Common use of Additional Business Terms for Reviews and Audits Clause in Contracts

Additional Business Terms for Reviews and Audits. a. Customer must send any requests for reviews of the SOC 2 report under Section 5.1.2(c)(i) or 7.5.1, or audits under Section 7.5.2(a) or 7.5.2(b), to Google’s Cloud Data Protection Team as described in Section 12 (Cloud Data Protection Team; Processing Records). b. Following receipt by Google of a request under Section 7.5.3(a), Google and Customer will discuss and agree in advance on: (i) the reasonable date(s) of and security and confidentiality controls applicable to any review of the SOC 2 report under Section 5.1.2(c)(i) or 7.5.1; and (ii) 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. 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 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 auditor appointed by Customer to execute any such audit. d. Google may object in writing to an 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 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.

Additional Business Terms for Reviews and Audits. a. Customer must send any requests for reviews of the SOC 2 report under Section 5.1.2(c)(i) or 7.5.1, or audits under Section 7.5.2(a) or 7.5.2(b), to Google’s Google’s Cloud Data Protection Team as described in Section 12 (Cloud Data Protection Team; Processing Records). b. Following receipt by Google of a request under Section 7.5.3(a), Google and Customer will discuss and agree in advance on: (i) the reasonable date(s) of and security and confidentiality controls applicable to any review of the SOC 2 report under Section 5.1.2(c)(i) or 7.5.1; and (ii) 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. Google may charge a fee (based on Google’s Google’s reasonable costs) for any audit under Section 7.5.2(a) or 7.5.2(b). 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 auditor appointed by Customer to execute any such audit. d. Google may object in writing to an 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 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.

Additional Business Terms for Reviews and Audits. a. (a) Customer must send any requests for reviews of the SOC 2 report Report under Section 5.1.2(c)(i) or 7.5.1, 7.5.1 or audits under Section 7.5.2(a) or 7.5.2(b), ) to Google’s Cloud Data Protection Team as described in Section 12 (Cloud Data Protection Team; Processing Records). b. (b) Following receipt by Google of a request under Section 7.5.3(a), Google and Customer will discuss and agree in advance on: (i) the reasonable date(s) of and security and confidentiality controls applicable to any review of the SOC 2 report Report under Section 5.1.2(c)(i) or 7.5.1; and (ii) 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. (c) Google may charge a fee (based on Google’s reasonable costs) for any review of the SOC 2 Report under Section 7.5.1 and/or audit under Section 7.5.2(a) or 7.5.2(b). Google will provide Customer with further details of any applicable fee, and the basis of its calculation, in advance of any such review or audit. Customer will be responsible for any fees charged by any auditor appointed by Customer to execute any such audit. d. (d) Google may object in writing to an 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 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.