of the Services, and (c) promptly notify Google of any unauthorized use of, or access to, the Services of which Customer becomes aware.

2.3 Use Restrictions. Customer will not, and will not allow End Users to, (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any of the source code of the Services (except to the extent such restriction is expressly prohibited by applicable law); (b) sell, resell, sublicense, transfer, or distribute the Services; or (c) access or use the Services (i) for High Risk Activities; (ii) in a manner intended to avoid incurring Fees; (iii) for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State; (iv) in a manner that breaches, or causes the breach of, Export Control Laws; or (v) to transmit, store, or process health information subject to United States HIPAA regulations except as permitted by an executed HIPAA BAA.

3. Payment Terms.

3.1 Payment. Google will invoice Customer for the Fees. Customer will pay Google all invoiced amounts by the Payment Due Date. All payments are due in the currency described in the invoice. Wire transfer payments must include the bank information described in the invoice.

3.2 Taxes. Google will itemize any invoiced Taxes. Customer will pay invoiced Taxes unless Customer provides a valid tax exemption certificate or is an agency or department of a U.S.

federal, state, or local government. Customer may withhold Taxes if Customer provides a valid receipt evidencing the taxes withheld.

3.3 Invoice Disputes. Customer may dispute invoiced Fees if Customer believes in good faith that Fees were inaccurately invoiced (an “Invoice Dispute”). Invoice Disputes must be submitted to collections@google.com and identify all disputed amounts and the reasons for dispute. Google will review in good faith all Invoice Disputes, and will provide Customer an explanation of Fees due following such review (an “Invoice Dispute Report”). If an Invoice Dispute is submitted before the Payment Due Date, then notwithstanding Section 3.1 (Payment), (a) Customer must only pay the amounts not subject to the Invoice Dispute, and (b) unpaid Fees stated in an Invoice Dispute Report to be accurately invoiced are due within 30 days after delivery of such report. If an Invoice Dispute is submitted after the Payment Due Date and the Invoice Dispute Report states that Fees paid were incorrectly invoiced, then Google will issue a credit equal to the agreed amount.

3.4 Overdue Payments.

(a) If Customer’s payment is overdue, then Google may (i) charge interest on overdue amounts at 1.5% per month (or the highest rate permitted by law, if less) from the Payment Due Date until paid in full, and (ii) Suspend the Services.

(b) Customer will reimburse Google for all reasonable expenses (including attorneys’ fees) incurred by Google in collecting overdue payments except where such payments are due to Google’s billing inaccuracies.

3.5 Purchase Orders. If Customer requires a purchase order number on its invoice, Customer will provide a purchase order number in the Order Form. If Customer does not provide a purchase order number, then (a) Google will invoice Customer without a purchase order number, and (b) Customer will pay invoices without a purchase order number referenced. Any terms on a purchase order are void.

3.6 RESERVED.

4. Intellectual Property.

4.1 Intellectual Property Rights. Except as expressly described in the Agreement, the Agreement does not grant either party any rights, implied or otherwise, to the other’s content or Intellectual Property. As between the parties, Customer retains all Intellectual Property Rights in Customer Data and Customer Applications, and Google retains all Intellectual Property Rights in the Services and Software.

4.2 Feedback. At its option, Customer may provide feedback and suggestions about the Services to Google (“Feedback”). If Customer provides Feedback, then Google and its Affiliates may use that Feedback without restriction and without obligation to Customer.

5. Confidentiality.

5.1 Use and Disclosure of Confidential Information. The Recipient will only use the Disclosing Party’s Confidential Information to exercise its rights and fulfill its obligations under the Agreement, and will use reasonable care to protect against the disclosure of the Disclosing Party’s Confidential Information. Notwithstanding any other provision in the Agreement, the Recipient may disclose the Disclosing Party’s Confidential Information (a) to its Delegates who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Section 5 (Confidentiality); (b) with the Disclosing Party’s written consent; or (c) as strictly necessary to comply with Legal Process, provided the Recipient promptly notifies the Disclosing Party prior to such disclosure unless the Recipient is legally prohibited from doing so.

The Recipient will comply with the Disclosing Party’s reasonable requests to oppose disclosure of its Confidential Information. Google acknowledges that the Customer may be subject to and must comply with the Freedom of Information Act (FOIA) or similar Open Records/Sunshine law.

5.2 Redirect Disclosure Request. If the Recipient receives Legal Process for the Disclosing Party’s Confidential Information, the Recipient will first attempt to redirect the third party to request it from the Disclosing Party directly. To facilitate this request, the Recipient may provide the Disclosing Party’s basic contact information to the third party.

6. Marketing and Publicity. Each party may use the other party’s Brand Features in connection with the Agreement as permitted in the Agreement. Customer may state publicly that it is a Google customer and display Google Brand Features in accordance with the Trademark Guidelines. Customer and Google will work together on an announcement of Customer being a Google customer, which will take place on a mutually agreed upon date within 6 months of the Effective Date. Additionally, with prior written consent, the parties may engage in joint marketing activities such as customer testimonials, announcements, press engagements, public speaking events, and analyst interviews. A party may revoke the other party’s right to use its Brand Features with 30 days’ written notice. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features.

7. Representations and Warranties. Each party represents and warrants that it (a) has full power and authority to enter into the Agreement and (b) will comply with all laws and regulations applicable to its provision, receipt, or use of the Services, as applicable.

8. Disclaimer. Except as expressly provided for in the Agreement, to the fullest extent permitted by applicable law, Google (a) does not make any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, noninfringement, or error-free or uninterrupted use of the Services or Software and (b) makes no representation about content or information accessible through the Services.

9. Indemnification.

9.1 Google Indemnification Obligations. Google will defend Customer and its Affiliates participating under the Agreement (“Customer Indemnified Parties”), and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from an allegation that the Customer Indemnified Parties’ use of Google Indemnified Materials infringes the third party’s Intellectual Property Rights.

9.2 Customer Indemnification Obligations. Subject to applicable federal or state law, and without waiving sovereign immunity, Customer will defend Google and its Affiliates and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from (a) any Customer Indemnified Materials or (b) Customer’s or an End User’s use of the Services in breach of the AUP or the Use Restrictions. This section will not apply if the Customer is prohibited from agreeing to any vendor indemnification requirement.

9.3 Indemnification Exclusions. Sections 9.1 (Google Indemnification Obligations) and 9.2 (Customer Indemnification Obligations) will not apply to the extent the underlying allegation arises from (a) the indemnified party’s breach of the Agreement or (b) a combination of the Google Indemnified Materials or Customer Indemnified Materials (as applicable) with materials not provided by the indemnifying party under the Agreement, unless the combination is required by the Agreement.

9.4 Indemnification Conditions. Sections 9.1 (Google Indemnification Obligations) and 9.2 (Customer Indemnification Obligations) are conditioned on the following:

(a) The indemnified party must promptly notify the indemnifying party in writing of any allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and Third-Party Legal Proceeding. If breach of this Section 9.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 9.1 (Google Indemnification Obligations) or

9.2 (Customer Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice.

(b) The indemnified party must tender sole control of the indemnified portion of the Third- Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

9.5 Remedies.

(a) If Google reasonably believes the Services might infringe a third party’s Intellectual Property Rights, then Google may, at its sole option and expense, (i) procure the right for Customer to continue using the Services, (ii) modify the Services to make them non-infringing without materially reducing their functionality, or (iii) replace the Services with a non-infringing, functionally equivalent alternative.

(b) If Google does not believe the remedies in Section 9.5(a) are commercially reasonable, then Google may Suspend or terminate the impacted Services. If Google terminates Services under this Section 9.5 (Remedies), then upon Customer request (i) Google will refund to Customer any unused prepaid Fees that Customer paid to Google for use of the terminated Services, and (ii) if Customer has made financial commitments in an Order Form or addendum to the Agreement, then Google will agree to amend such commitments proportional to Customer’s spend on the terminated Services in the year preceding the termination of the Services.

9.6 Sole Rights and Obligations. Without affecting either party’s termination rights, this Section 9 (Indemnification) states the parties’ sole and exclusive remedy under the Agreement for any third-party allegations of Intellectual Property Rights infringement covered by this Section 9 (Indemnification).

10. Liability.

10.1 Limited Liabilities.

(a) To the extent permitted by applicable law and subject to Section 10.2 (Unlimited Liabilities), neither party will have any Liability arising out of or relating to the Agreement for any

(i) indirect, consequential, special, incidental, or punitive damages or

(ii) lost revenues, profits, savings, or goodwill.

(b) Each party’s total aggregate Liability for damages arising out of or relating to the Agreement is limited to the Fees Customer paid under the applicable Services Schedule during the 12 month period before the event giving rise to Liability.

10.2 Unlimited Liabilities. Nothing in the Agreement excludes or limits either party’s Liability for:

(a) death, personal injury, or tangible personal property damage resulting from its negligence or the negligence of its employees or agents;

(b) its fraud or fraudulent misrepresentation;

(c) its obligations under Section 9 (Indemnification);

(d) its infringement of the other party’s Intellectual Property Rights;

(e) its payment obligations under the Agreement; or

(f) matters for which liability cannot be excluded or limited under applicable law.

11. Term and Termination.

11.1 Agreement Term. The Agreement is effective from the Effective Date until it is terminated in accordance with its terms (the “Term”).

11.2 Termination for Convenience. Subject to any financial commitments in an Order Form or addendum to the Agreement, Customer may terminate the Agreement or an Order Form for convenience with 30 days’ prior written notice to Google.

11.3 Termination for Breach.

(a) Termination of an Order Form. Either party may terminate an Order Form if the other party is in material breach of the applicable Services Schedule and fails to cure that breach within 30 days after receipt of written notice.

(b) Termination of the Agreement. Either party may terminate the Agreement if the other party (i) is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice, (ii) ceases its business operations, or (iii) becomes subject to insolvency proceedings and such proceedings are not dismissed within 90 days.

11.4 Effects of Termination. If the Agreement terminates, then all Services Schedules and Order Forms also terminate. If an Order Form terminates or expires, then after that Order Form’s termination or expiration effective date, (a) all rights and access to the Services under that Order Form will terminate (including access to Customer Data, if applicable), unless otherwise described in the applicable Services Schedule, and (b) Google will send Customer a final invoice (if applicable) for payment obligations under that Order Form. Termination or expiration of one Order Form will not affect other Order Forms.

11.5 Survival. The following Sections will survive expiration or termination of the Agreement: Section 3 (Payment Terms), Section 4 (Intellectual Property), Section 5 (Confidentiality), Section 8 (Disclaimer), Section 9 (Indemnification), Section 10 (Liability), Section 11.4 (Effects of Termination), Section 12 (Miscellaneous), Section 13 (Definitions), and any additional sections specified in the applicable Services Schedule.

12. Miscellaneous.

12.1 Notices. Google will provide notices under the Agreement to Customer by sending an email to the Notification Email Address. Customer will provide notices under the Agreement to Google by sending an email to legal-notices@google.com. Notice will be treated as received when the email is sent. Customer is responsible for keeping its Notification Email Address current throughout the Term.

12.2 Emails. The parties may use emails to satisfy written approval and consent requirements under the Agreement.

12.3 RESERVED

12.4 RESERVED

12.5 Force Majeure. Neither party will be liable for failure or delay in performance of its obligations to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.

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

12.7 No Agency. The Agreement does not create any agency, partnership, or joint venture between the parties.

12.8 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Agreement.

12.9 Severability. If any part of the Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.

12.10 No Third-Party Beneficiaries. The Agreement does not confer any rights or benefits to any third party unless it expressly states that it does.

12.11 Equitable Relief. Nothing in the Agreement will limit either party’s ability to seek equitable relief.

12.12 Governing Law.

a. For State and City Government Entities. If the Customer is a city or state government entity, then the parties agree to remain silent regarding governing law and venue.

b. For Federal Government Entities. If Customer is a federal government entity then the following applies: This Agreement will be governed by and interpreted and enforced in accordance with the laws of the United States of America without reference to conflict of laws. Solely to the extent permitted by federal law: (i) the laws of the State of California (excluding California’s choice of law rules) will apply in the absence of applicable federal law; and (ii) FOR ANY DISPUTE ARISING OUT OF OR

RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL

JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN

SANTA CLARA COUNTY, CALIFORNIA.

c. For All other Entities. If Customer is any entity not set forth in Section 12.12 (a) or (b) then the following applies: This Agreement is governed by California law, excluding that state’s choice of law rules. FOR ANY DISPUTE ARISING OUT OF OR

RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL

JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN

SANTA CLARA COUNTY, CALIFORNIA.

12.13 Amendments. Except as specifically described otherwise in the Agreement, any amendment to the Agreement must be in writing, expressly state that it is amending the Agreement, and be signed by both parties.

12.14 Independent Development. Nothing in the Agreement will be construed to limit or restrict either party from independently developing, providing, or acquiring any materials, services, products, programs, or technology that are similar to the subject of the Agreement, provided that the party does not breach its obligations under the Agreement in doing so.

12.15 Entire Agreement. The Agreement states all terms agreed between the parties, and supersedes any prior or contemporaneous agreements between the parties relating to the subject matter of the Agreement. In entering into the Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly described in the Agreement. The Agreement includes URL links to other terms (including the URL Terms), which are incorporated by reference into the Agreement.

12.16 Conflicting Terms. As stated in the preamble, Mich Adden has the higher order of precedence. As it relates to Google terms, if there is a conflict among the documents that make up the Agreement, then the documents will control in the following order: the Data Processing Terms, the applicable Order Form, the applicable Services Schedule, the General Terms, and the URL Terms.

12.17 Conflicting Languages. If the Agreement is translated into any other language, and there is a discrepancy between the English text and the translated text, the English text will control.

12.18 Counterparts. The parties may execute the Agreement in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument.

12.19 Electronic Signatures. The parties consent to electronic signatures.

12.20 Headers. Headings and captions used in the Agreement are for reference purposes only and will not have any effect on the interpretation of the Agreement.

13. Definitions.

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

“AUP” means Google’s acceptable use policy as defined in the applicable Services Schedule.

“BAA” or “Business Associate Agreement” is an amendment to the Agreement covering the handling of Protected Health Information (as defined in HIPAA).

“Brand Features” means each party’s trade names, trademarks, logos, domain names, and other distinctive brand features.

“Confidential Information” means information that one party or its Affiliate (“Disclosing Party”) discloses to the other party (“Recipient”) under the Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. Customer Data is Customer’s Confidential Information. Confidential Information does not include information that is independently developed by the recipient, is shared with the recipient by a third party without confidentiality obligations, or is or becomes public through no fault of the recipient.

“Control” means control of greater than 50% of the voting rights or equity interests of a party.

“Customer Application” has the meaning described in the Services Schedule.

“Customer Data” has the meaning described in the Services Schedule (if applicable).

“Customer Indemnified Materials” has the meaning described in the applicable Services Schedule.

“Delegates” means the Recipient’s employees, Affiliates, agents, or professional advisors.

“Effective Date” means the date of the last party’s signature of the General Terms.

“End User” or “Customer End User” means an individual that Customer permits to use the Services or a Customer Application. For clarity, End Users may include employees of Customer Affiliates and other third parties.

“Export Control Laws” means all applicable export and re-export control laws and regulations, including

(a) the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce,

(b) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and (c) the International Traffic in Arms Regulations (“ITAR”) maintained by the U.S.

Department of State.

“Fees” means the product of the amount of Services used or ordered by Customer multiplied by the Prices, plus any applicable Taxes.

“Google Indemnified Materials” has the meaning described in the applicable Services Schedule.

“High Risk Activities” means activities where the use or failure of the Services would reasonably be expected to result in death, serious personal injury, or severe environmental or property damage (such as the creation or operation of weaponry).

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996 as it may be amended from time to time, and any regulations issued under it.

“including” means including but not limited to.

“Indemnified Liabilities” means any (a) settlement amounts approved by the indemnifying party, and (b) damages and costs finally awarded against the indemnified party and its Affiliates by a court of competent jurisdiction.

“Intellectual Property” or “IP” means anything protectable by an Intellectual Property Right.

“Intellectual Property Right(s)” means all patent rights, copyrights, trademark rights, rights in trade secrets (if any), design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world.

“Legal Process” means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, legal procedure, or similar process.

“Liability” means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.

“Notification Email Address” has the meaning described in the applicable Services Schedule.

“Order Form” has the meaning described in the applicable Services Schedule.

“Order Term” means the period of time starting on the Services Start Date for the Services and continuing for the period indicated on the Order Form unless terminated in accordance with the Agreement.

“Payment Due Date” means 30 days from the invoice date.

“Prices” has the meaning described in the applicable Services Schedule. Unless described otherwise in the applicable Services Schedule, Prices do not include Taxes.

“Service Level Agreement” or “SLA” has the meaning described in the Services Schedule.

“Services” has the meaning described in the applicable Services Schedule.

“Services Schedule(s)” means a schedule to the Agreement with terms that apply only to the services and software (if applicable) described in that schedule.

“Services Start Date” means either the start date described in the Order Form or, if none is specified in the Order Form, the date Google makes the Services available to Customer.

“Software” has the meaning described in the Services Schedule (if applicable).

“Suspend” or “Suspension” means disabling access to or use of the Services or components of the Services.

“Taxes” means all government-imposed taxes, except for taxes based on Google’s net income, net worth, asset value, property value, or employment.

“Third-Party Legal Proceeding” means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).

“Trademark Guidelines” means Google’s Brand Terms and Conditions described at https://www.google.com/permissions/trademark/brand-terms.html.

“URL” means a uniform resource locator address to a site on the internet.

“URL Terms” has the meaning described in the Services Schedule.

“Use Restrictions” means the restrictions in Section 2.3 (Use Restrictions) of these General Terms and any additional restrictions on the use of Services described in a section entitled “Additional Use Restrictions” in the applicable Services Schedule.

Signed by the parties’ authorized representatives on the dates below.

Google LLC (“Google”) State of Michigan, Department of Technology, Management and Budget (“Customer”)

By: By:

Print Name: Print Name:

Title: Title:

Date: Date:

http://www.google.com/permissions/trademark/brand-terms.html http://www.google.com/permissions/trademark/brand-terms.html

Google Cloud Master Agreement Google Cloud Platform Services Schedule

This Google Cloud Platform Services Schedule (the “Services Schedule”) supplements and is incorporated by reference into the Google Cloud Master Agreement. This Services Schedule applies solely to the services and software described in this Services Schedule and is effective for the Term of the Agreement. Terms defined in the General Terms apply to this Services Schedule.

1. Using the Services.

1.1 Admin Console. Google will provide Customer an Account to access the Admin Console through which Customer may manage its use of the Services. Customer is responsible for (a) maintaining the confidentiality and security of the Account and associated passwords and (b) any use of the Account.

1.2 Ceasing Services Use. Customer may stop using the Services at any time.

1.3 Additional Use Restrictions. Unless otherwise permitted in the GCP Service Specific Terms, Customer will not (a) use, and will not allow End Users to use, the Services to operate or enable any telecommunications service, or to place or receive calls from any public switched telephone network, including as part of a Customer Application; or (b) use the Services to provide a hosting, outsourced, or managed services solution to unaffiliated third parties, except as part of a Customer Application that provides value distinct from the Services.

2. Data Processing and Security.

2.1 Protection of Customer Data. Google will only access or use Customer Data to provide the Services and GCP Technical Support Services ordered by Customer and will not use it for any other Google products, services, or advertising. Google has implemented and will maintain administrative, physical, and technical safeguards to protect Customer Data, as further described in the Cloud Data Protection Addendum.

2.2 Cloud Data Processing Addendum. The Cloud Data Processing Addendum is incorporated by reference into this Services Schedule.

3. Additional Payment Terms.

3.1 Usage and Invoicing. Customer will pay all Fees for the Services and GCP Technical Support Services. Google’s measurement tools will be used to determine Customer’s usage of the Services. Each invoice will include data in sufficient detail to allow Customer to validate the Services purchased and associated Fees.

3.2 Price Revisions. Google may modify the Prices at any time unless otherwise expressly agreed in an addendum or Order Form to this Services Schedule. Google will notify Customer at least 30 days in advance of any Price increases.

3.3 Suspension for Overdue Payment. If authorized by applicable law, Google may Suspend the Services under General Terms Section 3.4(a) (Overdue Payments) only if Customer’s payment is overdue for more than 14 days after the Payment Due Date. Google will notify Customer at least 7 days before suspension.

4. Updates to Services and Terms.

4.1 Changes to Services.

(a) Limitations on Changes. Google may update the Services, provided the updates do not result in a material reduction of the functionality, performance, availability, or security of the Services.

(b) Discontinuance. Google will notify Customer at least 12 months before discontinuing any Service (or associated material functionality), and at least 36 months for any Key Service (or associated material functionality), in each case unless Google replaces such discontinued Service or functionality with a materially similar Service or functionality.

(c) Support. Google will continue to provide product and security updates, and GCP Technical Support Services, until the conclusion of the applicable notice period under subsection (b) (Discontinuance).

(d) Backwards Incompatible Changes. Google will notify Customer at least 12 months before significantly modifying a Customer-facing Google API in a backwards-incompatible manner.

4.2 Changes to Terms. Google may update the URL Terms, provided the updates do not (a) result in a material degradation of the overall security of the Services, (b) expand the scope of or remove any restrictions on Google’s processing of Customer Data as described in the Cloud Data Processing Addendum, or (c) have a material adverse impact on Customer’s rights under the URL Terms. Google will notify Customer of any material updates to URL Terms.

4.3 Permitted Changes. Sections 4.1 (Changes to Services) and 4.2 (Changes to Terms) do not limit Google’s ability to make changes required to comply with applicable law or address a material security risk, or that are applicable to new or pre-general availability Services, offerings, or functionality.

5. Temporary Suspension.

5.1 Services Suspension. Google may Suspend Services if (a) necessary to comply with law or protect the Services or Google’s infrastructure supporting the Services or (b) Customer or any End User’s use of the Services does not comply with the AUP, and it is not cured following notice from Google.

5.2 Limitations on Services Suspensions. If Google Suspends Services under Section 5.1 (Services Suspension), then (a) Google will provide Customer notice of the cause for Suspension without undue delay, to the extent legally permitted, and (b) the Suspension will be to the minimum extent and for the shortest duration required to resolve the cause for Suspension.

6. Technical Support. Google will provide GCP Technical Support Services to Customer during the Order Term in accordance with the GCP Technical Support Services Guidelines. Customer is responsible for the technical support of its Customer Applications and Projects.

7. Copyright. Google provides information to help copyright holders manage their intellectual property online, but Google cannot determine whether something is being used legally without input from the copyright holders. Google will respond to notices of alleged copyright infringement and may terminate repeat infringers in appropriate circumstances as required to maintain safe harbor for online service providers under the U.S. Digital Millennium Copyright Act. If Customer believes a person or entity is infringing Customer’s or its End User’s copyrights and would like to notify Google, Customer can find information about submitting notices, and Google’s policy about responding to notices, athttp://www.google.com/dmca.html.

8. Software.

8.1 Provision of Software. Google may make Software available to Customer, including third-party software. Customer’s use of any Software is subject to the applicable provisions in the Service Specific Terms.

8.2 Ceasing Software Use. If the Agreement or the Google Cloud Platform Order Form terminates or expires, then Customer will stop using the Software.

9. Benchmarking. Customer may conduct benchmark tests of the Services (each a “Test”).

Customer may only publicly…