Background Information

Google is licensing and/or hosting con tent for use in YouTube and other Google products and services. If your
organization is interested in participating in th is program , please verify that the Contact Information below is correct and
that the person listed is a qualified representative from your organization.

Effective Date
2009-02-1918:29 PST-US/Pacific (YYYY-MM-DD hh:mm )

Agreement
CONTENT HOSTING AGREEMEN T FOR FEDERAL ENTITtES

Thi s Content Hosting Agreement for Federal Entities ("the Agreement") is entered into by and between Google Inc., a
Delaware corporation , and its affiliates ("Google") and the government entity agreeing to the terms below ("Provider" ).
This Agreement will be effective as of the date Provider clicks the "Accepted and Agreed" button below (the "Effective
Date").

1. DEFINITIONS

"Confidential Information" is informati on disclosed by one party to the other party under this Agreemen t that is
marked as confidential information by the disclosing party.
"Google Services" means the YouTube Website and other Google websi tes, products and services.
"Playback Pages" are pages on the YouTube Website that stream, at no cost to the user, the selected Provider
Con tent.
"Provider Content" means the audio and audiovisual content and related meta data and materials provided to Google
by Provider via specified delivery means.
"Provider Site" is the Provider web site that (a) is maintained by Provider; (b) has a '.gov, '.mil , or '.fed. us domain
name; and (c) is located at a URL provided and expressly identified to Google as a Provider Site.
"White-Labeled Embed Player" has the meaning set forth in Secti on 3.3.
"YouTube Vid eo Pl ayer" is a media player that streams at no cost to the user the selected Provider Content via the
Google Services.
"YouTub e Web site" means the Google Service known as YouTube located at http://www.youtube.com. including
replacements or successor versions and international versions.

2. LICENSES

2.1 Prov id er Content. Provider grants to Google, on a non-exclusive basis, all the rights and licenses necessary, if
any, to host, cache, route , transmit, store , copy, distribute (including distribution through a download functionality),
perform, display , reformat, excerpt, analyze , and otherwise use Provider Content on the Google Services. Accordingly,
Google may (i) host the Provider Content on Google's servers; (ii) index Provider Content; (iii ) display, perform , and
distribute Provider Content on Google Services; (iv) distribute Provider Content through a download functionality ; and

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(v) make continuing improvements to Google Services. The foregoing includes all necessary licenses to use the
compositions and sound recordi ngs of any music included in the Provider Content in order to host, index , display,
perform, synchronize, and distribute Provider Content (except for the necessary rig hts and permissions for the public
performance in the United States of the musical composi tions embodied in Provider Content), and the right to modify
Provider Con tent solely to the extent technically necessary to index and display Provider Content. Provider
understands and agrees tha t Provider Con tent may be syndicated to Google affiliates and syndication partners via the
Google Services.

2.2 Brand Features License . Provider grants to Google a non-exclusive , limited , worldwide , royal ty-free right,
where applicable , to use any trademarks , trade names , domain names, designs and logos ("Brand Features") provided
by Provider in connection with Provider Content to fulfill Google's obligations under th is Ag reement. Google may also
use Brand Features in partner lists and presentations solely for the purpose of promoting the availability of Provider
Content in Google Services. Brand Features shall not be used to imply a direct endorsement by the Provider or the
Federal Government of YouTube , Google , or Google Services.

3. OBLIGATIONS

3.1 Del ivery , Hosting, Storage, Territorial Limitations . Provider will deliver Ihe Provider Conten t and associated
metadata pursuan t to specifica tion s provided by Google . Subject to the technical and con tent parameters of Google's
hosting policies and terms, Google will host, store , and serve Pro vider Content on the YouTube Website, through the
YouTube Video Player (including the White -Labeled Embed Player), and via other Google Services. Google will create
or enable Provider to create a channel on the YouTube Website that prominently displays Provider trademarks and
logos , if any, contains a collection of Provider Content , and may be designed by Provider using Google templates.
Provider may set limitations on distribution and display via the Google Services to Google's affiliates and syndication
partners, other than the YouTube Websi te. Google shall also provide Provider with the abili ty to specify territorial
limitations for streaming Provider Content. Google retains the right to place advertisements on and in connection with
the YouTube Video Player (including the White-Labeled Embed Player) and Google Services , except that Google will
not place graphic or in-video advertising for third party products or services or the Promoted Videos module on the
Playback Pages for Provider Content designated by Provider as "Track Only" through functionality made available by
Google. Provider shall not include any promotions , sponsorships, or oth er commercia l advertisements as part of
Provider Conten t. Provider shall not deliver to Google any Pro vider Content containing third party materials unless
Provider is a licensee of online distribution rights for the underl ying materi al or Provider otherwise has rights to use the
material (e.g. in accordance with "fair use" principles). If a third party provides Google with a claim of ownership of any
material contained within Provider Content, then : (a) the Provider Con ten t may be blocked from the YouTube Websi te
and the YouTube Video Player (including the White-Labeled Embed Player) and (b) if Provider disputes the Ihird party
claim, Provider will participate in an informal procedure administered by or on behalf of Google to reso lve the dispu te.
Notwithstanding the foregoing , nothing herein shall limit Provider's rights and remedies under applicable law against a
user with respect to any video in dispute.

3.2. Remova l. If Provider notifies Google or if Google determines that its use of Provider Content , or any part
thereof, may create liability for Google (including liability for infringement, libel and slander, or invasion of privacy) or
harm the integrity of Google's servers or th e Google Services, Google may stop displaying such con tent. In that
circumstance , or for any other reason , Provider may remove Provider Content through methods made available by
Google to remove the material from Google Services wi thin 48 hours. In the event that Provider Content continues
appearing on Google Services more than 48 hours after Provider has successfully initiated removal , Provider shall

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notify Google of the URL by sending an email to partner-takedownrequest@youtube.com or other addresses Google
may designate, and Google will use commercially reasonable efforts to remove the material from the Google Services
promptly, but no more than 20 days from confirmed receipt of such notice.

3.3 White -Labeled Embed Player. Google will provide Provider the means to display Provider Content on the
Provider Site through the "White-Labeled Embed Player," a customized YouTube Video Player that (a) will not contain
th e YouTube brand watermark; and (b) will not set persistent cookies until the White-Labeled Embed Player begins
playback of Provider Content. Provider may only use the Whi te-Labeled Player if (x) below the White-La beled Embed
Player, Provider prominen tly displays a link to language disclosing that a third party may be setting persistent cookies
upon playback of Provider Content; and (y) Provider strictly adheres to the technical requirements and instructions
provided by Google. Provider may not use the White-Labeled Embed Player in connecti on with any websi te other th an
the Provider Site. Provider acknowledges that, except as expressly set forth in this Agreement, Google uses persistent
cookies in connec ti on wi th the YouTube Video Player. To the extent any rules or guidelines exist prohibiting the use of
persistent cookies in connection with Provider Content applies to Google , Provider expressly waives those rul es or
guidelines as they may apply to Google.

4. Confidentiality. The parties shall not disclose to any third parties Confidential Information disclosed by one party
to the other under this Agreement. Each party shall protect Confidential Information by applying the same degree of
care used by the parties to protect their own confidential information. If any Confidential Information is required to be
produced by law, the noticed party will promptly notify the other party and , to th e extent allowed by law, cooperate to
obtain an appropriate protective ord er prior to disclosing any confidential informa ti on. Both parties agree Ihat ,
notwith standing any other provision of thi s Agreemenl, Provider may be bound by the Freedom of Information Act, 5
U.S.C. § 552, as well as other federal laws and regulations that may require disclosure of information , including
disclosure of the fact that an agreement is in place between the parties. Provider agrees that any disclosure of
information pursuant to the Freedom of Information Act or other law, regulation or compulsory process requiring
disclosure will not, to the extent lawfully permitted , include any Confidential Information. Any required disclosure by
Provider of documents that may con tain Google Confidential Information will be preceded by notice to Google in
accordance with applicable law, regulation and policy, including 5 U.S.C. § 552 and applicable agency rules.

5. REPRESENTATIONS AND WARRANTIES . Each party represents and warran ts that it has authority to enter into
the Agreement. Provider represen ts and warrants that (a) Provider has all rights necessary to grant licenses or rights
to use set forth in Section 2; and (b) to the extent Provider does not own the intellectu al property rights for any Provider
Content, that Provider Content is in the public domain and does not require a license for Google's use in accordance
wi th thi s Agreement.

6. PROVIDER LIABILITY. The liability of Provider and its obligations to Google resulting from any breach by
Provider of any of the provisions of this Ag reement or any claim arising from this Agreement will be determined under
th e Federal Tort Claims Act or other applicable Act of Congress.

7. DISCLAIMERS , LIMITATIONS OF LIABILITY, NO-COST NATURE OF AGREEMENT . Except for the express
warranties made by the parties in Section 5, the parties disclaim all warranties, express or implied , including any
implied warranty of merchantability or fitness for a particular purpose . Except for Provider's breach of its
representations and warranties in Section 5: (a) neither party will be liable 10 the other for indirect, consequential ,
special , punitive or exemplary damages or penalties arising from or rela ted to this agreement, and (b) neither party's
aggregate liability for any cause of action arising from or rela led to this agreement will exceed S50 ,OOO. The parties

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understand and agree that the Provider is not obligated to deliver Provider Content and reserves the right to remove
any or all Provider Content at its sole discretion . Nothing in this Agreement, in and of itself, obligates the Provider to
expend appropriations or incur financial obligations. The parties acknowledge and agree that none of the obligations
arising from this Agreement are con tingent upon the pa yment of fees by one party to the oth er.

8. TERMINA TION. (a) Either party may end this Agreement on 30 days written notice. All licenses, consents , and
rights to use granted in this Agreement will expire upon termination. (b) Sections 1, 4, 6, 7, 8(b) and 9 survive
termination .

9. MISCELLANEOUS . The parties to this Agreement are independent entities and nothing in this Agreement
creates an agency, partnership , or joint venture. Neither party may assign this Agreement to any third party, except to
its parent company or any majority owned subsidiaries, withou t the pri or written consen t of the other. This Agreemen t
sets forth the entire agreement between the parties and supersedes any prior or con temporaneous wri tten or oral
agreemen ts regarding its subject matter, including any clickthrough agreement not expressly incorporated into this
Agreemen t. (For avoidance of doubt, the parties agree that the execution of this Agreemen t does not constitute a
"clickthrough agreement."). This Agreement may only be amended upon written agreement execu ted by both parties.
Failure to enforce any provision of this Agreemen t will not be deemed a waiver. Provider will send any notices
hereunder in writing and to the attention of the Legat Depa rtm ent at Google at the address listed on the fi rst page of
this Agreement. If an y provision of this Agreement conflicts wi th applicable laws or adjudications, that provision will be
deemed elimina ted from the Agreement and the Agreement will remain in effect so long as the essenti al purpose can
stilt be achieved. This Ag reement will be governed by and interpreted and enforced in accordance with the laws of the
United States of America without reference to confli ct of laws. To the extent permitted by federal law, th e laws of the
State of California (excluding Californ ia 's choice of law rules) will apply in the absence of applicable federal law. This
Agreement may be executed in one or more coun terparts , each of which will be deemed an original and all of which ,
when taken together, wi ll consti tute a single instrument.

Signatory Information

Contracting Entity: U.S. General Services Administration

Uri:
Name : Martha A. Dorris
Ti tle : Deputy Associate Administrator
Email: ma rtha.dorris@gsa .gov
Address: 1800 F Streets, NW Washington, DC 20405
Coun try: United States
Phone: 202 501-0225
Fax: 2022080280

Accept Agreement

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Note: If you are accepting on behalf of your employer or another entity, you rep re sen t and warrant that you have
full legal authority to bind your employer or such entity to these terms and conditi ons. If you don't have the legal
authority to bind , please do not click the "Accepted and Agreed" button below .

By checking this box, I am accepting this Ag reement on behalf of the entity U.S. Genera l Services
Admin istration . I represent and warrant that (a) I have full legal authority to bind the entity to this Agreemen t,
(b) I have read and understand thi s Agreement, and (c) I agree to all terms and conditions of this Agreemen t
X on behalf of the entity that I rep resent.

Accepted and Agreed

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