Google Android Class Action

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Jeff D. Friedman
715 Hearst Avenue, Suite 202
Berkeley, CA 94710
Telephone: (510) 725-3000
Facsimile: (510) 725-3001
jefff@hbsslaw.com

Steve W. Berman (pro hac vice pending)
George W. Sampson (pro hac vice pending)
Robert F. Lopez (pro hac vice pending)
HAGENS BERMAN SOBOL SHAPIRO LLP
1918 Eighth Avenue, Suite 3300
Seattle, WA 98101
Telephone: (206) 623-7292
Facsimile: (206) 623-0594
steve@hbsslaw.com
george@hbsslaw.com
robl@hbsslaw.com

Attorneys for Plaintiffs and the Proposed Classes

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN JOSE DIVISION

GARY FEITELSON, a Kentucky resident, and
DANIEL MCKEE, an Iowa resident, on behalf
of themselves and all others similarly situated,

Plaintiffs,

v.

GOOGLE INC., a Delaware corporation,

Defendant.
No.

CLASS ACTION COMPLAINT

COMPLAINT FOR VIOLATION OF
THE SHERMAN ANTITRUST ACT,
CLAYTON ANTITRUST ACT,
CALIFORNIA CARTWRIGHT ACT,
AND CALIFORNIA UNFAIR
COMPETITION LAW

DEMAND FOR JURY TRIAL OF ANY
ISSUES SO TRIABLE
Case5:l4-cv-02007 Documentl Filed05/0l/l4 Pagel of 40

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TABLE OF CONTENTS
Page

I. INTRODUCTION .................................................................................................................. 1
II. JURISDICTION ..................................................................................................................... 3
III. PARTIES ................................................................................................................................ 3
IV. RELEVANT FACTS .............................................................................................................. 4
A. Google is a monopolist in general search. .................................................................. 4
B. Google is a monopolist in handheld general search. .................................................. 5
C. Google engages in unlawful behavior in order to restrain trade and
to maintain and grow its monopoly in handheld general search. ............................... 7
1. Google has been the subject of, and has settled, various
antitrust investigations. ................................................................................... 8
2. Googles restrains competition through the use of its
Mobile Application Distribution Agreements. ............................................. 10
D. Googles practices with respect to its Android apps and search
product restrain and injure competition in markets where already
there are high barriers to entry. ................................................................................. 13
E. Google conceals its MADA restrictions. .................................................................. 20
F. Google further forecloses competition in the market by entering
into exclusive contracts with Apple. ........................................................................ 22
G. Googles unlawful practices harm consumers. ......................................................... 23
V. INTERSTATE TRADE AND COMMERCE ...................................................................... 24
VI. RELEVANT MARKETS ..................................................................................................... 24
VII. CLASS ALLEGATIONS ..................................................................................................... 25
VIII. CLAIMS FOR RELIEF ........................................................................................................ 29
FIRST CAUSE OF ACTION VIOLATION OF THE SHERMAN ACT
(15 U.S.C. 1) ...................................................................................................................... 29
SECOND CAUSE OF ACTION VIOLATION OF THE SHERMAN
ACT MONOPOLIZATION (15 U.S.C. 2) ...................................................................... 30
THIRD CAUSE OF ACTION VIOLATION OF THE SHERMAN ACT
ATTEMPTED MONOPOLIZATION (15 U.S.C. 2) ........................................................ 31
FOURTH CAUSE OF ACTION VIOLATION OF THE CLAYTON ACT
(15 U.S.C. 14) .................................................................................................................... 32
Case5:l4-cv-02007 Documentl Filed05/0l/l4 Page2 of 40

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FIFTH CAUSE OF ACTION VIOLATION OF THE CARTWRIGHT
ACT (CAL. BUS. & PROF. CODE 16727) ............................................................................ 33
SIXTH CAUSE OF ACTION VIOLATION OF THE UNFAIR
COMPETITION ACT (CAL. BUS. & PROF. CODE 17200 et seq.) ................................... 35
PRAYER FOR RELIEF ................................................................................................................... 36
JURY TRIAL DEMANDED ........................................................................................................... 37


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I. INTRODUCTION
1. Google Inc. (Google) has long been a monopolist in the overall U.S. market for
general Internet search (hereafter general search). Google search is the Internets most powerful
tool, and to Google has become synonymous with searching the Internet. Internet search has
made Google the largest, and the most profitable, web-centric company in America.
2. Google also is a monopolist in the large and fast-growing American market for
mobile and tablet general Internet search (hereafter handheld general search). But Googles
maintenance and expansion of its monopoly in handheld general search, and, by extension, general
search, is not merely a function of having built a better search engine. Instead, Google has found a
way to use its Android mobile operating system (Android OS) to maintain and expand its
monopoly in both of these U.S. markets.
3. Having recognized that personal computing was moving away from the desktop and
that Internet searches increasingly are being done on smartphones and tablets, Google purchased
the Android OS in 2005. By giving away the Android OS itself for free, Google rapidly built an
enormous user base in the United States.
4. But Android itself only enables the basic functionality of a handheld device; what
brings mobile phones and tablets to life are applications. Some of the most popular handheld-
device applications, including the YouTube video app and Google Play (which enables shopping in
Googles app store) also are Google properties. As Google well knows, customers expect to see
these apps on their Android devices. So Google, by way of secret Mobile Application Distribution
Agreements (MADA), allows Android OS device manufacturers to pre-load a suite of Google
apps including the YouTube app and Google Play client, among others, onto a phone or tablet but
only if the manufacturer pre-loads onto prime screen real estate all of the apps in the suite, whether
the manufacturer wants them or not. Because consumers want access to Googles products, and
due to Googles power in the U.S. market for general handheld search, Google has unrivaled
market power over smartphone and tablet manufacturers.

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5. Among the suite of apps covered by Googles MADAs is the Google Phone-top
Search app a widget for conducting web searches via Googles search engine. This case arises
because of recent revelations that Google has restrained trade and abused its market power by
requiring distributors to install the Google Phone-top Search app and to set it as the default
search provider for all Web search access points, including the Internet browser, on phones or
tablets subject to its MADAs. As Google well knows, consumers do not know how to switch, nor
will they go to the trouble of switching, the default search engine on their devices, so this practice
is a highly effective means of ensuring that consumers will use Google search to conduct general
Internet queries rather than one of its competitors search products. And Google badly wants
default search engine status because it results in more paid search-related advertisements, which
are the source of most of its billions and billions of dollars in annual profits.
6. If device manufacturers bound by Googles distribution agreements were free to
choose a default search engine other than Google, the quality of Internet search overall would
improve because search engines become more effective as they process more and more search
queries. With default search engine status providing access to more searches, Googles
competitors in search would become more effective as they processed more queries, and this
competition would push Google to improve as well. Also, if Googles rivals were allowed to
compete for default status, they would do so in part by offering to pay device manufacturers for
that status on various Android smartphones and tablets. Such payments to device manufacturers,
maximized by way of competitive bidding, would lower the bottom-line cost associated with
production of the covered devices, which in turn would lead to lower consumer prices for
smartphones and tablets.
7. Googles MADAs are contracts in restraint of trade that are designed to maintain
and extend its monopolies in general search and handheld general search. Simply put, there is no
lawful, pro-competitive reason for Google to condition licenses to pre-load popular Google apps on
making its search product the default search engine on covered devices. By insisting on these
contracts with device manufacturers, to the detriment of competition and consumers, Google has

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violated the Sherman Act, the Clayton Act, Californias Cartwright Act, and Californias Unfair
Competition Act. Plaintiffs seek an injunction prohibiting Google from forcing its unlawful
distribution agreements on device manufacturers, and they seek monetary relief to restore the
quantum of money they overpaid for their Android handheld devices as a result of the competition
foreclosed by these contracts.
II. JURISDICTION
8. This Court has subject matter jurisdiction over this action under 28 U.S.C. 1331
because plaintiffs allege violations of federal law, namely the federal Sherman and Clayton Acts.
The Court has supplemental jurisdiction over the plaintiffs state law claims pursuant to 28 U.S.C.
1367(a).
9. This Court has personal jurisdiction over the defendant by way of the fact that the
defendant is licensed to do business in the state of California and in fact conducts business in this
state.
10. Venue is proper in this Court pursuant to 28 U.S.C. 1391(b), inasmuch as
unlawful practices are alleged to have been committed in this federal judicial district and the
defendant resides and regularly conducts business in this district.
11. Assignment to the San Jose division of this Court is appropriate because the
defendant has its headquarters in Mountain View, Santa Clara County, California, which is located
in this division of the Northern District of California. Also, it is believed and therefore alleged that
many members of the proposed class reside or do business in the San Jose division of the Northern
District of California.
III. PARTIES
12. Plaintiff Gary Feitelson is the owner of an HTC EVO 3D mobile phone purchased
in or about July 2011 in Louisville, Kentucky. This device is an Android OS device believed, and
therefore alleged, to be covered by one of the exclusionary Google contracts, i.e., a Google-HTC
MADA, described herein. Mr. Feitelson uses his phone, inter alia, to perform Internet general
searches. But for the restraints alleged herein, Mr. Feitelsons phone would have cost less and had

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better search capabilities as the result of competition that would have ensued but for Googles
unlawful restraints.
13. Plaintiff Daniel McKee is the owner of a Samsung Galaxy S III mobile phone
purchased in or about July 2012 in Des Moines, Iowa. This device is an Android OS device
believed, and therefore alleged, to be covered by one of the exclusionary Google contracts, i.e., a
Google-Samsung MADA, described herein. Mr. McKee uses his phone, inter alia, to perform
Internet general searches. But for the restraints alleged herein, Mr. McKees phone would have
cost less and had better search capabilities as the result of competition that would have ensued but
for Googles unlawful restraints.
14. Defendant Google is a Delaware corporation with its headquarters and principal
place of business in Mountain View, California. Google is Americas leader in general Internet
search conducted on all devices, and in handheld general search. It also is the owner of the
Android OS and popular and exclusive mobile and tablet applications including YouTube, Google
Maps, and Gmail. Additionally, Google is the owner of the Google Play (formerly Android
Market) client, by which owners of Android devices bearing it are enabled to buy applications,
music, movies, and books from the Google Play store. Google was number 55 on last years U.S.
Fortune 500, with 2013 revenues of $55.2 billion and profits of $10.737 billion.
IV. RELEVANT FACTS
15. The plaintiffs, like many millions of Americans, are consumers of Android OS
devices who have been affected adversely by Googles unlawful practices in commerce.
A. Google is a monopolist in general search.
16. General Internet searches occur, inter alia, when a user goes to a search engine
website Google.com, for example and executes a query there, or when he enters a query into
his browsers search bar and a pre-designated search engine operating in the background executes
it. For example, the user might query name of the 32nd president of the United States. Google is
a monopolist in the U.S. market for general search conducted on all devices, including laptops,
desktops, mobile phones, and tablets. According to StatCounter, Googles search engine share

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over all these devices was at 81.87% as of March 2014.
(http://gs.statcounter.com/#desktop+mobile+tablet-search_engine-US-monthly-201401-201403
(last accessed April 16, 2014).) Googles share is even larger, factoring in the .71% of the market
that AOL held as of April 2014, and the .36% of the market that Ask Jeeves held as of that same
time, both of which Google powers. By contrast, Googles competitor Bings share was at a
distant 9.8% as of that point in time, and its competitor Yahoo!s share was at an even more distant
6.42%. (Id.) (Yahoo! search is currently powered by Bing. Bing is owned by Microsoft.)

17. By any standard, Googles 81.87%+ share of the U.S. handheld general search
market is a monopoly.
B. Google is a monopolist in handheld general search.
18. Google also is a monopolist in U.S. market for handheld general search.
19. Recognizing that Internet search was migrating from desktops to mobile devices,
Google purchased the Android OS in August 2005. Handheld device manufacturers including

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Samsung Electronics Co., Ltd. (Samsung), HTC Corporation (HTC), and others have adopted
Android as the operating system for their popular smartphone and tablet devices. These devices
have included the popular Samsung Galaxy and HTC EVO smartphone lines, and the Samsung
Galaxy and HTC Flyer tablet lines.
20. With respect to mobile phones, according to comScore, a firm that regularly surveys
over 30,000 U.S. mobile subscribers in the U.S., Androids share of the United States smartphone
market was at 51.7% as of January 2014. comScore also reports that as of January 2014,
Americans owned 159.8 million smartphones, up 7% from October 2013. Thus, Android OS
powers the majority of smartphones owned by U.S. users. But this does not begin to tell the story
of Googles dominance in mobile and tablet devices. That dominance is based in its monopoly in
handheld general search.
21. Handheld general search occurs when a smartphone or tablet user performs an
Internet search query on his or her device. If, for example, the user wants to know where the
nearest coffee shop is located, she might type her query into the search bar of her mobile browser.
The browser then will hand off the request to a pre-set search engine, such as the Google search
engine, that will operate behind the scenes to execute her request. Or she might use a dedicated
search app, for example a Google-branded app or widget that was pre-loaded onto her phone, and
enter her search term there. Not surprisingly, when she does so with a Google widget, the search is
processed through the Google search engine. Or she might go to https://www.google.com via her
browser and run the search from there which is not as likely as the other two methods described,
given the extra step involved to navigate to the Google website before entering the desired query.
But in that event, too, a search engine Googles will execute the search. Whichever of these
methods the phone or tablet user employs, search results will be returned to her.
22. Google is the dominant mobile and tablet search engine in the United States. As of
March 2014, StatCounter reports that Googles U.S. handheld general search engine share the
share of mobile phone and tablet searches run through Googles search engine was at an
astounding 86.82%. Its competitor Yahoo!s share was at a distant 7.64%, and its competitor

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Bings share was at an even more distant 5.16%. (http://gs.statcounter.com/#mobile+tablet-
search_engine-US-monthly-201401-201403-bar (last accessed April 16, 2014).)

23. The handheld general search market is a submarket of the Internet general search
market. The former captures Internet general searches performed on portable, wireless, handheld
smartphones and tablets. The latter captures Internet general searches performed not only on these
handheld devices, but on desktop and laptop computers, too. By any standard, Googles 86.88%
share of the U.S. handheld general search market is a monopoly.
C. Google engages in unlawful behavior in order to restrain trade and to maintain and
grow its monopoly in handheld general search.
24. Google maintains monopoly status in handheld general search, which ensures that
the vast majority of mobile and tablet searches will be run by its search engine. Cornering the
market on handheld-device searches translates to colossal profits.
25. Google makes its money by selling advertising. The primary component of its
advertising profits is search advertising. Search advertising, which is a function of Googles
AdWords platform, serves paid ads in conjunction with so-called organic or natural search results.
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Thus, if an individual conducts a search for flat screen tv that is run by Googles search engine,
he will be returned not only a series of organic results in the form of links to responsive websites,
but also, he often will be returned a series of advertisements at the top and/or right (or north and
east) of the results page or pages. These search advertisements are based on a computerized
analysis of the search terms that the individual entered, and paid ads are served as a function of a
bidding process that advertisers have undertaken in order to buy words in the search query.
26. Search advertising results in billions of dollars of revenue to Google annually. (See
http://arstechnica.com/tech-policy/2014/01/court-orders-google-to-pay-1-36-of-adwords-revenue-
for-infringing-patents/ (estimating that Googles U.S. AdWords revenue, which is based on ads
generated by search queries, is somewhere in the range of $15 billion to $18 billion annually)
(last accessed April 30, 2014).) Unfortunately, Google has not competed simply on the basis of a
better search engine, but also various unlawful tactics designed to favor its interests. These tactics
have caught the attention of Congress and regulators at home and abroad.
1. Google has been the subject of, and has settled, various antitrust investigations.
27. In September 2011, the U.S. Senate Subcommittee on Antitrust, Competition Policy
and Consumer Rights held a hearing on The Power of Google: Serving Consumers or Threatening
Competition?, at which Googles Executive Chairman, Eric Schmidt, appeared and answered
questions related to Googles status as a monopolist; charges that it rigged search results to favor
its own interests; and charges that it scraped content from various websites and served it up in non-
organic search results, among others. (See generally Power of Google Transcript of Sept. 21, 2011
Hearing (available at http://www.gpo.gov/fdsys/pkg/CHRG-112shrg71471/pdf/CHRG-
112shrg71471.pdf (last accessed March 20, 2014)).)
28. Following this hearing, The New York Times reported in an October 12, 2012, article
entitled Drafting Antitrust Case, F.T.C. Raises Pressure on Google, that
[t]he Federal Trade Commission is raising the ante in its antitrust
confrontation with Google with the commission staff preparing a
recommendation that the government sue the search giant.
The governments escalating pursuit of Google is the most far-
reaching antitrust investigation of a corporation since the landmark
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federal case against Microsoft in the late 1990s. The agencys
central focus is whether Google manipulates search results to favor
its own products, and makes it harder for competitors and their
products to appear prominently on a results page.
29. Google ultimately reached a settlement with the U.S. government to head off an
antitrust lawsuit. (See, e.g., Google Agrees to Change Its Business Practices to Resolve FTC
Competition Concerns in the Markets for Devices Like Smart Phones, Games and Tablets, and in
Online Search (available at http://www.ftc.gov/news-events/press-releases/2013/01/google-
agrees-change-its-business-practices-resolve-ftc (last accessed March 26, 2014)).) In that
settlement, Google agreed to two terms involving search advertising. According to the Federal
Trade Commission, Google []agreed to give online advertisers more flexibility to simultaneously
manage ad campaigns on Googles AdWords platform and on rival ad platforms; and to refrain
from misappropriating online content from so-called vertical websites that focus on specific
categories such as shopping or travel for use in its own vertical offerings. (Id. at 1.)
30. Google also has faced intense scrutiny from the European Unions antitrust
authorities for these same sorts of practices. In February 2014, the E.U. and Google announced
that they had reached a settlement in avoidance of litigation. By way of the settlement, Google has
agreed to display rival search ads next to its own specialized search ads. It also has agreed to allow
website owners the right to opt out of display of their content crawled by Googles search engine
agents on covered web pages. And Google has agreed to cease making it difficult or impossible for
advertisers to port search advertising campaigns, i.e., AdWords campaigns, to rival search engines.
(See Commitments in Case COMP/C-3/39.740, dated January 31, 2014, at 2-15 (available at
http://services.google.com/fh/files/blogs/google_commitments_full_2014.pdf (last accessed
March 22, 2014).) But the settlement has yet to attain final approval by the E.U. Instead, it is
under heavy fire from various quarters, including the E.U.-affiliated European Consumer
Organisation, for not going far enough, and for leaving Googles anti-competitive practices
unchecked. (See, e.g., http://www.eubusiness.com/Members/BEUC/google-antitrust (last accessed
April 4, 2014).)

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2. Googles restrains competition through the use of its Mobile Application
Distribution Agreements.
31. A manufacturer of an Android OS smartphone or tablet must obtain a license from
Google to pre-load popular Google apps including YouTube, the Google Play client, Maps,
Calendar, Gmail, Talk, among others.
32. Google uses its popular apps to coerce manufacturers into making it the default
search engine provider on handheld devices. This unlawful tactic is currently under investigation
by European Union authorities, following the lodging of a complaint by FairSearch.org, of which
Microsoft, Expedia, tripadvisor, Oracle, and others are members. (See, e.g., In Europe, New
Protest Over Google, The New York Times, April 8, 2013; Google Reaches Settlement in EU
Antitrust Probe, The Wall Street Journal, February 5, 2014 (The [European Union] commission
is also examining whether Google is abusing its market share for mobile phones running its
Android operating system, according to people familiar with the examinations. Competitors have
said the company forces them to install software for Google searches.).)
33. Recently revealed copies of Googles contracts with device manufacturers provide
the details of Googles abusive market manipulation. If a smartphone or tablet manufacturer such
as Samsung or HTC wishes, for example, to pre-load Googles popular and exclusive YouTube app
on a given Android OS phone or tablet, or if it wishes to install Googles popular and exclusive
Google Play client on that device, then Google requires that the manufacturer must agree to make
Google the default search engine on the device. The manufacturer also must agree to pre-load all
of a suite of Google applications onto prime screen real estate. Further, the manufacturer must
agree to make Google location services the default location services provider on the phone.
Additionally, the manufacturer must agree that it will pass a so-called Android Compatibility Test
as to that device, which Google administers and controls in its sole discretion.
1
(Ex. A (MADA

1
Plaintiffs do not yet have sufficient information to identify which other manufacturers beyond
Samsung and HTC have, or have had, contracts with Google with these same or substantially
similar terms. But the Joint Submission of Corrected Exhibit List (Dkt. No. 923) submitted in the
Oracle v. Google matter, lists MADAs between Google and a whos who of Android OS device
manufacturers, including LG, Toshiba, Fujitsu, Funai, iriver, GigaByte Tech. Co., JVC Kenwood,

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between Google and Samsung), 2.1 (Devices may only be distributed if all Google
Applications
2
(excluding any Optional Google Applications) authorized for distribution in the
applicable Territory are pre-installed on the device, unless otherwise approved by Google in
writing.), 2.7 (The license to distribute Google Applications in Section 2.1 is contingent upon the
Device becoming an Android Compatible Device.), 3.4 (providing that Google Phone-top Search
must be set as the default search provider for all search access points on the Device providing for
the prime placement of Google Applications (emphasis added) and also providing for the prime
placement of Google Applications), 3.8(c) (Company shall configure Network Location
Provider to be the default network-based location provider on all Android Compatible Devices.);
Ex. B (MADA between Google and HTC), 2.1 (same as 2.1 in Google-Samsung agreement),
2.7 (same as 2.7 in Google-Samsung agreement), 3.4 (same as 3.4 in Google-Samsung
agreement), 3.8(c) (same as 3.8(c) in Google-Samsung agreement).)
34. To summarize, the Google MADA requires that:
Devices may only be distributed if all Google Applications [listed
elsewhere in the agreement] . . . are pre-installed on the Device . . . .
(Exs. A and B, 2.1.)
The device manufacturer must preload all Google Applications
approved in the applicable Territory . . . on each [covered] device.
(Exs. A and B, 3.4(1).)
The device manufacturer must place Googles Phone-top Search
and the Android Market [Google Play] Client icon . . . at least on the
panel immediately adjacent to the Default Home Screen, with all
other Google Applications . . . no more than one level below the
Phone Top. (Exs. A and B, 3.4(2)-(3).)

NEC Casio MobileComm, NEC Corp., Phillips Electronics Hong Kong, Sony, Acer, ASUSTek
Computer, Dell, TCT Mobile, Yulong Computer Telecomm. Scientific, ZTE Corp., and Kyocera.
Unfortunately, these MADAs are not available for public inspection because they were not entered
into evidence in the case. It appears likely, however, that Google has insisted on similar tying
arrangements with some or all of these other manufacturers, in violation of federal and state law,
and to the detriment of competition and consumers. (See Oracle America v. Google (N.D. Cal. No.
3:10-cv.03561), Dkt. No. 923 at Entries 83-85, 286, 2742-2756, and 2772-2702.)
2
In both the Google-Samsung and Google-HTC MADAs, Google Applications is defined as
the Google applications listed below . . . : Set-up Wizard, Google Phone-top Search, Gmail,
Google Calendar, Google Talk, YouTube, Google Maps for Mobile, Google Street View, Contact
Sync, Android Market Client (not products downloaded from Android Market), Google Voice
Search, and Network Location Provider. (Ex. A, 1.12; Ex. B, 1.11.)

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The device manufacturer must set Google Phone-top Search . . . as
the default search provider for all Web search access points on the
Device. (Exs. A and B, 3.4(4).)
Googles Network Location Provider service must be pre-loaded and
set as the default network-based location provider on all Android
Compatible Devices. (Exs. A and B, 3.8(c).)
35. These provisions are confidential and are not ordinarily available to the public.
MADA provision 6.1 prohibits a device manufacturer from sharing any Confidential Information
(as defined), and Google labels the MADA documents as Confidential, which makes the MADA
subject to this restriction. Two MADA documents became available during recent litigation: in
Oracle America v. Google, the HTC MADA and Samsung MADA were admitted as Trial Exhibits
286 and 2775, respectively, though both documents indicate in their footers that they are
HIGHLY CONFIDENTIAL ATTORNEYS EYES ONLY.
36. Default search engine status is exceedingly important to Google. If a Google search
app or widget is placed prominently on a handheld device, as in the following example of the
Samsung Galaxy S III mobile phone home screen bearing the Google Phone-top Search bar across
its middle, Google knows that phone and tablet owners will use it.


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Also, most phone and tablet users are unaware of the interaction between their browser which on
this Samsung device would be accessed by pushing the Internet icon and the search engine
which happens to be powering it; they simply want information from the World Wide Web.
(Using the browser to execute a search is an alternative to typing a search into the Google Phone-
top search bar.) They do not realize that when they initiate a search by typing a query into the
search/address box of their mobile web browser the so-called omnibox the query is executed
via a search engine such as Google.
37. If Google is set as the default search engine provider, so much the better to sustain
and grow Googles monopoly position and power in handheld general search. As Googles Vice-
President of Product Management & Marketing put it:
So more users more information, more information more users, more
advertisers more users, its a beautiful thing, lather, rinse, repeat,
thats what I do for a living. So thats what someone alluded to the
engine that cant be stopped.
3

38. By way of Googles coercive and exclusionary practice with Android OS device
manufacturers such as Samsung and HTC, Google restrains and quashes competition for default
search engine status before it even can begin. There is no lawful reason to compel manufacturers
wishing to pre-load the YouTube app onto a device, or to enable their customers to access the
Google Play store and its 1.2 million apps, to make Google the default search engine on that device
as well. Instead, Googles practice is a pure power play designed to maintain and extend its
monopoly in handheld general search.
D. Googles practices with respect to its Android apps and search product restrain and
injure competition in markets where already there are high barriers to entry.
39. Consider the impact on a device manufacturer seeking to substitute an offering that
competes with a Google app. For example, a phone manufacturer might conclude that some non-
Google service is preferable to one of the listed Google Applications perhaps faster, easier to use,
or more protective of user privacy. Alternatively, a phone manufacturer might conclude that its

3
Source: Jonathan Rosenberg, Google VP of Product Management & Marketing, Inside the
Black Box: Technology & Innovation at Google, Speech to Claremont McKenna College
(emphasis added).

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users care more about a lower price than about pre-loaded Google apps. Such a manufacturer
might be willing to install exclusively and prominently an app from some other search-engine
provider, location-services provider, or other developer in exchange for a payment, which would be
partially shared with consumers via a lower selling price for the phone. Googles MADA
restrictions disallow any such configuration if the phone is to include any of the listed Google apps.
40. The MADA provisions help Google whenever a phone manufacturer sees no
substitute to even one of Googles apps. Manufacturers may perceive that Bing Search,
DuckDuckGo, Yahoo! Search, and others are reasonable substitutes to Google Search.
Manufacturers also may perceive that Bing Maps, MapQuest, Yahoo! Maps, and others are
reasonable substitutes to Google Maps. But it is not clear what other app store besides Google Play
that a manufacturer could preinstall onto a smartphone in order to offer a comprehensive set of
apps. Furthermore, a manufacturer would struggle to offer a phone without a pre-installed
YouTube app. Without the expected pre-loaded app allowing easy access to the short-format
entertainment videos that are YouTubes specialty, a phone would be unattractive to many
consumers, thus undermining carriers efforts to sell data plans, and putting the phone at
heightened risk of commercial failure. Needing Google Play and YouTube, a manufacturer must
then accept Google Search, Maps, Network Location Provider, and more even if the
manufacturer prefers a competitors offering or prefers a payment for installing some alternative
exclusively.
41. In principle, the MADA allows a phone manufacturer to install certain third-party
applications in addition to the listed Google Applications. For example, the phone manufacturer
could install other search, maps, or email apps in addition to those offered by Google. But multiple
apps are duplicative, confusing to users, and a drain on limited device resources. Moreover, in the
key categories of search and location, Google requires that its apps be the default, and Google
demands prominent placements for its search app and app store. These factors sharply limit users
attention to other preloaded apps, reducing competitors willingness to pay for pre-installation.

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Thus, even if phone manufacturers or carriers preload multiple applications in a given category, the
multiple apps are unlikely to significantly weaken the effects of Googles tie.
42. These MADA restrictions suppress competition. Thanks to the MADA, alternative
vendors of search, maps, location, email, and other apps cannot outcompete Google on the merits;
even if a competitor offers an app thats better than Googles offering, the carrier is obliged to
install Googles app also, and Google can readily amend the MADA to require making its app the
default in the corresponding category (for those apps that dont already have this additional
protection). Furthermore, competitors are impeded in using the obvious strategy of paying
manufacturers for distribution; to the extent that manufacturers can install competitors apps, they
can offer only inferior placement adjacent to Google, with Google left as the default in key
sectors preventing competitors from achieving scale or outbidding Google for prominent or
default placement on a given device.
43. These MADA provisions serve both to help Google expand into areas where
competition could otherwise occur, and to prevent competitors from gaining traction.
44. Googles practices with respect to its MADAs restrain and hurt competition because
they constitute yet one more way by which Google forecloses its rivals in handheld general search
from competing. The results are especially pernicious given that already there are high barriers to
entry in the markets for general search.
45. Any search engine becomes better over time as more and more search inquiries are
run through it. Searches executed via Googles search engine provide Google with data that
Google utilizes to improve its search algorithm. For example, if a users quest for specific
information is not satisfied by clicking on prominent links in results returned by the search engine,
she will click on a lower-ranked link or enter new search terms, and this data allows the algorithm
powering the search engine to adapt, or to be modified, to produce better results. This, in turn,
enhances Googles appeal to consumers, and the cycle repeats itself. Then, because Google
attracts more users with these ever-improving search results, Google attracts yet more ad dollars
because advertisers will follow the most consumers. And with more advertising dollars, Google

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can spend even more money to enhance its infrastructure
4
and search product, the effect of which
will be to attract yet more. (See, e.g., C. Argenton & J. Prfer, Search Engine Competition with
Network Externalities, Journal of Competition Law and Economics, 8(1), 73-105 (2012), at 1-2,
9, 11, 13.) This is the beautiful thing of which Mr. Rosenberg, Google VP of Product
Management and Marketing, has spoken.
46. The high barrier to entry posed by Googles beautiful cycle has been recognized
by antitrust regulators. As the federal government recognized in its February 18, 2010, Statement
of the Department of Justice Antitrust Division on Its Decision To Close Its Investigation of the
Internet Search and Paid Search Advertising Agreement Between Microsoft Corporation and
Yahoo! Inc.:
The search and paid search advertising industry is characterized by
an unusual relationship between scale and competitive performance.
The transaction will enhance Microsofts competitive performance
because it will have access to a larger number of queries, which

4
Huge financial and computational resources are required to run a search engine as a
consequence of the enormity of the World Wide Web. Search engines crawl the web via robots in
order to index the contents of the nearly one billion websites in existence. (See
http://www.internetlivestats.com/total-number-of-websites/ (last accessed April 14, 2014).)
Needless to say, this is a Herculean task due to the ever-expanding nature of the web. Googles
head of search stated at an August 2012 search press breakfast that there were some 20 trillion
URLs online and that Google crawled over 20 billion of those on an average day. He also reported
that Google answered 100 billion searches per month. (http://searchengineland.com/google-
search-press-129925 (last accessed April 22, 2014) (emphasis added).) Contrast this to what
Google reported only four years earlier, when the numbers already were staggering. As Google
wrote in July 2008: Recently, even our search engineers stopped in awe about just how big the
web is these days when our systems that process links on the web hit a milestone: 1 trillion (as in
1,000,000,000,000) unique URLs on the web at once!
(http://googleblog.blogspot.com/2008/07/we-knew-web-was-big.html (last accessed April 14,
2014) (emphasis in original).) Google reported further:
Even after removing exact duplicates, we saw a trillion unique
URLs, and the number of individual web pages out there is growing by
several billion pages per day. We dont index every one of those
trillion pages [b]ut were proud to have the most comprehensive
index of any search engine. Today, Google downloads the web
continuously . [M]ultiple times every day, we do the computational
equivalent of fully exploring every intersection of every road in the
United States. Except itd be a map about 50,000 times as big as the
U.S., with 50,000 roads and intersections.
(Id.)

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should accelerate the automated learning of Microsofts search and
paid search algorithms and enhance Microsofts ability to serve more
relevant search results and paid search listings, particularly with
respect to rare or tail queries. The increased queries received by
the combination operation will further provide Microsoft with a
much larger pool of data than it currently has or is likely to obtain
without this transaction. The larger data pool may enable more
effective testing and thus more rapid innovation of potential new
search-related products, changes in the presentation of search results
and paid search listings, other changes in the user interface, and
changes in the search or paid search algorithms. This enhanced
performance, if realized, should exert correspondingly greater
competitive pressure in the marketplace.
Yet even after consummation of the Microsoft-Yahoo! deal referenced in this statement by the
Department of Justice, in which Microsofts Bing began to power Yahoo! searches, Bing has
struggled mightily. As The Washington Post reported recently, Microsofts online services
division, which oversees search engine Bing, reported a loss of $1.3 billion in 2013 less than the
previous year but still in the red. (http://www.washingtonpost.com/blogs/the-
switch/wp/2014/02/05/investors-want-microsofts-new-ceo-to-kill-xbox-bing-and-surface/ (last
accessed April 14, 2014.) This has brought pressure from investors to dump Bing altogether.
47. If Microsoft were to exit the market, then there is little hope for any meaningful
competition in the markets for general search and handheld general search. As Steve Pociask and
Joseph P. Fuhr, Jr. of the American Consumer Institute put it in their July 24, 2012 paper entitled
The Search for Market Dominance:
Most troubling, however, are recent events suggesting that rivalry in
the search engine and search advertising markets has waned
altogether. Not only are many of the early search engine rivals gone,
but most of the remaining competitors are using Googles search
capability to some extent or through revenue-sharing deals. For
example, for years now, AOL has been using Googles search engine
and, consequently, Googles advertising program. Similarly,
Ask.com downsized its staff several years ago and signed a five-year
multi-billion dollar deal to use Googles advertising/sponsored links
program. More recently, both AOL and Ask.com have reaffirmed
their dependence on Google. As recently as last October, there are
reports that Google was looking to finance a deal for others to buyout
Yahoo. Bing continues to sustain billions of dollars in losses and
single-digit market share worldwide. Google has locked into
exclusive deals with various providers, making it the default search
engine on many online web devices. By all indications, competitors
are waning, rivals are using Googles own services, and not even
Microsoft can make a profitable dent into the market. It appears that

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the market has tipped to Google, which funnels much of the webs
traffic to and from its websites and partner websites.
(Id. at 8-9 (footnotes omitted) (available at
http://www.ftc.gov/sites/default/files/attachments/frequently-requested-records/1311google-2013-
00857.pdf) (last accessed April 15, 2014).)
48. Google itself has acknowledged that scale is critical to the general search market
and constitutes a grave barrier to entry. For example, Googles executive chairman, Eric Schmidt,
was quoted in an April 13, 2003 New York Times article entitled In Searching the Web, Google
Finds Riches as stating: Managing search at our scale is a very serious barrier to entry. And
this was over 10 years ago, well before Google attained its present immense size and scale.
Mr. Schmidt has since tried to walk back that statement, but it remains as objectively true today as
it was then even more so.
49. In fact, only a few years ago, Mr. Schmidt again acknowledged the immense power
and marketplace effectiveness of Googles scale during an interview for an October 9, 2009.
BloombergBusinessweek article entitled How Google Plans To Stay Ahead in Search. In
response to the question, What is Googles biggest strength in search? Mr. Schmidt responded:
We just have so much scale in terms of the data we can bring to bear.
50. This is consistent with Mr. Schmidts remarks expressed earlier in 2009, in response
to a question during a FOX Business television interview about whether Microsofts investment of
some $80-100 million into promotion for its competitive search engine, Bing, would compel a
response from Google. As Mr. Schmidt put it, From Bings perspective they have a bunch of new
ideas and there are some things that are missing. We think search is about comprehensiveness,
freshness, scale, and size for what we do. Its difficult for them to copy that.
(http://www.zdnet.com/blog/btl/schmidt-bing-has-not-changed-what-google-is-doing/19492
(emphasis added) (last visited March 20, 2014).) When not even a company as successful and
wealthy as Microsoft gives Google competitive pause due to Googles scale and the barriers to
entry that it poses, then realistically, no company can hope to compete with Google in the fast-
Case5:l4-cv-02007 Documentl Filed05/0l/l4 Page2l of 40

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growing market for phone and tablet general search, especially when Google resorts to unlawful
behavior to maintain and expand its monopoly power.
51. Indeed, as Reuters reported on November 21, 2012, in an article entitled Google
competitor DuckDuckGo says its getting shut out, [u]pstart Internet search engine
DuckDuckGo, which promotes itself as a Google Inc. rival which does not track users personal
information, says it is being hurt by the search giant . According to the article, Gabriel
Weinberg, the MIT graduate who started DuckDuckGo, complained that the Android wireless
phone comes with Google as the phones standard search mechanism. (Id.) DuckDuckGo can
be added as an app to a mobile device, which is less convenient than being the default search
engine, said Weinberg. But Googles anti-competitive tactics did not stop there. Instead, Google,
having purchased a company which owned the domain name duck.com, began redirecting traffic
from that domain name to itself after DuckDuckGo inquired about purchasing it. (Id.) This,
according to Mr. Weinberg, created confusion among consumers. (Id.) Mr. Weinberg also
complained of the difficulty of making DuckDuckGo the default search provider in Googles
Chrome web browser. (Id.) The article concluded by reporting that [a] former antitrust enforcer,
who asked not to be named, said the actions that Weinberg complained about were unexciting
taken individually but, as a cluster, could be worrisome. Its relevant. Its what antitrust enforcers
call monopoly soup, said the enforcer. (Id.)
52. When Bing and other search engines such as DuckDuckGo are excluded from
competition by way of the practices described in this complaint, not only is actual competition
restrained and harmed by way of the exclusion itself, but even the prospect of real competition is
restrained and diminished. When Googles search product grows in effectiveness, fueled by search
volumes strongly enhanced as a result of Googles anti-competitive practices, competitors fall yet
further behind both in terms of effectiveness but also in terms of reputation in the marketplace.
53. Competition is further restrained and harmed by Googles unlawful contracts
because rivals to Googles applications, such as AOLs MapQuest, an alternative to Google Maps,
cannot compete for pre-load exclusivity on affected Android OS mobile devices. Googles like

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applications must be pre-loaded pursuant to terms of its MADAs, in prime positions on the mobile
phones or tablets screens.
54. Not only is competition restrained and harmed by Googles practices, but so is the
innovation that real competition brings. When rivals are not able to compete, they will be less and
less likely to make the investments in time and money that would mean better mobile search or
maps (as one example) for everyone. New potential competitors will stay away, too, from such a
stacked marketplace. And this means that consumers are robbed of what these aspiring
competitors might bring to the market, if only they were given a fair chance to compete.
E. Google conceals its MADA restrictions.
55. The MADA restrictions have been unknown to the public and Google has
effectively kept them hidden. The MADA agreements are labeled highly confidential attorneys
eyes only. Further, Google has misleadingly implied that it has no such restrictions.
56. Googles public statements indicate few to no significant restrictions on use of the
Android operating system or Googles apps for Android leading reasonable observers and even
industry experts to conclude, mistakenly, that Google allows its apps to be installed in any
combination that manufacturers prefer.
57. For example, on the Welcome to the Android Open Source Project! page, the first
sentence touts that Android is an open source software stack . . . . (https://source.android.com/
(last accessed April 29, 2014).) Nothing on that page indicates that the Android platform, or
Googles apps for Android, suffers any restriction or limitation on the flexibility standard for open
source software.
58. Moreover, senior Google executives have emphasized the importance of Googles
openness in mobile. Former Google Senior Vice President Jonathan Rosenberg offered a 4300-
word analysis of the benefits of openness for Google generally and in mobile in particular. For
example, Mr. Rosenberg argued: In an open system, a competitive advantage doesnt derive from
locking in customers, but rather from understanding the fast-moving system better than anyone else
and using that knowledge to generate better, more innovative products.

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(http://googleblog.blogspot.com/2009/12/meaning-of-open.html (last accessed April 29, 2014).)
Mr. Rosenberg also argued that openness allow[s] innovation at all levels from the operating
system to the application layer not just at the top a design which he said helps facilitate
freedom of choice for consumers as well as competitive ecosystem for providers. (Id.) Mr.
Rosenberg says nothing about MADA provisions or restrictions on what apps manufacturers can
install. Yet there is no way to reconcile the MADA restrictions with Mr. Rosenbergs claim of
allow[ing] innovation at all levels and claimed freedom of choice for consumers.
59. Additionally, Andy Rubin, then Senior Vice President of Mobile at Google, in an
April 2011 blog post claimed that [D]evice makers are free to modify Android to customize any
range of features for Android devices. (http://android-developers.blogspot.com/2011/04/i-think-
im-having-gene-amdahl-moment.html (last accessed April 30, 2014).) He continued: If someone
wishes to market a device as Android-compatible or include Google applications on the device, we
do require the device to conform with some basic compatibility requirements. (After all, it would
not be realistic to expect Google applications or any applications for that matter to operate
flawlessly across incompatible devices). (Id.) Mr. Rubins post does not explicitly indicate that
the referenced basic compatibility requirements are the only requirements Google imposes, but
that is the natural interpretation. Reading Mr. Rubins remarks, particularly in light of his
introduction that Android is an open platform, most readers would conclude that there are no
significant restrictions on app installation or search defaults.
60. But that is not all. Google Executive Chairman Eric Schmidt, following the
Senates September 2011 Power of Google hearing, responded to written question 8.a put to him
by Sen. Herbert Kohl as follows:
Has Google demanded that smartphone manufacturers make Google
the default search engine as a condition of using the Android
operating system?
Mr. Schmidt:
Google does not demand that smartphone manufacturers make
Google the default search engine as a condition of using the Android
operating system. . . .

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One of the greatest benefits of Android is that it fosters competition
at every level of the mobile marketincluding among application
developers. Google respects the freedom of manufacturers to choose
which applications should be pre-loaded on Android devices.
Google does not condition access to or use of Android on pre-
installation of any Google applications or on making Google the
default search engine. . . .
Manufacturers can choose to pre-install Google applications on
Android devices, but they can also choose to pre-install competing
search applications like Yahoo! and Microsofts Bing. Many Android
devices have pre-installed the Microsoft Bing and Yahoo! search
applications. No matter which applications come pre-installed, the
user can easily download Yahoo!, Microsofts Bing, and Google
applications for free from the Android Market.
(Power of Google Transcript of Sept. 21, 2011 Hearing at 147-48 (available at
http://www.gpo.gov/fdsys/pkg/CHRG-112shrg71471/pdf/CHRG-112shrg71471.pdf (last accessed
March 20, 2014)).) Mr. Schmidts responses to questions from Sen. Mike Lee (question 15.b),
from Sen. Al Franken (question 7), and from Sen. Richard Blumenthal (question 7) were similar
and, in sections, identical, and were highly misleading given the terms of Googles MADAs. (Id.
at 165-66, 125-26, and 110.)
F. Google further forecloses competition in the market by entering into exclusive
contracts with Apple.
61. As part of its strategy to maintain and extend its monopoly in handheld general
search, Google also has entered into exclusionary agreements with the largest non-Android phone
manufacturer, Apple Inc. (Apple).
62. Google has paid Apple hundreds of millions of dollars, if not billions of dollars over
the years, to act as the default search engine on Apple iPhones, iPads, and iPods. It is estimated
that it will pay Apple over a billion dollars in 2014 to retain this status. (See, e.g.,
http://searchengineland.com/financial-analyst-affirms-googles-1-billion-in-default-search-
payments-to-apple-148255 (last accessed April 4, 2014).) This arrangement forecloses competing
search engine companies from the best opportunity to break Googles stranglehold on the handheld
general search market.
63. No pro-competition justification exists for the exclusion of rival search engines
from acting as the default search engine on Apple mobile devices.

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G. Googles unlawful practices harm consumers.
64. Consumers are harmed by Googles practices in aid of maintaining and advancing
its monopolies because they are robbed of choice, because of the stifling of innovation, and
because their handheld devices cost more than they would if Google did not foreclose competition.
As to the latter harm, when Googles competitors in handheld general search are prevented from
competing with regard to default engine status, or for app exclusivity, on a phone or tablet, money
they would pay manufacturers for that status which would drive down the price of that device
stays in these competitors pockets. This means that consumers pay more for affected phones and
tablets than they would but for Googles unlawful behavior.
65. Googles mandatory MADA terms that tie Google search to its other products,
without business necessity or justification, in fact kill competition and consumer choice. As
Susan A. Creighton, counsel for Google and former Director of the Bureau of Competition at the
Federal Trade Commission, put it at the Power of Google hearing: And this really gets to the
question of, are there impediments to the ability of consumers to choose. So if someone found, for
example, that as Microsoft did there [with respect to Netscape], that Microsoft was intimidating
OEMs from being able to offer rival product so that it never got to market, then I would want to
have relief that went to those provisions that were preventing choice. (Power of Google
Transcript of Sept. 21, 2011 Hearing at 46-47 (available at http://www.gpo.gov/fdsys/pkg/CHRG-
112shrg71471/pdf/CHRG-112shrg71471.pdf (last accessed March 20, 2014)).
5
)
66. This lawsuit aims to achieve the sort of relief to which Googles counsel referred
and to restore to consumers the price premium they paid for their affected mobile phones and
tablets.

5
Googles counsel also remarked that competition among search engines for default status with
Apple was a good thing even as Googles own MADAs, with their tying provisions, make it
impossible with respect to affected Android OS products. (See id. at 45 ([W]e actually want
Apple to be able to have companies like Bing and Google competing to be the best search
engine. . . . Now, [Apple] having picked Google, Bing and Yahoo are going to compete that much
harder the next time. So when you have that kind of a contestable market, that you have someone
whos a stand-in for consumers, because Apple is not going to take the worst search engine.).)

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V. INTERSTATE TRADE AND COMMERCE
67. The activities of the defendant as alleged in this complaint were within the flow of,
and substantially affected, interstate commerce.
VI. RELEVANT MARKETS
68. Where it is necessary that plaintiffs demonstrate the existence of relevant markets,
there are two. The first is the United States market for general search, i.e., general Internet search
conducted on desktop computers, laptops, and handheld devices via the Google search engine or
one of its general search engine rivals, such as Bing. The second is the United States market for
handheld general search, i.e., general Internet search conducted on smartphones and tablets.
69. First, Google has acknowledged the existence of a general search category (see
id. at 72 and 102 (referring to Microsofts Bing search engine in a written response posed by a U.S.
Senator in the Power of Google proceedings, Googles counsel remarked: Here, by
comparison, Google has no ability to exclude a general search engine rival such as Microsoft from
the market.; and its executive chairman stated in response to another written question: As I
acknowledged during the Committee hearing, Google is in the area of 65% of queries [for
desktop search] in the U.S., if you look only at Googles general search competitors, such as
Microsofts Bing and Yahoo!) (emphases added).)
70. Though Google today seems intent on denying the existence of this obvious
market even as it (a) pays Apple hundreds of millions, if not billions, of dollars for default search
engine status on the iPhone and (b) insists on unlawful tying arrangements with Android OS
manufacturers to maintain and expand its dominance of it in smartphones and tablets Googles
executive chairman was correct when in September 2010 he remarked in a Wall Street Journal
video interview that there is in fact a market for general search. Whatever Googles current efforts
to dilute the discreteness of this market with references to specialized searches run through
Facebook, for example, or Yelp, its executive chairman himself rightly waved away such efforts
from others only a short while ago. As AFP reported in a September 25, 2010, article entitled
Google chief sees Bing as main threat:

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Google chief executive Eric Schmidt on Friday said that Microsofts
Bing search engine was the company's main threat, not Facebook or
Apple.
While its true Web search is not the only game in town, searching
information is what it is all about, Schmidt said in Wall Street
Journal interview video posted online.
He described Apple as a well-respected competitor and Facebook as
a company of consequence doing an excellent job in social
networking, but said that Microsofts latest-generation search
engine was Google's main competition.
We consider neither to be a competitive threat, Schmidt said,
referring to Facebook and Apple. Absolutely, our competitor is
Bing. Bing is a well-run, highly competitive search engine.
(http://www.google.com/hostednews/afp/article/ALeqM5gJL1jBNwMhcjiDZl-
P1EVe8Lalpw?hl=en (last accessed March 22, 2014 (emphasis added).)
71. Second, a relevant submarket, in addition to, or as an alternative to, the first relevant
market, is the United States market for handheld general search. Not only do industry analysts
consider handheld general search to be a distinct market, but so does Google in its pitches to
advertisers. (See, e.g., http://services.google.com/fh/files/misc/mobile-search-ppt.pdf (PowerPoint
presentation to advertisers based on Google-Nielsen survey and study).)
72. Substantial barriers to entry to the overall general search market and the handheld
general search market exist because of Googles monopolization of those markets, including by
means of the unlawful conduct alleged in this complaint.
VII. CLASS ALLEGATIONS
73. Plaintiffs bring this action under Fed. R. Civ. P. 23(b)(1) and (2).
74. Plaintiffs bring this action on behalf of themselves and the following class, for
injunctive relief based on violations of the federal Sherman and Clayton antitrust acts:
All U.S. purchasers of any Android OS mobile telephone or tablet as
to which Google and the manufacturer of such device has entered
into a contract or contracts, including the so-called Mobile
Application Distribution Agreement, by which Google has
conditioned the right to pre-load any application from a suite of
Google applications, including the YouTube app or the Google Play
client, on the manufacturers mandatory acceptance and installation
of Google search, or so-called Google Phone-top Search, as the
default search engine on that device.

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Excluded from this proposed class is the defendant; defendants affiliates and subsidiaries;
defendants current or former employees, officers, directors, agents, and representatives; and the
district judge or magistrate judge to whom this case is assigned, as well as those judges immediate
family members.
75. Plaintiffs also bring this action on behalf of themselves and the following class, for
monetary and injunctive relief based on violations of Californias Cartwright Act and Unfair
Competition Law:
All U.S. purchasers of any Android OS mobile telephone or tablet as
to which Google and the manufacturer of such device has entered
into a contract or contracts, including the so-called Mobile
Application Distribution Agreement, by which Google has
conditioned the right to pre-load any application from a suite of
Google applications, including the YouTube app or the Google Play
client, on the manufacturers mandatory acceptance and installation
of Google search, or so-called Google Phone-top Search, as the
default search engine on that device.
Excluded from this proposed class is the defendant; defendants affiliates and subsidiaries;
defendants current or former employees, officers, directors, agents, and representatives; and the
district judge or magistrate judge to whom this case is assigned, as well as those judges immediate
family members.
76. Upon information and belief, the unlawful conduct alleged in this complaint,
including preparation of, imposition of the terms of, and entry into, the Google MADAs, was
effected, implemented, adopted, and ratified in the state of California, where Google maintains its
U.S. headquarters. Furthermore a substantial part of the anti-competitive conduct took place in
California. For these reasons, plaintiffs allege that they and the nationwide class proposed in the
preceding paragraph are entitled to monetary and injunctive relief under California law.
77. In the event that the Court determines that California law does not apply nationwide,
plaintiffs will bring alternative, additional class allegations based on the laws of the various states
permitting such actions under their antitrust and unfair competition laws.
78. Numerosity: The exact number of the members of the proposed classes is
unknown and is not available to the plaintiffs at this time, but upon information and belief, the

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classes will consist of many hundreds of thousands of members, or even millions of members, such
that individual joinder in this case is impracticable.
79. Commonality: Numerous questions of law and fact are common to the claims of
the plaintiff and members of the proposed classes. These include, but are not limited to:
a. Whether Google unlawfully has conditioned the contractual right of any
manufacturer of any Android OS mobile telephone or tablet to pre-load on that device any of
Googles applications, including the YouTube app or the Google Play client, on the manufacturers
mandatory acceptance and installation of Google search, or so-called Google Phone-top Search, as
the default search engine on that device;
b. Whether there are U.S. antitrust markets for general search and handheld
general search;
c. Whether Google has unlawfully monopolized, or attempted to monopolize,
the markets for general search and handheld general search, including with respect to Android OS
mobile telephones and tablets;
d. Whether competition in the general search and handheld general search
markets has been restrained and harmed by Googles monopolization of those markets;
e. Whether consumers have been harmed, including by way of having paid
more for their affected Android OS mobile telephones and tablets than they would have but for
Googles unlawful conduct, as a result of Googles unlawful practices;
f. Whether plaintiffs and members of the proposed classes are entitled to
declaratory or injunctive relief to halt Googles unlawful practices, and to their attorney fees, costs,
and expenses;
g. Whether plaintiffs and members of the proposed classes are entitled to any
damages or restitution incidental to the declaratory or injunctive relief they seek, and to their
attorney fees, costs, and expenses related to any recovery of such monetary relief; and

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h. Whether plaintiffs and members of the proposed classes are otherwise
entitled to any damages or restitution, and to their attorney fees, costs, and expenses related to any
recovery of such monetary relief.
80. Typicality: Plaintiffs claims are typical of the claims of the members of the
proposed classes. The factual and legal bases of Googles liability are the same and resulted in
injury to plaintiffs and all of the other members of the proposed classes.
81. Adequate representation: Plaintiffs will represent and protect the interests of the
proposed classes both fairly and adequately. They have retained counsel competent and
experienced in complex class-action litigation. Plaintiffs have no interests that are antagonistic to
those of the proposed classes, and their interests do not conflict with the interests of the proposed
class members they seek to represent.
82. Prevention of inconsistent or varying adjudications: If prosecution of a myriad
of individual actions for the conduct complained of were undertaken, there likely would be
inconsistent or varying results. This would have the effect of establishing incompatible standards
of conduct for the defendant. Certification of plaintiffs proposed classes would prevent these
undesirable outcomes.
83. Injunctive and declaratory relief: By way of its conduct described in this
complaint, the defendant has acted on grounds that apply generally to the proposed classes.
Accordingly, final injunctive relief or corresponding declaratory relief is appropriate respecting the
classes as a whole.
84. Predominance and superiority: This proposed class action is appropriate for
certification. Class proceedings on these facts and this law are superior to all other available
methods for the fair and efficient adjudication of this controversy, given that joinder of all
members is impracticable. Even if members of the proposed classes could sustain individual
litigation, that course would not be preferable to a class action because individual litigation would
increase the delay and expense to the parties due to the complex factual and legal controversies
present in this matter. Here, the class action device will present far fewer management difficulties,
Case5:l4-cv-02007 Documentl Filed05/0l/l4 Page3l of 40

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and it will provide the benefit of a single adjudication, economies of scale, and comprehensive
supervision by this Court. Further, uniformity of decisions will be ensured.
VIII. CLAIMS FOR RELIEF
FIRST CAUSE OF ACTION
VIOLATION OF THE SHERMAN ACT
(15 U.S.C. 1)
85. Plaintiffs repeat and re-allege every allegation above as if set forth herein in full.
86. Plaintiffs bring this claim on their own behalf and on behalf of each member of the
proposed nationwide Sherman Act and Clayton Act class (hereafter federal law class) described
above.
87. Under the MADAs described herein, manufacturers of Android OS smartphones
and tablets wishing to pre-load onto a device any Google application contained in a Google-
designated suite of apps must agree to pre-load all Google applications from that suite onto that
device. This suite of apps includes not only the YouTube app and Google Play client, among
others, but Googles Phone-top Search, i.e., Googles search engine product, as well. Thus, a
manufacturer wishing to pre-load YouTube or Google Play onto a device also is required to pre-
install Google Phone-top Search on that device and to make it the default search engine for all
Web search access points on the Device. (Exs. A and B, 3.4.) These requirements mean, inter
alia, that no rival search engine can compete for default search engine status on an affected device
because, by definition, there can be only one default search engine.
88. Googles MADAs are contracts in restraint of trade. Googles conduct affects and
forecloses a substantial amount of interstate commerce.
89. Plaintiffs and the federal law class have been harmed by Googles conduct, both in
terms of the denial of choice and other injuries to competition and innovation, but also in terms of
the supra-competitive prices they paid for their smartphones and tablets due to the inability of
Googles rivals to compete for default search engine status or exclusive application pre-loading,
including by way of paying device manufacturers fees for such status. Had Googles rivals been
able to compete for such status on a given device, including by way of making payments to device

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manufacturers, the effect would have been to lower the cost to produce that device, and consumer
prices would have been lower than what they were but for Googles unlawful conduct. For these
reasons, Googles conduct has been a substantial factor in causing plaintiffs and the proposed
classes harm.
90. Plaintiffs are inclined to purchase Android OS devices in the future, in part because
of their investment in learning the Android OS system and also because of their desire to continue
using applications they have purchased from the Android Market or Google Play store. Plaintiffs
and the federal law class are entitled to an injunction, pursuant to 15 U.S.C. 26, to prevent
Google from persisting in its unlawful behavior to their detriment.
SECOND CAUSE OF ACTION
VIOLATION OF THE SHERMAN ACT - MONOPOLIZATION
(15 U.S.C. 2)
proposed nationwide federal law class described above.
93. The relevant markets are the U.S. general search market and the handheld general
search market.
94. Google possesses monopoly power in the relevant markets.
95. For the reasons stated herein, substantial barriers to entry and expansion exist in the
relevant markets.
96. Google has the power to exclude competition in the relevant markets, and it has
used that power, including by way of its unlawful practices in restraint of trade as described herein,
in order to maintain and expand its monopoly power in both.
97. Googles conduct as described herein, including its unlawful practices in restraint of
trade, is exclusionary vis-a-vis its rivals in the U.S. markets for handheld general search and
general search.

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98. Google has combined with device manufacturers to maintain and grow its monopoly
in handheld general search and general search, with the effect being that competition is foreclosed,
that innovation is stifled, and that consumer choice is gravely diminished.
99. There is no business necessity or other pro-competitive justification for Googles
conduct.
100. Plaintiffs and the federal law class have been injured, and will continue to be
injured, in their businesses and property by way of Googles conduct, including by way of
overpaying for their affected Android OS smartphones and tablets.
and the federal law class are entitled to an injunction to prevent Google from persisting in its
unlawful behavior to their detriment.
THIRD CAUSE OF ACTION
VIOLATION OF THE SHERMAN ACT ATTEMPTED MONOPOLIZATION
(15 U.S.C. 2)
104. Google has attempted to monopolize the U.S. market for general search and the U.S.
market for handheld general search.
105. Googles anti-competitive conduct has created a dangerous probability that it will
achieve monopoly power in the U.S. market for general search and the U.S. market for handheld
general search.
106. Google has a specific intent to achieve monopoly power in the U.S. market for
general search and the U.S. market for handheld general search.
107. Google has the power to exclude competition in the U.S. market for general search
and the U.S. market for handheld general search, and it has used that power, including by way of

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its unlawful practices in restraint of trade as described herein, in an attempt to monopolize those
relevant markets.
108. Googles conduct as described herein, including its unlawful practices in restraint of
trade, is exclusionary vis-a-vis its rivals in the U.S. markets for general search and handheld
general search.
109. Google has combined with device manufacturers in an attempt to monopolize
handheld general search and general search, with the effect being that competition is foreclosed,
that innovation is stifled, and that consumer choice is gravely diminished.
110. There is no business necessity or other pro-competitive justification for Googles
conduct.
111. Plaintiffs and the federal law class have been injured, and will continue to be
injured, in their businesses and property by way of Googles conduct, including by way of
overpaying for their affected Android OS smartphones and tablets.
and the federal law class are entitled to an injunction to prevent Google from persisting in its
FOURTH CAUSE OF ACTION
VIOLATION OF THE CLAYTON ACT
(15 U.S.C. 14)

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116. Googles MADAs are designed to lessen competition substantially and tend to
create, or maintain and expand, Googles monopoly in the U.S. markets for general search and
handheld general search.
117. Plaintiffs and the federal law class have been harmed by Googles conduct, both in
manufacturer, the effect would have been to lower the cost to produce that device, and consumer
reasons, Googles conduct has been a substantial factor in causing plaintiffs and the federal law
classs harm.
and the federal law class are entitled to an injunction, pursuant to 15 U.S.C. 26, to prevent
Google from persisting in its unlawful behavior to their detriment.
FIFTH CAUSE OF ACTION
VIOLATION OF THE CARTWRIGHT ACT
(CAL. BUS. & PROF. CODE 16727)

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proposed nationwide California law class described above (hereafter California law class).
Alternatively, if the Court does not apply California law on a nationwide basis, plaintiffs bring this
claim on their own behalf and on behalf of each member of a California class, as described above.
122. Googles MADAs are designed to lessen competition substantially and tend to
create, or maintain and expand, Googles monopoly in the U.S. markets for handheld general
search and general search.
123. Plaintiffs and the proposed class have been harmed by Googles conduct, both in
reasons, Googles conduct has been a substantial factor in causing plaintiffs and the proposed
classes harm.

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and the California law class are entitled to an injunction to prevent Google from persisting in its
125. Plaintiffs and the California law class also are entitled to treble damages based on
the monetary injuries caused to them by Googles unlawful conduct, including overpayment for
their mobile phones and tablets.
SIXTH CAUSE OF ACTION
VIOLATION OF THE UNFAIR COMPETITION ACT
(CAL. BUS. & PROF. CODE 17200 et seq.)
proposed nationwide California law class described above. Alternatively, if the Court does not
apply California law on a nationwide basis, plaintiffs bring this claim on their own behalf and on
behalf of each member of a California class, as described above.
128. Californias Unfair Competition Law (UCL) defines unfair competition to include
any unlawful, unfair, or fraudulent business act or practice. CAL. BUS. & PROF. CODE 17200,
et seq.
129. Google has engaged in, and, upon information and belief, continues to engage in,
acts of unfair competition as defined in Californias UCL. These acts of unfair competition include
its violations of the federal Sherman and Clayton Acts, as well as Californias Cartwright Act, as
alleged herein.
130. Googles conduct has harmed competition and consumers. Consumers have
overpaid for their affected Android OS mobile phones and tablets due to the inability of Googles
rivals to compete for default search engine status or exclusive application pre-loading, including by
way of paying device manufacturers fees for such status. Had Googles rivals been able to
compete for such status on a given device, including by way of making payments to device

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prices would have been lower than what they were but for Googles unlawful conduct.
and the California law class are entitled to an injunction to prevent Google from persisting in its
132. Google also should be required to disgorge ill-gotten profits resulting from its
practices described herein as they relate to handheld general search, and from these disgorged
sums, plaintiffs and the class should be allowed restitution of the money they overpaid for their
mobile phones and tablets.
PRAYER FOR RELIEF
WHEREFORE, plaintiffs respectfully request the following relief:
A. That the Court certify this case as a class action; that it certify the proposed federal
law class, and the proposed California law class, on the nationwide bases requested; and that it
appoint them as class representatives and their counsel to be class counsel;
B. That the Court award them and the proposed classes all appropriate relief, including,
but not limited to, injunctive relief requiring that Google cease the practices effected by its
MADAs as described herein, and declaratory relief, adjudging such practices unlawful, as well as
monetary relief, whether by way of restitution or damages, including treble, multiple, or punitive
restitution or damages where mandated by law or otherwise available, as well as recovery of their
attorneys fees, costs, and expenses;
C. That the Court grant such additional orders or judgments as may be necessary to
prevent the unlawful practices complained of herein; and
D. That the Court award them and proposed classes such other, favorable relief as may
be available and appropriate under federal or state law, or at equity.

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JURY TRIAL DEMANDED
Plaintiffs demand a trial by jury on all issues so triable.
DATED: May 1, 2014 HAGENS BERMAN SOBOL SHAPIRO LLP

By /s/ Jeff D. Friedman
Jeff D. Friedman
715 Hearst Avenue, Suite 202
Berkeley, CA 94710
Telephone: (510) 725-3000
Facsimile: (510) 725-3001
jefff@hbsslaw.com

Steve W. Berman (pro hac vice pending)
George W. Sampson (pro hac vice pending)
Robert F. Lopez (pro hac vice pending)
HAGENS BERMAN SOBOL SHAPIRO LLP
1918 Eighth Avenue, Suite 3300
Seattle, WA 98101
Telephone: (206) 623-7292
Facsimile: (206) 623-0594
steve@hbsslaw.com
george@hbsslaw.com
robl@hbsslaw.com

Attorneys for Plaintiff and the Proposed Classes

Exhibit A
Case5:l4-cv-02007 Documentl-l Filed05/0l/l4 Pagel of l5
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UNITED STATES DISTRIcT COURT
NoRTHERN DISTRIcT OPCALIFORNIA
TRIAL ExHIBIT 2775
CASE NO 10-03561 WHA
DATE ENTERED
BY______________
DEPUTY CLERK
HIGHLY CONFIDENTIAL ATTORNEYS EYES ONLY Oracle America
Google
31 O-cv-03561 -WHA GOOGLE-03371 669
Case5:l4-cv-02007 Documentl-l Filed05/0l/l4 Page2 of l5
EXtCUiARt.h
l3 AndreW compatible
Devicest means Devices that comply
with the Android Compatibility
Definion
document which may
be updated
from time to time
which can be found at the Android compatibility
website
htlp//sourco.andtoid
com/eempatibility
and successfully pass
the Andreid Compatibility
Test Suite CTS
1.4 Android Market means the marketplace Coogie has created and operates
which allows registered
Android Market developers
to distribute Android Products
1.6 Android
products means software content and digital
materials designed
for use on
AndrOlbased
devices
1.6 Client ID means unique alphanumeric
codes provided by Googte to Company to be used to Identity
Google Applications usage
on Company
Devices as such Client IDa may
be modiliert by Google
from Iliac to
time in its sole discretion upon notice to Company
-hi
CIS Report
means the report that is generated
atfer the CTS Is compteted
j.5
Default Home Screen means the default display
ot Device prior to any
changes made by End Users
that
appears
without scrolling in both portrait
and landscape
modes when the Device is in active idle mode i.e
not in sleep mode
1.9 Device moans the devices approved by Googie pursuant
to Section 4.3 Google Approval
and Launch
and using only
the Android operating system
which is enabled by Company
and used by an End User to access
the Service
1.10
End Users
means an end user customer of the Service
1.11 Final Embed Date means the tatesi possible
date Company can accept updated Google Applications
from
Googte
for specific
Device deployment
1.12 Google Applications
means the niachine-readabte binary
code version ot the Google applications
listed
below which ore provided
to Company in connection with this Agreement
and any
modifications or updates
thereto that Coogle may
make
available to Company
hereunder from time to time in its sole discretion List of
Google Applications may be changed by Googte
from time to time Set-up
Wliard Coogle Phone-top Search
Gniail Google
Catendar Googte
Talk Youlube Googte Maps
for Mobile Google
Street View Contact Sync
Android Market Client not products
downloaded
from Android Market Ooogte Voice Search and Network
Location
Provider
1.13 Goegle Applications
Agreements
means the Mobile Services Distribution Agreement
between the parties
dated January
2011 as applicable
to Googte
Phone-top Search
and att rotated amendments or similar
between Google and Company
and as updated
anrt amended from time to time without reference to service
levels or customizatiens
set out in such agreements
114 Google Mobile Branding
Guidelines means Googles brand treatment guidelines
for mobile in effect from
time to time and any
content contained or referenced therein which are
located at
and http//NW.YOegle.comJPermIs5b0n5/9ddt1ehtnht
or such ether URLe as may provided by Ooogle
from time to time together
with such additional brand
treatment guidelines
for mobile as Googte many
make available to Company from time to time
1.15 Inteltectual Property
Rights means any
and all rights existing front time to time under patent
law copyright
taw semiconductor chip protection
law morat rights
law trade secret law trademark law unfair competition law
pubticity rights
law privacy
rights law and any
and all ether proprietary rights as well as any
and alt
applicaLions
renewals extensions restorations and ra-instatenlents thereof now or hereafter it force and effect
worldwide
tie
Launch means the initiat distribution ot Device in accordance with the terms of this Agreement
1.17 Optional Google Applications
are the Googte Applications
listed betow which are provided
to Company in
connection with this Agreenlent
and any
modifications or updates
thereto that Googte may
make available to
Page ot f4
Certfd nSaI
floyd 11/10
Google
31 0-cv-03561 -WHA GOOGLE-03371 670
ExvctYIA13f.t1
Company
hereunder from Limo to time In its sole discretion
List of Optional
Google ApplicationS may
be
changed by Google
kern time to time Orkul Google Goggles
Google
Earth Finance News
Weather
Googlu
Buzz and Google
Voice Optional
Google Applications
are licensed and have the same rights
and
obligations as Google Applications
except
that the requirements
set forth in 3.4 Placement Etequirements
shall
not apply
and Company has the option
of including
the Optional Google Applications
on Device
tie Phone Top
means with respect to the default navigation
hierarchy of Device UI the top-most
level screen
from which applications
can be launched by
an End User
1.19
tA5vice means
the wireless service
owned and/er operated by Telecom Operator
that allows End Users using
Device to access the lnternel
1.20 TelecOm Operator means company
that provides
wireless service that allows End Users using Device to
access tire Internet approved by Google
to distribute Google Applications
to End User in the Territories
1.21
Territories means
the country
or countries In which distribution of Google Applications
is permitted
under the
conditions as provided by Goegle
to Company upon
execution
ot this Agreement
which may
be updated by
Ooogte
rein time to time
Distribution ot Gouglo Applications
products
or services outside
of the Territories
is
prohibited
1.22 Trademarks means the trade names
trademarks service marks logos
domain names and other distinctive
brand features
of each party
as owned by such party
from time to time
GooglO Applications
2i License
Grant Subject
to the terms and conditions of this Agreement
including
Section Googfe
hereby grants
to Company
nontransferable
nonsublicensabte except Company
may
sublicense to Telecom
Operators
with whom Company
has written agreement
nonexclusive license during
the Teim to
reproduce
the Goople Applications
to the extent necessary to exercise the right granted
in and distribute
the Google Applications
for no cost direotly to End Users only
in the Territories specifically
authodzed by Google
via the distribution methods specified by Google
For the sake of clarity Company
may
sublicense the 000gb
AppficatiOns
to Affiliates resellers and distributors for distribution or manulactorirf purposes only
when the
Googte Applications
are pre.ioaded
on the Devices Devices may only
be distributed
if all Google Applications
excluding
any Optional Google Applications
authorized br distribution In the applicable Territory
are pre
installed on the Device
unless otherwise approved by Google in writing
lnitial distribution in each individual
Territory
and the appearance
and implementation
of Google Applications
shall be subject
to Googfes prior
written approval
and shall adhere to the terms and conditions of this Agreement including
but not limited to the
Google
Mobile Branding
Guidelines Additionally
where Google specifies
specific
version of Google
Application
to be distributed in certain Territory Company
shall distribute only
sucti version within such
Territory Company
may
also sublioonse the Googfe Applications
to its contractors
for testing evaluation and
development purposes
only not
distribution
and only
with contractors with vjhich Company
has written
agreement
that is no less protective
of the 600910 Applications
as sot forth in this Agreement
2.2 LIcense
Grant Restrictions Company
shall not and shall not assist Instruct or encourage any
third party
to disassemble
decompile or otrionwise reverse engineer
the Googte Applications
or otherwise attempt
to
learn the source code or algorithms
underlying
create derivative
works From or
basorl on the Google Applications
except
as expressly
set ferth in this Agreemonl provide
sell license
distribute lease tend or disclose the Google Applications
to any
third party
exceed the scope
of any
license
granted
to Company
hereurldar ship divert transship
transfer export or re-export
or any
component
thereof into any country
or use it in
any
manner prohibited by any export
control laws
restrictions or regulations
adminlsterel by
the U.S
Commerce Departments
Bureau of Export
Administration
the tIE Department
of Treasurys Olt ice ot Foreign Assets
Control or any
other applicable government agency
or take any
actions that may
cause or result in the tragmentat
ion at Android incfudlng
but not limited to the
distribution by
Company of
software development
kit 30K
derived rein Android or derived from Android
Compatible
Devices rind Company
shall not assist instruct or encourage any
third party
to distribute seftwero
development
kit SDK
derived from Android or derived from Android Compatible
Devices
Confidential
fnvd ri/lU
Fao
Set It
Google
31 O-cv-03561 -WHA GOOGLE-03371 671
\I lAid
23 De1Ivory
en ib
iCy
1olJ1 Ii lL klwrr the Goo1jle Appt rtns Conpafly
Iha soko ol
cIa iCy
rOe rekn wlectga
and agree
thsi Ciraqir ha no oh yahoo
to di votop or di ye any Ocagle
AppL
cation an any
Lit daytilopole
it or delivery
in at oogias
Ic nerd on Con pony
hail
er reraHy rua
lit cliii is to con monce di rtrrbuton ul uprielt it vorsim
of Gooq Appli
itiorifi rniptiy
after such up
lair ii vein ciii of Ooorjlo App
iliL rt rid Ic av labia Cooq but iv urc tlio days
ftt avalah lily
puno of DistributIon Otlering During the Ii rn upon tocpls approvol
ao tIe cob c1 Set Ire
Cor op ny
II ill maim the noqk Al ipi
a1i ns available to oct Users tot cc as do nbc in this
Aclraa neni For the oak of clanty
Cci ipany
baa on rn ligation
install the Google Apphati irre on all of its
dvncas Ii inn any
rnh efiring
shall be re ci forth in this Agreement
aid thou adhere to the Di ojl
Mobile Urwid eq
Ciul Eel ire Without Jim tmg
thu toreg nq ntis ci enc for Er ci Users xprrssiy
id forth
in th Ajrecinurll
Company
shall not oft or di trmLn nil the Coogle Apple itmon to any
thud party ycept an set
forTh Suction Conip my
sic vi an cli ill rot asm adru if cli esta any
thi aty to
cc rv otlanwist pico any
lv rI roll rUn diii ii the Ii inst roe cc ol ii nogie AppI dons ii utli
download or mad ill or allow any
third sty Cu off or dow dead or ii till airy
acldrhonat produts dnng
the
loiler proc
of the Oriogh Apirt cit or or iii prr
lod lit tj or iimrh any oqie ph rtron or otherwise
ad on fail Ia act such that air nO non is den tnt opp
rrunily
isc OJ eut ci jia
lire reLrvant
moql term
of stasis
.b Accurate HoprOdLietiOn
Company ajntnus
ur ml c0000 hoi with eserrIse
ol tire right granted
in
Lii AqrQenl
at it wilt accurud ly rtpmo
tier ita Ceog
lii rtrt mnlCD iraq ny legal
notiCt am ml rnwkfl
entaned therein in will iii iii cd in tim Go gk Atipliflahin on roy
viruseS iv iron doLt lorrih tim emhn
or ohm nirl hr sptuif mc slly di sign
to rnme the Co jfc Applicatrirm
to ceO opurat eq
or dunriage
imiticrnnil
itlow crs to or irmirrlrrn with Pie gte AppI 1110115 on rut Uor at
28 Open
Devices limo panties
II ealt an op/n
nvironnmcflt for Its omit cc by in all idroid Protlu is
an
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cattal It gram riririf hi In faics vir1ahte md
opel
an th evire omit wilt take rio vi to
lien or rcstr lime Andro ci platform
AuthOrizmttOfl to hjistilDute Google AppliCations
00 the Devices CompaUhilIly
lint lii ense to dint iCicle fooflim Ap
hi dionr in Sc deni us contingent upon
ltmr DuvisO bucnn nq
an Android
Conipatib
Dcv am Ii Dcvi must he crime cm Android Compatible
tievif at iast SO daya pnnnr
to Im mnrai
Fr ibcd Date of fir tr tie fin ii cofrwaru hmmili cO 01 vrc mount pas
the Co or
hi ly
lest 1rtrtc pta
to
taun Ii Cumnipany 0J ten in fol own
cc of it 1111111 iye
lhal ci anig
mtd by Cormrpany
in an in iii ti
tin ri/rn Fr Sm rtrniit
and Load PiTS fleporL
on ehail of Company
ttnr IS has limit con
modmtrcd or irIS rert hny Ctrriipamw
is cmiii loyt cig
imtm
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Oflimily
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owk igi
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ccmsturn fists on Go cm v.ub Slut
for aPr hoc Iff
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written approval
ihrh
mali not Ii rim mit anon 1mb1 ili it iii my pot 1mb It cm ills of tucl Daprd
attn tho applmcahli
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Other Agroenlonts
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hetWoon Ihi pmrtim
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trI dcv ten tint wilt have rttr 11mm in imilnt agrcemointc
butwuCim tic 1urtme reqerd ny
oth
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cation
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11 hO
HIGHLY CONFIDENTIAL ATTORNEYS EYES ONLY Oracle America 000gle 31 O-cv-03561 -WHA 000GLE-03371 672
ExElJTAlJll
Device Distribution Requirements
3.1 Company agrees
that it will he solely responsible
br the distribution of the Devicos and managing its
inventory
3.2
Unless otherwise permitted
in writing by Googlo Company will ensure that qevices
distributed in Germany
make use of Itre Geoyle
Mail end not Gmait Googte
Trademark
as Company
understands and agrees
that it shall not Actively
Promote and shall not assist or encourage any
third party
In Actively Promoting Googte Applications
OF any
Google services except
in those Territories in which
such Google Applications
or services are expressly
authorized by Google
in this Agreement
Specific
information regarding
Territories
will be provided
to Company
after Companys acceptance
ci this Agreement
BA placement Requirements
Unless otherwise approved by Googte
in writIng
Company
wilt pretoad
all
Googie Applications approved
In the applicable Territory or Terdtodes on each Device Googto Phone-top
Search and the Android Market Client icon must be pIeced
at least on the panel
immediately adjacent
to Ihe
Default Home Screen
all other Google Applications
wilt he placed
no more than one level betow the Phone
Top and Google
Phone1op
Search mush he set as the default search provider
for alt search access points
on the Device Notwithstanding
the toregoing
Ihere are no placement
requirements
for Optional Google
Applications
3.5
DistributlOn Company
shall prelead
the Google Applications en the Devices so that alter prnload
an Icon
representing
each Google Application
shalt appear
on the Device as specified
in the above Placement
Requirements
in addition
Probed by Company
of Google Application
shall he limited to installation by Company
of the Goocjle
Application
and shall not involve launch of the Googte Application
End User selection
of an icon representing
an already preloaded Gongbo Application
shall launch such Google
Application
3.6 Support
Each parfy
is responsible
for customer care and support
of its users Google
will provide support
tar c3cogle Applications
as made generally
available to users of Geogle Applications
3.7 BrandIng
Branding on the
hardware of the Devices will he determined by Company
hut shall not include
any Goeglo
branding or Geogle
Trademarks without Googles approval
3.8 Network Location
provider The hollowing requirements apply
to Network
LecatloEl Pnvider
Company
shalt ensure Network Location Provider will be turned elf by default
Cumpany
shalt ensure that the appropriate prompts
are displayed
to the End User seeking
the End Users
consent to use Network Location Provider as provided by Geogle Company
shall not prevent
the End User troni
providing
consent prior to enabling
Network Location Provider or any application
making use oh Network Location
Provider
Company
shall configure
Network
Location Provider to be the default netwomk.hased
location provider cr1 all
Android Corn patibla
Devices
Coniparry
will enAble all features
ot Network Location Provider Including
network-based location
resolutron
anonymous
network
location data collection
and reverse.geocodino
3.9 000gb Legal
Terms Company
shall ansrrre that the appropriate Goagle
Terms oh Service Privacy Policy
and Legal
Notices as provided by
000gle are avaltable to the End User as provided by Google
Page rol 14
Contidonliol
Ravd 11/10
Goagle
31 O-cv-03561 -WHA GOOGLE-03371 673
API
GuraI Requiremoilts
PaynienI
Lcopt
net torhi hi
Si Uca Company ann Go fJlC
dl oaeh rolum nay
and ati
iCOl flUO qitd
Pm raason tkm rao tivC irrducts 5we
or tho saL of ci tidy upl as
xpreniy
bet Forth lii Aproerm
at nnitlnr ely
sh il be oqu
ied to aecunt Liii athi or vturv
mahe
any payvit
ta the ott or rcqrdinp
the ppltdtiJflS
Do pk pcodtkts
ur OOiV is the Dcv cc th 51 rven
my
re lOt
aerated their tic
of
oi ach month din nit
thi app1
cabLe term of the nogle Appt.CdtiOflS Apre
mica as
is etinod in
tim app
in ihia Go AppI
ThOfiS Aprocuielit Oomjle
nh.il malc payine
its Lu Gouui any
in ccordaact ii
tie
app
bin ru uqb Apph
all Aproum
ii Nothiig in this Apronillufit
will en inje
the vim of thu Gil uplu
Appi
iticas Aqier cats fuim
defiacd ii cacti sish Goopi ApplicahO Agieci
icr ft
RepOrts
Within Li lily TO days
ol thn end ol to itt cndar Pu
dunnrj tlio Term Company
shall
ilten it
ott of the Pital number of Dovicc di tii ailed with pret
udod vwsian
ut CoUple Appi on durinq
act ikfll ii qu
by nope Appticatsfl
lPn toiy to Dcv cc mmli with cmtory
to the trnt
thu uh rot op
liic npoil
wit subin ttcd to
Google Approval
end nunch
cnn
pans
distob it on md en untotici at the OooqlC ApphcailOHS
ldiOI
hi subject
to Oooge par approval not to Pu ii Irea onab withhELd to en flu adhe once to the farms an
in tub 15 oF Iti Apreeba
ni in cli it iiut Ii nihd Lu ft Gougic
Mat ti aj
Cu idol nos Conup my
shell
nat Ltunct toy
Dcviii cut orparril up Iii hi qli Appi
at on
imP it Pu OhM ned Gooqlcs approval
an set Foith
Ii nd applicD
It hot iw
ni the mit it Launch ul uaili Uivm mo lot Cnuiiiiiny
will amp
etc Desire sum ii Adrh adan in th toan sot
irlh on
hiP GentIle or ruvict liro vlCri loft Addel Pain arid will notiFy Company at nay
Once Flit pads
na ly ip no or Iii vim tin AthleiiJ ii II mc pail men must ign
lie lava uri
Add or elan 111111 iL die .Livc ijiril any
wi no cs lion to Pays
beforc Iho iltIcd aui ii notify Guegk
via unset Ci via
itm roy dad by nqle
of such in provida
Device niinpkn
in an ii unite th
rn bob
UbiO flupuit
bo tm in and eMail the hoot cs final cIlworu build
Lii such inch
oi any
rsmliblrituO it en iii ic at to tir nit dcl altur he mutai ci inch at ra Dcv .0 11101k
iuolu do1
oftti ire ri immigos
for iy
cw feli an Dpi ator in each new nrrilnry or any
software opt ites jii any
iU approvnI
ubtiin
wnUe wh cli sy
no by
of oiiaI approva
lot
to Pt unroasomicF ly witIthi
nor to too mnpariy
will no lea th to 30 clays
tinfoil ch Lion
Date notify Cm ph vi
on it wr.Lnrit providod by Gooqlo 0510 en surneti
ubi it CT
but ear aunch and iii equested oy Cooplo
ubuiiL he ItlviiC nat softworc
boild to rrll Lai nd
Cuoq in provi
Ii 1qiaJal as
Iuiod no oius 411
or 3b as ap
be alilo
fbi iraplo
ntotiu rb
ltt lo pie Appb
ans ci tIne Des cc in wulin hi lou dislrinat on any
Dcv nod ciOti Ccvi niuSb aruly Iii
distributed iii Ti rilnnC arid is flu ulieoffl Operators
as approve
FL Cnobo U1O rocuipt
at camh Cc ogle
approval omnpa
will begin
dislrihiitloil and iruplur
flInt 00 in icoortiflJ
with this Apr
went cacti
our
into Cci ipamiy
wiF piuv cC cn.itaC
ImPO bc0 in 10 Inc l4atS Gooqia
cmi uunc allan regarding
apn0v
Ii Camef nip torupa iy
stil provd
written run sin itu to Coop
cml aunih pmnnptly
allowing cacti
not sum cam tiny ginO
that 11w resli metirimit injridi retnet on ugal
1st live Promotion tI twin at
tIc lollowli
Li ate or etlmw UITL provided
by ougli rid as updated by Dough loin IlillO 10 iflO shalt apply
to mit aunhOS
antis rthervrlsC ii
ovod
.nsgte in wniiip
https
tt qua
jbo 1011 110001
Jill 911
di buIiOi CO iytiiciI ut rt9O ijt .pplmcitlol
Cciii pany
ill
prnv.rIn
sithly re
oil on mipnnieiit
vmibuiii uud app
it she rrrit ci tar cccl Ut vIce
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TIme il Ii II ovide itio ii etc aol inrf ifuinnati
iii 1istt Luoluw
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cation Gnu rui
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no Ii tItan aim
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or such Dpvmco
mod for 00011105 app
oval is tt ut no hi hmofl Cong
Appr
nval arid suneb 0o0j10 rnSy 1150 su
Devices tu test tt operation
ci
p0
0111101 of re vent Cinajbe pmoc1uct5
cones
ann Sun on the vice
Devices
wilt Ii scm Ito ClrnlllC
sld 055 to be
pravm
Ic 11 tonglr tu Company
ili1
QiiItdllliC ii
111usd
11 114
Google
31 O-cv-03561 -WHA GOOGLE-03371 674
Ii it\h
any
tn1 thu luvrCtS UIUV
clod ch th trorl 44 no lonqer
this ol th pt nj
tin ouror
luric oIt or ci ml want Cu pin puYt
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with spkoonwrit
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IIiO 1145051
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tin now si ftworu nil or Dv us to
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it oil ul ish at on Gerrip roy
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moor to help
usc iii upuroluOll
nd pmo
otalion ot uol app1
matmir 15 iii provide
thu rosmuflc to Gngli
CompanY
an ill minuri the appmpriatl
taut It Ira Cam
Dccuco is prnsi
ml by tO i i
opany
shall tu am it Pta Lloh to pmnvr
iii allmor udormatlo sqi puitoit
anJs st us waco ishly
irm nc to ii ow regis to dolivur 11w tootilI AppU
at cmos 001 naku the CoocJo Applications
uc ludmnq ovcr
tin iii updates
Ihi rein
ovaulalilo on thri
and tic Duvuran
Ovar4heAir UpdateS
Coaj ri On aOl iipclak
oqlc At pla atior OCta Ihwarr at Cough
char rm Iron
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sin ill not pu
vo1 ut nyc 14 is air ido uplifts
In oc ph nt8 dus etuon Guvcle viny
nabto
Conmpany
cm mdr Dow bumkIu to iuilC
dmstnb iliuui by
is ifite
to Dvicss via an civ tho mrpdib
Company
treroby prools
Ic ipls ii non vXCIu5h worlciwi Iv Is enco to clrstubute the Dova
titihid dud ij
the
sun Noihing ii tins Ag
im it ua rcquev
Jump ci previth
Devi bum Is Inc flongla to rrinbimti arid
ipto oh all not be ot lip sImm Ito ii buto si ml tivi ii dcl
413 Site Pages
Conipo my shcr
and stir nit cuss 14 imislr or insour mgc numy II ulni paily to rod ci an
id hsor nv ry
Ira block cccss to Iran mis or mired ly or ho go
lbs ok or fact of
nniy
woh ifJ cm tpl mti
ace mc via ooqlo AppI
allan ta place
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trot in civ taiJ umpt SS Ii it
Couple
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Plo for the ma touts of hi
POP
4J Data Collection ncf Roparthi
Fact party
crpph ibto privacy
coo securrty pol
ores shtl app
aith
me pa ot to tIn cur tori lot oil otIru to Icy ml IImc 15111105
will provide
oar tti rrsmsui aPP aciomogate
mlou rmnllmui
about rajn
of the aaceb dt ring
thu lot iii orcle to ho on Ir pi ly umiprovo
mmcl Usur
mOO with th lcs im Or Sm Id itith moIm piiIy privacy pot
icc Pin nih ruin Asic wit rmot mvulve any
cii acm illy
dcntuf bill he ifs ii it ion
Telecom Operator
Cuatouiler
Restrictions
She paribas
ask wladjs rid igroc
that the cmnnrmimt
hit utuu bhigaliOta
or tanned mm Poclion Pond Soc tihimi or suPt otto restrictions p10cc
ci upon
Cc
up
cy
his chute lv in dpi
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luwuvor puisual
to Sc tromm amm 5cc wry
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place
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yaP troWser ta lou cob us Co fie
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vent ii coy my thu
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to Auctr sb Liii mi it mill
Iak of it vu ir ostivity
d1O Potitts of Contact
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shill oh per
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who shah be the
ouct aria for ii issues ow eli till Agrouli
nL cci pony tamnamY
comiulansO
iron with no1IO
paid mimi II in Agruemoril
with ta rum ugh ni iii so it It
mu
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Google
31 O-cv-03561 -WHA GOOGLE-03371 675
ExlcLlrAltl.l
Term and Termination
5.1
Term The twin of this Agreement
shall begin on the Effective Date and continue for period
of two
years
after the Effective Date unless earlier terminatOr1 as provided
in this Agreennent
This Agreement
shalt not
renew unless specifically agreed by
the parties
in writing
5.2
TerminatiOn
Either party may suspend performance
or terminate this Agreement
if the other party
is
in mater tat breach
of the Agreement
and fails to cure that breach within ttiirty 30 days
after written notice or ii
the other party ceases
its business operations
or becomes subject
to insolvency proceedings
and the
proceedings
are not
dismissed within ninety 90 days
Notwithstanding
the foregoing
either party may
terminate this Agreement
Inimnediately upon
written notice upon
breach of SectionS 2.1 to 2.2 License
Grant
and Restrictions Section 2.4biii opportunity
to review and accept Google terms
of service Section 2.5
Accurate
Reproduction
Section 6.1 Confidentiality
or Section Trademarks
or as set forth in Section 12.4
Change
of Control
Notwithstanding anything
to the contrary
in the event that the government
or controlling
body of any
country or territory
in which the Googie Applications
are
distributed or made available imposes any
law1
restriction or regulation
that makes it illegal
to distribute or make available the Google Applications
or any
portion
thereof into such country
or territory or if any
such law restriction or regulation places
substantial
burden en Google
where substantial lS measured
with respect
to Seegles
economic benefit under this
Agreement as
determined by Googlo
in its reasonable and good
laith judgment
such
substantial burden
Substantlal Burden
then Goeglo
shall have thu right
to suspend
the distribution and/or availability
of such
Google Applications
in such country
or territory until
such time as such iaw restriction or regulation
is repeaied
or nullified or modified such that Ihere it is no longer illegal or
Substantial Burden as applicable1
for the Google
Applicallons
to be distributed or made available
in such country or territory Special Suspension
53 Effect of Termination Upon
expiration or termination of this Agreement
all rights
and licenses granted
hereunder
shall immediately
cease Company
wili mmedialely slop reproducing
ottering or distributing
the
Google ApplicationE
and each Party
shail return or destroy and duly appointed
officer shall certify to such
destruction
all copies
ol the Googlo Applications
in the case
ol Company
and any
other Confidonlial
lnformatiorl
in Its possession
which it is aware and to which it has access and is reasonabiy
able to destroy
or
delete which
for the avoidance ol doubt does nut include archived backup copies
which are not In live working
use and which are no longer easily
accessible or retrievable
including from all hard disks and memory
Neither
party
shall be liable to the other for any damages
resulting solely
from termination
of this Agreement
as
permitted
for under this Agreement
.4 SellOff Right1
0fithslanding
the provisions
of Section 5.3 above for period
of ninety 90 days
following expiration
or termination of this Agreement Sell-Off
Periodi Company
shall have the right to
distribute in accordance with the terms and conditions
of this Agreement
all Google Applications
actually
preloaded
on the Device inventory
as of the date of expiration or
termination of this Agreement
inventorYl
and such party
shall have the right to use the Google
Trademarks In accordance
with this Agreement
In
connection with such Inventory Sell-Off night provided
however that Company
shall provide
no less than
thirty 20 days prior
written notification to Google
of its intent to exercise the Soil-Off Right SeihOft Right
Notice
Notwithstanding anything
to the contrary
Ihe SellOfl Right shalt not apply
in the event that either
Company
does not provide
the Sell-Off Right
Notice as set forth above In this Section 5.4 or this Agreement
or any right granted
hereunder
is suspenderi
or terminated by Google pursuant
to Section 52 of this
Pgreenient
.s
Survival1
The provisions
of Seciloris Definitions
2.2 License
Grant Restrictions
5.5 SurvIval
61
jConfidentiaiily
Proprietary
Rights
9.2 Disclaimer
10 tJmitetion
of Liability II lndpmniiioation
and 12
General
shall survive expiration
termination of this Agreennerlt
flnfldentielity
and PR
6.1
0nfidontlality
Definition
Confidential lnlormalion
is information
disclosed by
one party to the other
party
under this Agreement
lhat is marked as contidentiat
or would normally
under the circumstances
be
considered
conlidenlial
information ol the disclosing party-
Confidential information
does nol include irilormation
that the recipient
already Knew that becomes public
through no lault of the recipient
that was independently
developed by
the mcipient or that was rightfully given
to the recipient by another party
Confidentiality
Obligations
The recipient
will not disclose the Conhidontial information except
to alliilatos employees
and
contidentist
floyd tUb
Pao cot 14
Googie
31 0-cv-03561 -WHA GOOGLE-03371 676
Xi Ct MU
ajonls
who ONI icouW
hoe agr
wut no to koep ci ccci do.ctiai ho rocit cci ds LII Mw
oreptoynob
aqc lb cc dy
uao Coni nicat itormatiaF ordy to cxci cisc rights
and tuclcli ol ikjats
us tsr tic
adreoc
iPOt whdu using rus OOMtP
CaO to prniccl
ci 11w ceciptent Holy
thMk0
COccfcdUfltklL luau Urn
0110 ftCltfflPI
law Itt flLU fOd5
cc to dcloseL
Pubticiy pt
as sot forth Ic Soc icon 2.1 ccc cihor cty Slay
make any puhh
date noflt mg idcflq lb
elatco ml ip eontLfllp
clad bj tais Agmecal
of Wcrhoid Lice others pncc
wnttefl approval
Rcquest
urorkcUc
cc io so
nci oil ci Ubt ty
arcs should tin ci raric icy
subrntt ig
ro cc
end
cic lcnq the eppreprcate
An Ito ci cnh7
in the FO itcPsL
TrddscOK
7.1 General rty
sicifi wu alt cyhi
cIte an interest ccc Ii slcc with Inctatron ill itdL1
it Property
reict ig
In it mU ccc cmko orflL bat not till txa up
ci Co ipie
cc cc ck to ioate at
utc cit cc Ut ii Googi vi cy providc
Ironc 0510 tO ticcle
pt
Lu tin ace
writ ixncisSiy proc
idod lit Agreo or neither any
crtnls and tics odor party slcti
not ci no any gil
hit or cntorI pirelli
lit icj 01 Icat diet on any cp
to 1n Inc Ion kh
of 11cc cit ty
and all right riot oxpro sIy grac
hrca are dis ci fbi old Al coo by
COOtItO 01
Coflupaccy
ucdccuc uks iccotuclical any giti dwcll sc kited tic ow tic
th all ncr thu be iel onipacly
and all
by Company
of uogtic
radi marks ii tudicctt any
1w II asses sled tIc mcdli
shall cnuu to 11w buc1ct ci
Ccc gte
No arty
haLl ohattcclge
or rot lb
LI alk nqe
tb Tr cci ccnnck of the oiler parcy oxcepi
hi
p1010
such puly igl .ts with re i
ci ci its ow Lralsni irks or tin mgi
trat 01 tlccroo by bin other am nor
outturn pony
attempt in rep
ctor iy
It Ioniai cm do ccc ci SillS that are cci clu cnqty Ilmilar ii
thu oflccr surly
72 License to Go091e
radeniarKS Subiect
13o0itrt
tsrcltuci approval pmnar
to e.ch use Soogl
radoncark acid ii 11w Ic us rcd con iii or of 11 Agci
HOld 10 iglO prnlts
to botculiacty
1cm IC
rconcxeUscvu
an no dci oct ccl ci
dc.r ug
ho orm Ic Jcsplay
110cr Coople
cad mark cxproSSl7
to ithnriicr liii use thcs Agmoc cc ccl ol0 Icr IL rmpcctcnc oxpc essly
set mmiii loris NolW tlcstandcmcci
accyd cog to th ci Italy Coogle nuay
rovoke liii cticms iutd ho in La ccc Cci g1e raducc rks ccc
providing
Coccupacy
II arctic ni Scce liar
roe
cabt ptiud
limO 11 arc sccc uag0
urthorm cc cc it ii any
Co ccci Ii nuacks Co
rip iccy lk
to adhCrfl to the Coon Mob cnc in
Lack Iciui
omcufcicccy
st call not and ti 01 as cst strunc cuocirlq my
third 1ady to produ any
cc icon cc
iii kaqcng
cc otcri Inc Devise lb it inc1 suqgc
is that GOIglO tIc cccccntdtactu em of thi Duvir
In tic cog
cml Cuinpa uy
sh lt en cc dial siy
leo Ce par agrig or ccc cc girl pcodccc0 by
liii incpcny
icc niches Uncap as th oanul turci
of the Dcvic amid irov.ihs
contact tic tai ccc ho app
cc ubla crritnri cc
whir tim Day ix
triticcliIcl
73 license to Compaiw
lradonuarKS
Sub oc ro the tonics and cert Ichons at tin pc
untidt Crisp 107 grants
to Qongh
tic ited non xrlo vu cccl St hIt ccisahie cc no ckcrcn Uc errs to dc lay
th ma Co spa 17
rirtec carts exprellY
antlmorcicd
br usc in bi nrc ii of ih Acac tmont oly
for lice
ptcrau
sproasty
sot
forth ccc ci Looglo
cnncl cccuii any prior
written tptccciVdt
br the tics vi Cci cipacly
radnniarka ccc sri
forth in ec icoc LIII Agc
ii cot
Hr twuIlctaccdincb citicrlg
to thu cucctfary Conip ny city
revck tb
lit cui cjc
itd tnmuicc ci Uocspcnys
rcduinuk ipcn proxid up Goopte
wit vaittr ci actinc theft amid
cca.oS iblu iGr
ci hair to rcascu stcth ci rcc ccc hcinor in Its oar
uI
uccy
Co up idly
ic1cnc oct11
qrcio to adi re to ihr or up ircy
Mi it ito lircic il sq
Cc icclebr cm
th PrnpriCtOrY flcqhIS
to iqnaciy
icknciMedgOS
thii 11 bW ccc tics McLiC
Ccc jc
acirtlnr cia Icceccsums retacci all
rcnchl Ii to rd itere codi dc without iimctatio
hi rijhl ccl cinpyciglilS
tradecilarl imado re
r0t patonC
acct kncov
tin icul to tIc Cooctc Appu
tc ac nnct tIc Soaglu
In iloacarks Cocanany
loca aqutr
cc riitttt 1111cm
Ic 0th trip
ixc p1
tb cxpro c7 qialCd
thr Aqrroccwal
Cooglc
It not 110 tnctenl cocci sultinill
hc0i iaq
cc icdityc it
or uhprwco thtflbUtifltl
th Gongli Appli
ocis arudur th Coop
iron einarkc Ia any
Ii ccci party
oogI0
cc kno0tedqos
11cM ImetWCCn
the idiot Cal npany and
th uci$Ot
rolacnc all gift
tile iii cnlereSI nciccdicig
wcthout Inc ift if cqhl cul copyrcgltt
Icailocci mIs tccie crc1
iolcatc id ku wdiovl In rid to tho tevicc nd 11cr
Ccc
ipatly
lcicl ci uk oO hc cnii sh ill acqcr cc icc rijht cit tIc Ior ng copt
thoar nxpresbly grantoo by
this
Google
31 O-cv-03561 -WHA GOOGLE-03371 677
Case5:l4-cv-02007 Documentl-l Filed05/0l/l4 Pagel0 of l5
EX ECIJTAII 1.1
Agroament
Except as set forth in this Agreement
Company
shall not be restricted from selling licensing modifying or
otherwise distributing
the Devices and/or the Company Trade marks to any
third party
RepresentatiOns
Warranties and olselalmer
9.1 RepresentationS
and Warranties Each party represents
and warrantstO tire other that it has full power
and authority
to enter into this Agreement
and that the execution and delivery
of this Agreement
and the
perfornianca
of its obligations
hereunder1 will not constitute breach or detault of or otherwise
violate
any
agreement
to wtiiclr such party
or any
of its aftiliates are party
or violate arty rights of any
third parties arising
therefrom company represents
and warrants that it has and will maintain throughout
the Term al tights
authorizations and licenses that are roquirod
with respect
to thu Devices any
materials provided by Company to
he distributed by Google including Companys
Device builds but exctuding any Google
materials and software
thai are incorporated
in the Device builds
and
any
Company
content or services and that the Devices
materials provided by Company
to Google
end the Companys
content or services and their use
distribution
sale and ticensa do and shell continue to comply
with all applicable foreign
federal state and local laws rubs
and regulations
Company represents
and warrants that any materials provided by Company to ho distributed
by Google including Companys
Device builds but excluding any Gocgte
materials and software that are
incorporated
in the Device builds
will comply
with all applicable open
source licensing requirements
92
Disclaimer BE1WEEN THE PARTiES OTHER THAN
THE
REPRESENTATIONS AND WARRANTIES
CONTAINED
IN SECTION 9.t THE 0000LE APPLICATIONS
AND
THE ANDROID
PLATFORM
ARE
PROVIDED AS IS AND
WITHOUT
WARRANTY OF ANY KIND AND GOOGLE EXPRESSLY
D1SCLAtMS
ANY AND ALL WARRANTIES
WHETHER
EXPRESS IMPLIED STATUTORY
OR OTHERWISE
INCLUDING
WITHOUT LtM1TATION
WARRANTIES OF MERCHANTABIUTY
FITNESS FOR PARTICULAR
PURPOSE
AND
NONINFR1NGEMEN1
CODDLE
ODES NOT WARRANT THAT
THE 0000LE APPLICATIONS AND/OR
ANY OTHER
DOODLE
PRODUCTS
OR SERVICES PROVIDED
HEREUNDER WILL MEET ALL OF
COMPANYS
REQUIREMENTS
OR THAT PERFORMANCE
OF SUCH
SERVICES WILL BE
UNINTERRUPTED
VIRUS-FREE SECURE OH
ERROR-FREE
OTHER THAN
THE
REPRESENTATIONS
AND
WARRANTIES CONTAINED
IN SECTION 9.1
THE DEVICES ARE PROVIDED
HAS IS AND
WITHOUT
WARRANTY OF ANY KIND AND COMPANY
MAKES ND
WARRANTY OF ANY KIND TO G000LE WITH
RESPECT
TO THE DEVICES AND EXPRESSLY DISCLAiMS ANY
AND ALL WARRANTIES
WHETHER
EXPRESS IMPLIED STATUTORY
OR
OTHERWISE INCLUDING WITHOUT LIMITATiON
WARRANTiES OF
MERCHANTABILITY
FITNESS
FOR PARTICULAR
PURPOSE
AND
NONINFRINGEMENT
EXCEPT
AS
OTHERWISE
PROVIDED IN THIS AGREEMENT
COMPANY
DOES NOT
WARRANT THAT
THE DEVICES
WILL BE UNINTERRUPTED
VIRUS-FREE SECURE
OR ERROR-FREE
10 LimItation of LiabIIUy
10.1 LImitations
SUBJECT TO SECTION 102
LIMItATION ON INDIRECT
UABILITY
NEITHER PARTY MAY
BE HELD LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT
FOR ANY DAMAGES
OTHER THAN
DIRECT
DAMAGES EVEN IF THE PARTY IS AWARE
OR
SHOULD KNOW
THAT SUCH
DAMAGES ARE
POSSIBLE AND EVEN IF DIRECT DAMAGES
DO NOT SATISFY REMEDY
UMITATIDN ON
AMOUNT
OF LIABILITY NE1THER
PARTY MAY BE
HELD LIABLE UNDER THIS AGREEMENT
FOR
MORE THAN
DNE
HUNDRED
THOUSAND U.S DOLLARS $100000.00 USD
102 ExceptIons
to Limitations
These limitations ul liability do not apply
to hrnachus of confidentiality
obligations
violations of Intellectual Proparty Rights including without limitation breach of the license to use
Trademarks under Section indemnificatiOn obligations or breaches by
COMPANY of Seclions 2.1-2.2
License
Grant and Restrictions Section 2.4bfliii opportuny
to review and accept Googla
terms of service
or Section 2.5 Accurate
Reproduction
10.3 AilocatIon of Risk The parties agree
that the mutual agreements
made in this Section 10 reflect
reasonable
allocation of risk end fb that each party
would not enter into the Agreement
without those limitations
on liability
Page
10 14
Conilctentlat
aevd 1/ta
Googie
31 0-cv-03561 -WHA GOOGLE-03371 678
Case5:l4-cv-02007 Documentl-l Filed05/0l/l4 Pagell of l5
EXtiCUIALtl .E
11 indemnIfication
11.1 By Google Googie
will defend or at its option settle any
third party
lawsuit or proceeding
brought against
Company
based upon
or otherwise arising out of any
broach or claimed breach of the first sentence
of
Section si any
otaim that the 600gla Applications or Google
Trademarks infringe any
Intellectual Property
Right or any third party
claim arising out of or resulting
from End Users use of
any Google Application
Notwithstanding
the foregoing in no event shall 300gb
have any
obligations or liability
under this Section t.l
arising from
modifications of the Google Applications
or the Googte
Trademarks by any party
other than
Coogia and ii combination
of the Googto Apptications
or the Qoogf Tradornartcs
with any other software or
products
or any
other materials Google
in its sole and reasonable discretion
reserves the right
to terminate
Companys
continued
distribution of or access to the Googie Applications or the Googte
Trademarks which are
alleged or believed by Google to infringe the rights of third party Google
shall have no obiigaticns
under this
Section 11.1 regarding
the Android platform
or any
ttiird party products
distributed through the Android Market
11.2 By company Company
will detend or at its option
settle any
third party
lawsuit or proceeding
brought against
Google
based upon or otherwise arising
out of any
breach or ctaimed breach of Section 9.1 the improper
or unauthorized replication packaging
marketing distribution or Installation of the Googte Apptications by
Company
or its Affiliates in violation
of this Agreement
including
without limitation claims based on
reprosentatiOfls
warranties or misrepresentations
made by Company any
breactt or claimed breach of
Sections 2.4biii
Section 3.2 Google Mail or Section 3.3 Actively
Promote any
claim that any
Device
or application
installed thereon other than the Google Applications
or any Company
Trademark infringes any
intellectual Properly Right or any third party claim arising out of or resulting from End Users use of
any
Device or application
installed thereon
other than Itre Google Applications
including
without limitation any
actions or claims In product liability tori contract or equity
11.3 CondItions of Indemnification
The party seeking
indemnification must promptly notify the other party
of the
claim arid cooperate
with the other party
in defending
the claim The indemnifying party
has full control and
authority over the defense bul he other party may join in ttre defense
with its own counsel at its own expense
THE INDEMNiTIES ABOVE ARE
THE ONLY
REMEDY
UNDER THIS AGREEMENT
FOR VIOLATION OF
THIRD PARTYS INTELLECTUAL
PROPERTY
RIGHTS
12 General
12.1 NotIces All notices must Ire In writing and addressed to the attention of the other partys Legal Department
and
primary point
of contact
Notice will he deemed given
when verified by
written receipt if sent by personal
courier1 ovemigtrt
courier or mail or when verified by
automated receipt or etectronic logs If sent by facsimile
or email
12.2 Force Majeure
Neither party
will be liable for inadequate performance
to lire extent caused by
ccndrtirrr for
exarrrpte
natural disaster act of war or terrorism riot faber condition governmental
action and lnternef
disturbance that was beyond the partys
roasonatte control
12.3 AssIgnment
Neither party may assign
or transfer any pad
of this Agreement
without the written consent of tIre
other party except to an affiliate but only
if the assignee agrees
in writing to be bound by the terms of this
Agreement
and tho assigning party
remains liable for ohlrgations
under the Agreement
Any other attempt to
transfer or assign
is void
12.4 Change of Control Upon change
ofcontrol for example through
stock pnrchase or sale merger or other
form of corporate
transaction
the party experiencing
tIre change of control wili provide
written notice to the
etlrer party
within 30 days
after the change of control end
the other party may
immediately terminate this
Agreement any
fimo between
the change
of control and 30 days after it receives fire writ ten notice in subsection
of this Section 12.4
12.6 No Waiver verablfIty
No Agency
No Third-Party
aeneilciartes
Failure to enforce any prevision
wif not
constitute
waiver If
any provision
is found unenforceable it and any
related provisions
will be interpreted
to
best acconrptish
the unenforceable provisions
essential purpose
Tire parties are indepcndont
contractnrs
and
tIns Agreement
does not create an agency partnership
or jnint verdure
There are no third-party
benefrciartes to
this Agreement
Pgo
trot t4
cent rdenmtat
tnovd Il/re
Google
31 0-cv-03561 -WHA GOOGLE-03371 679
12.6 controlling Law
This Agreement
and all realtors arising
out of or relating
to this Agroeriiont1
shalt be governed
by
the laws of the State of New York All disputes
controversies or difference
which may
wise between the
parties
out of or relation to or in connection
wfth his Agreement
should be settled amicably through friendly
negotiation
In the event of any ontmoveTSy
or claim arising
out of or relating to any provision
of this Agreement
or the breach thereof except as set forth in the last sentence of this Section 126 such controversy
or claim
shalt be finally
settled in accordance
with the Rules of Arbitration of the international Chamber of Commerce by
three arbitratorS appointed
in accordance with the said Rules unless the parties agree
on the name
of sole
arbitrator The arbitration shall be held in Singapore
and shalt he conducted In the English language
0jifhetanding anything
above
such arbitration proceedings
shall in no way
impair or limit the right
of either
party
to seek injunctive
relief without recourse
to arbitration or to otherwise pursue
immediate rehef needed to
prevent
the breach of this Agreement
withstandLng
the foregoing or anything
to the contrary any
and all
disputes
controversies or claims relating to one partys elleged or actual infringement
of the Intellectual Property
Rights
rotated to this Agreement
of the ether party
shall be instituted In state or federal court in the Manhatfan
borough
of New York city
New York and Google and Company agree
to submit to the exclusive jurisdiction of
and agree
thai venue is proper in these courts in any such legal action or proceeding
12.7 Entfru Agreement
Amendments Counterparts
This Agreement
is the parties
entire agreement
relating to
its subject
and supersedes any prier
or contemporaneous agreements
on that subject Any
amendment must be
in writing
and expressly
state that it is amending
this Agreement
The parties may
execute this Agreement
in
counterparts including
facsimile POF and other of ectronic copies
which taken together
will constitute one
instrument
re
tnt r4
centfdentlal
fRevct title
Google
31 0-cv-03561 -WHA GOOGLE-03371 680
l\t lANI1
WU NLSS WHFUF 01 fln pade
flaw nxeueJ IhL A3uwnUfl fly personS duly
auIhon as ol the techvo
Dofi
C0MPANY Somsunli
oCkrOfltCS Co Ltd
00051 JNC
iy
///4
Dy
in
Name
t1e
DuO
onudus
floyd
11110
HIGHLY CONFIDENTIAL ATTORNEYS EYES ONLY Oracle America 000gle 31 O-cv-03561-WHA GOOGLE-03371681
xiwuts ISLE
COMPANY
G006LE INC
Title
Date
Con Ilderitiat
Revd 11/101
By
Name
Title
Date
Pago 14 of 14
EXHIBIT
FORM OF
DEVICE LAUNCH ADDENDUM fi
Ti us Device Launch Addendum is entered under and subject to the Mobile Application Distribution Agreement
effective
uNSEAT DATEI between UNSEAT COMPANY NAMEJ Company
and
Googie
Inc 000gm the MADK
Upon
execution ol this Addendum
INSERT
COMPANY NAMEJ Google agree to the Launch the Device as set forth below
No Launch may proceed
until the both parties
confirm Terminal Acceptance
in writing Alt Launches are subject to the terms
and conditions of the MADA
Device
Device Specifications
Device Image optional
initial initial target
Tercitoryiea Telecom Leunctr
Operalorts Date
Additional Terms If any
DevIce
Forecast or
the Territory
Terget
Terminal
Acceptance
Dale
list of coogie
ApplIcations
Restrictions en Ooogta
Applications e.g No
Veulube in China
Google
Tradenrark
if arty
By
Na me
Google
31 O-cv-03561 -WHA G000LE-03371 682

Exhibit B
Case5:l4-cv-02007 Documentl-2 Filed05/0l/l4 Pagel of l4
I
MOBILE APPLICATION DISTRIBUTION AGREEMENT
(ANDROID)
Googrornc.
1600 Amphitheatre Paf1(way
Mountain V!ew, CA 94043
Googlo SPD Rep: Jonnlo Ebbltt
Ooogle Salas Englnoor: Alox Medina
Oooglo Legal Contact: Frank Montes
COMPANY: HTC Corporation
Company Contact Information: Company Technical Contact: Company Legal to:
Attention: Jerry Hsiao Ellen Wang Graoo Lei
Title: Director Director General Counsel
Address, City, State, No. 23, Xlnghua Rd., Taoyuan City, No. 23, Xlnghua Rd., Taoyuan City, No. 23, Xinghua Rd., Taoyuan
Postal Code, Country: Taoyuan County 330, Taiwan Taoyuan County 330, Taiwan City, Taoyuan County 330, Taiwan
Phone: +866-2-6912-4138 #8451 +866289124138 #3176 +866-3-375-3252
Fax: +886-28914-7596 +866-2-691 <1 7596
Email: totus_chen@htc.com ellen_wang@htc.COOl graro_lel@htc.com
Effective Pate: January 1, 2011 (must be start of calendar month)
Term: Starting on tho Effoclivo Dato and continuing through Dncember 31, 2012 (lncluslvo)
Ronowaf Term: Nono.
This Mobile Application Distribution Agreement, (referred to as the "Agreement"), effective as of the date noted above (the
"Effective Date"}, is made by and between HTC Corporation, a Taiwan corporation with offices at the address noted above
("Company"), and Google Inc., for itself and its affiliates, {which, wilh its affiliates, shall be referred to herein as "Google")
with offices at the address noted above.
1. Definitions. The following capitalized terms shall have the meanings set forth below:
1.1. "Actively Promote" or "Actively Promoting" means the proactive promotion of a Google Appllcallon on any
Device as a key value proposition of the device, Including point of sale promotion, media advertising, and general
consumer-focused promotion of a Google Application or Google services on any Device.
1.2. "Android Compatible Devlce(s)" means Device{s) that: (I) comply with the Android Compatibility Deflnltlon
document (which may be updated from time to time), which can be found at the Android compatibility website
(htlp:l/source.androfd.comfcompatlbility); and {U) successfully pass the Android Compatibllity Test Suite (CTS).
1.3. "Android Market" means the marketplace Google has created and operates which allows registered Android
Market developers to distribute Android Products.
1.4. "Android Products" means software, content and digital materials designed for use on Android-based devices.
ConfldonUal
(Revd. 12/1 0)
Page 1 of 13
HIGHLY CONFIDENTIAL- ATTORNEY'S EYES ONLY Oracle America v. Google, 3:10-cv-03561-WHA GOOGLE-03371632
Trial Exhibit 286, Page 1 of 13
NORTHERN DISTRICT OF CALIFORNIA
TRIAL EXHIBIT
CASE NO. 10-03561 WHA
DATE ENTERED
BY
DEPUTY CLERK
286
Case5:l4-cv-02007 Documentl-2 Filed05/0l/l4 Page2 of l4
1.5. "Client ID" means unique alphanumeric code{s) provided by Google to Company to be used to Identify Google
Applications usage on Company Devices, as such Client IDs may be modified by Google from trme to time In Its
sole discretion upon notice to Company,
1.6. "CTS Report" means the report that is generated after the CTS Is completed,
1.7. "Default Homo Screen" means the default display of a Device, prior to any changes made by End Users, that
appears without scrolling in both portrait and landscape modes when the Device is in active Idle mode {i.e. not in
sleep mode).
1.8. "Device" means the device(s) approved by Google pursuant to Section 4.3 {Google Approval and Launch) and
using only the Android operating system which is enabled by Company and used by an End User to access the
Service.
1.9. "End User(s)" means an end user customer of the Service.
1.10. "Final Embed Date" means the latest possible date Company can accept updated Google Applications from
Google for a specific Device deployment.
1.11. "Google Applications" means the machine-readable binary code version or the Google applications listed below
which are provided to Company in connection with this Agreement, and any modificallons or updates thereto that
Google may make available to Company hereunder from trme to time In its sole discretion. Lfst of Google
Applications (may be changed by Google from time to llme): Set-up Wizard, Google Phone-top Search, Gmall,
Google Calendar, Google Talk, YouTube, Google Maps for Mobile, Google Street View, Contact Sync, Android
Market Client (not products downloaded from Android Market), Google Voice Search, and Network Location
Provider.
1.12. "Google Mobile Branding Guidelines" means Googte's brand treatment guidelines for moblle in effect from time
to lime (and any content contained or referenced therein), which are located at
http://www.google.com/wssynd/mobile_guidellnes.html and http://www.google.cornlpermlssions/guidelines.html (or
such other URLs as may be provided by Google from time to lime), together with such additional brand treatment
guidelines for mobile as Google may make available to Company from time to time. ,
1.13. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law,
semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law,
publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications,
renewals, extensions, restorations and re-Instatements thereof, now or hereafter In force and effect worldwide,
1.14. "Launch" means the Initial distribution of a Device in accordance with the terms of this A9reement.
1.15. "Optional Google Applications" are the Google Appllcallons listed below which are provided to Company In
connection with this Agreement, and any modifications or updates thereto that Googfe may make available to
Company hereunder from time to time in its sole discretion. List of Optional Google Applications (may be changed
by Google from time to lime): Orkul, Google Goggles, Google Earth, Finance, News & Weather, Google Buzz and
Google Voice. Optional Google Applications are licensed, and have the same rights and obligations, as Google
Applications except that the requirements set forth in 3.4 (Placement Requirements) shalt not apply and Company
has the option or Including the Optional Google Applications on a Device.
1.16.. "Phone Top" means with respect to the default navigation hierarchy of a Device Ul, the top-most level screen
from which applications can be launched by an End User.
1.17. "Service" means the wireless service owned and/or operated by Telecom Operator that allows End Users using a
Device to access the Internet.
1.18. "Telecom Operator" means a company that provides wireless service that allows End Users using a Device to
access the Internet approved by Google to distribute Google Appllcetlons to End User In the Territories.
1.19. "Territories" means the country or countries in which distribution of Google Applications Is permitted under the
conditions as provided by Google to Company upon execution of this A9reement, which may be updated by
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Oracle America v. Google, 3:10-cv-03561-WHA GOOGLE-03371633
Google from time to time. Distribution of Googfe Applications, products or services outside of the Territories is
prohlblled.
1.20. "Trademarks" means the trade names, trademarks, service marks, logos, domain names and other distinctive
brand features of each party as owned by such party from tlme to time.
2. Google Applications.
2.1. License Grant. Subject to the terms and conditions of this Agreement (including Section 2.7), Google hereby
grants to Company a nontransferable, nonsubtlcensable (except Company may sublicense to Telecom Operators
with whom Company has a written agreement), nonexclusive license during the Term to: (a) reproduce the Google
Applications to the extent necessary to exercise the right granted in {b); and (b) distribute the Google Applications
for no cost directly to End Users only in the Territories specifically authorized by Google via the distribution
methods specified by Google. For the sake of clarity, Company may sublicense the Google Applications to
reseflers and distributors solely for distribution purposes and only when the Google Applications are pre-Installed
on the Devices. Devices may only be distributed if all Google Applications (excluding any Optional Google
Applications) authorized for distribution In the applicable Territory are pre-installed on the Device, unless otheJWise
approved by Google in writing. Initial distribution in each Individual Territory, and the appearance and
implementation of Google Applications, shall be subject to Google's prior written approval, and shall adhere to the
terms and conditions of this Agreement, Including but not limited to the Google Mobile Branding Guidelines.
Additionally, where Google specifies a specific version of a Google Application to be distributed in a certain
Territory, Company shall distribute only such version within such Territory. Company may also sublicense the
Google Applications to its contractors for testing, evaluation and development purposes only (not distribution) and
only with contractors with which Company has a written agreement that is no less protective of the Google
Applications as set forth in this Agreement.
2.2. License Grant Restrictions. Company shall not, and shall not allow any third party to: (a) disassemble, de-
compile or otherwise reverse engineer the Google Applications or otherwise attempt to learn the source code or
algorithms underlying the Google Applications; (b) create derivative works from or based on the Google
Applications; (c) except as expressly set forth in this Agreement. provide, sell, license, distribute, lease, lend, or
disclose the Google Applications to any third party; (d) exceed the scope of any license granted to Company
hereunder; (e) ship, divert, transship, transfer, export or re-export the Google Applications, or any component
thereof, into any country or use it in any manner prohibited by any export control laws, restrictions, or regulations
administered by the U.S. Commerce Department's Bureau of Export Administration, the U.S. Department of
Treasury's Office of Foreign Assets Control or any other applicable government agency; or (f) take any aclfons that
may cause or result in the fragmentation of Android, including but not limited to the distribution by Company of a
software development kit (SDK) derived from Android or derived from Android Compatible Devices and Company
shall-not assist or encourage any third party to distribute a software development kit (SDK) derived from Android,
or derived from Android Compatible Devices.
2.3. Delivery. Upon availability, Google shall deliver the Googla Applications to Company. For the sake of clarity, the
parties acknowledge and agree that Google has no obligation to develop or deliver any Google _Application, and
any such development or delivery is at Google's sole discretion. Company shall commence distribution of updated
versions of Google Applications promptly after such updated versions of Google Applications are made available
by Google, but no more than 90 days after availabi1lty.
2.4. Form of Distribution Offering. (a) During the Term, upon Google's approval as described rn Section 4.3,
Company shall make the Google Applications available to End Users on the Device as described in this
Agreement. The form of any such offering shalf be as set forth In this Agreement, and shall adhere to the Google
Mobile Branding Guidelines. Without limiting the foregoing sentence, except for End Users as expressly set forth in
this Agreement, Company shall not offer or distribute the Google Applicatlons to any third party (except as set forth
in Section 2.1). (b) Company {or any third party) shall not: (I) serve or otherwise place any advertisements during
the launch process of the Google Applications; (U) offer, download or install, or allow any third party to offer,
download or Install, any additional products during the launch process of the Google Applications; or (iii} preload,
Install or launch any Goog1e Application (or otherwise act or fall to act) such that an End User Is denied the
opportunity to review and accept (or reject) the relevant Google terms of service.
2.5. Accurate Reproduction. Company agrees that In connection with Its exercise of the rights granted In 2.1 of this
Agreement, it will accurately reproduce the Google Applications (Including any legal notices and marks contained
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therein) and will not insert Into the Google Applications any viruses, worms, date bombs, time bombs, or other
code that Is specifically designed to cause the Google Applications to cease operating, or to damage, interrupt,
allow access to or interfere with any Google Applications or End User data.
2.6. Open Devices. The parties will create an open environment for the Devices by making all Android Products and
Android Application Programming Interfaces available and open on the Devices and will take no action to limit or
restrict the Android platform.
2.7. Authorization to Distribute Google Applications on the Devices & Compatibility.
The license to distribute Google Applications In Sectlon 2.1 Is contingent upon the Device becoming an Android
Compatible Device. Each Device must become an Android Compatible Device a! least 30 days prior to the Final
Embed Date of the Device. The final software build on Devices must pass the Compatibility Test Suite prior to
Launch. Company agrees as follows:
(a) each of its employees that are designated by Company in an email to CTS@androld.com is authorized to submit
and upload CTS Reports on behalf of Company.
(b) the CTS has not been modified or altered by Company or Its employees or agents.
(c) Company will execute the CTS completely.
(d) no CTS Reports have been altered.
(e) the contents of each CTS Report Is true to the best of Company's knowledge.
(f) . Google and its affiliates may include Android Compatible Devices and Company's name in presentalions,
marketing materials, press releases, and customer lists (which includes, without limitation, customer lists posted
on Google web sites) for marketing purposes. Google may publish the results of each CTS Report after the
applicable Device is Launched.
2.8. Other Agreements. This Agreement will supersede any agreements between the parties regarding Android-
powered devices, but will have no affect on any other agreements between the parties regarding other devices or
Google services or applications.
3. Device Distribution Requirements.
3.1. Company agrees that it will be solely responsible for the distribution of the Devices and managing its Inventory.
3.2. Unless otherwise permitted in writing by Google, Company will ensure that Devices distributed In Germany make
use of the "Google Mall" (and not "Gmail") Google Trademark;
3.3. Company understands and agrees that it shalf not Aclively Promote, and shall use Its best efforts to prevent any
third party (including Its affiliates, resellers, distributors and Telecom Operators) from Actively Promoting Google
Applications or any Google services except in those Territories in which such Google Applications or services are
expressly authorized by Google In this Agreement. Specific information regarding Territories will be provided to
Company after Company's acceptance of this Agreement.
3.4. Placement Requirements. Unless otherwise approved by Googie in writing: (1) Company will preload all Google
Applications approved in the applicable Territory or Territories on each Device; (2) Google Phone-top Search and
the Android Market Client leon must be placed at least on the panel immediately adjacent to the Default Home
Screen; (3) all other Google Applications will be placed no more than one level below the Phone Top; and (4)
Google Phone-top Search must be set as the default search provider for all Web search aocess points on the
Device. Notwithstanding the foregoing, there are no placement requirements for Optional Google Applications.
For clarity, "Web search" shall not include data on the Device.
In addition, any exceptions to the requirements In this Section 3.4 granted before the Effective Date of this
Agreement shall also be exceptions under this Agreement. The Devices listed on Exhibit B are also from
the requirements of this Section 3.4 as long as such Devices meet all the other requirements of this Agreement
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and the placement requirements from the HTC Google Mobile Application Distribution Agreement effective March
1, 2009. Any additional exceptions from the requirements of thfs Section 3.4 for Devices scheduled for release
afler the first quarter of 2011 will be considered by Google on a case by case basis.
3.6. Distribution. Company shall preload the Google Applications on the Devices so that, after preload, an Icon
representing each Google Application shall appear on the Device as specified In the above Placement
Requirements. In addition:
(a) Preload by Company of a Google Application shall be limited to Installation by Company of the Google
Application, and shall not involve launch of the Google Application
(b) End User selection of an Icon representing an already preloaded Google Application shall launch such Google
Application.
3.6. Support. Company Is solely responsible for customer care and support of its users. Google will provide support
for Google Applications as made generally available to users of Googte Applications.
3.7. Branding. Branding on the hardware of the Devices will be determined by Company, but shall not include any
Google branding or Google Trademarks.
3.8. Network Location Provider. The following requirements apply to Network Location Provider:
(a) Company shall ensure Network location Provider will be turned off by default.
(b) Company shall ensure that the appropriate prompts are displayed to the End User seeking the End User's
consent to use Network Location Provider as provided by Google. Company shall not prevent the End User from
providing consent prior to enabling Network Location Provider or any application making use of Network Location
Provider.
(c) Company shall configure Network location Provider to be the default network-based location provider on all
Android Compatible Devices. Notwithstanding the foregoing, Company may be permitted to use an alternative
networkbased location provider for a specific Territory or Telecom Operator If the parties mutually agree and
determine that Network Location Provider cannot be used due to inadequate data quality and coverage.
(d) Company will enable an features of Network location Provider, including network-based location resolution,
anonymous network location data collection, and reverse-geocoding.
3.9. Google Legal Terms. Company shall ensure that the appropriate Google Terms of Service, Privacy Policy and
Legal Notices as provided by Googfe are available to the End User.
4, General Requirements.
4.1. Payments. Company and Google shall each retain any and all revenue generated from provision of thefr
respective products or services. For the sake of clarity, except as expressly set forth in this Agreement, neither
party shall be required to account to the other or otherwise make any payment to the other regarding the
Applications, Google products or services, the Devices, the Service or any revenue generated therefrom.
4.2. Reports. Within thirty (30) days of the end of each calendar month during the Term, Company shalf provide a
written report of the total number of Devices distributed with a preloaded version of a Google Application during
such calendar month (by Googte Application, Territory and Device model within each Territory). These reports will
be submitted to androld-partner-support@googte.com.
4.3. Google Approval and Launch. Company's distribution and Implementation of the Google Applications shall be
subject to Google's prior approval (not to be unreasonably withheld) to ensure adherence to the terms and
conditions of this Agreement, Including but not limited to the Google Mobile Branding Guidelines. Company shall
not Launch any Device until it has obtained Googfe's approval as set forth in (a), (b) and (c) (as applicable) below:
(a) For-the lnillal Launch of each Device model, Company will complete a Device Launch Addendum In the form set
forth on Exhibit A Google will review the Device Launch Addendum and will notify Company of any problems.
Once the parties mutually agree on the Device launch Addendum, the parties must sign the Device Launch
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Addendum to make It effective. Company wilt: (1) no less than 30 days before the initial launch, notify Goog!e
via email (or via a website provided by Google) of such Launch; (2) provide Device samples in accordance with
Section 4.4(a) below: (3) submil a CTS Report for such launch; and (4) submit the Device's final software build
for such Launch.

(b) For any subsequent launches of a Device model after the Initial Launch of such Device model, Including
software changes for any new Telecom Operator in each new Territory or any soflware updates for any
previously approved Launch, Company must obtain Google's written (which may be by way of email) approval
(not to be unreasonably withheld) prior to Launch. Company will: (1) no less than 30 days before each Launch
Date, notify Google via email (or via a website provided by Google) before each Launch; (2) submit a CTS
Report for each Launch; and {3} If requested by Google, submit the Device's final software build for such Launch.
(c) Google must provide approval (as defined in Sections 4.3(a) or 4.3(b), as applicable) of the Implementation of
the Google Applications on the Device in writing before distribution of any Device and such Device must only be
distributed in Territories and with Telecom Operators as approved by Google. Upon receipt of each such Google
approval, Company wfll begin distribution and implementation in accordance wilh this Agreement (each a
"Launch Date"). Company will provJde contact information to facilitate Google's communication regarding
approvals to Company. Company will provide wrlnen confirmation to Googla of Launch promptly following each
Launch Date. Company agrees that the restrictions, Including restrictions against Active Promotion, set forth at
the following web site (or other URL provided by Google and as updated by Google from time-to-time) shall apply
to all Launches unless otherwise approved by Google in writing:
hllps://sl!es.google.com/a/google.com/gms_distribution/geo-availability-of-google-applications. Company will
provide a monthly report on shipment volumes and applicable Territories for each Device.
4.4. Implementation Requirements. The parties shall provide the materials and Information listed below:
(a) Company shall deliver to Google no less than four (4) Device samples for each Device model for Google's
approval as set out in Section 4.3 (Google Approval and Launch). Company shall use commercially reasonable
efforts to provide such Devices at least 30 days prior to the Final Embed Date for each Initial Launch of each
Device model. Google may use such Devices to test the operation and presentation of relevant Google products,
services and sites on the Device. Devices will be sent to a Google address to be provided by Google to
Company.
(b) If at any time the Devices provided under this Section 4.4 are no longer capable of displaying the current
lmplementalion of relevant Google products, services or sites, Company will provide Google wilh replacE:lment
Devices as required.
(c) If at any time the software on the Devices as distributed to End Users changes the representation of Google
products, services and sites, Company shall make available to Google the new software and I ?r Devices for
approval.
(d) Company agrees to assist Google with ongoing testing of Devices and Android applications. Google may from
lime to lime provide Company with Androld-based applications and tests that should be run on Devices (which
may represent famltles of Devices} on which such applications will be loaded to assure the operation and
presentation of such application. Company will load such applications on Devices and run such test in a timely
manner to help assess the operation and presentation of such applications and provide the test results to Google.
(e) Company shall configure the appropriate Client ID for each Device as provided by Google.
(f) Company shall provide all other information, equipment and/or assistance reasonably necessary to allow Google
to deliver the Google Applications and make the Google Applications (including overMthe-alr updates thereto)
available on the Service and the Devices.
4.5. Over-theAir Updates. Google may auto-update Google Applications over-the-air at Google's discretion.
Company shall not prevent such over-the-air auto-updates. In Google's sole discretion, Google may enable
Company to provide Device builds to Google for distribution by Googfe to Devices via an over-the-air update.
Company hereby grants Google a non-exclusive, worldwide, license to distribute the Device build during the Term.
Nothing In thls Agreement shall require Company to provide Device builds for Google to distribute and Google
shall not be obligated to distribute such Device bullds.
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4.6. Site Pages. Company shall not, and shalt not allow any third party to, redirect an End User away from, block
access to, frame, or modify or change the look or feel of any web page or web site accessed via a Google
Application, or place anything on or near any web site page that in any way implies that Google is responsible for
the contents of such page.
4.7. Data Collection and Reporting. Each party's applicable privacy and security policies shall apply with respect to
the user information collected by it. The parties will provide each other reasonable aggregate Information about
usage of the Devices during the Term, in order to help each party Improve End User's experience with the Device,
consistent wilh each party's privacy policies. Such information will not involve any personally ldentlfiable
information.
4.8. Telecom Operator Customer Restrictions. The parties acknowledge and agree that the placement and
distribution obligations contained in Section 3.4 and Section 4.3 are subject to restrictions placed upon Company
by its direct Telecom Operator customers. However, pursuant to Section 3.4 and Section 4.3, any such placement
and distribution, including the appearance of Google Applications, shall be subject to Google's prior written
approval, and shall adhere to the terms and condilions of this Agreement, including but not limited to the Google
Mobile Branding Guidelines.
4.9. No Connectivity Notice. When an End User launches a Device's web browser or launches a Google Application
and there is no data connectivity available, Company will not block, alter or prevent In any way the presentation of
any message to such End User indicating lack of data connectivity.
4.10. Points of Contact. Each party shall each appoint a partner manager (the "Partner Manager") who shall be the
point of contact for all issues concerning this Agreement. Company's primary communication with Google
regarding this Agreement will be through email sent to andro!d-partner-support@google.com.
5. Term and Termination.
5.1. Term. The term of this Agreement shall begin on the Effective Date and continue for a period of two (2) years
after the Effective Date, unless earlier terminated as provided in this Agreement. This Agreement shall not renew
unless specifically agreed by the parties in writing.

6.2. Termination. {a) Either party may suspend performance or terminate this Agreement if (i) the other party is in
material breach of the Agreement and fails to cure that breach within thirty (30} days after wrilten notice; or (li) the
other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are
not dismissed within ninety (90) days. (b) Notwithstanding the foregoing, either party may terminate this
Agreement Immediately upon written notice upon a breach of Sections 2.1 to 2.2 (License Grant and Restrictions),
Secllon 2.4(b)(ilt) (opportunity to review and accept Google terms of service), Section 2.5 (Accurate Reproduction),
Section 6.1 (Confidentiality) or Section 7 (Trademarks), or as set forth in Section 12.4 (Change of Control). (c)
Notwithstanding anything to the contrary, In the event that the government or controlling body of any country or
territory in which the Goog!e Applications are distributed or made available imposes any law, restriction or
regulation that makes It illegal to distribute or make available the Google Applications, or any portion thereof, Into
such country or territory, or If any such law, restriction or regulation places a substantial burden on Google, where
substantial is measured with respect to Google's economic benefit under this Agreement, as determined by
Google In its reasonable and good faith judgment (such substantial burden, a "Substantial Burden"} then Google
shall have the right to suspend the distribution and/or availability of such Googte Applications in such country or
territory until such Ume as such law, restriction or regulation Is repealed or nullified or modified such that there It Is
no longer illegal or a Substantial Burden, as applicable, for lhe Google Applications to be distributed or made
available in such country or territory ("Special Suspension").
5.3. Effect of Termination. Upon expiration or termination of this Agreement: (a) all rights and licenses granted
hereunder shall immediately cease; (b) Company will immediately stop reproducing, offering or distributing the
Google Applications; and (c) each Party shall return or destroy {and a duly appointed officer shall certify to such
destruction) all copies of the Google Applications (In the case of Company) and any other Confidential Information
In Its possession which it is aware and to which It has access and is reasonably able to destroy or delete (which,
for the avoidance of doubt, does not Include archived backup copies which are not In live working use and which
are no longer easily accessible or retrievable}, including from all hard disks and memory. Neither party shall be
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liable to the other for any damages resulting solely from termination of this Agreement as permitted for under this
Agreement.
6.4. Sell-Off Right. Notwithstanding the provisions of Section 5.3 above, for a period of thirty (30) days following
expiration or termination of this Agreement ("Sell-Off Period"), Company shall have the right to distribute In
accordance with the terms and conditions of this Agreement all Google Applicatlon(s) actually preloaded on the
Device Inventory as of the date of expiration or termination of this Agreement ("Inventory"}, and such party shall
have the right to use the Google Trademarks In accordance with this Agreement in connection with such Inventory
("Sell-Off Right"); provided, however, that Company shall provide no less than thirty (30) days prior written
notification to Google of Its Intent to exercise the Sell-Off Right ("Sell-Off Right Notice"}. Notwithstanding
anything to the contrary, the Sell-Off Righi shall not apply in the event that either (a) Company does not provide
the Sell-Off Right Notice as set forth above In this Sectron 5.4, or (b) this Agreement (or any right granted
hereunder) is suspended or terminated by Google pursuant to Section 5.2 of this Agreement.
6.5. Survival. The provisions of Sections 1 (Definitions), 2.2 (license Grant Restrictions), 5.5 {Survival), 6.1
(Confidentiality), 8 (Proprietary Rights), 9.2 (Disclaimer), 10 (Limitation of Llabllity}, 11 (Indemnification) and 12
(General) shall survive expiration or termination of this Agreement.
6. Confidentiality and PR.
6.1. Confidentiality. (a) Definition. "Confidential Information" is information disclosed by cine party to the other party
under this Agreement that is marked as confidential or would normally under the circumstances be ccinsidered
confidential information of the disclosing party. Confidential Information does not Include information that the
recipient already knew, that becomes public through no faull of the recipient, that was lndependenlly developed by
the recipient, or that was rightfully given to the recipient by another party. (b) Confidentiality Obligations. The
recipient will not disclose the Confidential Information, except to affiliates, employees, and agents who need to
know it and who have agreed In writing to keep II confidential. The recipient, its affiliates, employees, and agents
may use Confidential Information only to exercise rights and fulfill obligations under this agreement, while using
reasonable care to protect it. The recipient may also disclose Confidential Information when required by law after
giving reasonable notice to discloser.
6.2. Publicity. Except as set forth In Section 2.7, neither party may make any public statement regarding the
relationship contemplated by this Agreement without the other's prior written approval. Requests for marketing,
press releases and other publicity issues should be made by submitting a request at
http://services.google.com/permissions/applfcation (and selecting the appropriate Android entry In the "Request
Type" menu).
7. Trademarks,
7.1. General. Each party shall own all right, title and Interest, Including wlthout llmltatlon all Intellectual Property Rights,
relating to Its Trademarks. Some, but not all examples of Google Trademarks are located at:
http:/fwww-.google.com/permissions/trademarks.html (or such other URLs Google may provide from lime to time).
Except to the limited extent expressly provided in this Agreement, neither party grants, and the other party shall
not acquire, any right, title or interest (Including, without limitation, any implied license) in or to any Trademarks of
the first party; and all rights not expressly granted herein are deemed withheld. All use by Google of Company
Trademarks (including any goodwill associated therewith) shall inure to the benefit of Company and all use by
Company of Google Trademarks (including any goodwill associated therewith) shall inure to the benefit of Google.
No party shall challenge or assist others to challenge the Trademarks of the other party (except to protect such
party's rights with respect to its own Trademarks) or the registration thereof by the other party, nor shall either
party attempt to register any Trademarks or domain names that are confusingly similar to those of the other party.
7.2. License to Google Trademarks. Subject to Google's written approval prior to each use of a Google Trademark
and to the terms and conditions of this Agreement, Google grants to Company a limited, nonexclusive and
nonsublicensable license during the Term to display those Google Trademarks expressly authorized for use In this
Agreement, solely for the purposes expressly set forth herein. Notwithstanding anything to the contrary, Google
may revoke the license granted herein to use Google's Trademarks upon providing Company with wrltlen notice
thereof and a reasonable period of time to cease such usage. Furthermore, in its use of any Goog!e Trademarks,
Company agrees to adhere to the Google Mobfle Branding Guidelines.
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Company shall not, and shall not allow any third party to produce any consumer packaging or materials for the
Device that identifies or suggests that Google is the manufacturer of the Device. in this regard, Company shall
ensure that any Device paCkaging or user guide produced by the Company identifies Company as the
manufacturer of the Device and provides contact details in the applicable Territories In which the Device is
distributed.
7.3. License to Company Trademarks. Subject to the terms and conditions of this Agreement, Company grants to
Google a limited, nonexclusive and nonsublicensable license during the Term to display those Company
Trademarks expressly authorized for use in this Agreement, solely for the purposes expressly set forth herein.
Notwithstanding anything to the contrary, Company may revoke the license granted herein to use Company's
Trademarks upon providing Google with written notice thereof and a reasonable period of time to cease such
usage.
8. Proprietary Rights. (a} Company acknowledges that, as between the parties, Google (and/or its licensors) retains all
right, title and interest, including without limitation all rights In copyrights, trademarks, trade secrets, patents and know-
how, ln and to the Google Applications and the Google Trademarks. Company has, and shall acquire, no rights in the
foregoing except those expressly granted by this Agreement. Google shall not be restricted from selling, licensing,
modifying, or otherwise distributing the Google Applications and/or the Google Trademarks to any third party. {b) Google
acknowledges that, as between the parties, Company (and/or its licensors) retains all right, title and interest, including
without llmltallon all rights in copyrights, trademarks, trade secrets, patents and know-how, in and to the Devices and the
Company Trademarks. Google has, and shall acquire, no rights !n the foregoing except those expressly granted by this
Agreement. Except as set forth in this Agreement, Company shall not be restricted from selling, licensing, modifying, or
otherwise distributing the Devlces and/or the Company Trademarks to any third party.
9. Representations, Warranties and Disclaimer.
9.1. Representations and Warranties. Each party represents and warrants to the other that lt has full power and
authority to enter Into this Agreement, and that the execution and delivery of this Agreement, and the perfonnance
of its obligations hereunder, will not constitute a breach or default of or otherwise violate any agreement to which
such party or any of its affiliates are a party. Company represents and warrants that It has and will maintain
throughout the Term all rights, authorizations and licenses that are required wlth respect to the Devices, any
materials provided by Company to be distributed by Google (Including Company's Device builds) and any
Company content or services, and that the Devices, materials provided by Company to Google, and the
Company's content or services, and their use, distribution, sale and license, do and shall continue to comply with
all applicable foreign, federal, state, and local laws, rules and regulations. Company represents and warrants that
any materials provided by Company to be distributed by Google (including Company's Device builds) will comply
with all applicable open source licensing requirements.
9.2. Disclaimer. OTHER THAN THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 9.1, THE
GOOGLE APPLICATIONS AND THE ANDROID PLATFORM ARE PROVIDED "AS IS" AND WJTHOUT
WARRANTY OF ANY KIND AND GOOGLE EXPRESSLY DISClAIMS ANY AND ALL WARRANTIES, WHETHER
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. GOOGLE DOES
NOT WARRANT THAT THE GOOGLE APPLICATIONS AND/OR ANY OTHER GOOGLE PRODUCTS OR
SERVICES PROVIDED HEREUNDER WILL MEET ALL OF COMPANY'S REQUIREMENTS OR THAT
PERFORMANCE OF SUCH SERVICES WILL BE UNINTERRUPTED, VIRUS-FREE, SECURE OR ERROR-
FREE. OTHER THAN THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 9.1,
COMPANY MAKES NO WARRANTY OF ANY KIND TO GOOGLE WITH RESPECT TO THE DEVICES, AND
EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NONINFRINGEMENT.
10. Limitation of Liability.
10.1. Limitations. SUBJECT TO SECTION 10.2: (A) LIMITATION ON INDIRECT LIABILITY. NEITHER PARTY MAY
BE HELD LIABLE UNDER THIS AGREEMENT FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN
IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE AND EVEN IF
DIRECT DAMAGES DO NOT SATISFY A REMEDY. {B) LIMITATION ON AMOUNT OF LIABILITY. NEITHER
Confidential
(Rovd. 12/10)
Page 9 of 13
Case5:l4-cv-02007 Documentl-2 Filed05/0l/l4 Pagel0 of l4
f
PARTY MAY BE HElD LIABLE UNDER THIS AGREEMENT FOR MORE THAN ONE HUNDRED THOUSAND
U.S. DOllARS ($100,000.00 USD).
10.2. Exceptions to Llmihltlons. These limitations of liability do not apply to: {a) breaches of confidentiality obligations,
violations of Intellectual Property Rights (Including without limitation a breach of the license to use Trademarks
under Section 7), indemnification obligations; or (b) breaches by COMPANY of Sections 2. (license Grant
and Restrictions), Secllon 2.4(b)(lii) (opportunity to review and accept Google terms of service), or Section 2.5
(Accurate Reproduction).
1 0.3. Allocation of Risk. The parties agree that (a) the mutual agreements made in this Section 10 reflect a
reasonable allocation of risk, and (b) that each party would not enter into the Agreement without these limilalions
on liability.
11. Indemnification.
11.1. By Google. Google wlll defend, or at its option settle, any third party lawsuit or proceeding brought against
Company based upon or otherwise arising out of: (a) any breach or claimed breach of the first sentence of Section
9.1; or (b) any claim that the Google Applications or Google Trademarks infringe any copyright, trade secret or
trademark of such third party. Notwithstanding the foregoing, in no event shall Goog!e have any obligations or
liability under this Section 11.1 arising from: (I) modifications of the Google Applications or the Google Trademarks
by any party other than Google; and {il) combination of the Google Applications or the Google Trademarks with
any other software or products or any other materials. Google, in its sole and reasonable discretion, reserves the
right to terminate Company's continued distribution of or access to the Google Applications or the Goog!e
Trademarks which are alleged or'belleved by Google to Infringe the rights of a third party. Google shall have no
obligations under this Section 11.1 regarding the Android platform or any third party products distributed through
the Android Market.
11.2. By Company. Company will defend, or at Its option settle, any third party lawsuit or proceeding brought against
Google based upon or otheJWise arising out of: (a) any breach or claimed breach of Section 9.1; (b) Company's or
any third party's improper or unauthorized replication, packaging, marketing, distribution, or installation of the
Google Applications, including without limitation claims based on representations, warranties, or
misrepresentations made by Company; (c) any breach or claimed breach of Sections 2.4(b)(tll), Secllon 3.2
(Google Mail), or SecUon 3.3 (Actively Promote); {d) any claim that any Device (or application Installed thereon
other than the Google Applications), or any Company Trademark Infringes any Intellectual Property Right; or (e)
any third party claim arising out of or resulling from End User's use of any Device (or application installed thereon
other than the Google Applications), including without limitation any actlons or claims in product liablllty, tort,
contract or equity.
11.3. Conditions of Indemnification. The party seeking indemnitrcatfon must promptly notify the other party of the
claim and cooperate with the other party In defending the claim. The indemnifying party has full control and
authority over the defense, but the other party may join in the defense with its own counsel at its own expense.
THE INDEMNITIES ABOVE ARE THE ONLY REMEDY UNDER THIS AGREEMENT FOR VIOlATION OF A
THIRD PARTY'S INTELLECTUAl PROPERTY RIGHTS.
12. General.
12.1. Notices. All notices must be in writing and addressed to the attention of the other party's Legal Department and
primary point of contact. Notice will be deemed given (a) when verified by written receipt if sent by personal
courier, overnight courier, or mail; or (b) when verified by automated receipt or electronic logs if sent by facsimile
or email.
12.2. Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for
example, natural disaster, act of war or terrorism, rfot, labor condition, governmental action, and Internet
disturbance) that was beyond the party's reasonable control.
12.3. Assignment. Neither party may assign or transfer any part of this Agreement without the written consent of the
other party, except to an affiliate but only If (a) the assignee agrees in writing to be bound by the terms of this
Agreement and (b) the assigning party remains liable for obligations under the Agreement. Any other attempt to
transfer or assign is void.
Confldontlal
(Rovd.12/10)
Page 10 of 13
Case5:l4-cv-02007 Documentl-2 Filed05/0l/l4 Pagell of l4
12.4.
12.6.
IN
of Effective Date.
COMPANY: CORPORA liON
(Rovd. 1211 0)
EXHIBIT A
FORM OF
DEVICE LAUNCH ADDENDUM #_
This Device Launch Addendum Is entered under and subject lo the Mobile Application Distribution Agreement effective
[INSERT DATE] between [INSERT COMPANY NAME] (Company) and Google Inc. (Googfe) (the "MADA").
Upon execution of this Addendum, [INSERT COMPANY NAME] Google agree to the Launch the Device as set forth below.
No Launch may proceed until the both parties confirm Terminal Acceptance in writing. All Launches are subJect to the terms
and conditions of the MADA.
Device Davlco Specifications Device Imago (optlonaQ
Initial Initial Target Dovlco
Terrltory(los) Telecom Launch Foro cast for
Oporator(s) Date tho Territory
Additional Terms (If any):
COMPANY: ----------------
By
Name
Title
Date
Confidential
(Ravd. 12/1 0)
Target List of Goog!e Restrictions on Google
Terminal Applications Applications (e.g., No
Acceptance YouTube In China)
Date
GOOGLE INC.
By
Name
Title
Date
Page 12 of 13
Oracle America v. Google, 3:10-cv-03561-WHA
Googlo
Trademark
(If any)
GOOGLE-03371643
Device
Speedy
Mecha
Ace
Vivo
Vivo#W
Saga
Marvel
Flyer
Express
(Fiayer COMA
version)
Pyramid
Icon
ChaGha
Confidential
(Rovd. 12f10)
EXHIBITS
LIST OF DEVICES TO BE LAUNCHED IN Q1 2011
PURSUANT TO SECTION 3.4
Device Specifications Initial Telecom Territory &
Operator
3.6" WVGA Display, MSM7630 CPU, us,
Slider Keyboard, Sprint
EVDO Rev A + WiMax
4.3" VWGA Display, MSM8655 + MDM9600 CPU, us,
Bar Type, Verizon
LTE +COMA
4.3" WVGA Display, MSM8255, us,
Bar Type, AT&T
UMTS Tri-Band
4" WVGA Display, MSM8255 CPU, EU,
Bar Type, Voda
UMTS Tri-Band
4n VWGA Display, MSM8655 CPU, us,
Bar Type, Verizon
COMA+ UMTS World Phone
3.7"WVGA Display, MSM8255 CPU, EU,
Bar Type, T-Moblle
UMTS Tri-Band
3.2" HVGA Display, MSM7227 CPU, EU,US
Bar Type, HTC Channel, T-Moblle EU
UMTS Trf-Band and TMobile US
7" 1024x600 Display, MSM8255 CPU, Global
Tablet HTC Channel
UMTS Tri-Band or Wifl only
(COMA version is called Express)
7" 1024x600 Display, MSM8655 CPU, us
Tablet Sprint
EVDO Rev A+ WiMax
4.3" QHD Display, MSM8655 CPU, Global
Bar Type, HTC Channel
UMTS Tri-Band
3.4" HVGA Display, MSM7227 CPU, Global, US
Bar Type, HTC Channel (March or
UMTS Tri-Band April), T-Moblle (April or May)
2.6" HVGA Display, MSM7227 CPU, US, Global, US
QWERTY Bar, HTC Channei(March or April),
UMTS Tri-Band T-Mobife (April or May)
Page 13 of13
HIGHLY CONFIDENTIAL- ATTORNEY'S EYES ONLY Oracle America v. Google, 3:10-cv-03561-WHA
Target
Launch Date
Jan 2011
Jan 2011
Feb2011
March 2011
March 2011
March 2011
March 2011
March 2011
March 2011
March 2011
March/April
2011
March/April
2011
GOOGLE-03371644
JS 44 (Rev. 12/12) cand rev (1/15/13)
CIVIL COVER SHEET
The JS 44 civil cover sheet and the inIormation contained herein neither replace nor supplement the Iiling and service oI pleadings or other papers as required by law, except as
provided by local rules oI court. This Iorm, approved by the Judicial ConIerence oI the United States in September 1974, is required Ior the use oI the Clerk oI Court Ior the
purpose oI initiating the civil docket sheet. (SEE INSTRUCTIONS ON NEXT PAGE OF THIS FORM.)
I. (a) PLAINTIFFS DEFENDANTS
(b) County oI Residence oI First Listed PlaintiII County oI Residence oI First Listed DeIendant
(EXCEPT IN U.S. PLAINTIFF CASES) (IN U.S. PLAINTIFF CASES ONLY)
NOTE: IN LAND CONDEMNATION CASES, USE THE LOCATION OF
THE TRACT OF LAND INVOLVED.

(c) Attorneys (Firm Name, Address, and Telephone Number) Attorneys (If Known)
II. BASIS OF 1URISDICTION (Place an X in One Box Only) III. CITIZENSHIP OF PRINCIPAL PARTIES (Place an X in One Box for Plaintiff
(For Diversity Cases Only) and One Box for Defendant)
1 U.S. Government 3 Federal Question PTF DEF PTF DEF
PlaintiII (U.S. Government Not a Party) Citizen oI This State 1 1 Incorporated or Principal Place 4 4
oI Business In This State
2 U.S. Government 4 Diversity Citizen oI Another State 2 2 Incorporated and Principal Place 5 5
DeIendant (Indicate Citizenship of Parties in Item III) oI Business In Another State
Citizen or Subject oI a 3 3 Foreign Nation 6 6
Foreign Country
IV. NATURE OF SUIT (Place an X in One Box Only)
CONTRACT TORTS FORFEITURE/PENALTY BANKRUPTCY OTHER STATUTES
110 Insurance PERSONAL IN1URY PERSONAL IN1URY 625 Drug Related Seizure 422 Appeal 28 USC 158 375 False Claims Act
120 Marine 310 Airplane 365 Personal Injury - oI Property 21 USC 881 423 Withdrawal 400 State Reapportionment
130 Miller Act 315 Airplane Product Product Liability 690 Other 28 USC 157 410 Antitrust
140 Negotiable Instrument Liability 367 Health Care/ 430 Banks and Banking
150 Recovery oI Overpayment 320 Assault, Libel & Pharmaceutical PROPERTY RIGHTS 450 Commerce
& EnIorcement oI Judgment Slander Personal Injury 820 Copyrights 460 Deportation
151 Medicare Act 330 Federal Employers` Product Liability 830 Patent 470 Racketeer InIluenced and
152 Recovery oI DeIaulted Liability 368 Asbestos Personal 840 Trademark Corrupt Organizations
Student Loans 340 Marine Injury Product 480 Consumer Credit
(Excludes Veterans) 345 Marine Product Liability LABOR SOCIAL SECURITY 490 Cable/Sat TV
153 Recovery oI Overpayment Liability PERSONAL PROPERTY 710 Fair Labor Standards 861 HIA (1395II) 850 Securities/Commodities/
oI Veteran`s BeneIits 350 Motor Vehicle 370 Other Fraud Act 862 Black Lung (923) Exchange
160 Stockholders` Suits 355 Motor Vehicle 371 Truth in Lending 720 Labor/Management 863 DIWC/DIWW (405(g)) 890 Other Statutory Actions
190 Other Contract Product Liability 380 Other Personal Relations 864 SSID Title XVI 891 Agricultural Acts
195 Contract Product Liability 360 Other Personal Property Damage 740 Railway Labor Act 865 RSI (405(g)) 893 Environmental Matters
196 Franchise Injury 385 Property Damage 751 Family and Medical 895 Freedom oI InIormation
362 Personal Injury - Product Liability Leave Act Act
Medical Malpractice 790 Other Labor Litigation 896 Arbitration
REAL PROPERTY CIVIL RIGHTS PRISONER PETITIONS 791 Employee Retirement FEDERAL TAX SUITS 899 Administrative Procedure
210 Land Condemnation 440 Other Civil Rights Habeas Corpus: Income Security Act 870 Taxes (U.S. PlaintiII Act/Review or Appeal oI
220 Foreclosure 441 Voting 463 Alien Detainee or DeIendant) Agency Decision
230 Rent Lease & Ejectment 442 Employment 510 Motions to Vacate 871 IRSThird Party 950 Constitutionality oI
240 Torts to Land 443 Housing/ Sentence 26 USC 7609 State Statutes
245 Tort Product Liability Accommodations 530 General
290 All Other Real Property 445 Amer. w/Disabilities - 535 Death Penalty IMMIGRATION
Employment Other: 462 Naturalization Application
446 Amer. w/Disabilities - 540 Mandamus & Other 465 Other Immigration
Other 550 Civil Rights Actions
448 Education 555 Prison Condition
560 Civil Detainee -
Conditions oI
ConIinement
V. ORIGIN (Place an X in One Box Only)
1 Original
Proceeding
2 Removed Irom
State Court
3 Remanded Irom
Appellate Court
4 Reinstated or
Reopened
5 TransIerred Irom
Another District
(specify)
6 Multidistrict
Litigation
VI. CAUSE OF ACTION
Cite the U.S. Civil Statute under which you are Iiling (Do not cite jurisdictional statutes unless diversity):

BrieI description oI cause:
VII. REQUESTED IN
COMPLAINT:
CHECK IF THIS IS A CLASS ACTION
UNDER RULE 23, F.R.Cv.P.
DEMAND $ CHECK YES only iI demanded in complaint:
1URY DEMAND: Yes No
VIII. RELATED CASE(S)
IF ANY
(See instructions):
JUDGE DOCKET NUMBER
DATE SIGNATURE OF ATTORNEY OF RECORD
(Place an 'X in One Box Only) ( ) SAN FRANCISCO/OAKLAND ( ) SAN JOSE ( ) EUREKA
Case5:l4-cv-02007 Documentl-3 Filed05/0l/l4 Pagel of l
!
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AO 440 (Rev. 06/12) Summons in a Civil Action
for the
__________ District of __________
)
)
)
)
)
)
)
)
)
)
)
)
Plaintiff(s)
v. Civil Action No.
Defendant(s)
SUMMONS IN A CIVIL ACTION
To: (Defendants name and address)
A lawsuit has been filed against you.
Within 21 days after service of this summons on you (not counting the day you received it) or 60 days if you
are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.
P. 12 (a)(2) or (3) you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of
the Federal Rules of Civil Procedure. The answer or motion must be served on the plaintiff or plaintiffs attorney,
whose name and address are:
If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint.
You also must file your answer or motion with the court.
CLERK OF COURT
Date:
Signature of Clerk or Deputy Clerk
Case5:l4-cv-02007 Documentl-4 Filed05/0l/l4 Pagel of 2
AO 440 (Rev. 06/12) Summons in a Civil Action (Page 2)
Civil Action No.
PROOF OF SERVICE
(This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l))
This summons for (name of individual and title, if any)
was received by me on (date) .
I personally served the summons on the individual at (place)
on (date) ; or
I left the summons at the individuals residence or usual place of abode with (name)
, a person of suitable age and discretion who resides there,
on (date) , and mailed a copy to the individuals last known address; or
I served the summons on (name of individual) , who is
designated by law to accept service of process on behalf of (name of organization)
on (date) ; or
I returned the summons unexecuted because ; or
Other (specify):
.
My fees are $ for travel and $ for services, for a total of $ .
I declare under penalty of perjury that this information is true.
Date:
Servers signature
Printed name and title
Servers address
Additional information regarding attempted service, etc:
Case5:l4-cv-02007 Documentl-4 Filed05/0l/l4 Page2 of 2
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