You are on page 1of 72

Case5:14-cv-02007 Document1 Filed05/01/14 Page1 of 40

1
2
3

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

4
5
6
7
8
9
10
11

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

12
UNITED STATES DISTRICT COURT

13

NORTHERN DISTRICT OF CALIFORNIA

14

SAN JOSE DIVISION

15
16
17

GARY FEITELSON, a Kentucky resident, and


DANIEL MCKEE, an Iowa resident, on behalf
of themselves and all others similarly situated,
Plaintiffs,

18
19
20

v.
GOOGLE INC., a Delaware corporation,

No.
CLASS ACTION COMPLAINT
COMPLAINT FOR VIOLATION OF
THE SHERMAN ANTITRUST ACT,
CLAYTON ANTITRUST ACT,
CALIFORNIA CARTWRIGHT ACT,
AND CALIFORNIA UNFAIR
COMPETITION LAW

Defendant.

21

DEMAND FOR JURY TRIAL OF ANY


ISSUES SO TRIABLE

22
23
24
25
26
27
28
010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page2 of 40

TABLE OF CONTENTS
Page

2
3

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

10
11
12

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

13
14

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

15
16
17
18
19

V.

INTERSTATE TRADE AND COMMERCE ...................................................................... 24

20

VI.

RELEVANT MARKETS ..................................................................................................... 24

21

VII.

CLASS ALLEGATIONS ..................................................................................................... 25

22

VIII.

CLAIMS FOR RELIEF ........................................................................................................ 29

23
24
25
26
27
28

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
-iCLASS ACTION COMPLAINT
010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page3 of 40

FIFTH CAUSE OF ACTION VIOLATION OF THE CARTWRIGHT


ACT (CAL. BUS. & PROF. CODE 16727) ............................................................................ 33

2
3

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

6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
CLASS ACTION COMPLAINT
010437-11 683086 V1

- ii -

Case5:14-cv-02007 Document1 Filed05/01/14 Page4 of 40

1
2

I.
1.

INTRODUCTION

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

10

way to use its Android mobile operating system (Android OS) to maintain and expand its

11

monopoly in both of these U.S. markets.

12

3.

Having recognized that personal computing was moving away from the desktop and

13

that Internet searches increasingly are being done on smartphones and tablets, Google purchased

14

the Android OS in 2005. By giving away the Android OS itself for free, Google rapidly built an

15

enormous user base in the United States.

16

4.

But Android itself only enables the basic functionality of a handheld device; what

17

brings mobile phones and tablets to life are applications. Some of the most popular handheld-

18

device applications, including the YouTube video app and Google Play (which enables shopping in

19

Googles app store) also are Google properties. As Google well knows, customers expect to see

20

these apps on their Android devices. So Google, by way of secret Mobile Application Distribution

21

Agreements (MADA), allows Android OS device manufacturers to pre-load a suite of Google

22

apps including the YouTube app and Google Play client, among others, onto a phone or tablet but

23

only if the manufacturer pre-loads onto prime screen real estate all of the apps in the suite, whether

24

the manufacturer wants them or not. Because consumers want access to Googles products, and

25

due to Googles power in the U.S. market for general handheld search, Google has unrivaled

26

market power over smartphone and tablet manufacturers.

27
28

-1CLASS ACTION COMPLAINT


010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page5 of 40

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

10

default search engine status because it results in more paid search-related advertisements, which

11

are the source of most of its billions and billions of dollars in annual profits.

12

6.

If device manufacturers bound by Googles distribution agreements were free to

13

choose a default search engine other than Google, the quality of Internet search overall would

14

improve because search engines become more effective as they process more and more search

15

queries. With default search engine status providing access to more searches, Googles

16

competitors in search would become more effective as they processed more queries, and this

17

competition would push Google to improve as well. Also, if Googles rivals were allowed to

18

compete for default status, they would do so in part by offering to pay device manufacturers for

19

that status on various Android smartphones and tablets. Such payments to device manufacturers,

20

maximized by way of competitive bidding, would lower the bottom-line cost associated with

21

production of the covered devices, which in turn would lead to lower consumer prices for

22

smartphones and tablets.

23

7.

Googles MADAs are contracts in restraint of trade that are designed to maintain

24

and extend its monopolies in general search and handheld general search. Simply put, there is no

25

lawful, pro-competitive reason for Google to condition licenses to pre-load popular Google apps on

26

making its search product the default search engine on covered devices. By insisting on these

27

contracts with device manufacturers, to the detriment of competition and consumers, Google has

28

-2CLASS ACTION COMPLAINT


010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page6 of 40

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.

8.

JURISDICTION

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.

10

1367(a).

11

9.

This Court has personal jurisdiction over the defendant by way of the fact that the

12

defendant is licensed to do business in the state of California and in fact conducts business in this

13

state.

14

10.

Venue is proper in this Court pursuant to 28 U.S.C. 1391(b), inasmuch as

15

unlawful practices are alleged to have been committed in this federal judicial district and the

16

defendant resides and regularly conducts business in this district.

17

11.

Assignment to the San Jose division of this Court is appropriate because the

18

defendant has its headquarters in Mountain View, Santa Clara County, California, which is located

19

in this division of the Northern District of California. Also, it is believed and therefore alleged that

20

many members of the proposed class reside or do business in the San Jose division of the Northern

21

District of California.

22
23

III.
12.

PARTIES

Plaintiff Gary Feitelson is the owner of an HTC EVO 3D mobile phone purchased

24

in or about July 2011 in Louisville, Kentucky. This device is an Android OS device believed, and

25

therefore alleged, to be covered by one of the exclusionary Google contracts, i.e., a Google-HTC

26

MADA, described herein. Mr. Feitelson uses his phone, inter alia, to perform Internet general

27

searches. But for the restraints alleged herein, Mr. Feitelsons phone would have cost less and had

28

-3CLASS ACTION COMPLAINT


010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page7 of 40

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.

10

14.

Defendant Google is a Delaware corporation with its headquarters and principal

11

place of business in Mountain View, California. Google is Americas leader in general Internet

12

search conducted on all devices, and in handheld general search. It also is the owner of the

13

Android OS and popular and exclusive mobile and tablet applications including YouTube, Google

14

Maps, and Gmail. Additionally, Google is the owner of the Google Play (formerly Android

15

Market) client, by which owners of Android devices bearing it are enabled to buy applications,

16

music, movies, and books from the Google Play store. Google was number 55 on last years U.S.

17

Fortune 500, with 2013 revenues of $55.2 billion and profits of $10.737 billion.

18

IV.

19

15.

RELEVANT FACTS

The plaintiffs, like many millions of Americans, are consumers of Android OS

20

devices who have been affected adversely by Googles unlawful practices in commerce.

21

A.

22

Google is a monopolist in general search.


16.

General Internet searches occur, inter alia, when a user goes to a search engine

23

website Google.com, for example and executes a query there, or when he enters a query into

24

his browsers search bar and a pre-designated search engine operating in the background executes

25

it. For example, the user might query name of the 32nd president of the United States. Google is

26

a monopolist in the U.S. market for general search conducted on all devices, including laptops,

27

desktops, mobile phones, and tablets. According to StatCounter, Googles search engine share

28

-4CLASS ACTION COMPLAINT


010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page8 of 40

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.)

8
9
10
11
12
13
14
15
16
17
18
19
20
21
17.

22

By any standard, Googles 81.87%+ share of the U.S. handheld general search

23

market is a monopoly.

24

B.

Google is a monopolist in handheld general search.

25

18.

Google also is a monopolist in U.S. market for handheld general search.

26

19.

Recognizing that Internet search was migrating from desktops to mobile devices,

27

Google purchased the Android OS in August 2005. Handheld device manufacturers including

28

-5CLASS ACTION COMPLAINT


010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page9 of 40

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

10

of Googles dominance in mobile and tablet devices. That dominance is based in its monopoly in

11

handheld general search.

12

21.

Handheld general search occurs when a smartphone or tablet user performs an

13

Internet search query on his or her device. If, for example, the user wants to know where the

14

nearest coffee shop is located, she might type her query into the search bar of her mobile browser.

15

The browser then will hand off the request to a pre-set search engine, such as the Google search

16

engine, that will operate behind the scenes to execute her request. Or she might use a dedicated

17

search app, for example a Google-branded app or widget that was pre-loaded onto her phone, and

18

enter her search term there. Not surprisingly, when she does so with a Google widget, the search is

19

processed through the Google search engine. Or she might go to https://www.google.com via her

20

browser and run the search from there which is not as likely as the other two methods described,

21

given the extra step involved to navigate to the Google website before entering the desired query.

22

But in that event, too, a search engine Googles will execute the search. Whichever of these

23

methods the phone or tablet user employs, search results will be returned to her.

24

22.

Google is the dominant mobile and tablet search engine in the United States. As of

25

March 2014, StatCounter reports that Googles U.S. handheld general search engine share the

26

share of mobile phone and tablet searches run through Googles search engine was at an

27

astounding 86.82%. Its competitor Yahoo!s share was at a distant 7.64%, and its competitor

28

-6CLASS ACTION COMPLAINT


010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page10 of 40

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).)

3
4
5
6
7
8
9
10
11
12
13
14
15
23.

16

The handheld general search market is a submarket of the Internet general search

17

market. The former captures Internet general searches performed on portable, wireless, handheld

18

smartphones and tablets. The latter captures Internet general searches performed not only on these

19

handheld devices, but on desktop and laptop computers, too. By any standard, Googles 86.88%

20

share of the U.S. handheld general search market is a monopoly.

21

C.

22

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

23

the vast majority of mobile and tablet searches will be run by its search engine. Cornering the

24

market on handheld-device searches translates to colossal profits.

25

25.

Google makes its money by selling advertising. The primary component of its

26

advertising profits is search advertising. Search advertising, which is a function of Googles

27

AdWords platform, serves paid ads in conjunction with so-called organic or natural search results.

28

-7CLASS ACTION COMPLAINT


010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page11 of 40

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

10

generated by search queries, is somewhere in the range of $15 billion to $18 billion annually)

11

(last accessed April 30, 2014).) Unfortunately, Google has not competed simply on the basis of a

12

better search engine, but also various unlawful tactics designed to favor its interests. These tactics

13

have caught the attention of Congress and regulators at home and abroad.

14

1.

Google has been the subject of, and has settled, various antitrust investigations.

15

27.

In September 2011, the U.S. Senate Subcommittee on Antitrust, Competition Policy

16

and Consumer Rights held a hearing on The Power of Google: Serving Consumers or Threatening

17

Competition?, at which Googles Executive Chairman, Eric Schmidt, appeared and answered

18

questions related to Googles status as a monopolist; charges that it rigged search results to favor

19

its own interests; and charges that it scraped content from various websites and served it up in non-

20

organic search results, among others. (See generally Power of Google Transcript of Sept. 21, 2011

21

Hearing (available at http://www.gpo.gov/fdsys/pkg/CHRG-112shrg71471/pdf/CHRG-

22

112shrg71471.pdf (last accessed March 20, 2014)).)

23
24
25
26
27
28

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 farreaching antitrust investigation of a corporation since the landmark
-8CLASS ACTION COMPLAINT
010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page12 of 40

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.

2
3
29.

Google ultimately reached a settlement with the U.S. government to head off an

4
antitrust lawsuit. (See, e.g., Google Agrees to Change Its Business Practices to Resolve FTC
5
Competition Concerns in the Markets for Devices Like Smart Phones, Games and Tablets, and in
6
Online Search (available at http://www.ftc.gov/news-events/press-releases/2013/01/google7
agrees-change-its-business-practices-resolve-ftc (last accessed March 26, 2014)).) In that
8
settlement, Google agreed to two terms involving search advertising. According to the Federal
9
Trade Commission, Google []agreed to give online advertisers more flexibility to simultaneously
10
manage ad campaigns on Googles AdWords platform and on rival ad platforms; and to refrain
11
from misappropriating online content from so-called vertical websites that focus on specific
12
categories such as shopping or travel for use in its own vertical offerings. (Id. at 1.)
13
30.

Google also has faced intense scrutiny from the European Unions antitrust

14
authorities for these same sorts of practices. In February 2014, the E.U. and Google announced
15
that they had reached a settlement in avoidance of litigation. By way of the settlement, Google has
16
agreed to display rival search ads next to its own specialized search ads. It also has agreed to allow
17
website owners the right to opt out of display of their content crawled by Googles search engine
18
agents on covered web pages. And Google has agreed to cease making it difficult or impossible for
19
advertisers to port search advertising campaigns, i.e., AdWords campaigns, to rival search engines.
20
(See Commitments in Case COMP/C-3/39.740, dated January 31, 2014, at 2-15 (available at
21
http://services.google.com/fh/files/blogs/google_commitments_full_2014.pdf (last accessed
22
March 22, 2014).) But the settlement has yet to attain final approval by the E.U. Instead, it is
23
under heavy fire from various quarters, including the E.U.-affiliated European Consumer
24
Organisation, for not going far enough, and for leaving Googles anti-competitive practices
25
unchecked. (See, e.g., http://www.eubusiness.com/Members/BEUC/google-antitrust (last accessed
26
April 4, 2014).)
27
28

-9CLASS ACTION COMPLAINT


010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page13 of 40

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

2
3
Google to pre-load popular Google apps including YouTube, the Google Play client, Maps,
4
Calendar, Gmail, Talk, among others.
5
32.

Google uses its popular apps to coerce manufacturers into making it the default

6
search engine provider on handheld devices. This unlawful tactic is currently under investigation
7
by European Union authorities, following the lodging of a complaint by FairSearch.org, of which
8
Microsoft, Expedia, tripadvisor, Oracle, and others are members. (See, e.g., In Europe, New
9
Protest Over Google, The New York Times, April 8, 2013; Google Reaches Settlement in EU
10
Antitrust Probe, The Wall Street Journal, February 5, 2014 (The [European Union] commission
11
is also examining whether Google is abusing its market share for mobile phones running its
12
Android operating system, according to people familiar with the examinations. Competitors have
13
said the company forces them to install software for Google searches.).)
14
33.

Recently revealed copies of Googles contracts with device manufacturers provide

15
the details of Googles abusive market manipulation. If a smartphone or tablet manufacturer such
16
as Samsung or HTC wishes, for example, to pre-load Googles popular and exclusive YouTube app
17
on a given Android OS phone or tablet, or if it wishes to install Googles popular and exclusive
18
Google Play client on that device, then Google requires that the manufacturer must agree to make
19
Google the default search engine on the device. The manufacturer also must agree to pre-load all
20
of a suite of Google applications onto prime screen real estate. Further, the manufacturer must
21
agree to make Google location services the default location services provider on the phone.
22
Additionally, the manufacturer must agree that it will pass a so-called Android Compatibility Test
23

as to that device, which Google administers and controls in its sole discretion.1 (Ex. A (MADA

24
25
26
27
28

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,
- 10 CLASS ACTION COMPLAINT
010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page14 of 40

between Google and Samsung), 2.1 (Devices may only be distributed if all Google

Applications2 (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.);

10

Ex. B (MADA between Google and HTC), 2.1 (same as 2.1 in Google-Samsung agreement),

11

2.7 (same as 2.7 in Google-Samsung agreement), 3.4 (same as 3.4 in Google-Samsung

12

agreement), 3.8(c) (same as 3.8(c) in Google-Samsung agreement).)

13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

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.)
- 11 CLASS ACTION COMPLAINT
010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page15 of 40

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).)

2
3

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).)

4
5

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

10

286 and 2775, respectively, though both documents indicate in their footers that they are

11

HIGHLY CONFIDENTIAL ATTORNEYS EYES ONLY.

12

36.

Default search engine status is exceedingly important to Google. If a Google search

13

app or widget is placed prominently on a handheld device, as in the following example of the

14

Samsung Galaxy S III mobile phone home screen bearing the Google Phone-top Search bar across

15

its middle, Google knows that phone and tablet owners will use it.

16
17
18
19
20
21
22
23
24
25
26
27
28

- 12 CLASS ACTION COMPLAINT


010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page16 of 40

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.

8
9
10

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 VicePresident of Product Management & Marketing put it:

11

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

12
13
38.

By way of Googles coercive and exclusionary practice with Android OS device

14
manufacturers such as Samsung and HTC, Google restrains and quashes competition for default
15
search engine status before it even can begin. There is no lawful reason to compel manufacturers
16
wishing to pre-load the YouTube app onto a device, or to enable their customers to access the
17
Google Play store and its 1.2 million apps, to make Google the default search engine on that device
18
as well. Instead, Googles practice is a pure power play designed to maintain and extend its
19
monopoly in handheld general search.
20
21

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.

22

39.

Consider the impact on a device manufacturer seeking to substitute an offering that

23

competes with a Google app. For example, a phone manufacturer might conclude that some non-

24

Google service is preferable to one of the listed Google Applications perhaps faster, easier to use,

25

or more protective of user privacy. Alternatively, a phone manufacturer might conclude that its

26
27
28

Source: Jonathan Rosenberg, Google VP of Product Management & Marketing, Inside the
Black Box: Technology & Innovation at Google, Speech to Claremont McKenna College
(emphasis added).
- 13 CLASS ACTION COMPLAINT
010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page17 of 40

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

10

reasonable substitutes to Google Maps. But it is not clear what other app store besides Google Play

11

that a manufacturer could preinstall onto a smartphone in order to offer a comprehensive set of

12

apps. Furthermore, a manufacturer would struggle to offer a phone without a pre-installed

13

YouTube app. Without the expected pre-loaded app allowing easy access to the short-format

14

entertainment videos that are YouTubes specialty, a phone would be unattractive to many

15

consumers, thus undermining carriers efforts to sell data plans, and putting the phone at

16

heightened risk of commercial failure. Needing Google Play and YouTube, a manufacturer must

17

then accept Google Search, Maps, Network Location Provider, and more even if the

18

manufacturer prefers a competitors offering or prefers a payment for installing some alternative

19

exclusively.

20

41.

In principle, the MADA allows a phone manufacturer to install certain third-party

21

applications in addition to the listed Google Applications. For example, the phone manufacturer

22

could install other search, maps, or email apps in addition to those offered by Google. But multiple

23

apps are duplicative, confusing to users, and a drain on limited device resources. Moreover, in the

24

key categories of search and location, Google requires that its apps be the default, and Google

25

demands prominent placements for its search app and app store. These factors sharply limit users

26

attention to other preloaded apps, reducing competitors willingness to pay for pre-installation.

27
28

- 14 CLASS ACTION COMPLAINT


010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page18 of 40

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

10

can offer only inferior placement adjacent to Google, with Google left as the default in key

11

sectors preventing competitors from achieving scale or outbidding Google for prominent or

12

default placement on a given device.

13
14
15

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

16

they constitute yet one more way by which Google forecloses its rivals in handheld general search

17

from competing. The results are especially pernicious given that already there are high barriers to

18

entry in the markets for general search.

19

45.

Any search engine becomes better over time as more and more search inquiries are

20

run through it. Searches executed via Googles search engine provide Google with data that

21

Google utilizes to improve its search algorithm. For example, if a users quest for specific

22

information is not satisfied by clicking on prominent links in results returned by the search engine,

23

she will click on a lower-ranked link or enter new search terms, and this data allows the algorithm

24

powering the search engine to adapt, or to be modified, to produce better results. This, in turn,

25

enhances Googles appeal to consumers, and the cycle repeats itself. Then, because Google

26

attracts more users with these ever-improving search results, Google attracts yet more ad dollars

27

because advertisers will follow the most consumers. And with more advertising dollars, Google

28

- 15 CLASS ACTION COMPLAINT


010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page19 of 40

can spend even more money to enhance its infrastructure4 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

10

Yahoo! Inc.:

11

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

12
13
14
15
16
17
18
19
20
21

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/googlesearch-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:

22
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.

23
24
25
26
27
(Id.)
28

- 16 CLASS ACTION COMPLAINT


010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page20 of 40

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.

2
3
4
5
6
7
8

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

10

struggled mightily. As The Washington Post reported recently, Microsofts online services

11

division, which oversees search engine Bing, reported a loss of $1.3 billion in 2013 less than the

12

previous year but still in the red. (http://www.washingtonpost.com/blogs/the-

13

switch/wp/2014/02/05/investors-want-microsofts-new-ceo-to-kill-xbox-bing-and-surface/ (last

14

accessed April 14, 2014.) This has brought pressure from investors to dump Bing altogether.

15

47.

If Microsoft were to exit the market, then there is little hope for any meaningful

16

competition in the markets for general search and handheld general search. As Steve Pociask and

17

Joseph P. Fuhr, Jr. of the American Consumer Institute put it in their July 24, 2012 paper entitled

18

The Search for Market Dominance:

19
20
21
22
23
24
25
26
27
28

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
- 17 CLASS ACTION COMPLAINT
010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page21 of 40

the market has tipped to Google, which funnels much of the webs
traffic to and from its websites and partner websites.

2
(Id. at 8-9 (footnotes omitted) (available at
3
http://www.ftc.gov/sites/default/files/attachments/frequently-requested-records/1311google-20134
00857.pdf) (last accessed April 15, 2014).)
5
48.

Google itself has acknowledged that scale is critical to the general search market

6
and constitutes a grave barrier to entry. For example, Googles executive chairman, Eric Schmidt,
7
was quoted in an April 13, 2003 New York Times article entitled In Searching the Web, Google
8
Finds Riches as stating: Managing search at our scale is a very serious barrier to entry. And
9
this was over 10 years ago, well before Google attained its present immense size and scale.
10
Mr. Schmidt has since tried to walk back that statement, but it remains as objectively true today as
11
it was then even more so.
12
49.

In fact, only a few years ago, Mr. Schmidt again acknowledged the immense power

13
and marketplace effectiveness of Googles scale during an interview for an October 9, 2009.
14
BloombergBusinessweek article entitled How Google Plans To Stay Ahead in Search. In
15
response to the question, What is Googles biggest strength in search? Mr. Schmidt responded:
16
We just have so much scale in terms of the data we can bring to bear.
17
50.

This is consistent with Mr. Schmidts remarks expressed earlier in 2009, in response

18
to a question during a FOX Business television interview about whether Microsofts investment of
19
some $80-100 million into promotion for its competitive search engine, Bing, would compel a
20
response from Google. As Mr. Schmidt put it, From Bings perspective they have a bunch of new
21
ideas and there are some things that are missing. We think search is about comprehensiveness,
22
freshness, scale, and size for what we do. Its difficult for them to copy that.
23
(http://www.zdnet.com/blog/btl/schmidt-bing-has-not-changed-what-google-is-doing/19492
24
(emphasis added) (last visited March 20, 2014).) When not even a company as successful and
25
wealthy as Microsoft gives Google competitive pause due to Googles scale and the barriers to
26
entry that it poses, then realistically, no company can hope to compete with Google in the fast27
28

- 18 CLASS ACTION COMPLAINT


010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page22 of 40

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

10

engine, said Weinberg. But Googles anti-competitive tactics did not stop there. Instead, Google,

11

having purchased a company which owned the domain name duck.com, began redirecting traffic

12

from that domain name to itself after DuckDuckGo inquired about purchasing it. (Id.) This,

13

according to Mr. Weinberg, created confusion among consumers. (Id.) Mr. Weinberg also

14

complained of the difficulty of making DuckDuckGo the default search provider in Googles

15

Chrome web browser. (Id.) The article concluded by reporting that [a] former antitrust enforcer,

16

who asked not to be named, said the actions that Weinberg complained about were unexciting

17

taken individually but, as a cluster, could be worrisome. Its relevant. Its what antitrust enforcers

18

call monopoly soup, said the enforcer. (Id.)

19

52.

When Bing and other search engines such as DuckDuckGo are excluded from

20

competition by way of the practices described in this complaint, not only is actual competition

21

restrained and harmed by way of the exclusion itself, but even the prospect of real competition is

22

restrained and diminished. When Googles search product grows in effectiveness, fueled by search

23

volumes strongly enhanced as a result of Googles anti-competitive practices, competitors fall yet

24

further behind both in terms of effectiveness but also in terms of reputation in the marketplace.

25

53.

Competition is further restrained and harmed by Googles unlawful contracts

26

because rivals to Googles applications, such as AOLs MapQuest, an alternative to Google Maps,

27

cannot compete for pre-load exclusivity on affected Android OS mobile devices. Googles like

28

- 19 CLASS ACTION COMPLAINT


010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page23 of 40

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.

10

Google conceals its MADA restrictions.


55.

The MADA restrictions have been unknown to the public and Google has

11

effectively kept them hidden. The MADA agreements are labeled highly confidential attorneys

12

eyes only. Further, Google has misleadingly implied that it has no such restrictions.

13

56.

Googles public statements indicate few to no significant restrictions on use of the

14

Android operating system or Googles apps for Android leading reasonable observers and even

15

industry experts to conclude, mistakenly, that Google allows its apps to be installed in any

16

combination that manufacturers prefer.

17

57.

For example, on the Welcome to the Android Open Source Project! page, the first

18

sentence touts that Android is an open source software stack . . . . (https://source.android.com/

19

(last accessed April 29, 2014).) Nothing on that page indicates that the Android platform, or

20

Googles apps for Android, suffers any restriction or limitation on the flexibility standard for open

21

source software.

22

58.

Moreover, senior Google executives have emphasized the importance of Googles

23

openness in mobile. Former Google Senior Vice President Jonathan Rosenberg offered a 4300-

24

word analysis of the benefits of openness for Google generally and in mobile in particular. For

25

example, Mr. Rosenberg argued: In an open system, a competitive advantage doesnt derive from

26

locking in customers, but rather from understanding the fast-moving system better than anyone else

27

and using that knowledge to generate better, more innovative products.

28

- 20 CLASS ACTION COMPLAINT


010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page24 of 40

(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

10

range of features for Android devices. (http://android-developers.blogspot.com/2011/04/i-think-

11

im-having-gene-amdahl-moment.html (last accessed April 30, 2014).) He continued: If someone

12

wishes to market a device as Android-compatible or include Google applications on the device, we

13

do require the device to conform with some basic compatibility requirements. (After all, it would

14

not be realistic to expect Google applications or any applications for that matter to operate

15

flawlessly across incompatible devices). (Id.) Mr. Rubins post does not explicitly indicate that

16

the referenced basic compatibility requirements are the only requirements Google imposes, but

17

that is the natural interpretation. Reading Mr. Rubins remarks, particularly in light of his

18

introduction that Android is an open platform, most readers would conclude that there are no

19

significant restrictions on app installation or search defaults.

20

60.

But that is not all. Google Executive Chairman Eric Schmidt, following the

21

Senates September 2011 Power of Google hearing, responded to written question 8.a put to him

22

by Sen. Herbert Kohl as follows:

23
24
25
26

Has Google demanded that smartphone manufacturers make Google


the default search engine as a condition of using the Android
operating system?
Mr. Schmidt:

27

Google does not demand that smartphone manufacturers make


Google the default search engine as a condition of using the Android
operating system. . . .

28

- 21 CLASS ACTION COMPLAINT


010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page25 of 40

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 preinstallation of any Google applications or on making Google the
default search engine. . . .

2
3
4
5

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.

6
7
8
9

(Power of Google Transcript of Sept. 21, 2011 Hearing at 147-48 (available at

10

http://www.gpo.gov/fdsys/pkg/CHRG-112shrg71471/pdf/CHRG-112shrg71471.pdf (last accessed

11

March 20, 2014)).) Mr. Schmidts responses to questions from Sen. Mike Lee (question 15.b),

12

from Sen. Al Franken (question 7), and from Sen. Richard Blumenthal (question 7) were similar

13

and, in sections, identical, and were highly misleading given the terms of Googles MADAs. (Id.

14

at 165-66, 125-26, and 110.)

15

F.

Google further forecloses competition in the market by entering into exclusive


contracts with Apple.

16
61.

As part of its strategy to maintain and extend its monopoly in handheld general

17
search, Google also has entered into exclusionary agreements with the largest non-Android phone
18
manufacturer, Apple Inc. (Apple).
19
62.

Google has paid Apple hundreds of millions of dollars, if not billions of dollars over

20
the years, to act as the default search engine on Apple iPhones, iPads, and iPods. It is estimated
21
that it will pay Apple over a billion dollars in 2014 to retain this status. (See, e.g.,
22
http://searchengineland.com/financial-analyst-affirms-googles-1-billion-in-default-search23
payments-to-apple-148255 (last accessed April 4, 2014).) This arrangement forecloses competing
24
search engine companies from the best opportunity to break Googles stranglehold on the handheld
25
general search market.
26
63.

No pro-competition justification exists for the exclusion of rival search engines

27
28

from acting as the default search engine on Apple mobile devices.


- 22 CLASS ACTION COMPLAINT
010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page26 of 40

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.

10

65.

Googles mandatory MADA terms that tie Google search to its other products,

11

without business necessity or justification, in fact kill competition and consumer choice. As

12

Susan A. Creighton, counsel for Google and former Director of the Bureau of Competition at the

13

Federal Trade Commission, put it at the Power of Google hearing: And this really gets to the

14

question of, are there impediments to the ability of consumers to choose. So if someone found, for

15

example, that as Microsoft did there [with respect to Netscape], that Microsoft was intimidating

16

OEMs from being able to offer rival product so that it never got to market, then I would want to

17

have relief that went to those provisions that were preventing choice. (Power of Google

18

Transcript of Sept. 21, 2011 Hearing at 46-47 (available at http://www.gpo.gov/fdsys/pkg/CHRG-

19

112shrg71471/pdf/CHRG-112shrg71471.pdf (last accessed March 20, 2014)).5)


66.

20

This lawsuit aims to achieve the sort of relief to which Googles counsel referred

21

and to restore to consumers the price premium they paid for their affected mobile phones and

22

tablets.

23
24
25
26
27
28

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.).)
- 23 CLASS ACTION COMPLAINT
010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page27 of 40

1
2
3

V.
67.

The activities of the defendant as alleged in this complaint were within the flow of,

and substantially affected, interstate commerce.

4
5

INTERSTATE TRADE AND COMMERCE

VI.
68.

RELEVANT MARKETS

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.

10

69.

First, Google has acknowledged the existence of a general search category (see

11

id. at 72 and 102 (referring to Microsofts Bing search engine in a written response posed by a U.S.

12

Senator in the Power of Google proceedings, Googles counsel remarked: Here, by

13

comparison, Google has no ability to exclude a general search engine rival such as Microsoft from

14

the market.; and its executive chairman stated in response to another written question: As I

15

acknowledged during the Committee hearing, Google is in the area of 65% of queries [for

16

desktop search] in the U.S., if you look only at Googles general search competitors, such as

17

Microsofts Bing and Yahoo!) (emphases added).)

18

70.

Though Google today seems intent on denying the existence of this obvious

19

market even as it (a) pays Apple hundreds of millions, if not billions, of dollars for default search

20

engine status on the iPhone and (b) insists on unlawful tying arrangements with Android OS

21

manufacturers to maintain and expand its dominance of it in smartphones and tablets Googles

22

executive chairman was correct when in September 2010 he remarked in a Wall Street Journal

23

video interview that there is in fact a market for general search. Whatever Googles current efforts

24

to dilute the discreteness of this market with references to specialized searches run through

25

Facebook, for example, or Yelp, its executive chairman himself rightly waved away such efforts

26

from others only a short while ago. As AFP reported in a September 25, 2010, article entitled

27

Google chief sees Bing as main threat:

28

- 24 CLASS ACTION COMPLAINT


010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page28 of 40

Google chief executive Eric Schmidt on Friday said that Microsofts


Bing search engine was the company's main threat, not Facebook or
Apple.

2
3

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.

4
5

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.

6
7

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.

8
9

(http://www.google.com/hostednews/afp/article/ALeqM5gJL1jBNwMhcjiDZl10
P1EVe8Lalpw?hl=en (last accessed March 22, 2014 (emphasis added).)
11
71.

Second, a relevant submarket, in addition to, or as an alternative to, the first relevant

12
market, is the United States market for handheld general search. Not only do industry analysts
13
consider handheld general search to be a distinct market, but so does Google in its pitches to
14
advertisers. (See, e.g., http://services.google.com/fh/files/misc/mobile-search-ppt.pdf (PowerPoint
15
presentation to advertisers based on Google-Nielsen survey and study).)
16
72.

Substantial barriers to entry to the overall general search market and the handheld

17
general search market exist because of Googles monopolization of those markets, including by
18
means of the unlawful conduct alleged in this complaint.
19
VII.

CLASS ALLEGATIONS

20
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

21
22
injunctive relief based on violations of the federal Sherman and Clayton antitrust acts:
23
24
25
26
27
28

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.
- 25 CLASS ACTION COMPLAINT
010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page29 of 40

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.

9
10
11
12
13

Excluded from this proposed class is the defendant; defendants affiliates and subsidiaries;

14

defendants current or former employees, officers, directors, agents, and representatives; and the

15

district judge or magistrate judge to whom this case is assigned, as well as those judges immediate

16

family members.

17

76.

Upon information and belief, the unlawful conduct alleged in this complaint,

18

including preparation of, imposition of the terms of, and entry into, the Google MADAs, was

19

effected, implemented, adopted, and ratified in the state of California, where Google maintains its

20

U.S. headquarters. Furthermore a substantial part of the anti-competitive conduct took place in

21

California. For these reasons, plaintiffs allege that they and the nationwide class proposed in the

22

preceding paragraph are entitled to monetary and injunctive relief under California law.

23

77.

In the event that the Court determines that California law does not apply nationwide,

24

plaintiffs will bring alternative, additional class allegations based on the laws of the various states

25

permitting such actions under their antitrust and unfair competition laws.

26
27

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

28

- 26 CLASS ACTION COMPLAINT


010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page30 of 40

classes will consist of many hundreds of thousands of members, or even millions of members, such

that individual joinder in this case is impracticable.

3
4

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;

10
11

b.

Whether there are U.S. antitrust markets for general search and handheld

general search;

12

c.

Whether Google has unlawfully monopolized, or attempted to monopolize,

13

the markets for general search and handheld general search, including with respect to Android OS

14

mobile telephones and tablets;

15
16

d.

Whether competition in the general search and handheld general search

markets has been restrained and harmed by Googles monopolization of those markets;

17

e.

Whether consumers have been harmed, including by way of having paid

18

more for their affected Android OS mobile telephones and tablets than they would have but for

19

Googles unlawful conduct, as a result of Googles unlawful practices;

20

f.

Whether plaintiffs and members of the proposed classes are entitled to

21

declaratory or injunctive relief to halt Googles unlawful practices, and to their attorney fees, costs,

22

and expenses;

23

g.

Whether plaintiffs and members of the proposed classes are entitled to any

24

damages or restitution incidental to the declaratory or injunctive relief they seek, and to their

25

attorney fees, costs, and expenses related to any recovery of such monetary relief; and

26
27
28

- 27 CLASS ACTION COMPLAINT


010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page31 of 40

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

10

those of the proposed classes, and their interests do not conflict with the interests of the proposed

11

class members they seek to represent.

12

82.

Prevention of inconsistent or varying adjudications: If prosecution of a myriad

13

of individual actions for the conduct complained of were undertaken, there likely would be

14

inconsistent or varying results. This would have the effect of establishing incompatible standards

15

of conduct for the defendant. Certification of plaintiffs proposed classes would prevent these

16

undesirable outcomes.

17

83.

Injunctive and declaratory relief: By way of its conduct described in this

18

complaint, the defendant has acted on grounds that apply generally to the proposed classes.

19

Accordingly, final injunctive relief or corresponding declaratory relief is appropriate respecting the

20

classes as a whole.

21

84.

Predominance and superiority: This proposed class action is appropriate for

22

certification. Class proceedings on these facts and this law are superior to all other available

23

methods for the fair and efficient adjudication of this controversy, given that joinder of all

24

members is impracticable. Even if members of the proposed classes could sustain individual

25

litigation, that course would not be preferable to a class action because individual litigation would

26

increase the delay and expense to the parties due to the complex factual and legal controversies

27

present in this matter. Here, the class action device will present far fewer management difficulties,

28

- 28 CLASS ACTION COMPLAINT


010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page32 of 40

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)

5
6

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.

10

87.

Under the MADAs described herein, manufacturers of Android OS smartphones

11

and tablets wishing to pre-load onto a device any Google application contained in a Google-

12

designated suite of apps must agree to pre-load all Google applications from that suite onto that

13

device. This suite of apps includes not only the YouTube app and Google Play client, among

14

others, but Googles Phone-top Search, i.e., Googles search engine product, as well. Thus, a

15

manufacturer wishing to pre-load YouTube or Google Play onto a device also is required to pre-

16

install Google Phone-top Search on that device and to make it the default search engine for all

17

Web search access points on the Device. (Exs. A and B, 3.4.) These requirements mean, inter

18

alia, that no rival search engine can compete for default search engine status on an affected device

19

because, by definition, there can be only one default search engine.

20
21
22

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

23

terms of the denial of choice and other injuries to competition and innovation, but also in terms of

24

the supra-competitive prices they paid for their smartphones and tablets due to the inability of

25

Googles rivals to compete for default search engine status or exclusive application pre-loading,

26

including by way of paying device manufacturers fees for such status. Had Googles rivals been

27

able to compete for such status on a given device, including by way of making payments to device

28

- 29 CLASS ACTION COMPLAINT


010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page33 of 40

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.

10

SECOND CAUSE OF ACTION


VIOLATION OF THE SHERMAN ACT - MONOPOLIZATION
(15 U.S.C. 2)

11
12

91.

Plaintiffs repeat and re-allege every allegation above as if set forth herein in full.

13

92.

Plaintiffs bring this claim on their own behalf and on behalf of each member of the

14
15
16

proposed nationwide federal law class described above.


93.

The relevant markets are the U.S. general search market and the handheld general

search market.

17

94.

Google possesses monopoly power in the relevant markets.

18

95.

For the reasons stated herein, substantial barriers to entry and expansion exist in the

19

relevant markets.

20

96.

Google has the power to exclude competition in the relevant markets, and it has

21

used that power, including by way of its unlawful practices in restraint of trade as described herein,

22

in order to maintain and expand its monopoly power in both.

23

97.

Googles conduct as described herein, including its unlawful practices in restraint of

24

trade, is exclusionary vis-a-vis its rivals in the U.S. markets for handheld general search and

25

general search.

26
27
28

- 30 CLASS ACTION COMPLAINT


010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page34 of 40

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.

4
5
6

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.

101.

Plaintiffs are inclined to purchase Android OS devices in the future, in part because

10

of their investment in learning the Android OS system and also because of their desire to continue

11

using applications they have purchased from the Android Market or Google Play store. Plaintiffs

12

and the federal law class are entitled to an injunction to prevent Google from persisting in its

13

unlawful behavior to their detriment.

14
15

THIRD CAUSE OF ACTION


VIOLATION OF THE SHERMAN ACT ATTEMPTED MONOPOLIZATION
(15 U.S.C. 2)

16

102.

Plaintiffs repeat and re-allege every allegation above as if set forth herein in full.

17

103.

Plaintiffs bring this claim on their own behalf and on behalf of each member of the

18
19
20
21

proposed nationwide federal law class described above.


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

22

achieve monopoly power in the U.S. market for general search and the U.S. market for handheld

23

general search.

24
25
26
27

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

28

- 31 CLASS ACTION COMPLAINT


010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page35 of 40

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.

9
10
11

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

12

injured, in their businesses and property by way of Googles conduct, including by way of

13

overpaying for their affected Android OS smartphones and tablets.

14

112.

Plaintiffs are inclined to purchase Android OS devices in the future, in part because

15

of their investment in learning the Android OS system and also because of their desire to continue

16

using applications they have purchased from the Android Market or Google Play store. Plaintiffs

17

and the federal law class are entitled to an injunction to prevent Google from persisting in its

18

unlawful behavior to their detriment.

19

FOURTH CAUSE OF ACTION


VIOLATION OF THE CLAYTON ACT
(15 U.S.C. 14)

20
21

113.

Plaintiffs repeat and re-allege every allegation above as if set forth herein in full.

22

114.

Plaintiffs bring this claim on their own behalf and on behalf of each member of the

23
24

proposed nationwide federal law class described above.


115.

Under the MADAs described herein, manufacturers of Android OS smartphones

25

and tablets wishing to pre-load onto a device any Google application contained in a Google-

26

designated suite of apps must agree to pre-load all Google applications from that suite onto that

27

device. This suite of apps includes not only the YouTube app and Google Play client, among

28

- 32 CLASS ACTION COMPLAINT


010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page36 of 40

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.

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.

10

117.

Plaintiffs and the federal law class have been harmed by Googles conduct, both in

11

terms of the denial of choice and other injuries to competition and innovation, but also in terms of

12

the supra-competitive prices they paid for their smartphones and tablets due to the inability of

13

Googles rivals to compete for default search engine status or exclusive application pre-loading,

14

including by way of paying device manufacturers fees for such status. Had Googles rivals been

15

able to compete for such status on a given device, including by way of making payments to device

16

manufacturer, the effect would have been to lower the cost to produce that device, and consumer

17

prices would have been lower than what they were but for Googles unlawful conduct. For these

18

reasons, Googles conduct has been a substantial factor in causing plaintiffs and the federal law

19

classs harm.

20

118.

Plaintiffs are inclined to purchase Android OS devices in the future, in part because

21

of their investment in learning the Android OS system and also because of their desire to continue

22

using applications they have purchased from the Android Market or Google Play store. Plaintiffs

23

and the federal law class are entitled to an injunction, pursuant to 15 U.S.C. 26, to prevent

24

Google from persisting in its unlawful behavior to their detriment.

25

FIFTH CAUSE OF ACTION


VIOLATION OF THE CARTWRIGHT ACT
(CAL. BUS. & PROF. CODE 16727)

26
27

119.

Plaintiffs repeat and re-allege every allegation above as if set forth herein in full.

28

- 33 CLASS ACTION COMPLAINT


010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page37 of 40

120.

Plaintiffs bring this claim on their own behalf and on behalf of each member of the

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.

121.

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

10

manufacturer wishing to pre-load YouTube or Google Play onto a device also is required to pre-

11

install Google Phone-top Search on that device and to make it the default search engine for all

12

Web search access points on the Device. (Exs. A and B, 3.4.) These requirements mean, inter

13

alia, that no rival search engine can compete for default search engine status on an affected device

14

because, by definition, there can be only one default search engine.

15

122.

Googles MADAs are designed to lessen competition substantially and tend to

16

create, or maintain and expand, Googles monopoly in the U.S. markets for handheld general

17

search and general search.

18

123.

Plaintiffs and the proposed class have been harmed by Googles conduct, both in

19

terms of the denial of choice and other injuries to competition and innovation, but also in terms of

20

the supra-competitive prices they paid for their smartphones and tablets due to the inability of

21

Googles rivals to compete for default search engine status or exclusive application pre-loading,

22

including by way of paying device manufacturers fees for such status. Had Googles rivals been

23

able to compete for such status on a given device, including by way of making payments to device

24

manufacturer, the effect would have been to lower the cost to produce that device, and consumer

25

prices would have been lower than what they were but for Googles unlawful conduct. For these

26

reasons, Googles conduct has been a substantial factor in causing plaintiffs and the proposed

27

classes harm.

28

- 34 CLASS ACTION COMPLAINT


010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page38 of 40

124.

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 California law class are entitled to an injunction to prevent Google from persisting in its

unlawful behavior to their detriment.

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.)

10
11

126.

Plaintiffs repeat and re-allege every allegation above as if set forth herein in full.

12

127.

Plaintiffs bring this claim on their own behalf and on behalf of each member of the

13

proposed nationwide California law class described above. Alternatively, if the Court does not

14

apply California law on a nationwide basis, plaintiffs bring this claim on their own behalf and on

15

behalf of each member of a California class, as described above.

16

128.

Californias Unfair Competition Law (UCL) defines unfair competition to include

17

any unlawful, unfair, or fraudulent business act or practice. CAL. BUS. & PROF. CODE 17200,

18

et seq.

19

129.

Google has engaged in, and, upon information and belief, continues to engage in,

20

acts of unfair competition as defined in Californias UCL. These acts of unfair competition include

21

its violations of the federal Sherman and Clayton Acts, as well as Californias Cartwright Act, as

22

alleged herein.

23

130.

Googles conduct has harmed competition and consumers. Consumers have

24

overpaid for their affected Android OS mobile phones and tablets due to the inability of Googles

25

rivals to compete for default search engine status or exclusive application pre-loading, including by

26

way of paying device manufacturers fees for such status. Had Googles rivals been able to

27

compete for such status on a given device, including by way of making payments to device

28

- 35 CLASS ACTION COMPLAINT


010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page39 of 40

manufacturer, 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.

131.

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 California law class are entitled to an injunction to prevent Google from persisting in its

unlawful behavior to their detriment.

8
9

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

10

sums, plaintiffs and the class should be allowed restitution of the money they overpaid for their

11

mobile phones and tablets.

12

PRAYER FOR RELIEF

13

WHEREFORE, plaintiffs respectfully request the following relief:

14

A.

That the Court certify this case as a class action; that it certify the proposed federal

15

law class, and the proposed California law class, on the nationwide bases requested; and that it

16

appoint them as class representatives and their counsel to be class counsel;

17

B.

That the Court award them and the proposed classes all appropriate relief, including,

18

but not limited to, injunctive relief requiring that Google cease the practices effected by its

19

MADAs as described herein, and declaratory relief, adjudging such practices unlawful, as well as

20

monetary relief, whether by way of restitution or damages, including treble, multiple, or punitive

21

restitution or damages where mandated by law or otherwise available, as well as recovery of their

22

attorneys fees, costs, and expenses;

23
24
25
26

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.

27
28

- 36 CLASS ACTION COMPLAINT


010437-11 683086 V1

Case5:14-cv-02007 Document1 Filed05/01/14 Page40 of 40

1
2
3

JURY TRIAL DEMANDED


Plaintiffs demand a trial by jury on all issues so triable.
DATED: May 1, 2014

HAGENS BERMAN SOBOL SHAPIRO LLP

4
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

5
6
7
8

14

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

15

Attorneys for Plaintiff and the Proposed Classes

9
10
11
12
13

16
17
18
19
20
21
22
23
24
25
26
27
28

- 37 CLASS ACTION COMPLAINT


010437-11 683086 V1

Case5:14-cv-02007 Document1-1 Filed05/01/14 Page1 of 15

Exhibit A

Case5:14-cv-02007 Document1-1 Filed05/01/14 Page2 of 15

MOIL.E.APPL.i.AI11OF4

.EEMfl

DSTRff3UTQJ

01
IC

CrF4cQfl

110
cj

1c

lcJ

FF

FF

$s.Ed61Fd.1fl0Ch

.iFI

T$PtL

IF

11
cFy

III

FFFF

iF
FF1

Ic

FF

JF

0011
Fl

JO

FF1

qF

ICIFIaIC

Odi.

LJflY

1N245

112
LI

IF

Fl

occ

mii

III

1111111

11111

FFcg

FF

Iv

IV
iF

11

Ii

IF

clii

ol

01
fl
fl

In

ci

II

JOF

II
IF

i1i1Oi.S01i

CF

at

zod

Ii

1000

1L.FrFOS.iiii

c.

III

IF

11

IF
lIc

It

OF

cr

II

.U
11111
rt

111111

III

IICF1I
11

ILl

lii

IF

IF

111111FF

ci

Fcl

IF

111

ii

Fl

IF

IF

lii

IF

Fl

bF

II

LI

Fl

r.F

IF

II

pr

sei.iorih.boW

.F11CF00tfl116

Ft

ci

il

UNITED

STATES

NoRTHERN

DISTRIcT

DISTRIcT

COURT

OPCALIFORNIA

TRIAL ExHIBIT 2775


CASE
DATE

NO

10-03561

WHA

ENTERED

BY______________
DEPUTY

HIGHLY CONFIDENTIAL

ATTORNEYS

EYES

ONLY

Oracle

America

Google

31 O-cv-03561

-WHA

CLERK

GOOGLE-03371 669

Case5:14-cv-02007 Document1-1 Filed05/01/14 Page3 of 15

EXtCUiARt.h

l3

AndreW

compatible

document

which

may be updated from

Market

Android

and

time which

can

successfully

pass

Andreid

the

and

Android

the

at

Definion

Compatibility

Test

Compatibility

CTS

Suite

allows

which

operates

website

compatibility

registered

Products

Android

and

content

means software

be

Android

the

found

created

has

Coogie

marketplace

the

to distribute

developers

products

Android

1.6

means

Market

Android

1.4

to

time

com/eempatibility

htlp//sourco.andtoid

Devices

means

Devicest

with

comply

that

use

for

designed

materials

digital

AndrOlbased

on

devices

ID means

Client

1.6

time

in

its

-hi

CIS

j.5

Default
that
not

and
the

1.11

that

default

Identity

to

Iliac

and

portrait

compteted

Is

Device

ot

display

CTS

the

atfer

generated

is

the

both

in

moans

only

the

approved

devices

the

Android

system

operating

Embed

means

Final

Date

modes when

landscape

made by End Users


mode i.e
active
idle

any changes

to

prior

Device

the

is

in

and

Company

used

End

an

by

Launch

and

Google Approval

4.3

to Section

by Googie pursuant
is enabled
by

which

User

access

to

the

means the niachine-readabte


connection
in
to Company
below which ore provided
available
to
Company
make
that
may
thereto
Coogle

may

Applications

Catendar

Google

Client

Android

Market

Location

Provider

not

Applications
2011
January

levels

or such

and

time

Inteltectual

applicaLions

to

applicable

out

and
in

the

as

chip

rights

law

privacy

law

morat
and

law

rights

extensions

renewals

many

make

means any and

protection

parties
similar

or
to

service

restorations

all

to

rights

trade

any

and

all

from

Company

existing

law

and

effect

in

from

located

are

at

brand

time

available

rights

which

http//NW.YOegle.comJPermIs5b0n5/9ddt1ehtnht
additional
with
such
to
time together

from

by Ooogle

mobile

for

guidelines

therein

referenced

or

contained

as Googte

Rights

Property

time

treatment

brand

Googles

means

provided

mobile

from

the

between

reference

without

Sync
Network

and

amendments

of

List

Search

Contact

Search

Agreement

time

to

View

Street

Voice

rotated

att

discretion

Phone-top

agreements

content

may

and

sole

its

Coogle

Google
Ooogte

Distribution

Search

amended

anrt

Mobile

Services

Mobile

in

updates

or

modifications

any

time

listed

applications

Google

Wliard

Market

Phone-top

Googte

as updated

such

Guidelines
any

for

guidelines

semiconductor

pubticity

means

to

Set-up

for

Android

and

URLe

ether

treatment

taw

set

Branding

Mobile
to

time

as

Maps

from

and

time

from

time

to

time

Googte

downloaded

products

Agreements

or customizatiens

Google

Youlube

Talk

Company

and

Google

from

Applications

Google

the

ot

version

Agreement

this

with

hereunder

from

Googte

by

be changed
Googte

Goegle
between

updated

accept

code

binary

Applications

Google

can

Company

date

possible

tatesi

Service

of the

customer

user

Device deployment

specific

for

dated

1.15

report

means an end

Gniail

114

to

End Users

Google

1.13

scrolling

to

from

Service

Googte

1.12

without

used

by Google

Company

notice

means

be

to

modiliert

mode

sleep

using

the

Home Screen

Device

1.9

1.10

Report means

appears
in

upon

discretion

sole

on

usage

Applications

Google

Company

to
by Googte
codes provided
alphanumeric
such Client IDa may be
Devices
as
Company

unique

front

ether

time

law

secret

to

to

as

law

patent
unfair

law

rights

now

thereof

time

under

time

trademark

proprietary

ra-instatenlents

time

as

well

or hereafter

it

copyright

law

competition

any

force

and

and

alt

effect

worldwide

tie

Launch

means

1.17

Optional

Google

connection

with

the

initiat

distribution

Applications

this

Agreenlent

are

and

ot

the

any

Device

Googte

nSaI

floyd

11/10

HIGHLY CONFIDENTIAL

ATTORNEYS

EYES

ONLY

Oracle

Applications

modifications

Page
Certfd

accordance

in

America

ot

or

with

listed

updates

the

terms

betow
thereto

of

this

which
that

are

Googte

Agreement

provided

to

may make

Company
available

in
to

f4

Google

31 0-cv-03561

-WHA

GOOGLE-03371 670

Case5:14-cv-02007 Document1-1 Filed05/01/14 Page4 of 15

ExvctYIA13f.t1

Company

hereunder

from

Limo

to

Google

kern

time

to

by

changed

Buzz

Googlu

apply

means

tie Phone Top


from which

1.19

1.20

1.21

as

conditions

Operator

by Telecom

operated

screen

level

top-most

that allows

End

Users

using

using

Users

is

under

permitted

the

may be updated

which

the

of

outside

or services

to

Device

Territories

the

in

Agreement

this

products

Applications

Gouglo

ot

Distribution

execution

upon

Company

to

ot

User

Applications

Google

of

distribution

End

allows

End

to

Applications

Google

which

In

or countries

that

service

wireless

provides

to distribute

Google

by

country

time

to

the

User

and/er

that

company

by Goegle

provided
time

rein

Ooogte

the

means

Territories

UI

Device

of

hierarchy

shall

Device

on

Applications

and

rights

Etequirements

lnternel

approved

Internet

tire

have

be

Weather

News
the
same

Placement

3.4

in

forth

Google

Optional

navigation

End

by an

owned

service

means

Operator

default

be launched

wireless

the

access

to

TelecOm
access

the

means

requirements
the

including

to the

respect

can

applications

tA5vice
Device

with

of

option

set

and

licensed

are

Applications

Finance

Earth

may

ApplicationS

Google

Optional

Google

Goggles

Google

the

that

except

the

has

discretion

Google

Optional

Applications

Company

and

sole

its

Orkul

time

Voice

Google

as Google

obligations
not

and

In

time

of

List

by
is

Territories

prohibited

1.22

brand

GooglO

means

Trademarks

each

of

features

party

from

names and

marks logos domain

service

names trademarks
as owned by such party

trade

the

time

distinctive

other

time

to

Applications

2i

Grant

License
hereby

to

grants
with

Operators

the

Google

via

the

and

Territory

approval

written

Mobile

Google
Application

agreement
2.2

Grant

LIcense

source

the

learn

on

basorl

to

any

component

the
or

tIE Department
take

any

distribution

Compatible
development

of

actions

Treasurys
that

by Company
Devices rind
kit

ship

SDK

may cause

of

ice

use

not

Android

to

in

assist

third

the

tragmentat
kit

30K

Set

from

or

any other
Android

encourage

Android

by

third

Compatible

or

party

any

not

derived
to

or

license
license

Applications

government
but

incfudlng

to

laws

Administration

Export

applicable

rein Android
any

of

party

From

control

export

any

sell
of

scope
Google

at

derived

provide
the

Bureau

third

attempt

works

derivative

the

prohibited

or
ion

any

or otherwise

exceed

Departments

Control

instruct

export

encourage

or re-export

party

manner

any

Assets

or derived

Fao

any

or

Agreemonl

this

and
written

has

Company

Applications
create

in

such

within

evaluation

Agreement

this

Instruct

Googte

ferth

Commerce

Foreign

in

assist

set

transfer
in

it

development

shall

from

expressly

U.S

the

ot

the

vjhich

with

Applications

Google

transship

or

or result

software

Company

derived

as

contractors

forth

sot

not

engineer

the

divert

by

Olt

as

shall

Applications

country

adminlsterel

or regulations

restrictions

Google

any

into

thereof

reverse

except

hereurldar

Company

and

not

underlying

the

or disclose

lease tend

shall

or otrionwise

algorithms

only

Applications

600910

Company

Applications

Google

the

distribute
granted

or

the

of

protective

decompile
code

and

distribution

not

only

less

its

to

contractors

with

Google

of

testing

for

the

to

limited

version

sucti

only

prior

Googfes

not

version

specific

distribute

shall

to

but

pre

individual

each

in

subject

including

specifies

Google

Applications

Googfe

the

sublioonse

Restrictions

disassemble

to

or

no

is

that

also

may

be

shall

are

Territory

applicable
distribution

Agreement

this

Company

the

lnitial

Applications
of

where

In

writing

in

Google

conditions

Territory

only

the

Applications

Google

all

if

000gb

when

only

purposes

distributed

distribution

br

by Google
of

Additionally

certain

may

be

the

sublicense

may

manulactorirf

or

by Google

authodzed

specifically

Company

clarity

distribution

authorized

approved

otherwise

of

Devices

Devices

the

on

sake

to
distribute

and

in

Telecom

Teim

the

during

granted

right

Territories

the

in

only

the
for

distributors

and

in

distributed

purposes

development

Google

by

Guidelines

Branding

Company

Territory

unless

Users
For

and
implementation
appearance
the terms and
and shall adhere to

be

to

necessary

End

Applications

Google

Device

the

to

pre.ioaded

Optional

excluding any
on the
installed

extent

direotly

resellers

are

Applications

to the

specified

methods

Affiliates

to

AppficatiOns

cost

no

for

Applications

distribution

Googte

Applications

license

the

to exercise

to

sublicense

may

Company

except

nonexclusive

agreement

written

Googfe

Section

including

Agreement

this

of

nonsublicensabte

nontransferable
Company
has
whom
Company

Goople

the

reproduce

conditions

terms and

the

to

Subject

agency

limited
from

distribute

to

the

Android
seftwero

Devices

It

Confidential

fnvd

HIGHLY CONFIDENTIAL

ri/lU

ATTORNEYS

EYES

ONLY

Oracle

America

Google

31 O-cv-03561

-WHA

GOOGLE-03371

671

Case5:14-cv-02007 Document1-1 Filed05/01/14 Page5 of 15

lAid

\I

23
cIa

an

cation

such

lair

up

avalah

ftt

puno
Cor

op

of
II

download

ad

moql
.b

such

of

stasis

term

at

an

or

ense

to

am

of

Date
Ii

taun

It

of

and

wIt

not

mali

Dcsa

Aim

tic

rim

mny

anon

no

us

osti

HIGHLY CONFIDENTIAL

ci

jia

legal

ceO

Uor

reLrvant

lire

notiCt

in

am

or

eq

opurat

rnwkfl

ml

emhn

tim

lorrih

the

otherwise

or

granted

right

utli

ii

dunriage

at

by

idroid

all

in

omit

take

wilt

Protlu

rio

is
to

vi

cO

hmmili

vrc

01

CompaUhilIly

upon

contingent

Compatible

Android

in

Cormrpany

irIS

rert

ltmr

at

tievif

pas

mount

an

is

Ctrriipamw

hny

Co

the

DuvisO
iast

hi

or

to

pnnnr

lest

ly

Android

nq an

bucnn

SO daya

1rtrtc

Im

mnrai

pta

to

ri/rn

tin
in

Fr

Sm

rtrniit

iii ti

cmiii

cig

loyt

imtm

lately

v.ub

ili

It

rc

Slut

mLn

ns

iii

my

pot

Cciii

Iff

1mb

It

wrms
cm

igi

nImbLe
lists

custofflO

it

aPr hoc

for

it

ndroid

at

miii

mc

cc

trc

cm

1mb1

id

owk

Company

best

to thu

trre

onhy
ills

alIt

of

hi

ii

ins

trlts

Donipiiy

tlhcirmt

written

Daprd

tucl

nani

ampany

nird

Devisi

attn

lii

ihrh

approval
tho

hi

ontatnon

applmcahli

ci

II

trI

al

Agruc

ten

tint

wilt

seiVlt

or

app

dcv

is

have

mU

vi
rttr

nrpercnle
11mm

in

imilnt

any

aqreoirvimlu

agrcemointc

hetWoon
butwuCim

tic

Ihi

ii

pmrtim

1urtme

reqerd

gud
ny

eq

oth

cation

lit

flid

rtron

doLt

iron

th evire

an

opel

ph

set

to

Company

of

mmml

it

Go

Agroenlonts

md.powc

iv

tire

ny

iraq

omit cc

Its

00 the Devices

deni

cm

mtd by

ut

CI

at.itnOtt

mit

md

ol

forth

an

attend

mriarkolim

Ii

ehail

on

on

crime

anig

her

mc Luil

Other

ci

tmtr

mt

Sc

in

cofrwaru

ii

503

cch

rut

on

for

eut

id

dnng

produts

oqie

to

Applicatrirm

jfc

vir1ahte

faics

roy

1110115

AppI

mnlCD

dons

nogie AppI

ii

ojl

aty

thi

any

its

Di

ycept

party

of

all

the

to

this

in

on

xprrssiy

thud

esta

cli

Ire

nbc

irre

adhere

airy acldrhonat

viruseS

do

own

Ire

fists

ccmsturn

fin

fol

oxecutt

rtiomr

ruserit

must he

or

of

arid

Googl

days

Set

c1

Apphati

any

eserrIse

rtrt

as

Users

ci

to

any

with

on

nvironnmcflt

an op/n
In

Co

the

gte

AppliCations

dionr

hi

modmtrcd

con

IheporS

contents

tt

lhal

limit

Oflimily

1$

iye

PiTS fleporL

IS has

Ci

in

hi

riririf

Google

Ap

tie

0J ten

1111111

it

Load

ttnr

Din

tr

fir

Cumnipany

cc

rniptiy

tlio

platform

ci

Dcvi

Ii

Pie

ealt

II

gram

fooflim

iCicle

Dcv

Conipatib
Fr ibcd

dint

with

lii

Er

isc OJ

hoi

c0000

ol

cc

till

ii

iimrh

or

Atipliflahin

rnme

to

di sign

slly

if

rrunily

Ceog

Go gk

adru

or

lit tj

opp

ml

itmon

roe

inst

cob

cc

thou

aid

for

enc

tIe

Google

the

Apple

asm

Ii

lod

ur

ita

tim

in

irmirrlrrn

hjistilDute

to

AuthOrizmttOfl

lii

mc

cd

iii

tier

Coogle

ao

tot

Agreement

ci

dow dead

tnt

ajntnus

in

rot

ill

prr

Users

this

ntis

the

den

is

rtpmo

ly

panties

Andro

lime

rcstr

iii

or

to

it

lien

hail

itiorifi

urc

iv

but

approvol

ligation

the

off or

Cu

tocpls
oct

forth

nil

ii

or iii

non

Company

sptuif

crs

itlow

Open Devices limo


An 1w
App cattal

28

lint

will

hr

nirl

imiticrnnil

Cooq

labia

Appli

ol

any Ocagle

Con pony

Gooq

of

di ye

or

on

nerd

Ic

vorsim

install

nq

cli

diii

sty

ci

trmLn

di

rUn

or

nO

accurud

in

cit

Apirt
air

that

wilt

it

therein

or ohm

di votop

to

yahoo

it

av

Ic

to

rn

toreg

vi an
roll

third

any

HoprOdLietiOn

AqrQenl
entaned

allow

Oriogh

act

Accurate
Lii

the

of

Ia

or

rI

lv

or

sic

my

thu

tmg

oft

on

be re

shall

Jim

not

shall

pico any
ill

ipany baa

efiring

Conip

proc
fail

on

oh

uprielt

rn upon

Ii

available

ns

a1i

ipi

Cci

ire Without

Eel

Company

mad

or

Al

clanty

rnh

any

Ciul

otlanwist

loiler

rid

rt

the

During

noqk
of

Suction

rv

ul

rtrrbuton

di

no

oogias

at

in

iliL

App

Ooorjlo

ha

Ciraqir

delivery

monce

Otlering
the

inn

eq

Ajrecinurll

forTh

or

it

con

to

is
of

ciii

oak

the

Ii

Urwid

th

cc

maim

ill

For

dvncas

in

vein

DistributIon

neni

Mobile

cliii

thsi

agree

Goo1jle

soko

Iha

Conpafly

rtns

Appt

lily

ny

Aclraa

lit

ii

and

daytilopole

Lit

klwrr

lL

Ii

1olJ1

iCy

wlectga

any

rua

reraHy

er
after

rekn

rOe

iCy

AppL

ib

en

De1Ivory

the

ii

Icsnliii

11

hO

ATTORNEYS

EYES

ONLY

Oracle

America

000gle

31 O-cv-03561

-WHA

000GLE-03371 672

Case5:14-cv-02007 Document1-1 Filed05/01/14 Page6 of 15

ExElJTAlJll

Device

Requirements

Distribution

Company

3.1

he

will

it

that

agrees

br

responsible

solely

of

distribution

the

and

Devicos

the

managing

its

inventory

Unless

3.2

make use

as

of

third

placement
Googie

the

Default

Home

Google

the

toregoing

prelead

the

Notwithstanding

Device

the

he

mush

as

set

wilt

he

the

default

Ihere

search

for

Phone-top

access

search

alt

points

Google

Optional

for

requirements

Ihe

to

Phone

the

betow

level

one

all

pretoad

adjacent

immediately

than

provider

placement

wilt

Googto

Device

panel

more

Specific

Agreement

this

Company

each

the

no

placed

no

are

on

least

at

ci

any

which

in

Agreement

this

acceptance

writIng

on

Terdtodes

pIeced

Applications

Google

Search

Phone1op

be

in

Googte

by

encourage

or

Territories

those

in

in

Google

assist

not

shall

Companys

after

or

Territory

must

icon

by

authorized

approved

applicable

Germany

in

distributed

qevices

except

services

any Google

Company

otherwise

and

Promote

Actively

OF

to

provided

Client

other

all

Screen

and

the

not

expressly

are

Unless

Android

shall

it

that

ensure

will

Trademark

Googte

Applications

be

will

In
approved
Market

Applications

and

on

services

Requirements

Search

Top

Googte

or

Territories

regarding

that

agrees

Promoting

Applications

Google

information

BA

Actively

In

party

such

and

understands

Company

Gmait

not

Company

Googlo

by

writing

end

Mail

Geoyle

Itre

in

permitted

otherwise

Applications

each

representing

and

Application

End

icon

an

of

launch

involve

not

shall

selection

User

on

appear

the

of

so

in

Icon

prnload an
Placement

alter

that

specified

above

the

to

limited

the

Goocjle

such

Google

of

Company

by

installation

Application

Googte

an

representing

he

shall

Application

Google

of

Company

by

shalt

Application

Google

as

Device

the

Devices

the

en

Applications

Google

addition

in

Requirements

Probed

shall

Company

DistributlOn

3.5

launch

shall

Application

Gongbo

preloaded

already

Application

tar

3.7

Cumpany

that

ensure

consent

providing

Geogle

to

prior

of

The

Provider

enabling

are

prompts

appropriate

as

Applications

to

elf

its

by

will

Google

hut

Company

support

provide

include

not

shall

to

displayed

or

Provider

the

Company
any

LecatloEl

Network

Pnvider

default

by

by Geogle

provided

Location

Network

Geogle

apply

turned

be

of

approval

Googles

will

Provider

users

support

he determined

will

requirements

hollowing

Location

the

Devices

the

without

Trademarks

Location

use Network

to

hardware

Network

ensure

shalt

the

provider

Location

shalt

generally

of

to users

available

made

and

care

customer

for

responsible

on

or

branding

Network

consent

as

Branding

BrandIng

Company

is

parfy

Applications

c3cogle

any Goeglo
3.8

Each

Support

3.6

End

User

shall

not

making

application

use

End

the

seeking
the

prevent

End

troni

Location

Network

oh

Users

User

Provider

shall

Company
Android

Corn

will

Coniparry

anonymous
3.9

000gb
and

Legal

configure

enAble

Legal
Notices

to

Provider

Location

the

be

default

location

netwomk.hased

provider

cr1

all

Devices

patibla

network

Network

all

features
data

location

Terms
as

ot

provided

shall

by 000gle

network-based

Including

location

resolutron

and reverse.geocodino

collection

Company

Provider

Location

Network

ansrrre

are

the

that

avaltable

Page

rol

appropriate

to the

End

Goagle

User as

Terms

provided

by

oh

Service

Privacy

Policy

Google

14

Contidonliol

Ravd

HIGHLY CONFIDENTIAL

11/10

ATTORNEYS

EYES

ONLY

Oracle

America

Goagle

31 O-cv-03561

-WHA

GOOGLE-03371 673

Case5:14-cv-02007 Document1-1 Filed05/01/14 Page7 of 15

API

GuraI

Requiremoilts
net
Lcopt
raason
Pm

PaynienI

qitd

flUO

iCOl

bet

xpreniy
any

of
tim

app

tie

app

Within

RepOrts

ikfll

act

uh

thu

tub

15

Ltunct

nat

nd

Ii

the

ni

Once

via

na

ri

ire

mo

.Livc

en

it

for

immigos

approvnI

Pt

unroasomicF

Cm

notify

or

Pu

Cuoq
ltt lo

inje

vim

icr

in
ii

Gil uplu

thu

of

ft

shall

Company

durinq

on

Appi

CoUple

ut

etinod

trnt

the

to

cmtory

to

md

en

OooqlC

the

at

untotici

en

adhe

flu

ldiOI

ApphcailOHS
to

once

farms an

the

withhELd
onab
Cu idol nos Conup my
aj
Gougic Mat
an set
Pu OhM ned Gooqlcs approval
at on imP

shell

ti

Lu

ft

Foith

it

Appi

cs

no

Iho

ign

uri

lava

ii

Guegk

notify

an

in

cs

hoot

sot

nay

lie

niinpkn

the

th toan

in
at

aui

iltIcd

Device
eMail

and

in

Company

must

men

beforc

provida

in

tm

bo

pail

mc

II

ii

Adrh adan

ii

notiFy

will

arid

to Pays

lion

such

of

nqle

Pain

Addel

sum

Desire

etc

AthleiiJ

tin

wi

any

amp

will

loft

vlCri

vim

flupuit

iii

ic

to

at

cw

mutai

ans ci

omnpa

will

into

sum

not

cam

lollowli

to

tt

qua

sithly

oil

re

3t

Qoogle

mod
Devices
Devices

day
p1

tu
wilt

Ii

TIme

tt

app

operation

scm Ito

1i

ClrnlllC

is

II

dulvm

tt ut
ci

p0

Ii

Date

no

Ice

to

hi

sld 055

to

be

it

Cr

unogli

th

unite

ii

cIlworu

final

build

of

pravm

re
Ic

30

to

nat

on

retnet

as updated

be

ciOti

rocuipt
with

Dough

loin

iii

itio

tint

Ii

ci

rrrit

ii

trio
tItan

etc

ii

ijt

cccl

tar

aol

oF

wnli

aim

Dcvi
Di

cacti
twin

at

apply

shalt

iflO

wniiip

in

ill

pany

vIce

ifuinnati

inrf

regarding

tI

.pplmcitlol

Ut

ogle

allowing

10

Iii

cacti

allan

Cciii

rt9O

ut

rb

Cc

went

Promotion
IlillO

nd

aruly

camh

.nsgte

ii ovod
iytiiciI

at

pmnnptly

live

1st

niuSb

uunc

cmi

aunih

cml

Lai

iraplo

Ccvi

Apr

this

CT

it

rrll

to

ntotiu

fbi

alilo

nod

ugal

ubi

boild

softworc

Gooqia

by

approva
ch Lion

tinfoil

clays

any

jii

ites

oiiaI

of

surneti

U1O

Coop

opt

do1

iuolu

11101k

.0

by

en

ap

l4atS

Inc
to

she

no

no

icoortiflJ

in

itu

ovide

II

hmofl

0111101

sin

CO

uud app

il

10

rid

ougli

buIiOi

vmibuiii

in

injridi

by

di

mat Probed

rui

oval

run

th

Cnobo

FL

00

any
sy

lea

as

Dcv
software

any Dcv

on

flInt

bc0

ImPO

rthervrlsC

Jill 911

mipnnieiit

the

Gnu

cation

test

to

prom

00011105

for

on

iruplur

metirimit

provided

RCqullCriientO

IniplefliCfitOtIOfl

resli

11w

antis
110001

1011

jbo

that

3b

or

dislrinat

as approve

written

provd

stil

iy

UITL

etlmw

aunhOS

prnv.rIn

sI

ginO

or

ate

Li

mit

https

torupa

tiny

and
cn.itaC

cC

piuv

lou

hi

Operators

dislrihiitloil

wiF

411

oius

no

wulin

in

ulieoffl

flu

begin

ipamiy

nip

Camef

Ii

apn0v

Cci

Des cc

tIne
is

Iuiod

as

ubuiiL

oy Cooplo

no

cli

0510
Gooqlo
he ItlviiC

by

providod

wh

will

mnpariy

wr.Lnrit

it

equested

iii

arid

rilnnC

Ti

iii

our

and

1qiaJal

Ii

Appb

pie

on

too

to

nor

or

nrrilnry

wnUe

ra

at

inch

ci

new

each

in

ator

Dpi

he

altur

dcl

nit

tir

an

feli

vi

provi

approval

te

as

mahe

is

the

with

to

Cnuiiiiiny

lot

by

witIthi

aunch

in

distributed

At

ati

upl

ccordaact

in

any

Term

tlio

vwsian

udod

Irea

ii

nihd

Ii

qli

Iii

ijiril

dad

roy

iy

ly

ph

ear

but

tIc

and

rven

51

th

cc

as

Agieci

dunnrj

ttcd

on

en

will

Dcv cc mmli

ubtiin

Date

nay

tidy

vturv

or

Dcv

Gouui

Lu

ApplicahO

Pu

to

it

its

Apronillufit

pret

subin

distob

iiut

liro

ruvict

UbiO

iU
to

lot

ci

iw

hot

no

ip

itm

rsmliblrituO

any

oftti

athi

Apre mica

Appt.CdtiOflS

with

toiy

wit

hi

Iii

Uivm

or

die

rolum

of

inch

such

oi

up

It

ly

bob

rn
Lii

iL

via

saL

tho

ur

malc payine

this

cndar

ailed

lPn

to

not
it

orparril

GentIle

111111

Ci

unset

di

cnn pans

in cli

uaili

ul

pads

elan

or

Launch

hiP

Flit

ni

applicD

it

on

irlh

Add

mit

or

Liii
aecunt
OOiV is the

to

pcodtkts

nh.il
in

itt

tii

Appticatsfl

approval

par

cut

pk

sish Goopi

cacti

to

ol

Dovicc

of

nunch

end

Dcviii

toy

end

thn

nope

Apreeba

Iti

ied

oqu

nogle

Nothiig
ii

liic npoil

Oooge

to
oF

defiacd

ol

days

by

Approval

Do

Oomjle

ii

Aproum

all

number

Pital

be

il

of the

term

Aprocuielit

op

rot

subject

in

the

qu

ii

Google
hi

ThOfiS

fuim

TO

lily

sh

ppltdtiJflS

cabLe

app1

cats

Li

of

it ott

ilten

thi

nit

AppI

Aqier

the

5we

irrducts

tivC

ely

oaeh

dl

fJlC

tic

ru uqb Apph

bin

iticas

Appi

Go

ihia

in

din

month

ach

nnitlnr

rcqrdinp

their

rao

tkm
at

Aproerm

or

aerated

lOt

oi

ott

the

ta

payvit

my re

lii

Forth

Go

ann

Company

Uca

Si

hi

torhi

vico

-e

iii

Luoluw

1istt

model

incorporatimi

iiiptc

arid
suneb 0o0j10
Appr nval
Cong
ann
Sun
cones
vent Cinajbe
pmoc1uct5
11
tonglr tu Company

or

such

rnSy

on

1150

the

lIlt

Dpvmco
su
vice

ili1

ii

QiiItdllliC

111usd

HIGHLY CONFIDENTIAL

11

114

ATTORNEYS

EYES

ONLY

Oracle

America

Google

31 O-cv-03561

-WHA

GOOGLE-03371 674

Case5:14-cv-02007 Document1-1 Filed05/01/14 Page8 of 15

Ii it\h

tn1

any

oIt

luric

at

II

qu1r

mis

ar

mt

puYt

cc

cv

onipary

or

this

lonqer

ol

th

ouror

tin

nj

pt

with

Cisipi

provkiu

wcll

spkoonwrit

ii

iho

on

soliwaro

naPs

sir

pauy

md

to

stnbued

vs

vii

io

on

ite

stay

procucAs

pin

no

44

trorl

th

ch

clod

UIUV

Cu

ml want

ci

or

as

luvrCtS

thu

avflablu

Cu

to

ijS IIiO 1145051


nil
now si ftworu

tin

plo

Cno

of

lilalili

Uses

Dv

or

us

to

appruw

Jump
lii
ci

itaa

ii

tO

ii

mm

sy

pros

prosta

moor

ul

oil

it

nc

to

ii

ow

updates

Gerrip

on

ovaulalilo

Coaj
Ovar4heAir UpdateS
vo1 ut
sin
not
pu
Jnmnupiiy
bumkIu
mdr Dow
cm
Conmpany
Ic ipls
Company treroby prools
sun
Noihing ii tins Ag
ill

nyc

oh

ipto

413

id

hsor

ace

is

Couple

4J

pa

mlou

poi

rc

rmnllmui

acm

cii

dcntuf

illy

Telecom
hit

utuu

wal
cmi

4o

hi

paid

mimi

any

II

in

rip

Ill

ci

for

ii

insour

lbs

go

ok

mgc

or

l0

oh

nabto
mrpdib

dud

titihid

the

ij

arid

rrinbimti

to

flongla

Iron

rm

viny

tho

civ

Dova

Inc

char

Guvcle

an

via

numy
of

fact

pi

ulni

II

nniy
trot

cm

ifJ

civ

in

rod

to

paily

woh

taiJ

an

ci

tpl

umpt

mti
Ii it

SS

piiIy

orcle

iii

pi

Ir

nih

Pin

icc

pot

privacy

on

ho

to

aPP

ruin

aciomogate
mmcl

umiprovo

ly

wit

Asic

aith

shtl app

rrsmsui

tti

oar

provide

15111105

lot

pol ores

securrty

coo

privacy
will

thu

moIm

She

tin

ph

c.ooglci
ml

enctuthaflc

Ionic

ti

Sc

Usur

mvulve

rmot

us

chat

aunt

hi

ir

the

p10cc

any

cmnnrmimt

oluc ing

hut

Cc up
wry an

upon

ci

5cc
ul jta Ii

amm

tromm

it

tIn

that

igroc

restrictions

otto

suPt
to

puisual

of

nor

oppear

or

tihimi

rid

wladjs

ask

paribas

Soc

Pond

nd

arc

Auctr

to

sb

oh

shill

sty

ow
ta

rum

Liii

it

per

ni

mill

iii

so

mu

Iak

lanltlb

Agrouli

till

eli

ugh

it

it

wi

Conimeny

ibmu

mi

1ev

sum CmoS

tissi

ovo.I

inomrectivity

ctuta

issues

Agruemoril

ho

ibto

luwuvor

the

When

rpm

with

Is

bum

Devi

Cough

at

etuon

the

clrstubute

to

or

imislr

or

IImc

ml

ccustOmflPr

rc

Nohuce
0cm

ishly
ovcr

ludmnq

riot

tiunuitCil

Am

or

opt
to

thc

lines

Oumdc

limo

Icy

Poclion

mm

including

in

ph

enco

Is

Ihwarr

OCta

nt8 dus
to Dvicss

ifite

previth

crpph

Restrictions

rotor

Frchi

Contact
aria

ouct

rrt

is

moo

dt ring

itith

uc

ion

tanned

dpi

fliers

ol

of

or

Sb

ni

lit

or

iiiiii10hl

d1O

il

Cannoctivity

ntr

Potitts

it

it

ii

Id

Sm

Cuatouiler

in

thmti

Mobil

Na

Ap

lv

mrppr

ph

ifs

Operator

ocot

tour

he

bill

Or

im

bhigaliOta

chute

his

cy

place

lcs

Iv

14

ly

party

to

waco

us

POP

hi

Fact

st

Applications

dcl

cuss

mired

or

oc

In

by

mmvii

of

aaceb

ii

nit

stir

Iran mis

otIru

the

tivi

ml

ta place

touts

oil

lot

of

rajn

th

with

mOO

to

Roparthi

tori

cur

about

ma

the

ncf

tIn

to

ot

and

allan

AppI
for

Plo

Collection

Data
me

ooqlo

via

mc

si

CoocJo

atior

pla

At

ido uplifts

air

ci

buto

ii

cccss

block

Ira

oqlc

iipclak

dmstnb
iuilC
worlciwi
non vXCIu5h
ua
rcquev Jump

shcr

my

is

cmos

ii

anJs

puitoit

the

Gngli

to

rosmuflc

ely

tin

ii

Duvuran

tic

iliuui

Ito

sImm

lip

Conipo

Pages
nv ry

Site

ot

14

sqi
naku

nid

ration

Lost

thu

tO

by

ml

ups

tiro

so

rur

ci

Dois

on

101

ata ore

provide

iii

prnsi

is

001

to

it

im

be

not

aOl

On

ri

ii

all

and

oh
Deviocs

15

udormatlo

at

AppU

tootilI

thri

Unit

or

matmir

app1

lu

may mmiii
whs

waglo

ons

it

id
sir rut

ix

au

Dccuco

Cam

allmor

iii

pmnvr

11w

dolivur

to

regis

Ira

It

ilL

rp oat

ri

uol

ot

otalion

taut

to

suh

Andr c1

tssJ

arimi

.00

opplicat

load

pmo

itions

appi
isir

wrl

roy

nd

Lloh

hasc
is

nd

nvicas

of

sIng

rig

wi

on

appmpriatl

Pta

rein

Ihi

Author

us

on

the

it

am

tu

ath

upuroluOll

iii

minuri

shall

iii

ry

at

usc

ill

wuh aug

ievm

at

ish

opany

tin

iS

help

to

CompanY an

irm

mn

preys
ml tori

iie

jim

rsvt

to

nL

of

null

vu

it

iger
cci

05

yaP troWser
osk

not
ir

on

ta
hr

us

cob

lou
vent

ii

coy

Co
my

fie
thu

ostivity

Partner

111mm

pony

mltur

tamnamY

MrnracIer
comiulansO

who shah be the


with
no1IO

iron

It

i4

ConimmIlilU
tileyll

HIGHLY CONFIDENTIAL

Ii

IC

ATTORNEYS

EYES

ONLY

Oracle

America

Google

31 O-cv-03561

-WHA

GOOGLE-03371 675

Case5:14-cv-02007 Document1-1 Filed05/01/14 Page9 of 15

ExlcLlrAltl.l

Term and Termination


The

Term

5.1

Either

TerminatiOn

5.2

mater

in

other

the

are

terminate

Restrictions

and

of

Control

any

country

Change
body

of

law1

such

into

thereof

portion

makes

that

or regulation

restriction

or

country

it

substantial

Agreement as determined

by Googlo

Google

en

Burden

Substantlal

or

shall

hereunder

in

lnformatiorl

which

use and
party

.4

SellOff

such

and

party
with

connection

20

thirty

days

does

Company
any

prior

not

of

the
to

certify

such

Confidonlial

able

to
In

not

and

disks

granted

distributing

other

are

termination

from

or

destroy

working

live

Neither

memory

as

Agreement

this

the

Sell-Off

its

however

Notice

to

intent

SellOfl

Ihe

contrary

Right

as

by

In

not

this

with
shall

in

apply

Right

less than

no

SeihOft
this

or

Agreement

52

Section

Right

either

that

event

to

pursuant

In

Agreement

this

provide

the

5.4

Section

this

Google

to

actually
Applications
inventorYl
Agreement

Soil-Off

the

shalt

above

forth

set

of

exercise

Right

terminated

or

suspenderi

is

hereunder

of

days

right

Google

all

Company

that

the

have

shall

accordance

In

90

ninety

of

period

for

Company

or termination

Trademarks

provided

Google

above

Periodi
Agreement

this

expiration

Google

the

night
to

the

to

anything

provide

granted

right

notification

written

of

date

use

to

right

of

conditions

the

of

Sell-Off

Inventory

Notwithstanding

Notice
or

such

the

have

shall

as

5.3

Section

Sell-Off

Agreement

terms and

inventory

of

provisions

this

of

the

with

Device

the

on

preloaded

the

termination

or

accordance

in

distribute

solely

which

hard

all

licenses
or

reasonabiy

is

copies

from

including

resulting

damages

any

for

0fithslanding

expiration

following

other

backup

archived

include

or retrievable

accessible

and

has access

it

Google

the

for

such

of

repeaied

is

shall

appointed officer
duly
and
any
ol
Company

and

which

and

this

burden

availability

ottering

any

under

regulation

rights

all

reproducing

slop

case

the

or

any

substantial

Burden as applicable1
Special Suspension

Agreement

mmedialely

to

iaw

territory

this

of

in

nut

or

or destroy

and

does

doubt

ol

as such

or

benefit

and/or

restriction

imposes

substantial

such

distribution

the

2.5
12.4

or controlling

places

economic

judgment

laith

Grant

Applications

regulation

Seegles

to

Substantial

or

country

wili

or

restriction

may

Section

in

available

Google

the

and
party

Section

government

made

ii

Agreement

this

Right1

such

return

aware

the

good

time

such
illegal

Applications

is

it

available

suspend

to

or termination

shail

Party

easily

the

to

in

make

respect

and

right

until

longer

Company

which

longer

liable

under

for

permitted

are

be

shall

no

thu

available

Googlo

avoidance

the

for

which

delete

no

is

expiration

each

possession

Its

made

the

ol

have

or

law

with

reasonable

its

territory

it

cease

and

copies

all

destruction

Ihere

Upon

immediately

ApplicationE

Google

or

Termination

of

Effect

distributed

be

to

Applicallons

or

country
that

such

or modified

nullified

53

such

in

Applications

Google

in

or

any such

if

measured

lS

shall

Goeglo

then

or

territory

where

burden

to

illegal

are

distributed

Applications
distribute

the

forth

set

or

License

service

of

as

or

2.2

to

2.1

terms

that

event

the

foregoing

the
SectionS

Trademarks
in

contrary

either

is

party

notice

written

proceedings

insolvency

of

other

the

if

after

days

Google

accept

or Section

Googie

the

30

to

breach

upon
and

review

to the

anything

which

in

territory

shalt not

Agreement

Agreement

this

ttiirty

Notwithstanding

notice

to

within

subject

days

Confidentiality

Notwithstanding
or

90

opportunity

6.1

Section

Reproduction

Accurate

two

of

period

for

This

Agreennent

this

terminate

becomes

or

written

upon

2.4biii

Section

to

operations
ninety

Inimnediately

Agreement

this

within

fails

provided

or
performance
that breach
cure

may suspend

ceases
not dismissed

party

proceedings

as

in

continue

and

Date

Effective

writing

in

parties

and
Agreement
business
its

the

of

breach

tat

the

by

party

the

on

begin

earlier terminatOr1

unless

agreed

specifically

unless

renew

Date

Effective

the

after

years

shall

Agreement

this

of

twin

of

this

Pgreenient

.s

The

Survival1
jConfidentiaiily
shall

General

and

flnfldentielity

provisions

survive

under

party

considered
that

the

10

Disclaimer
of

this

License

tJmitetion

Grant

II

Liability

of

61

SurvIval

5.5

Restrictions

12

and

lndpmniiioation

Agreennerlt

PR

this

Agreement

by

Obligations

the

The

lhat

is
ol

information

already

Knew

mcipient
recipient

or
will

that
that
not

as

marked
the

rightfully

disclose

party-

the

Pao

given

to

Conhidontial

cot

would

Confidential

no

through

public

information

or

contidentiat

disclosing

becomes
was

is

lnlormalion

Confidential

Definition

conlidenlial

recipient

developed

9.2

termination

expiration

0nfidontlality

6.1

Rights

Proprietary

2.2

Definitions

Seciloris

of

the

lault

disclosed

normally
information
of

recipient

information

the

does

recipient

by another
except

by one

under

to

the
nol
that

party
alliilatos

party

to

the

other

be

circumstances
include

was

irilormation

independently
Confidentiality

employees

and

14

contidentist

floyd

HIGHLY CONFIDENTIAL

tUb

ATTORNEYS

EYES

ONLY

Oracle

America

Googie

31 0-cv-03561

-WHA

GOOGLE-03371 676

Case5:14-cv-02007 Document1-1 Filed05/01/14 Page10 of 15

MU
Mw

Xi Ct

aqc

oreptoynob

whdu

iPOt

adreoc
0110

lb

ftCltfflPI

ml

nci

io so

cc

clad

eontLfllp

ip

sot

forth

bj

tais

oil

ci

to

prniccl

fOd5

flLU

as

pt

itormatiaF

nicat

CaO

OOMtP

rus

Itt

Pubticiy
elatco

Coni
dy uao

cc

using
law

wut no

hoe agr

icouW

ONI

who

ajonls

ci

2.1

icon

Ubt

ol

ds

cci

rocit

tuclcli

thMk0

make any puhh

pncc

wnttefl

tin

should
cic

end

Slay

cty

others

Lice

arcs

ty

and

rights

Holy

ceciptent

cihor

ccc

Wcrhoid

of

Agmecal

cisc

cxci

to

ho

do.ctiai

LII

tsr

us

ikjats

tic

Urn

luau

COccfcdUfltklL

dcloseL

to

cc

Soc

Ic

11w

koep

to

ordy

ccci

ci

raric

ci

the

lcnq

date

subrntt

icy

An

eppreprcate

mg

noflt

Ito

cc

ro

ig

FO

the

in

cnh7

ci

lb

idcflq
urorkcUc

Rcquest

approval

itcPsL

TrddscOK
General

7.1

reict

no

ci

of

any

cit

11cc

by
gte

such

p1010

puly
pony

outturn

thu

urthorm

cc

st

ccc

forth

in

cui

cc

it

Ccc

Inc

ipatly

adi

to

01
all
ci
hi

oxcepi

parcy
other

nor

am

ii

Ilmilar

ptiud
to

lk

mmiii

set

NolW

g1e

raducc

to

arc

11

limO

adhCrfl

mark

cad

loris

Cci

ccc

1cm

botculiacty

Coople

La

cabt

to

Soogl

use

e.ch

to

prnlts

110cr

in

iccy

rip

IC

cxproSSl7
tlcstandcmcci

rks

ccc

uag0

sccc

Mob

Coon

the

to

to

ixc
or

Cooctc

tb

p1

ift
lcicl

ATTORNEYS

ci

if

uk

EYES

cul

ii

ircy

cc

ccc

in

cnc

tai

tic

em of

ho app

ccc

Duvir

thi

incpcny

liii

by

cc

icon

cc

cccccntdtactu

pcodccc0

girl

contact

irov.ihs

ac

crritnri

ubla

cc

ONLY

Mi

ito

it

the

cc

hc

cnii

sh

Oracle

ill

ocis

npany
mIs
acqcr

and

tccie
cc

America

icc

thu

oly

lice

vi

Cci

cipacly

wit

up Goopte
Its

uI

oar

uccy

ccl

ptcrau
radnniarka

Conip

cucctfary

actinc

ccc

tics

tb

amid

theft

oct11

Ccc

McLiC

jc

cia

acirtlnr

It

Cooglc

Coop
uci$Ot

acct

patonC

th

crc1
cit

Google

iolcatc
tIc

Ior

not

rolacnc

110

id

ku

ng

31 O-cv-03561

all

Ia
gift

wdiovl
copt

aqutr

cc

cocci

sultinill

tnctenl

iron einarkc

th

arudur

loca

Cocanany

In

thoar

-WHA

any
tile
rid

Ii

kncov
1111cm

hc0i iaq

cnlereSI

to tho

nxpresbly

riitttt

party

ccci

iii

all

retacci

Icceccsums

r0t

re

imado

cinpyciglilS

iloacarks

rijht

sri

ccc

ic1cnc

idly

17
sot

revck

city

ny

ci

vaittr

Co up

grants

Co spa

ma

th

sproasty

for

tradecilarl

Aqrroccwal

Appli

Cal

In

in

tics

107

Crisp

lay

dc

to

cm

icclebr

bW

11

Soaglu

thr

Icailocci

sq Cc

rijhl

hi

Gongli
idiot

il

lircic

hcinor

ccc

thii

tIc

c7 qialCd
th

rcc

ci

to

proxid

ipcn

the

untidt

pc

errs

tmont
br

tin

Uc

ckcrcn

citicrlg

twuIlctaccdincb

rcduinuk

stcth

nnct

copyrcgltt

oO

Hr

cot

Acac

ih

tptccciVdt

at

Ichons

cert

no

cc
of

ii

and

tonics

written

prior

iimctatio

without

thtflbUtifltl

cqhl

amid

hIt ccisahie

bi nrc

in

any

icknciMedgOS

tc

Appu

ImetWCCn

11cM

agrig

par

ro the

oc

St

cccl

rcascu

up

iqnaciy

cxpro

uhprwco

or

dc

codi

Sub

Uocspcnys

to

ihr

to

tIc

Ce

Dcvic

or

any

produ
tIc

GOIglO

that

is

to

1ady

my third

suqgc
leo

of the

br usc

Agc

hair

ci

re

itere

rd

kno0tedqos

wcthout

HIGHLY CONFIDENTIAL

to
icul

icdityc

cc

kh

Ion

COOtItO

by

bin

by
cnqty

clu

cci

coo

oiler

the

pmnar

iglO

iutd ho

cuocirlq

inc1

siy

dial

cccuii

ci

tnmuicc

flcqhIS

PrnpriCtOrY

trip

shall

of

are

essly

oxpc

roe

Co

nuacks

it

turci

xrlo vu

LIII

icoc

itd

lb

cc

cnncl

Looglo

ec

en

lt

antlmorcicd

exprellY

ci

cjc

qrcio

0th

cticms

liii

10
Jcsplay

Ic

rmpcctcnc

IL

strunc

lradonuarKS

non

ited

iblu iGr

cca.oS

tin

slcti

party
Inc

triticcliIcl

Compaiw

tic

carts

forth

Ii

1n

and
onipacly
buc1ct
to 11w
cnuu

iel

tlccroo

01

approval

HOld

orm

ho

ug

Icr

Ii

cst

oanul

th

ix

to

as

Devise

sh

uy

as

Day

Qongh
rirtec

Ic

Cuinpa

license

rcnchl

ccnnck

that

tsrcltuci

Agci

liar
ccci

01

Inc

otcri

cml

tim

73

and ti

not

call

Uncap

niches

whir

th

dc.r

Scce

ni

11

of

rovoke

Co

any

or

ol0

ccl

nuay

arctic

II

iii

ci

cc

Coogle

ii

con

ccl

Agmoc

Italy

it

cc

cog

tic

lit

ci

cc

kaqcng

to

odor

to

ticcle

Iciui

omcufcicccy

icc

mcdli

trat

mgi

be

thu

tIc

cci

SillS

ci

tics

Al

old

fbi

ncr

Tr

tin

or

ccc

13o0itrt

Subiect

rcd

oct

thcs

Coccupacy

providing

In

th

to

cog

dci

use

liii

to ithnriicr

iii

do

cm

ci

sled

tb

nqe

irks

Lralsni

Ioniai

tic

and

crtnls

at

tO

0510

Ironc

providc

cy

Property

ioate

to

cp

all

asses

II

alk

LI

ow

It

iy

1w

lb

its

ci

ctor

us

Ic

no

an

rconcxeUscvu

11w

ii

acid

radoncark

Lack

ci

rei

rep

radeniarKS

Go091e

to

License

accyd

in

ow

tic

any

th

ck

cc

surly

oflccr

72

with

.ts

igl

rot

or

kited

sc

tudicctt

any
dis

vi

any

are

hrca

grac

dwcll

giti

marks ii

on

ipie

it

itdL1

ill

cc

Googi

ii

neither

or

diet

Icat

01

icj

Ut

cc

cit

Co

ci

txa up

till

Agreo

lit

oxpro sIy

any

radi

attempt

lit

pirelli

ohattcclge

haLl

bat

idod

proc

riot

iccotuclical

uogtic

Company
No
arty

of

not

Inctatron

with

slcc

Ii

ccc

utc

right

all

uks

ucdccuc

Coflupaccy

Ccc

and

ty

orflL

cmko

ccc

interest

an

cIte

cyhi

or cntorI

hit

gil

alt

ixncisSiy

writ

ace

tin

Lu

pt

not

mU

it

In

ig

wu

sicifi

rty

tevicc
grantoo

oogI0
nciccdicig

nd
by

11cr
this

GOOGLE-03371 677

Case5:14-cv-02007 Document1-1 Filed05/01/14 Page11 of 15

EX

Agroament
otherwise

set

as

Except

and

to

authority

of

perfornianca
to

agreement

are

materials

and

sale

and
by

regulations

the

in

are

its

roquirod

or

party

and

builds

to

thu

builds

any

and
or

Devices

but

of

or
of

materials

has

it

third

and

to

Devices

the

that

use

their

tights

and software

materials

services and

al

Company

by

provided

any

arising

parties

Term

the

the

violate

otherwise

any

any Google
or services

power

full

Agreement and

throughout

any

content

that

this

rights

arty

exctuding

Company

of

detault

maintain

will

other

tire

delivery

or violate

and

has

it

warrantstO

breach
party

respect

Device

Companys

Device

are

that

with

the

constitute

not

aftiliates

warrants

and

including
the

of

any

and

execution

Companys

including

incorporated

third

any

1.1

distribution

content
or
end the Companys
to Google
by Company
and local laws rubs
state
federal
foreign
to
comply with all applicable
do and shell continue
ho distributed
to
Company
by
materials
provided
that any
and warrants
Company represents
that are
and
software
materials
but
excluding
any Gocgte
Device
builds

provided
ticensa

Google

or

that

in

incorporated

to

represents

that

and
will

hereunder1

represents

licenses

party

Agreement

this

party

by Google

distributed

thai

such

and

authorizations

Each

Warranties

obligations

company

therefrom

he

its

wtiiclr

Trade marks

Company

be

not

ECIJTAII

modifying

licensing

selling

olselalmer

into

enter

the

shall

Company

Agreement

and/or

and

RepresentationS

9.1

this

and

Warranties

RepresentatiOns

Device

will

builds

with

comply

licensing

source

open

applicable

all

requirements

AND WARRANTIES
OTHER THAN THE REPRESENTATIONS
ARE
PLATFORM
THE
ANDROID
AND
APPLICATIONS
0000LE
SECTION 9.t THE
IN
D1SCLAtMS
CONTAINED
KIND AND GOOGLE EXPRESSLY
AS IS AND WITHOUT WARRANTY OF ANY
INCLUDING
PROVIDED
OR OTHERWISE
IMPLIED STATUTORY
EXPRESS
WHETHER
PURPOSE
ANY AND ALL WARRANTIES
PARTICULAR
FOR
FITNESS
WARRANTIES OF MERCHANTABIUTY
AND/OR
WITHOUT LtM1TATION
THE 0000LE APPLICATIONS
THAT
NOT
WARRANT
ODES
CODDLE
AND NONINFR1NGEMEN1
WILL MEET ALL OF
HEREUNDER
PROVIDED
OR SERVICES
PRODUCTS
BE
WILL
ANY OTHER DOODLE
SERVICES
OF
SUCH
PERFORMANCE
OR
THAT
REQUIREMENTS
REPRESENTATIONS
COMPANYS
THE
OTHER THAN
SECURE OH ERROR-FREE
VIRUS-FREE
UNINTERRUPTED
HAS IS AND WITHOUT
IN
SECTION 9.1 THE DEVICES ARE PROVIDED
CONTAINED
WARRANTIES
AND
TO G000LE WITH
KIND
OF
ANY
WARRANTY
COMPANY MAKES ND
WARRANTY OF ANY KIND AND
WHETHER
AND ALL WARRANTIES
ANY
DISCLAiMS
EXPRESSLY
AND
OF
WARRANTiES
RESPECT TO THE DEVICES
LIMITATiON
WITHOUT
INCLUDING
OTHERWISE
OR
AS
EXCEPT
EXPRESS IMPLIED STATUTORY
NONINFRINGEMENT
AND
PURPOSE
PARTICULAR
FITNESS FOR
THE DEVICES
MERCHANTABILITY
COMPANY DOES NOT WARRANT THAT
IN
THIS AGREEMENT
PROVIDED
OTHERWISE
OR
ERROR-FREE
SECURE
VIRUS-FREE
WILL BE UNINTERRUPTED

92

10

Devices

the

distributing

in

forth

from

restricted

BE1WEEN

Disclaimer

of

LimItation

10.1

PARTiES

THE

LiabIIUy

MAY
ON INDIRECT UABILITY NEITHER PARTY
LIMItATION
SUBJECT TO SECTION 102
OTHER
THAN
DAMAGES
FOR
ANY
THIS AGREEMENT
TO THE OTHER PARTY UNDER
DAMAGES ARE
BE HELD LIABLE
OR SHOULD KNOW THAT SUCH
IS AWARE
THE PARTY
IF
DAMAGES
EVEN
ON AMOUNT
DIRECT
UMITATIDN
REMEDY
DAMAGES DO NOT SATISFY
THAN
MORE
FOR
POSSIBLE AND EVEN IF DIRECT
AGREEMENT
UNDER THIS
MAY BE HELD LIABLE
PARTY
NE1THER
OF LIABILITY
USD
$100000.00
THOUSAND U.S DOLLARS

LImitations

DNE HUNDRED
102

to

ExceptIons

violations

obligations

under

Trademarks
License

Grant

or Section

10.3

AilocatIon

reasonable
on

2.5

and

of

Restrictions

of

allocation

2.4bfliii

not

or
to

breach

limitation

breaches

opportuny

hrnachus

to

apply

without

by

and

review

COMPANY
accept

of

the

of
of

Googla

confidentiality
license

terms

to

use

2.1-2.2

Seclions
of

service

Reproduction

The

Risk

Section

do

liability

including

obligations

indemnificatiOn

Section

Accurate

Rights

Proparty

Intellectual

ul

limitations

These

Limitations

of risk

parties

end

agree

fb

that

the

that

each

party

mutual

would

not

agreements
enter

into

the

made

in

Agreement

this

10

Section

without

those

reflect

limitations

liability

Page

10

14

Conilctentlat

aevd

HIGHLY CONFIDENTIAL

1/ta

ATTORNEYS

EYES

ONLY

Oracle

America

Googie

31 0-cv-03561

-WHA

GOOGLE-03371 678

Case5:14-cv-02007 Document1-1 Filed05/01/14 Page12 of 15

EXtiCUIALtl

.E

indemnIfication

11

11.1

si

Section

any

or

Right

modifications

from

arising

Coogia and

ii

or

products

continued

Companys
Section

11.1

based

Google

its

warranties

reprosentatiOfls

or

application

Properly

Device

application

or

11.3

In

or claims

actions

claim

arid

authority

tori contract

liability

product

The

the

with
cooperate
over the defense

other

other

he

bul

on

based

claimed

breach

of

use

Users

without

of

any
any

limitation

UNDER

with

counsel

own

its

at

FOR

AGREEMENT

THIS

has

party

indemnifying

other

the

notify

promptly

of the

party

full

and

control

own expense
VIOLATION OF
its

General

12.1

NotIces

12.2

All

ovemigtrt

Force

or

courier

Neither

natural

party

transfer

of

etlrer

of

of

to
tho
is

other

receipt

or etectronic

receipt

sent

if

logs

and

Department

Legal

partys

written

by

If

sent

by

personal

by

facsimile

this

any

the

may

war

but

the

30

fimo

days

the

between

of

change

waiver

this

ccndrtirrr

by

governmental

action

the

written

and

for
lnternef

of

assignee
for

this

without

Agreement

agrees

in

under

ohlrgations

be

to

writing
the

bound

by

Any

Agreement

consent

the

other

of
of

terms

tIre
this
to

attempt

for

example
tIre

experiencing

control

the

and

30 days

other
it

after

or

pnrchase
wili

of control

change

end

control

of

stock

through

fire

merger

written

writ

ten

or other
to the

notice
terminate

immediately

may

party

receives

sale

provide

in

notice

this

subsection

12.4

constitute

Agreement

party

change

the

after

verablfIty No Agency

tIns

condition

caused

extent

lire

control

liable

ofcontrol

change

Upon

transaction

Section

acconrptish

remains

faber

any pad

the

if

only

party

No Waiver
best

or transfer

to

performance

riot

roasonatte

assign

affiliate

inadequate

terrorism

or

partys

assigning

for

liable

void

Control

within

Agreement

an

except

and

corporate

party

party

be

of

act

beyond

Neither

assign

or

Change
form

the

does

If

any

not

is

provision

unenforceable
create

an

No Third-Party
found

provisions

agency

aeneilciartes

unenforceable
essential

it

and

purpose
or

partnership

jnint

any

Failure

to enforce

any

related

provisions

will

Tire parties

verdure

There

are

indepcndont

are

no

third-party

prevision

be

not

wif

interpreted

contractnrs
benefrciartes

to

and
to

Agreement

Pgo

tnovd

of the

verified

deemed given
when verified by automated

or

will

party

disaster

was

that

AssIgnment
Agreement

cent

attention

the

to

when

he

will

mail

addressed

and

writing

In

Notice

contact

Majeure

other

12.6

Ire

email

disturbance

12.4

of

point

courier1

exarrrpte

12.3

must

notices

primary

or

HIGHLY CONFIDENTIAL

The

defense

ttre

in

join

ONLY REMEDY
PROPERTY RIGHTS

ABOVE
THE INDEMNiTIES
THIRD PARTYS INTELLECTUAL
12

may

party

must

claim

the

THE

ARE

from End

including

Applications

indemnification

defending

in

party

Google

Itre

or

by

Apptications
claims

Device

or resulting

of

out

breactt

improper

or equity

seeking

party

Actively

arising

the

9.1

Googte

the

against

brought

proceeding

are
this

Market

Android

limitation

any

which
under

that any
Promote
any claim
Trademark
infringes any
or any Company

Applications

claim

than

other

thereon

Indemnification

of

CondItions

installed

Google

party

third

3.3

or Section

the

than

any

or

Right

intellectual

other

of

without

including

by Company

made

or

or

terminate

obiigaticns

of Section

breach

Installation

or

distribution

lawsuit

party

or ctaimed

Agreement

this

Mail

Google

3.2

thereon

installed

of

misrepresentations

or

Section

2.4biii

Sections

of

third

any

than

software
to

right

the

t.l

other

Trademarks

through

distributed

Application

other

the

of

Property

Section

party

any

no

have

shall

Google

products

any breach

marketing

violation

in

Affiliates

settle

option

with

Googte

or the

Applications
party

Intellectual

by any

reserves

discretion

against

sentence

first

any Google
under this

liability

Tradornartcs

Qoogf

reasonable

party

or

the

any

of

use

Trademarks

Googte

the

the

third

ttiird

any

its

out

arising

or

Googie

of

rights
or

at

or

the

any

of

infringe

obligations

brought

proceeding

breach

Users

End

from

or

lawsuit
claimed

Trademarks

Google

or

and

sole
to

broach

or

have

300gb

its

the

packaging

replication

or

Company

in

platform

detend

will

or

Apptications

access

or

infringe

to

Android

or otherwise

upon

unauthorized

or

the

Company

By company

11.2

Google

party

resulting

or

Applications

Google

of

regarding

of

shall

Googto

materials

by Google

or believed

alleged

the
the

distribution

other

any

of
of

combination

out

event

no

any

Applications

arising

in

of

out

third

any

settle

option

600gla

claim

foregoing

its

arising

the

that

party

third

the

Notwithstanding

or otherwise

otaim

any

at

or

defend

will

Googie
By Google
upon
Company based

trot

t4

rdenmtat

Il/re

ATTORNEYS

EYES

ONLY

Oracle

America

Google

31 0-cv-03561

-WHA

GOOGLE-03371 679

Case5:14-cv-02007 Document1-1 Filed05/01/14 Page13 of 15

12.6

Law

controlling
by

laws

the

of
of

out

parties

the

be

arbitratorS

three

0jifhetanding
seek

to

party

rotated

and

12.7

agree

Entfru
its
in

to

thai

subject
writing

and
and

counterparts

city

venue

is

supersedes

including

any

state

to

to

one

and

these

courts

in

or
it

is

POF

be

This

and

other

of

or

is

agreements
The

Agreement

this

to

agree

legal action

ectronic

copies

submit

to

the

language
of

right

rehef

in

exclusive

either

needed
any and

Intellectual

court

federal

or

by
sole

of

to
all

Property

the

Manhatfan

jurisdiction

of

proceeding

the

on

contemporaneous
amending

state

the

contrary

the

of

infringement

In

Agreement

to

or anything

or actual

the

name

English

immediate

pursue

or claim

Commerce

of

limit

or

Agreement

this

the

on
the

In

friendly

controversy

Chamber

impair

way

otherwise

instituted

such

agree

parties

of

provision

126

conducted

no

in

foregoing

Company

any such

Counterparts

prier

the

elleged

partys

York and Google

ether

or to

arbitration

shall

that

facsimile

proceedings

the

he

shalt
shall

any

international

unless

and

Singapore

party

Amendments

expressly

in

Rules

said

to

Section

this

of the

of Arbitration

the

withstandLng

of the

in

proper

Rules

of

sentence

the

between

through

amicably

settled

governed

be

may wise

which

be

should

shalt

Agroeriiont1

this

difference

of or relating

out

arising

last

with

recourse

relating

New

the

or

Agreement

his

arbitration

Agreement

Agreement

this

Agreement

without

or claims

York

New

of

borough

this

of

controversies

disputes
Rights

breach

the

prevent

such

above
relief

injunctive

the

held

be

shall

anything

in

accordance

in

appointed

wfth

to

or relating

of

controversies

or claim

forth

with

accordance

in

arbitration

The

arbitrator

set

as

out

arising

disputes

All

any ontmoveTSy

except

settled

realtors

all

connection

in

or

to
of

event

York

New

of

State

thereof

finally

and

Agreement

relation

or

breach

or the
shalt

the

In

negotiation

This

parties

that

parties

which

entire

subject

Any

amendment

may execute

taken

together

relating

agreement

this
will

to

must be

Agreement in
one

constitute

instrument

re

tnt

r4

centfdentlal
fRevct

HIGHLY CONFIDENTIAL

title

ATTORNEYS

EYES

ONLY

Oracle

America

Google

31 0-cv-03561

-WHA

GOOGLE-03371 680

Case5:14-cv-02007 Document1-1 Filed05/01/14 Page14 of 15

l\t

WU

NLSS

C0MPANY

WHFUF 01

Somsunli

fln

flaw

pade

oCkrOfltCS

Co

nxeueJ

IhL

A3uwnUfl

fly

00051

Ltd

personS

duly

auIhon

as

ol

the

techvo

lANI1

Dofi

JNC

Dy

///4

iy

Name

in
t1e

DuO

onudus
floyd

HIGHLY CONFIDENTIAL

11110

ATTORNEYS

EYES

ONLY

Oracle

America

000gle

31 O-cv-03561-WHA

GOOGLE-03371681

Case5:14-cv-02007 Document1-1 Filed05/01/14 Page15 of 15

xiwuts

ISLE

EXHIBIT

FORM OF
DEVICE LAUNCH
Addendum

Device Launch

Ti us

uNSEAT

DATEI

execution

Upon

No Launch
and

between

ol

of the

UNSEAT

Addendum

this

may proceed

conditions

is

until

the

under and

entered

COMPANY

confirm

parties

Device

initial

target

Leunctr

Telecom

Tercitoryiea

Date

Operalorts

Terms

Additional

If

Mobile

NAMEJ

Application

and Googie

Google

agree

Terminal Acceptance

in

Inc

to

the

writing

Distribution

000gm

Alt

Agreement

effective

MADK

the

the

Launch

Device

Launches

DevIce
Forecast
the

or

Territory

Device

Image

Specifications

list

Terget
Terminal

of

coogie

ApplIcations

Acceptance
Dale

are

as

set

subject

forth

below

to the

terms

optional

Restrictions

Applications
Veulube
in

en Ooogta
e.g No

China

Google
Tradenrark
if arty

any

G006LE

COMPANY

INC

By

By
Na

the

fi

MADA

Device

initial

to

Company

NAMEJ

COMPANY

INSERT
both

subject

ADDENDUM

Name

me

Title

Title

Date

Date

Pago

Con

14

of

14

Ilderitiat

Revd

HIGHLY CONFIDENTIAL

11/101

ATTORNEYS

EYES

ONLY

Oracle

America

Google

31 O-cv-03561

-WHA

G000LE-03371 682

Case5:14-cv-02007 Document1-2 Filed05/01/14 Page1 of 14

Exhibit B

Case5:14-cv-02007 Document1-2 Filed05/01/14 Page2 of 14

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

Attention:
Title:
Address, City, State,
Postal Code, Country:
Phone:

Fax:
Email:

Notlct~s

Company Contact Information:

Company Technical Contact:

Company Legal

Jerry Hsiao

Ellen Wang

Graoo Lei

Director

Director

General Counsel

No. 23, Xlnghua Rd., Taoyuan City,


Taoyuan County 330, Taiwan

No. 23, Xlnghua Rd., Taoyuan City,


Taoyuan County 330, Taiwan

No. 23, Xinghua Rd., Taoyuan


City, Taoyuan County 330, Taiwan

+866-2-6912-4138 #8451

+866289124138 #3176

+866-3-375-3252

+886-28914-7596

+866-2-691 <1 7596

+866-3375~376

totus_chen@htc.com

ellen_wang@htc.COOl

graro_lel@htc.com

to:

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.
Page 1 of 13
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA

ConfldonUal
(Revd. 12/1 0)

TRIAL EXHIBIT 286


CASE NO. 10-03561 WHA
DATE ENTERED
BY
DEPUTY CLERK

HIGHLY CONFIDENTIAL- ATTORNEY'S EYES ONLY

Trial Exhibit 286, Page 1 of 13

Oracle America v. Google, 3:10-cv-03561-WHA

GOOGLE-03371632

Case5:14-cv-02007 Document1-2 Filed05/01/14 Page3 of 14

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
at
located
are
which
therein),
referenced
or
contained
content
any
(and
lime
to
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
Paga2 oF 13
Confidential
(Revd. 12/10)

HIGHLY CONFIDENTIAL- ATTORNEY'S EYES ONLY

Trial Exhibit 286, Page 2 of 13

Oracle America v. Google, 3:10-cv-03561-WHA

GOOGLE-03371633

Case5:14-cv-02007 Document1-2 Filed05/01/14 Page4 of 14

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, decompile 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
Page 3 of 13

Confidential
(Rovd. 12/10}

HIGHLY CONFIDENTIAL- ATTORNEY'S EYES ONLY

Trial Exhibit 286, Page 3 of 13

Oracle America v. Google, 3:10-cv-03561-WHA

GOOGLE-03371634

Case5:14-cv-02007 Document1-2 Filed05/01/14 Page5 of 14

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.

3.

Other Agreements. This Agreement will supersede any agreements between the parties regarding Androidpowered devices, but will have no affect on any other agreements between the parties regarding other devices or
Google services or applications.

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 ex~pted from
the requirements of this Section 3.4 as long as such Devices meet all the other requirements of this Agreement
Page 4 of 13

Confidential

(Revd.12110)

HIGHLY CONFIDENTIAL- ATTORNEY'S EYES ONLY

Trial Exhibit 286, Page 4 of 13

Oracle America v. Google, 3:10-cv-03561-WHA

GOOGLE-03371635

Case5:14-cv-02007 Document1-2 Filed05/01/14 Page6 of 14

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.
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:

3.6.

(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.
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.

3.9.

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
Page 5 of 13

Confidential
(Rovd. 12/10)

HIGHLY CONFIDENTIAL- ATTORNEY'S EYES ONLY

Trial Exhibit 286, Page 5 of 13

Oracle America v. Google, 3:10-cv-03561-WHA

GOOGLE-03371636

Case5:14-cv-02007 Document1-2 Filed05/01/14 Page7 of 14

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.
Page6of 13

Confidential
(Revd. 12f1 O)

HIGHLY CONFIDENTIAL- ATTORNEY'S EYES ONLY

Trial Exhibit 286, Page 6 of 13

Oracle America v. Google, 3:10-cv-03561-WHA

GOOGLE-03371637

Case5:14-cv-02007 Document1-2 Filed05/01/14 Page8 of 14

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
Page 7 of 13

Confidential
(Revd. 12110)

HIGHLY CONFIDENTIAL- ATTORNEY'S EYES ONLY

Trial Exhibit 286, Page 7 of 13

Oracle America v. Google, 3:10-cv-03561-WHA

GOOGLE-03371638

Case5:14-cv-02007 Document1-2 Filed05/01/14 Page9 of 14

liable to the other for any damages resulting solely from termination of this Agreement as permitted for under this
Agreement.

6.

7.

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.

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).

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.

Page 8 of 13
ConfldonUal

(Revd. 12'/1 0)

HIGHLY CONFIDENTIAL- ATTORNEY'S EYES ONLY

Trial Exhibit 286, Page 8 of 13

Oracle America v. Google, 3:10-cv-03561-WHA

GOOGLE-03371639

Case5:14-cv-02007 Document1-2 Filed05/01/14 Page10 of 14

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.
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.

7.3.

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 knowhow, 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 ERROROTHER THAN THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 9.1,
FREE.
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
Page 9 of 13

Confidential
(Rovd. 12/10)

HIGHLY CONFIDENTIAL- ATTORNEY'S EYES ONLY

Trial Exhibit 286, Page 9 of 13

Oracle America v. Google, 3:10-cv-03561-WHA

GOOGLE-03371640

Case5:14-cv-02007 Document1-2 Filed05/01/14 Page11 of 14


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. 1~2.2 (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.
Page 10 of 13
Confldontlal
(Rovd.12/10)

HIGHLY CONFIDENTIAL- ATTORNEY'S EYES ONLY

Trial Exhibit 286, Page 10 of 13

Oracle America v. Google, 3:10-cv-03561-WHA

GOOGLE-03371641

Case5:14-cv-02007 Document1-2 Filed05/01/14 Page12 of 14

12.4.

12.6.

of

IN

COMPANY:

Effective Date.

CORPORA liON

(Rovd. 1211 0)

HIGHLY CONFIDENTIAL- ATTORNEY'S EYES ONLY

Trial Exhibit 286, Page 11 of 13

Oracle America v. Google, 3:10-cv-03561-WHA

GOOGLE-03371642

Case5:14-cv-02007 Document1-2 Filed05/01/14 Page13 of 14

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.

Initial
Terrltory(los)

Device Imago (optlonaQ

Davlco Specifications

Device

Initial
Telecom
Oporator(s)

Target
Launch
Date

Dovlco
Foro cast for
tho Territory

List of Goog!e
Applications

Target
Terminal
Acceptance
Date

Restrictions on Google
Applications (e.g., No
YouTube In China)

Googlo
Trademark
(If any)

Additional Terms (If any):

COMPANY: ----------------

GOOGLE INC.

By

By

Name

Name

Title

Title

Date

Date

Page 12 of 13
Confidential
(Ravd. 12/1 0)

HIGHLY CONFIDENTIAL- ATTORNEY'S EYES ONLY

Trial Exhibit 286, Page 12 of 13

Oracle America v. Google, 3:10-cv-03561-WHA

GOOGLE-03371643

Case5:14-cv-02007 Document1-2 Filed05/01/14 Page14 of 14

EXHIBITS
LIST OF DEVICES TO BE LAUNCHED IN Q1 2011
PURSUANT TO SECTION 3.4

Device

Device Specifications

Speedy

3.6" WVGA Display, MSM7630 CPU,


Slider Keyboard,
EVDO Rev A + WiMax

Sprint

4.3" VWGA Display, MSM8655 + MDM9600 CPU,


Bar Type,
LTE +COMA

Verizon

4.3" WVGA Display, MSM8255,


Bar Type,
UMTS Tri-Band

AT&T

Vivo

4" WVGA Display, MSM8255 CPU,


Bar Type,
UMTS Tri-Band

EU,
Voda

March 2011

Vivo#W

4n VWGA Display, MSM8655 CPU,


Bar Type,
COMA+ UMTS World Phone

us,

March 2011

Verizon

Mecha

Ace

Initial Telecom Territory &


Operator

us,

us,
us,

Target
Launch Date
Jan 2011

Jan 2011

Feb2011

Saga

3.7"WVGA Display, MSM8255 CPU,


Bar Type,
UMTS Tri-Band

EU,
T-Moblle

March 2011

Marvel

3.2" HVGA Display, MSM7227 CPU,


Bar Type,
UMTS Trf-Band

EU,US
HTC Channel, T-Moblle EU
and TMobile US

March 2011

Flyer

7" 1024x600 Display, MSM8255 CPU,


Tablet
UMTS Tri-Band or Wifl only
(COMA version is called Express)
7" 1024x600 Display, MSM8655 CPU,
Tablet
EVDO Rev A+ WiMax

Global
HTC Channel

March 2011

us

March 2011

Express
(Fiayer COMA
version)

Sprint

Pyramid

4.3" QHD Display, MSM8655 CPU,


Bar Type,
UMTS Tri-Band

Global
HTC Channel

March 2011

Icon

3.4" HVGA Display, MSM7227 CPU,


Bar Type,
UMTS Tri-Band

Global, US
HTC Channel (March or
April), T-Moblle (April or May)

March/April
2011

ChaGha

2.6" HVGA Display, MSM7227 CPU,


QWERTY Bar,
UMTS Tri-Band

US, Global, US
HTC Channei(March or April),
T-Mobife (April or May)

March/April
2011

Page 13 of13
Confidential
(Rovd. 12f10)

HIGHLY CONFIDENTIAL- ATTORNEY'S EYES ONLY

Trial Exhibit 286, Page 13 of 13

Oracle America v. Google, 3:10-cv-03561-WHA

GOOGLE-03371644

JS 44 (Rev. 12/12) cand rev (1/15/13)

Case5:14-cv-02007 Document1-3 Filed05/01/14 Page1 of 1

CIVIL COVER SHEET

The JS 44 civil cover sheet and the information contained herein neither replace nor supplement the filing and service of pleadings or other papers as required by law, except as
provided by local rules of court. This form, approved by the Judicial Conference of the United States in September 1974, is required for the use of the Clerk of Court for the
purpose of initiating the civil docket sheet. (SEE INSTRUCTIONS ON NEXT PAGE OF THIS FORM.)

I. (a) PLAINTIFFS

DEFENDANTS

Gary Feitelson and Daniel McKee,

Google Inc.

(b) County of Residence of First Listed Plaintiff

County of Residence of First Listed Defendant

Jefferson County

(EXCEPT IN U.S. PLAINTIFF CASES)


NOTE:

(c) Attorneys (Firm Name, Address, and Telephone Number)

(IN U.S. PLAINTIFF CASES ONLY)


IN LAND CONDEMNATION CASES, USE THE LOCATION OF
THE TRACT OF LAND INVOLVED.

Attorneys (If Known)

Steve W. Berman, Hagens Berman Sobol Shapiro LLP


1918 8th Avenue, Suite 3300, Seattle, WA 98101, Tel: (206) 623-7292

II. BASIS OF JURISDICTION (Place an X in One Box Only)


1

U.S. Government
Plaintiff

Federal Question
(U.S. Government Not a Party)

U.S. Government
Defendant

Diversity
(Indicate Citizenship of Parties in Item III)

III. CITIZENSHIP OF PRINCIPAL PARTIES (Place an X in One Box for Plaintiff

IV. NATURE OF SUIT (Place an X in One Box Only)


CONTRACT

DEF
1

Citizen of Another State

Incorporated and Principal Place


of Business In Another State

Citizen or Subject of a
Foreign Country

Foreign Nation

TORTS

110 Insurance
120 Marine
130 Miller Act
140 Negotiable Instrument
150 Recovery of Overpayment
& Enforcement of Judgment
151 Medicare Act
152 Recovery of Defaulted
Student Loans
(Excludes Veterans)
153 Recovery of Overpayment
of Veterans Benefits
160 Stockholders Suits
190 Other Contract
195 Contract Product Liability
196 Franchise

(For Diversity Cases Only)


PTF
Citizen of This State
1

REAL PROPERTY
210 Land Condemnation
220 Foreclosure
230 Rent Lease & Ejectment
240 Torts to Land
245 Tort Product Liability
290 All Other Real Property

PERSONAL INJURY
310 Airplane
315 Airplane Product
Liability
320 Assault, Libel &
Slander
330 Federal Employers
Liability
340 Marine
345 Marine Product
Liability
350 Motor Vehicle
355 Motor Vehicle
Product Liability
360 Other Personal
Injury
362 Personal Injury Medical Malpractice
CIVIL RIGHTS
440 Other Civil Rights
441 Voting
442 Employment
443 Housing/
Accommodations
445 Amer. w/Disabilities Employment
446 Amer. w/Disabilities Other
448 Education

FORFEITURE/PENALTY

PERSONAL INJURY
365 Personal Injury Product Liability
367 Health Care/
Pharmaceutical
Personal Injury
Product Liability
368 Asbestos Personal
Injury Product
Liability
PERSONAL PROPERTY
370 Other Fraud
371 Truth in Lending
380 Other Personal
Property Damage
385 Property Damage
Product Liability
PRISONER PETITIONS
Habeas Corpus:
463 Alien Detainee
510 Motions to Vacate
Sentence
530 General
535 Death Penalty
Other:
540 Mandamus & Other
550 Civil Rights
555 Prison Condition
560 Civil Detainee Conditions of
Confinement

625 Drug Related Seizure


of Property 21 USC 881
690 Other

and One Box for Defendant)


PTF
DEF
Incorporated or Principal Place
4
4
of Business In This State

BANKRUPTCY
422 Appeal 28 USC 158
423 Withdrawal
28 USC 157
PROPERTY RIGHTS
820 Copyrights
830 Patent
840 Trademark

LABOR
710 Fair Labor Standards
Act
720 Labor/Management
Relations
740 Railway Labor Act
751 Family and Medical
Leave Act
790 Other Labor Litigation
791 Employee Retirement
Income Security Act

SOCIAL SECURITY
861 HIA (1395ff)
862 Black Lung (923)
863 DIWC/DIWW (405(g))
864 SSID Title XVI
865 RSI (405(g))

FEDERAL TAX SUITS


870 Taxes (U.S. Plaintiff
or Defendant)
871 IRSThird Party
26 USC 7609

OTHER STATUTES

375 False Claims Act


400 State Reapportionment
410 Antitrust
430 Banks and Banking
450 Commerce
460 Deportation
470 Racketeer Influenced and
Corrupt Organizations
480 Consumer Credit
490 Cable/Sat TV
850 Securities/Commodities/
Exchange
890 Other Statutory Actions
891 Agricultural Acts
893 Environmental Matters
895 Freedom of Information
Act
896 Arbitration
899 Administrative Procedure
Act/Review or Appeal of
Agency Decision
950 Constitutionality of
State Statutes

IMMIGRATION
462 Naturalization Application
465 Other Immigration
Actions

V. ORIGIN (Place an X in One Box Only)


1 Original
Proceeding

2 Removed from
State Court

Remanded from
Appellate Court

4 Reinstated or
Reopened

5 Transferred from
Another District
(specify)

6 Multidistrict
Litigation

Cite the U.S. Civil Statute under which you are filing (Do not cite jurisdictional statutes unless diversity):

15 U.S.C. 1

VI. CAUSE OF ACTION Brief description of cause:

Contract in Restraint of Trade; Monopolization; Attempt To Monopolize.

CHECK IF THIS IS A CLASS ACTION


VII. REQUESTED IN
UNDER RULE 23, F.R.Cv.P.
COMPLAINT:
VIII. RELATED CASE(S)
(See instructions):
IF ANY
JUDGE
DATE

CHECK YES only if demanded in complaint:


Yes
No
JURY DEMAND:

DEMAND $

DOCKET NUMBER

SIGNATURE OF ATTORNEY OF RECORD

/s/Jeff D. Friedman

05/01/2014
,;',9,6,21$/$66,*10(17 &LYLO/5
(Place an X in One Box Only)

Print

( ) SAN FRANCISCO/OAKLAND

Save As...

( ) SAN JOSE

( ) EUREKA

Reset

Case5:14-cv-02007 Document1-4 Filed05/01/14 Page1 of 2


AO 440 (Rev. 06/12) Summons in a Civil Action

UNITED STATES DISTRICT COURT


for the

NorthernDistrict
Districtof
of__________
California
__________

Gary Feitelson, a Kentucky resident, andDaniel


McKee, an Iowa Resident, on behalf of themselves
and all others similarly situated,
Plaintiff(s)

v.

Google Inc., a Delaware Corporation,

Defendant(s)

)
)
)
)
)
)
)
)
)
)
)
)

Civil Action No.

SUMMONS IN A CIVIL ACTION


To: (Defendants name and address) GOOGLE INC.
c/o CORPORATION SERVICE COMPANY - LAWYERS INCORPORATING SERVICE
2710 GATEWAY OAKS DR STE 150N
SACRAMENTO CA 95833

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

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

Case5:14-cv-02007 Document1-4 Filed05/01/14 Page2 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 $

0.00

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:

Print

Save As...

Reset