Common use of Additional Business Terms for Audits Clause in Contracts

Additional Business Terms for Audits. (a) Customer will send any request for an audit under Section 7.5.2(a) to Google as described in Section 12.1 (Contacting Google). (b) Following receipt by Google of a request under Section 7.5.3(a), Google and Customer will discuss and agree in advance on the reasonable start date, scope and duration of, and security and confidentiality controls applicable to, any audit under Section 7.5.2(a). (c) Google may charge a fee (based on Google’s reasonable costs) for any audit under Section 7.5.2(a). Google will provide Customer with further details of any applicable fee, and the basis of its calculation, in advance of any such audit. Customer will be responsible for any fees charged by any third party auditor appointed by Customer to execute any such audit. (d) Google may object to any third party auditor appointed by Customer to conduct any audit under Section 7.5.2(a) if the auditor is, in Google’s reasonable opinion, not suitably qualified or independent, a competitor of Google or otherwise manifestly unsuitable. Any such objection by Google will require Customer to appoint another auditor or conduct the audit itself. (e) Nothing in these Data Processing Terms will require Google either to disclose to Customer or its third party auditor, or to allow Customer or its third party auditor to access: (i) any data of any other customer of a Google Entity; (ii) any Google Entity’s internal accounting or financial information; (iii) any trade secret of a Google Entity; (iv) any information that, in Google's reasonable opinion, could: (A) compromise the security of any Google Entity’s systems or premises; or (B) cause any Google Entity to breach its obligations under the Data Protection Legislation or its security and/or privacy obligations to Customer or any third party; or (v) any information that Customer or its third party auditor seeks to access for any reason other than the good faith fulfilment of Customer’s obligations under the Data Protection Legislation.

Additional Business Terms for Audits. (a) Customer will send any request for an audit under Section 7.5.2(a) to Google as described in Section 12.1 (Contacting Google). (b) Following receipt by Google of a request under Section 7.5.3(a), Google and Customer will discuss and agree in advance on the reasonable start date, scope and duration of, and security and confidentiality controls applicable to, any audit under Section 7.5.2(a). (c) Google may charge a fee (based on Google’s reasonable costs) for any audit under Section 7.5.2(a). Google will provide Customer with further details of any applicable fee, and the basis of its calculation, in advance of any such audit. Customer will be responsible for any fees charged by any third party auditor appointed by Customer to execute any such audit. (d) Google may object to any third party auditor appointed by Customer to conduct any audit under Section 7.5.2(a) if the auditor is, in Google’s reasonable opinion, not suitably qualified or independent, a competitor of Google or otherwise manifestly unsuitable. Any such objection by Google will require Customer to appoint another auditor or conduct the audit itself. (e) Nothing in these Data Processing Terms will require Google either to disclose to Customer or its third party auditor, or to allow Customer or its third party auditor to access: (i) any data of any other customer of a Google Entity; (ii) any Google Entity’s internal accounting or financial information; (iii) any trade secret of a Google Entity; (iv) any information that, in Google's reasonable opinion, could: (A) compromise the security of any Google Entity’s systems or premises; or (B) cause any Google Entity to breach its obligations under the European Data Protection Legislation or its security and/or privacy obligations to Customer or any third party; or (v) any information that Customer or its third party auditor seeks to access for any reason other than the good faith fulfilment of Customer’s obligations under the European Data Protection Legislation.

Additional Business Terms for Audits. (a) Customer ‌ Client will send any request for an audit under Section 7.5.2(a7.5.2or 7.5.2(b) to Google Acceleration as described in Section 12.1 (Contacting GoogleAcceleration). (b) . Following receipt by Google Acceleration of a request under Section 7.5.3(a), Google ) Acceleration and Customer Client will discuss and agree in advance on the reasonable start date, scope and duration of, and security and confidentiality controls applicable to, any audit under Section 7.5.2(a) or 7.5.2(b). (c) . Acceleration will as soon as reasonably practicable thereafter discuss and agree in advance with Google a start date, scope and duration of, and security and confidentiality controls, that will apply to such audit, and will inform Client of the terms agreed with Google. In addition to auditors’ fee to be paid by Client, Acceleration may charge a fee (based on GoogleAcceleration’s reasonable costscosts and any costs charged to Acceleration by Google) for any audit under Section 7.5.2(a). Google ) or 7.5.2(b) Acceleration will provide Customer Client with further details of any applicable fee, and the basis of its calculation, in advance of any such audit. Customer will be responsible for any fees charged by any third party auditor appointed by Customer to execute any such audit. (d) Google Acceleration may object to any third party auditor appointed by Customer Client to conduct any audit under Section 7.5.2(a) or 7.5.2(b) if the auditor is, in GoogleAcceleration’s reasonable opinion, not suitably qualified or independent, a competitor of Google Acceleration or otherwise manifestly unsuitableunsuitable or, in the case of an audit in relation to Google, if Google objects to the third party auditor. Any such objection by Google Acceleration will require Customer Client to appoint another auditor or conduct the audit itself. (e) . Nothing in these Data Processing Terms will require Google Acceleration either to disclose to Customer Client or its third party auditor, or to allow Customer Client or its third party auditor to access: (i) any data of any other customer Client of a Google EntityAcceleration or of Google; (ii) any Acceleration or Google Entity’s internal accounting or financial information; (iii) any trade secret of a Google Entity;Acceleration or Google;‌ (iv) any information that, in GoogleAcceleration's reasonable opinion, could: (A) compromise the security of any Acceleration or Google Entity’s systems or premises; or (B) cause any Acceleration or Google Entity to breach its obligations under the European Data Protection Legislation or its security and/or privacy obligations to Customer Client or any third party; or (v) any information that Customer Client or its third party auditor seeks to access for any reason other than the good faith fulfilment of CustomerClient’s obligations under the Data Protection Legislation.

Additional Business Terms for Audits. (a) Customer will send any request for an audit under Section 7.5.2(a) or 7.5.2(b) to Google as described in Section 12.1 (Contacting Google). (b) Following receipt by Google of a request under Section 7.5.3(a), Google and Customer will discuss and agree in advance on the reasonable start sta0 date, scope and duration of, and security and confidentiality concdentiality controls applicable to, any audit under Section 7.5.2(a) or 7.5.2(b). (c) Google may charge a fee (based on Google’s reasonable costs) for any audit under Section 7.5.2(a) or 7.5.2(b). Google will provide Customer with further fu0her details of any applicable fee, and the basis of its calculation, in advance of any such audit. Customer will be responsible for any fees charged by any third party pa0y auditor appointed by Customer to execute any such audit. (d) Google may object to any third party pa0y auditor appointed by Customer to conduct any audit under Section 7.5.2(a) or 7.5.2(b) if the auditor is, in Google’s reasonable opinion, not suitably qualified qualiced or independent, a competitor of Google or otherwise manifestly unsuitable. Any such objection by Google will require Customer to appoint another auditor or conduct the audit itself. (e) Nothing in these Data Processing Terms will require Google either to disclose to Customer or its third party pa0y auditor, or to allow Customer or its third party pa0y auditor to access: (i) any data of any other customer of a Google Entity; (ii) any Google Entity’s internal accounting or financial cnancial information; (iii) any trade secret of a Google Entity; (iv) any information that, in Google's reasonable opinion, could: (A) compromise the security of any Google Entity’s systems or premises; or (B) cause any Google Entity to breach its obligations under the European Data Protection Legislation or its security and/or privacy obligations to Customer or any third partypa0y; or (v) any information that Customer or its third party pa0y auditor seeks to access for any reason other than the good faith fulfilment fulclment of Customer’s obligations under the European Data Protection Legislation.