Google’s Services Agreement? Lots of Room for Improvement

To entertain myself during my recent travels, I retrieved from the SEC’s EDGAR system a Google services agreement and proceeded to annotate it to show its contract-usage shortcomings. (As is usual with such reviews, I didn’t analyze the deal points.)

Why Google? Because I’d heard on occasion that Google’s contracts are OK.

On finishing my review, I thought that if anyone, it’s Google that would be most likely to find my annotations of interest. So I reached out, indirectly, to whoever at Google handled this contract. I haven’t heard back from them.

I’m not surprised. It’s a big company, and people are busy. But more generally, people are inclined to tune out what I have to say. Quality isn’t for the squeamish. Achieving quality requires turning around that oil tanker. It generally requires breaking eggs, perhaps including your own. Few have the stomach or the aptitude for quality. It’s not just time and resources that are the issue—the real problem is the simple notion of change. We don’t care if we waste vast amounts of time and money, lose out to our competitors, and assume unnecessary risk! Just don’t ask us to change!

So whoever at Google handled this contract is the least likely person to want to open the can of worms that is analysis of the suboptimal usages in Google’s form of services agreement.

In theory, someone higher up the food chain might be interested, but they’ll never hear about it. Generally, those who aren’t up to their elbows in contract entrails are inclined to observe from a safe distance, a scented handkerchief pressed against their nose.

Now, this Google contract manages to avoid the most obvious inanities, such as gratuitous archaisms. And it achieves some minor triumphs, such as “board of directors” without initial capitals. But that leaves other stuff to talk about.

Note that this contract doesn’t use shall. As is invariably the case, that doesn’t mean that the categories of contract language are treated optimally. They’re not.

My comments range from minor to less minor. I leave you to rummage through the minutiae, if you have the appetite. If you’re looking for a grade, I’d give this contract 6.5 out of 10. Around the same time, I reviewed a template commercial contract of another major technology company; I’d give that contract 3 out of 10. But that’s no reason for Google to cheer: 10 out of 10 is achievable.

My annotations are more extensive than they might seem at first glance. The contract contains repeated paragraphs alerting the reader that confidential information has been redacted—obviously, those paragraphs contained nothing to annotate.

Enough said. To see the annotated contract, go here. To read my comments, I believe you’ll have to download the PDF and open it in Adobe Acrobat or Adobe Reader. [Updated 18 April 2015: Go here for a PDF summary that shows my comments.] [Updated 22 May 2017: Go here for a 2017 post discussing another categories-of-contract-language issue raised by this contract.]

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.