ALPHABET INC. (GOOGLE)

Google Cloud Master Agreement

About this Contract

Google Cloud’s Master Agreement governs enterprise customers’ use of
Google Cloud Platform, Workspace, and related services.

Google Cloud Master Agreement

This Agreement (the “Agreement”) is entered into as of [EFFECTIVE
DATE] (the “Effective Date”) by and between:

GOOGLE LLC, 1600 Amphitheatre Parkway, Mountain View, CA 94043
(“Google”), and [CUSTOMER] (“Customer”).

Each a “Party” and collectively the “Parties”.

RECITALS

WHEREAS, Customer wishes to use Google Cloud Services.

NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:

1. Services

Google will provide the Services described in each Order Form, subject to
the Service-Specific Terms and the Data Processing Addendum.

2. Term and Renewal

Initial term per Order. Auto-renewal unless 30 days’ notice. Committed
Use Discounts (CUDs) for 1 or 3 years.

3. Fees

Pay-as-you-go or committed usage. Net 30. Sustained-use and committed-use
discounts.

4. Customer Data

Customer owns Customer Data. Google processes data per the Cloud DPA. Data
Location Commitments where Customer selects multi-region or single-region.

5. Security

Google implements ISO 27001/27017/27018, SOC 1/2/3, FedRAMP High, HIPAA,
PCI-DSS controls.

6. SLAs

Service-specific SLAs (e.g., 99.99% for multi-region Cloud SQL). Service
credits as exclusive remedy.

7. Customer Obligations

Acceptable Use Policy, lawful use, no high-risk applications without express
authorization.

8. AI/ML Indemnity

Google’s Generative AI Indemnity covers eligible Vertex AI customers
from third-party IP claims based on training data and generated output.

9. IP

Each party retains its IP. Customer Data remains Customer’s. Customer
grants Google a limited license to host and process Customer Data.

10. Confidentiality

Mutual, 5 years.

11. Warranties

Limited warranty that Services will materially conform to documentation. AS
IS otherwise.

12. Indemnification

Google: IP indemnity for Services. Customer: Customer Data and use
indemnity.

13. Liability

Cap at 12 months of fees. Carve-outs for indemnity, confidentiality.

14. Termination

Cause: material breach unremedied 30 days. Convenience for evaluation/free
tiers.

15. General

California law; Santa Clara County jurisdiction. Arbitration optional for
some segments.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
Effective Date.

ALPHABET INC. (GOOGLE): By: ____________________________ Name: __________________________ Title: ___________________________ Date: ___________________________

COUNTERPARTY: By: ____________________________ Name: __________________________ Title: ___________________________ Date: ___________________________