GOOGLE RESEARCHER SERVICES CONTRACTOR AGREEMENT
TERMS AND CONDITIONS
This agreement is entered into between Google, Inc. and the
Researcher referred to below (the "Contractor") as of the date it
is received by Google (the "Effective Date").
- Engagement and Scope of Agreement. For the consideration
set forth herein, Google hereby agrees to engage Contractor and
Contractor agrees to perform Research services for third parties
(each such Research assignment shall be referred to herein as a
"Question"), as described in the Researcher Guidelines set forth at
http://answers.google.com/answers/researcherguidelines.html, and as posted in the Researcher area of the Google Web site, as
such Researcher Guidelines may be modified from time to time. By
agreeing to answer any Question, Contractor agrees to be bound by the
terms and conditions set forth in the Researcher Guidelines in effect
at the time that Contractor accepts that Research Question. This
Agreement consists of this Researcher Services Contractor Agreement
and the Researcher Guidelines.
- Dates and Place of Performance. This Agreement shall be in
effect as of the Effective Date and shall continue unless and until
terminated by either party, as provided for herein. The work may be
performed at such location as Contractor elects.
- Fees for Services. Google agrees to pay fees to Contractor
in the amounts and at the times set forth in the Researcher
Guidelines and as set forth for each Question.
- Termination. Either party may terminate this Agreement at
any time by notifying the other party via email. The date on
which such email notification is sent shall be the "Termination
Date." In the event that Contractor seeks to terminate this
Agreement, all work in progress shall be completed.
- Independent Contractor. Contractor is an independent
contractor and not an employee. Contractor is free to engage in
other consulting assignments during the term of this Agreement.
Contractor will not take or condone any action that may give rise to
the appearance that Contractor is an employee of Google.
- Assignment; Delegation; Subcontractors. Contractor may not
assign this Agreement or delegate Contractor's duties hereunder or
subcontract any of the services to be rendered without the prior
written consent of Google, and any attempt to do so without
permission will be void. This Agreement may be assigned by Google
and will inure to the benefit of any successor or assign of
Google.
- Confidential Information. Google may from time to time
communicate to Contractor certain "Confidential Information,"
related to the work to be performed, in which Google or any client,
business associate or other third party has proprietary rights. As
used in this Agreement, the term "Confidential Information" refers
to any and all information of a confidential, proprietary, private,
or secret nature which may apply or relate in any way to any present
or future business Google. During and after Contractor's rendering
of services to Google, Contractor will not use or allow anyone else
to use any Confidential Information relating to Google, its
business, services, or customers, except as may be necessary in the
performance of services under this Agreement. Contractor will not
disclose any such Confidential Information, except as authorized in
writing and in advance by Google. These restrictions will not apply
to any information which (i) was already rightfully known to
Contractor prior to the time that it is disclosed to Contractor
hereunder; (ii) is in or has entered the public domain through no
breach of this Agreement or other wrongful act of Contractor; (iii)
has been rightfully received by Contractor from a third party not
under obligation of confidentiality to Google and without breach of
this Agreement; or (iv) is independently developed by Contractor
without use of or access to any Confidential Information of Google.
Contractor represents and agrees that Contractor will not use in
work under this Agreement, disclose to Google, or induce Google to
use, any confidential or proprietary documents or information
belonging to others. Contractor represents and warrants that
entering into this Agreement will not require Contractor to violate
any obligation to, or confidence with, another.
- Not Employment Contract. This is not an employment
contract. Contractor understands and agrees that Contractor is
not an employee and is not entitled to any benefits of any kind
provided to any employee of Google. Nothing in this Agreement
shall confer upon Contractor any right to continue Contractor's
relationship with Google. Nothing in this Agreement shall
interfere with or restrict in any way the rights of Contractor or
Google, which are hereby expressly reserved, to terminate
Contractor's relationship with Google at any time for any reason
whatsoever, with or without cause.
- Hold Harmless. Contractor agrees to hold harmless and
indemnify Google, and its employees, agents and
representatives, from and against any third party claim arising
from or in any way related to this Agreement, including any
liability or expense arising from all claims, losses, damages
(actual and consequential), suits, judgments, litigation costs
and attorneys' fees, of every kind and nature. In such a case,
Google will provide Contractor with written notice of such
claim, suit or action.
- Assignment of Rights. Contractor agrees that all works
created for Google or to be created in the future under this
agreement (the "Works") are and will be "works made for hire" and
are and will be the sole and exclusive property of Google. Google
may use the Works in whatever way and for whatever purpose it
chooses, in it sole discretion. Contractor hereby assigns to Google
all rights in the Works and in all related patents, patent
applications, copyrights, mask work rights, trademarks, trade
secrets, rights of priority and other proprietary rights. At
Google's request and expense, during and after the period during
which Contractor is rendering services to Google, Contractor will
assist and cooperate with Google in all respects and will execute
documents, give testimony, execute documents, and take such further
acts reasonably requested by Google to acquire, transfer, maintain,
perfect and enforce patent, copyright, trademark, mask work, trade
secret and other legal protection for the Works. Contractor hereby
appoints the officers of Google as Contractor's attorney-in-fact to
execute documents on behalf of Contractor for this limited purpose.
- Injunction and Jurisdiction. Contractor agrees that it
would be difficult or impossible to calculate injury to Google from
any breach of Contractor of the promises set forth in Sections 7 and
10, and that money damages would therefore be an inadequate remedy
for any such breach. Accordingly, Contractor agrees that if
Contractor shall breach Section 7 or 10, Google may, in addition to
all other remedies it may have, seek an injunction or other
appropriate orders to restrain any such breach by Contractor,
without proving any actual damage sustained by Google. Contractor
agrees to submit to the jurisdiction of any federal or state court
located in Santa Clara County, California for any action brought
under this Agreement.
- Miscellaneous. This Agreement constitutes the entire
agreement between the parties. The Agreement supersedes any prior
negotiations, agreements or understandings. This Agreement may not
be amended, except in a writing signed by both parties which refers
to this Agreement. To the maximum extent permitted by applicable
law, Contractor hereby releases, and waives all claims against
Google and its employees and agents from any and all liability for
claims, damages (actual and consequential), costs and expenses
(including litigation costs and attorneys' fees) of every kind and
nature, arising out of or in any way related to this Agreement. If
Contractor is a California resident, Contractor waives its rights,
whether known or unknown, under California Civil Code § 1542, which
states, "A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the time
of executing the release, which if known by him must have materially
affected his settlement with the debtor." Residents of other states
and nations similarly waive their rights under applicable and/or
analogous laws, statutes, or regulations. This Agreement shall be
governed by the laws of the State of California, without regard to
its conflicts of law principles. Upon termination, the following
sections of this Agreement will survive: 1, 7, 8, 9, 10, 11 and 12.
This Agreement shall not be construed or interpreted against Google,
but shall be construed as if both parties jointly wrote it.
©2006 Google
