United States of America v. Google LLC

Opinion

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

_________________________________________ ) UNITED STATES OF AMERICA et al., ) ) Plaintiffs, ) ) v. ) Case No. 20-cv-3010 (APM) ) GOOGLE LLC, ) ) Defendant. ) _________________________________________ ) _________________________________________ ) STATE OF COLORADO et al., ) ) Plaintiffs, ) ) v. ) Case No. 20-cv-3715 (APM) ) GOOGLE LLC, ) ) Defendant. ) _________________________________________ )

MEMORANDUM OPINION

I. INTRODUCTION

The age-old saying “the devil is in the details” may not have been devised with the drafting

of an antitrust remedies judgment in mind, but it sure does fit.

On September 2, 2025, the court issued a Memorandum Opinion (“Remedies Opinion”),

ECF No. 1435 [hereinafter Rem. Op.], following its determination that Defendant Google LLC

had maintained monopolies in the general search services and general search text advertising

markets through exclusive distribution agreements in violation of Section 2 of the Sherman Act.

See United States v. Google LLC, 747 F. Supp. 3d 1 (D.D.C. 2024). The Remedies Opinion recounted the case’s procedural history; made new findings of fact, particularly with respect to

emerging generative AI (“GenAI”) products; discussed the legal principles animating the court’s

decision; and determined the scope of remedies sufficient to “pry open” the markets closed by

Google’s antitrust violations. The court agreed that Google’s proposed prohibitory injunctions

were a start. Rem. Op. at 107. But it also held that, to be effective, the remedies should include

some of Plaintiffs’ proposed behavioral remedies, including disclosure of information about

Google’s search index, compelled sharing of certain user data, and forced syndication of search

results and search text ads, as well as a Technical Committee to assist Plaintiffs with their

enforcement efforts. The court rejected more severe proposals, such as the divestiture of Chrome,

mandated choice screens, and a complete payment ban, among others. Id. at 3–6.

The court then directed the parties to meet and confer and present a joint proposed final

judgment consistent with the Remedies Opinion’s findings and conclusions. See id. at 222–23.

That is when the devil reared its head. As has been true during much of this five-year-long

litigation, the parties continued to see eye-to-eye on little, even with the benefit of the Remedies

Opinion. They submitted two competing final proposed final judgments reflecting their respective

interpretations of the Remedies Opinion with accompanying briefs explaining their positions.

See Pls.’ Br. in Supp. of Pls.’ Final Proposed Final J., ECF No. 1442 [hereinafter Pls.’ Br.];

Pls.’ Br., Pls.’ Final Proposed Final J., ECF No. 1442-1 [hereinafter Pls.’ FPFJ]; Def. Google

LLC’s Br. in Supp. of Entry of its Proposed Final J., ECF No. 1441 [hereinafter Google’s Br.];

Google’s Br., App. to Google’s Br., ECF No. 1441-1 [hereinafter Google’s App’x]; Google’s Br.,

Def. Google LLC’s Proposed Final J., ECF No. 1441-2 [hereinafter Google’s FPFJ].

The parties convened before the court on October 8, 2025, for a hearing on those proposed

final judgments (“October 8th hearing”). See Tr. of Hr’g on Final J. Proceedings, ECF No. 1447

2 [hereinafter Hr’g Tr.]. A week later, Plaintiffs filed a Notice of Substitute Provisions offering

modified versions of certain provisions in their proposed prohibitory injunctions that purported to

reflect an updated understanding of the court’s Remedies Opinion. See Pls.’ Notice of Substitute

Provisions, ECF No. 1449 [hereinafter Pls.’ Suppl.]. Google responded a few days later.

See Def. Google LLC’s Resp. to Pls.’ Suppl., ECF No. 1451 [hereinafter Google’s Suppl.].

Having now heard hundreds of hours of testimony, reviewed thousands of pages of exhibits

and briefing, and considered all the relevant law and authorities across both the liability and

remedies phases, the court at long last enters the Final Judgment against Google. While the

Remedies Opinion broadly established the court’s remedy-specific conclusions of law, the court

now explains with more granularity the reasons for adopting, rejecting, or modifying the specific

provisions of the parties’ most recent proposed final judgments. See United States v. Microsoft

Corp. (Microsoft III), 253 F.3d 34, 103 (D.C. Cir. 2001) (en banc) (holding that the district court

must “provide an adequate explanation for the relief . . . ordered” and “explain[] how its remedies

decree would accomplish [the] objectives” of antitrust remedies established by the Supreme

Court); cf. Verizon Commc’ns Inc. v. Law Offs. of Curtis V. Trinko, LLP, 540 U.S. 398, 415 (2004)

(“No court should impose a duty to deal that it cannot explain or adequately and reasonably

supervise.” (citation omitted)).

Rather than regurgitate the whole of the Remedies Opinion or scrutinize every word of the

parties’ proposals, this opinion highlights the parties’ major disagreements and explains how the

court resolves them in the Final Judgment. For completeness, the court also includes an Appendix

identifying the finer differences between the parties’ proposals and the language the court

ultimately adopts.

3 II. GENERAL PRINCIPLES

The court starts with three preliminary points. First, in their briefs and at the October 8th

hearing, the parties repeatedly offered as a basis for advancing their positions that, by deciding in

the Remedies Opinion to impose or modify a certain remedy, the court had “adopted” text from

the party’s proposed final judgment, or that their proposed provisions “track” the Remedies

Opinion while the other’s depart. See, e.g., Hr’g Tr. at 21:13-17; id. at 41:18–42:10; Pls.’ Br. at

11–12, 28–29; Google’s Br. at 10, 13, 15. Such arguments rest on an incorrect assumption. As

emphasized at the hearing, to the extent the court “adopted” anything offered by a party, it was a

proposed remedy as a general concept, not the text offered to define it. Hr’g Tr. at 21:18–22:3.

“It is a federal court’s judgment, not its opinion, that remedies an injury.” Haaland v. Brackeen,

599 U.S. 255, 294 (2023). The court exercises its remedial authority in this case through the Final

Judgment; the Remedies Opinion and the one at hand merely explain the exercise of this authority.

See Franklin v. Massachusetts, 505 U.S. 788, 825 (1992) (Scalia, J., concurring); cf. Trump v.

CASA, Inc., 606 U.S. 831, 930 n.3 (2025) (Jackson, J., dissenting).

Second, the court reiterates the scope of its remedial authority. “The remedy in a Section 2

enforcement action ‘must seek’ to ‘unfetter a market from anticompetitive conduct,’ ‘deny to the

defendant the fruits of its statutory violation, and ensure that there remain no practices likely to

result in monopolization in the future.’” Rem. Op. at 58 & n.3 (quoting Microsoft III, 253 F.3d at

103). Supreme Court precedent “uphold[s] equity’s authority to use drastic measures to achieve

freedom from the influence of the unlawful restraint of trade,” as long as such measures

“reasonably tend[] to dissipate the restraint and prevent evasions.” United States v. Bausch &

Lomb Optical Co., 321 U.S. 707, 726 (1944). But the “[m]ere existence of an exclusionary act

4 does not itself justify full feasible relief against the monopolist to create maximum competition.”

Microsoft III, 253 F.3d at 106 (citation omitted); see also Rem. Op. at 62–63.

Though these broad principles framed the court’s task, the evidence (or lack of it) was the

key to deciding whether to adopt or reject a proposed remedy. After all, “[t]here can be no remedy

absent a factual basis to support it.” Rem. Op. at 119. The court considered and rejected proposed

remedies that could not be sufficiently justified by evidence. See, e.g., id. at 119–28 (rejecting a

payment ban because of anticipated harms to third parties); id. at 164–68 (declining to require

Ads Data–sharing because Plaintiffs did not offer sufficient evidence as to how it would increase

competition in the general search text ads market); see also id. at 128 n.14 (declining to consider

a partial payment ban because of a lack of evidence). The court continues to be guided by the

evidence in fashioning the specific terms of the Final Judgment.

Finally, “it is well settled that once the Government has successfully borne the considerable

burden of establishing a violation of [antitrust] law, all doubts as to the remedy are to be resolved

in its favor.” United States v. E. I. du Pont de Nemours & Co., 366 U.S. 316, 334 & n.18 (1961)

(first citing Bausch & Lomb, 321 U.S. at 726; then citing Loc. 167 of Int’l Bhd. of Teamsters v.

United States, 291 U.S. 293, 299 (1934)). Plaintiffs in this case have successfully borne this

burden. See Google, 747 F. Supp. 3d at 32. Where any doubts remained after considering the

evidence and the parties’ positions, the court has deferred to Plaintiffs as to the appropriate

remedial terms. See also Rem. Op. at 60 (citing 3 PHILLIP E. AREEDA & HERBERT HOVENKAMP,

ANTITRUST LAW ¶ 653f (5th ed. & Supp. 2025) [hereinafter AREEDA & HOVENKAMP] (“[A]ny

plausible doubts should be resolved against the monopolist.”)); id. at 66 n.4 (citing 3 AREEDA &

HOVENKAMP ¶ 650a(2)(B) (“[I]t is always appropriate to deprive the defendant of the continuing

5 benefits of past misbehavior. In devising the ‘tailored’ remedies for this purpose, reasonable

doubts will ordinarily be resolved against the defendant.”)).

With this understanding, the court now turns to those terms. The court begins by

addressing several definitions that are fundamental to the reach and effect of the Final Judgment.

It then turns to the prohibitory injunctions and required data-sharing and syndication remedies.

The court concludes by explaining how the Final Judgment will be enforced, in particular the

Technical Committee’s operations and the court’s retention of jurisdiction. The provisions not

addressed in this opinion can be found in the Appendix.

III. DEFINITIONS

A. GenAI-Related Terms

GenAI plays a significant role in these remedies. As a refresher, between the liability and

remedies phases, GenAI burst on to the scene as a formidable nascent threat to general search

engines (GSEs). Rem. Op. at 2; see also id. at 99 (“[T]here is ample evidence that GenAI chatbots

grounded in general search perform an information-retrieval function that is similar to GSEs.”).

The remedies phase thus became “as much about promoting competition among GSEs as ensuring

that Google’s dominance in search does not carry over into the GenAI space.” Id. at 2; see also

id. at 106–07 (“GenAI products have emerged as a competitive threat to the traditional GSE, and

Google cannot be permitted to leverage its dominance in general search to the GenAI product

space.”).

The court determined that GenAI products and companies should be included in the

remedies insofar as GenAI products and GSEs share the capacity to “fulfill a broad array of

informational needs.” Id. at 99–101; see also id. at 45–46 ¶ 66. The court rejected Google’s

insistence that GenAI products should be excluded because they were outside the relevant markets

6 or untethered to Plaintiffs’ theory of liability. See id. at 101. Expanding the scope of the remedies

to include GenAI, the court held, was both within the court’s authority and appropriate to ensure

that Google’s illegal conduct could not reverberate into that emerging market. Id. at 101–02 (citing

New York v. Microsoft Corp. (New York I), 244 F. Supp. 2d 76, 128–29, 193 (D.D.C. 2002)).

Despite this, the parties maintain drastically different understandings of how a GenAI

product should be defined for purposes of the Final Judgment. Plaintiffs would have “GenAI

Product” mean “any application, software, service, feature, tool, functionality, or product that

involves or makes use of Generative AI capabilities or models.” Pls.’ FPFJ § IX.J. Google offers

no similar umbrella definition. Rather, in an effort to narrow the universe of GenAI products swept

into the Final Judgment, it offers several different terms referring to discrete GenAI products or

categories of products that have among their “principal functions answering information-seeking

prompts across a wide variety of topics using a broad range of publicly available information.”

See Google’s FPFJ § IX.K, L, Y, Z.

The court adopts Plaintiffs’ definition of “GenAI Product” with Google’s specification that

a GenAI Product, for purposes of this decree, have “among its principal functions answering

information-seeking prompts across a wide variety of topics using a broad range of publicly

available information.” See Final J., ECF No. 1462 [hereinafter FJ], § IX.J.

Google’s discrete terms are too narrow. Taken together, they have the potential to exclude

Google GenAI products beyond Google Gemini and Google Assistant or any product that is not

strictly “a user-facing mobile software application . . . that makes use of generative AI capabilities

or models.” See Google’s FPFJ § IX.K, L; see also Pls.’ Br. at 28–29.

But Plaintiffs’ proposed definition is exceedingly broad. The parties’ shared definition of

“GenAI” (as opposed to “GenAI Product”) is “a type of artificial intelligence that creates new

7 content including but not limited to text, images, code, classifications, and other media using

machine learning models.” See Pls.’ FPFJ § IX.I; Google’s FPFJ § IX.H; see also Rem. Op. at 17

¶ 2. Products that “involve[] or make[] use of [such] capabilities or models” encompass a near

infinite swath of industries and products having nothing to do with GSEs or the illegal conduct at

issue. See Google’s Br. at 2–5.

GenAI products and companies were expressly included in the Final Judgment because of

the growing integration of GenAI into search products. See Rem. Op. at 19 ¶ 6. But search and

GenAI are not completely interchangeable. See Remedies Hr’g Tr., ECF Nos. 1393–1420

[hereinafter Rem. Tr.], at 21:2-5 (Opening Arg.) (Plaintiffs’ counsel acknowledging that search

and GenAI “are different but overlapping products” and that GenAI “is not a replacement for

[s]earch today”); Rem. Op. at 43 ¶ 63. At least for now, GSEs and GenAI products have use cases

not shared by the other. See Rem. Op. at 44 ¶ 65. Narrowing Plaintiffs’ definition to products that

have “among [their] principal functions answering information-seeking prompts across a wide

variety of topics using a broad range of publicly available information” better fits the purpose of

including GenAI products within the remedial scheme.

Plaintiffs themselves acknowledge that the court “was clear that the final judgment shall

extend to any GenAI Product with the ‘capacity to fulfill a broad array of informational needs.’”

Pls.’ Br. at 28–29 (quoting Rem. Op. at 100). Yet in the same breath, they argue that “Google’s

attempt to restrict what GenAI Products are covered by the final judgment based on their form or

‘principal function’ . . . excludes relevant Google GenAI Products from the final judgment [and]

ignores any possibility that nascent GenAI competitors may disrupt Google’s market dominance

through future innovations.” Id. at 29. Although Plaintiffs stated later that it was “not [their]

intention” to sweep in GenAI technologies such as those powering non-information-retrieval

8 functions in Google products like Photos, Gmail, or Drive, Hr’g Tr. at 114:5–115:9; see Google’s

Br. at 2–3, their proposal unequivocally does so.

For these reasons, the court has adopted the definition of “GenAI Product” described

above.1 See FJ § IX.J. The modification makes adopting Plaintiffs’ definition of “Third-Party

GenAI Product” appropriate. See FJ § IX.CC; Pls.’ FPFJ § IX.FF. The court also adopts

Plaintiffs’ definition of “Google GenAI Product.” See FJ § IX.N; Pls.’ § IX.N. Finally, the court

adopts Google’s definition of “Google Assistant Application,” as Plaintiffs’ addition of “and . . .

any Google GenAI Product” would have swallowed the rest of the definition into a nullity.

See FJ § IX.M; Pls.’ FPFJ § IX.M; Google’s FPFJ § IX.K.

B. “Qualified Competitor” and “Competitor”

Because the data-sharing and syndication remedies are designed to directly benefit

potential competitors in the relevant markets, it is necessary to define which emerging or extant

competitors are eligible to enjoy them—that is, to determine who is a “Qualified Competitor.”

To start, the court has adopted Plaintiffs’ version of “Competitor.” See FJ § IX.E. The

parties’ proposed definitions are not so far off, but Google’s includes several qualifications.

Compare Pls.’ FPFJ § IX.E, with Google’s FPFJ § IX.D. Plaintiffs’ version is simpler and reflects

the court’s directive to include GenAI; the court did not intend to broaden the definition of a

Competitor to then narrow it again in unnecessary ways. See Rem. Op. at 103–04 & n.8.

The parties agree that a Qualified Competitor should meet certain data security standards,

agree to regular data security and privacy audits, not pose a risk to the national security of the

United States, and make a sufficient showing of a plan to invest and compete in or with the GSE

1 The court sees no material distinction between the definition of “GenAI Product” it has adopted and Plaintiffs’ suggestion that their definition of “GenAI” should be left intact with their definitions of “Google GenAI Product” and “Third-Party GenAI Product” limited only to those products that can “fulfill a broad array of informational needs.” Hr’g Tr. at 115:5-20.

9 and/or Search Text Ads markets.2 See Pls.’ FPFJ § IX.W; Google’s FPFJ § IX.T. These criteria

will ensure that the data-sharing and syndication remedies fulfill their intended purpose of

increasing competition in the relevant markets. See Rem. Op. at 129–36, 170–71.

The biggest disagreement among the parties concerns Google’s proposal that a Qualified

Competitor not only be initially certified as one but also annually recertified on those same criteria.

See Google’s FPFJ § IX.T. Google points out that, because Qualified Competitors will be given

an enormous quantity of valuable rights and data, “the incentives for mischief . . . will be

enormous.” Hr’g Tr. at 26:13-18. Google reasons that bad actors that are initially certified as

Qualified Competitors could easily abandon a previously demonstrated “plan to invest and

compete in or with” the relevant markets and potentially pose privacy and security risks or simply

become a white label of Google. Id. at 26:13–28:4. In the absence of a recertification requirement,

Google contends, the remedies could incentivize harmful or even anti-competitive behavior or

allow it to escape detection.

Plaintiffs object to the recertification requirement as “unnecessary red tape.” Id. at 22:5-

7. Although they agree that a Competitor that abandons its plans to compete should be decertified,

Plaintiffs argue that obvious, established contenders like Microsoft’s Bing should not be subject

to a yearly burden to continue to benefit from the remedy. Id. at 22:5-8. Putting up annual

roadblocks burdening all Qualified Competitors rather than calling out Qualified Competitors on

an individual basis “when there’s suspicion” is, to Plaintiffs, an example of a “red-tape hoop” that

Qualified Competitors must jump through that will delay getting “to a world where there’s

competition.” Id. at 25:4-11, 37:6-23.

2 The court expressly revised the language “plan to invest and compete in” to “plan to invest and compete in or with” the relevant markets. See Rem. Op. at 103–04 (emphasis added). Google’s FPFJ does not reflect this revision. See Google’s FPFJ § IX.T (“plan to invest and compete with”). The court assumes this was error.

10 The court agrees with Google that an annual recertification requirement is prudent. The

court shares Google’s concern about companies initially certified as Qualified Competitors who

might abandon their professed intent to compete and improperly take advantage of data releases

or other remedies. See id. at 23:2–24:12. Some companies that already compete or have

maintained their intent to compete in the relevant markets, such as Microsoft, DuckDuckGo, and

OpenAI, will face no “red tape” in getting recertified. For new market participants, requiring them

to make an annual showing of their continued intent to compete with Google should not prove to

be overly burdensome.

Plaintiffs advance an audit procedure as an alternative to a recertification requirement. Id.

at 25:4-11. But audits are conducted in hindsight, not with foresight. By the time a reason to

initiate an audit arises, the mischief has likely already occurred, potentially with enormous

consequences not only for Google but for its users whose data may be shared with a Qualified

Competitor gone rogue. And Plaintiffs’ suggestion that Qualified Competitors warranting

decertification will be readily noticeable from their market activities (or lack thereof) suffers from

the same infirmity. See id. at 24:16-25. By the time mischief’s effects are felt in the market, it

may be too late. To arrive at a “world where there’s competition,” the remedies must ensure that

their purpose is effected through the entirety of the judgment period. An annual recertification

requirement is a relatively simple prophylactic measure to keep bad actors from escaping

detection. The court trusts that the Technical Committee and Plaintiffs will establish a

recertification process that is neither difficult nor burdensome. See id. at 27:10-14.

Finally, Google would put the burden on the court to determine, sometimes in consultation

with the Technical Committee, whether a Competitor meets the required data security standards,

poses a national security risk to the United States, and has made a sufficient showing of a plan to

11 compete in or with the relevant markets. See Google’s FPFJ § IX.T. Though Plaintiffs have

hedged on this point, see infra Section VIII, the Final Judgment is enforced by Plaintiffs.

See Massachusetts v. Microsoft Corp., 373 F.3d 1199, 1243 (D.C. Cir. 2004) (“[U]ltimately the

power to enforce the terms of the decree rests with the government.” (quoting United States v.

Microsoft Corp. (Microsoft IV), 231 F. Supp. 2d 144, 198 (D.D.C. 2002))); see also Pls.’ Br. at

21–24. And the Technical Committee exists to serve Plaintiffs in that effort. See Massachusetts,

373 F.3d at 1244; see also In re Google Play Store Antitrust Litig., 147 F.4th 917, 954 (9th Cir.

2025) (establishing a Technical Committee to “provide[] a process to review and resolve inevitable

disputes between the parties—ideally without further need for judicial intervention”).

As Google often emphasized in its remedies-phase briefs, “courts should never aspire to

the role of central planners and must be sensitive to the possibility that the continuing supervision

of a highly detailed decree could wind up impairing rather than enhancing competition.” Def.’s

Proposed Conclusions of L., ECF No. 1347, at 10 (internal quotation marks omitted) (quoting

Nat’l Collegiate Athletic Ass’n v. Alston, 594 U.S. 69, 102–03 (2021)). The court therefore adopts

Plaintiffs’ version, whereby those determinations are made by Plaintiffs, in consultation with the

Technical Committee. See FJ § IX.V; see also infra Section VIII.

C. “Device”

Google proposes that a “Device” covered by the Final Judgment exclude devices running

on the ChromeOS operating system.3 Google’s FPFJ § IX.F. It points out that “Plaintiffs never

challenged agreements with companies that manufacture Chromebooks, let alone established that

those agreements harm competition” and that the court rejected Plaintiffs’ proposed self-

preferencing ban. Google’s Br. at 7–8 (citing Rem. Op. at 216–17). Google also contends that

3 Google adopted the term “Covered Device” while Plaintiffs use “Device.” Compare Pls.’ FPFJ § IX.H, with Google’s FPFJ § IX.F. The court opts to use “Device.” See FJ § IX.H.

12 placing conditions on the distribution of Chrome could not be achieved with respect to devices

running on ChromeOS because “the Chrome browser is the UI [user interface] for . . . a ChromeOS

device or Chromebook.” Id. at 8 (quoting Rem. Tr. at 3892:17-20 (Samat) (alteration in original)).

In fact, Chrome and ChromeOS are so integrated that Google has not yet been able to separate

them. Id. (citing Rem. Tr. at 2611:6-23 (Nieh)).

The court finds this reasonable. Plaintiffs insist that allowing Google to exclude

ChromeOS-based devices would permit it to enter “nakedly exclusive” agreements with

manufacturers of ChromeOS devices. See Pls.’ Br. at 26–27; Hr’g Tr. at 117:24–118:8. The court

does not share Plaintiffs’ concern. Exclusive distribution of Chrome by a manufacturer of a

ChromeOS device is not the kind of anticompetitive agreement that has been at issue in this case.

Unlike distribution on Android or Apple devices or on a third-party browser, Chrome is a necessary

component of a ChromeOS device. And although Google Search is the default search engine on

Chrome, the court previously rejected a self-preferencing ban in part because Plaintiffs never

pursued a theory of liability based on this fact. Rem. Op. at 216–17. Without a factual basis to

support restricting exclusive distribution of Chrome on ChromeOS devices, the court cannot order

Google be enjoined from entering into such agreements. Cf. Google, 747 F. Supp. 3d at 152

(“[E]xclusive agreements are not condemned per se by the antitrust laws, even if they involve a

dominant firm.”). The court also finds it reasonable to exclude ChromeOS-based devices from the

remedies altogether, rather than, as Plaintiffs suggest, identifying individual provisions from which

they are carved out. Hr’g Tr. at 117:19–118:8.

“Device” will thus expressly exclude “any device on which the ChromeOS operating

system or a successor to the ChromeOS operating system is installed.” See FJ § IX.H. Plaintiffs’

definition is otherwise consistent with the court’s interpretation of the part of Google’s remedies

13 that proposed optionality as to the default GSE on a given access point on a device-by-device basis.

See Pls.’ FPFJ § IX.H (“‘Device’ or ‘device’ means any single smartphone, tablet, laptop, or

desktop. For clarity, any two devices are different devices, even if they are the same make and

model (e.g., two Samsung Galaxy S25s are two devices; two Apple iPhone 16 Pros are two

devices).”); Rem. Op. at 105. This definition ensures that optionality will exist at the level of the

individual device. See Pls.’ Br. at 27.

D. “Google”

Finally, a few words on the definition of “Google.” The parties have addressed the court’s

previous concern about the breadth of Plaintiffs’ originally proposed definition, see Rem. Op. at

221–22, by cabining it to those people or entities “controlling or overseeing Google Search

(including syndicated products), Search Text Ads (including syndicated products), the Chrome

Browser Application, the Google Search Application, the Google Assistant Application, and any

related Google GenAI Product.” See Pls’ FPFJ § IX.L; Google’s FPFJ § IX.J.

The court adopts Plaintiffs’ final proposed definition, which includes Google’s “affiliates,

partnerships, and joint ventures” and is written with an eye towards preventing Google from simply

moving its anticompetitive conduct to a sister company. See Pls’ FPFJ § IX.L. To this, the court

also adds: “For clarity, the term ‘affiliates’ includes any Alphabet, Inc.–related entity that controls

or oversees the aforementioned products.” See FJ § IX.L. This definition will capture Alphabet

subsidiaries like DeepMind that are separate from Google but work with it to develop Google

products relevant for purposes of these remedies. See Hr’g Tr. at 123:5-23; see also Rem. Tr. at

625:1–626:3 (Hsiao); id. at 3341:8-21, 3348:7-22 (Collins). Google should not be able to avoid

the terms of the Final Judgment by how Alphabet chooses to organize itself.

14 IV. PROHIBITORY INJUNCTIONS

The court previously acknowledged that Google’s proposed prohibitory injunctions were

a good starting place to remedy its illegal conduct. Rem. Op. at 104. But they did not alone go

far enough, either as a class of remedies or as injunctive relief itself.

As injunctive relief, Google’s proposals addressed the core of its anticompetitive

conduct—its exclusive distribution agreements. See Google, 747 F. Supp. 3d at 32–33. The

proposed provisions broadly would have offered Google’s distribution partners more flexibility to

contract with companies other than Google for search and search-related products. Rem. Op. at

105–06. The court agreed that Google should indeed be barred from entering into those exclusive

agreements, but also added that (1) like Browser Developers, original equipment manufacturers

(OEMs) and wireless carriers should be given the opportunity to set a different GSE at various

search access points across different devices on an annual basis; (2) Browser Developers should

expressly be permitted to promote any Third-Party General Search Service or Third-Party GenAI

Product; and (3) Google should not be permitted to contract with Apple to exclusively distribute

any Google GenAI product either in any Safari mode or on any Apple mobile or desktop device.

Id. at 110–11.

In their final proposed final judgments, the parties presented slightly different versions of

Google’s originally proposed provisions reflecting different understandings of the court’s

instructions and holdings. The major disagreements here are whether (1) Google GenAI Products

should be subject to lesser restrictions; (2) prohibited conditioning of one Google product on a

partner’s acceptance of another product is limited to actual agreements; (3) distribution contracts

must terminate after one year; and (4) provisions applicable to Browser Developers and Apple

should be different from those applicable to Android devices.

15 A. Effect of Inclusion of GenAI

Google appears for the most part to have heeded the court’s ruling that GenAI be

incorporated into the remedies generally, see id. at 99–104, and that it be written into certain

provisions specifically, see, e.g., id. at 111. See generally Google’s FPFJ § III. But its proposed

text includes a semantic head fake to afford greater flexibility for distributing its GenAI products.

For example, Google broadly proposes being barred from conditioning the licensing of “Google

Play or any other Google software application” on the distributing, preloading, placing,

displaying, using, or licensing of the Google Search or Chrome applications. Id. § III.A–B

(emphasis added). This prohibition would prevent Google from, say, tying distribution of Google

Maps to a partner’s acceptance of Search or Chrome. But Google proposes dropping the “any

other Google software application” language when it comes to distributing its GenAI products.

Google would bar itself from conditioning the licensing of only “the Google Search Application,

the Chrome Browser Application, or Google Play” on the distributing, preloading, placing,

displaying, using, or licensing of its GenAI products, including Gemini and Google Assistant. Id.

§ III.C–D. In other words, under Google’s proposal, it could say to a partner, “We’ll license

Google Maps but only if you also distribute Gemini.” Google employs similar methods of relaxing

restrictions that would otherwise prevent it from entering exclusive agreements in other provisions

about GenAI. Compare, e.g., Google’s FPFJ § III.H–I, with id. § III.J; id. § III.L–M, with id.

§ III.N.

Google defends this subtle yet material distinction by arguing that GenAI was “not part of

Plaintiffs’ theory of liability or the Court’s liability determination” either with respect to Google’s

conduct or its products. See Google’s Br. at 11. Provisions that regulate the licensing of Google

GenAI products or revenue-share agreements (RSAs) pertaining to such products should be

16 narrower than parallel provisions for Search or Chrome, Google insists, because the former are

“forward-looking provisions” where the court’s “discretion is necessarily less broad,” and a

broader remedy creates the “danger of imposing restrictions that prevent the defendant from

forging new routes to serve consumers.” Id. at 10–12. Accordingly, Google believes it should be

able “to retain the right to condition, for example, the Google Maps and YouTube apps on the

exclusive distribution of Google GenAI and Google Assistant,” because none of these products

are “monopoly products.” Hr’g Tr. at 59:4–62:18; see also Pls.’ Br. at 5.

Adopting Google’s proposal would be self-defeating. See Rem. Op. at 62 (“Antitrust

actions would be ‘futile exercise[s]’ indeed ‘if the Government prove[d] a violation but fail[ed] to

secure a remedy adequate to redress it.” (alterations in original) (quoting E. I. du Pont, 366 U.S.

at 323)). To repeat once more, Google cannot be permitted to replay its illegal conduct with its

GenAI products. Google’s arguments have for the most part already been considered and rejected

by the court. See id. at 99–104.

It is simply not true that the injunctive relief must be so tightly shrink-wrapped around the

exact contours of liability. See Nat’l Soc’y of Pro. Eng’rs v. United States (NSPE), 435 U.S. 679,

698 (1978) (affirming injunctive relief that went “beyond a simple proscription against the precise

conduct previously pursued”); accord 3 AREEDA & HOVENKAMP ¶ 653f (“[I]njunctive relief must

be tailored with sufficient breadth to ensure that a certain ‘class’ of acts, or acts of a certain type

or having a certain effect, not be repeated.”). As Google recognizes, see Google’s Br. at 11, the

court can also enjoin “‘practices connected with acts actually found to be illegal,’ including

practices ‘which are of the same type or class as unlawful acts,’” Rem. Op. at 60 (first citing United

States v. U.S. Gypsum Co., 340 U.S. 76, 89 (1950); then citing Zenith Radio Corp. v. Hazeltine

Rsch., Inc., 395 U.S. 100, 132 (1969)). Employing “the same anticompetitive playbook for its

17 GenAI products that it used for Search,” id. at 99, would surely be within the same type or class

as Google’s unlawful exclusionary acts with respect to Search.

At the October 8th hearing, Google contended that it should be permitted to condition its

GenAI products in the same way that, for example, Microsoft has been conditioning distribution

of its GenAI product, Copilot, on other applications “given the nascent nature of the market and

given the level and the degree of competition” and because “Google doesn’t have market power

in Gemini.” Hr’g Tr. at 61:5–64:5; see also Google’s Br. at 13. The court is unpersuaded.

Besides the representation made by counsel at the hearing, no evidence has been presented

that Microsoft in fact conditions distribution of Copilot on other applications, or that any other

company does so with their respective GenAI products. See Rem. Op. at 217 (finding that

Microsoft has integrated Copilot into Edge and Bing, but not that Microsoft bundles Copilot with

other applications). Even if they did, the point of these remedies is not to ensure that Google

maintains parity with competitors—it is to ensure that others can effectively compete in these

markets. Cf. Massachusetts, 373 F.3d at 1231 (Section 2 remedies must “restor[e] conditions in

which the competitive process is revived.”); 3 AREEDA & HOVENKAMP ¶ 650a(2)(D).

Moreover, Google’s argument that it should not be prevented from pursuing creative

licensing regimes with its GenAI products because of its relative lack of power in that market is

unconvincing. Remedies need not be strictly limited to “monopoly products” or even products for

which the monopolist has any leverage in the market. The New York I court recognized this when

it approved the inclusion of new technologies that “ha[d] the capacity to function in a manner

similar to that of” the middleware that was the focus of liability in the remedies decree.

224 F. Supp. 2d at 129. And the D.C. Circuit affirmed that decision. See Massachusetts, 373 F.3d

at 1204. Even Google’s own proposed provisions, by their own terms and by Google’s

18 characterization, include products not at issue in liability or for which findings of fact about market

power were never established. See Google’s FPFJ § III.A–B (referring to “Google Play or any

other Google software application” (emphasis added)); Google’s Br. at 11. Google acknowledges

that even those products would fall within the court’s authority to enjoin other conduct “of the

‘same type or class’ as the violations.” Google’s Br. at 11 (citation omitted).

To be certain, the D.C. Circuit has cautioned that when “adopting a forward-looking

provision,” the court’s “discretion is necessarily less broad because . . . it is in danger of imposing

restrictions that prevent the defendant from forging new routes to serve consumers.”

Massachusetts, 373 F.3d at 1224. But that discretion is not so constricted that it prohibits the court

from imposing remedies to prevent the same unlawful conduct from occurring again in a

meaningfully overlapping context. See id. at 1233 (“The district court certainly did not abuse its

discretion by adopting a remedy that denies Microsoft the ability to take the same or similar actions

to limit competition in the future rather than a remedy aimed narrowly at redressing the harm

suffered by specific competitors in the past.”).

In sum, the court declines to accept the relaxed injunctive relief Google proposes with

respect to GenAI products. Those provisions related to such products shall be parallel to the

provisions related to non-GenAI Google products in the way that Plaintiffs propose.4 See FJ

§ III.A–D, H–J, M.

4 Google also characterizes the court’s description of its recent Gemini Commercial Agreement with Samsung as “recogniz[ing] this distinction” between GenAI and non-GenAI products with respect to access-point optionality. See Google’s Br. at 12–13 (discussing Rem. Op. at 50–56). The court simply described these agreements to demonstrate that the liability decision was already influencing the way Google was contracting with its partners, see Rem. Op. at 107, not to define the scope of the Final Judgment when it comes to the distribution of GenAI products.

19 B. Scope of Prohibited Conditioning

The parties appeared to agree throughout the remedies phase about the constraints on

Google’s ability to condition the distribution of one piece of software on another. See Rem. Op.

at 106. Apparently, not so.

Google’s proposed injunctive relief prevents it from entering or maintaining agreements

that contain an express conditioning term. But Plaintiffs’ proposals ban conditioning altogether,

regardless of whether it has been memorialized in an agreement. Compare Google’s FPFJ § III.A–

J (“Google shall not enter or maintain any agreement . . . that conditions . . . .”), with Pls.’ FPFJ

§ III.A–J (“Google shall not condition . . . .”).

Plaintiffs urge acceptance of their version to prevent Google from not only entering into

agreements that contain an express conditioning term, but also declining to enter agreements that

would not. Pls.’ Br. at 3. They allege that “[i]n a meeting, Google confirmed that . . . Google

intends to reserve the right to conditionally refuse to license the Play Store based on whether the

device manufacturers opt to distribute Google Search–related products.” Id. Google emphatically

denies having made this representation, Hr’g Tr. at 54:1–56:10, but still defends its proposed

language on the basis that “Plaintiffs did not establish, and the Court did not find, that Google

engaged in any ‘conditioning’ that did not involve an agreement,” see Google’s Br. at 9–10, and

that Plaintiffs’ proposed language invites potential misinterpretation by partners, see Hr’g Tr. at

56:11-16.

The court has already explained that injunctive relief need not be surgically drawn around

the exact contours of liability. See supra Section IV.A. But more to the point, conditional refusals

to deal are as pernicious as conditional deals committed to writing. Cf. OJ Com., LLC v. KidKraft,

Inc., 34 F.4th 1232, 1247 (11th Cir. 2022) (“Conditional refusals to deal—i.e., one firm unilaterally

20 refusing to deal with another firm unless some condition is met—and exclusive dealing [are]

synonymous.” (cleaned up)); BRFHH Shreveport, LLC v. Willis-Knighton Med. Ctr., 49 F.4th 520

(5th Cir. 2022) (“[C]onditional refusals to deal are functionally equivalent to exclusive-dealing

arrangements.” (citing OJ Com., 34 F.4th at 1247)); United States v. Dentsply Int’l, Inc., 399 F.3d

181, 193 (3d Cir. 2005) (analyzing exclusionary business practices as if they were exclusive

agreements because such practices were “as effective as those in written contracts”). A prohibition

on Google’s anticompetitive conduct would be fundamentally flawed if, for example, Google were

prohibited from entering into an agreement that expressly conditions the licensing of the Play Store

on the distribution of Search but were permitted to decline a request to license Google Play because

the partner would not preinstall Search on its devices. See Pls.’ Br. at 3. After all, this court must

“end the illegal conduct and . . . make every effort to protect against conduct of the same type or

class.” New York I, 224 F. Supp. 2d at 189.

Plaintiffs’ language is not impermissibly vague, as Google suggests. Google’s Br. at 10.

It is straightforward: Google shall not condition. Google protests that “Plaintiffs have not

explained whether the act of ‘condition[ing]’ purportedly could reach even a trivial statement by

a single Google employee that does not result in an actual agreement,” Google’s Br. at 10, and that

it is at risk of being brought into a contempt proceeding over a potential misunderstanding during

negotiations, Hr’g Tr. at 56:9-16. These concerns are overstated. The court is confident that

“trivial” statements will not result in contempt proceedings and that if there is a non-trivial

allegation of breach, the Final Judgment’s enforcement procedures will provide an adequate path

to resolution. See generally FJ § VII.

Google swears that “there’s not going to be any conditioning of the type” and that it is

“100 percent certain that [the court] would find that to be a violation of the decree, and that [it]

21 will not take place.” Hr’g Tr. at 57:1-4. Then it should have no problem with a decree that

expressly prohibits “any conditioning of the type.” The court therefore adopts Plaintiffs’ language

that “Google shall not condition.” See generally FJ § III.

C. Annual Termination

At the liability phase, the court determined that “[t]he lack of flexibility for partners to exit

the distribution agreements reinforces their foreclosure effect.” Google, 747 F. Supp. 3d at 158.

This lack of flexibility came from both the agreements’ durations and the fact that they were not

easily terminable. Id. The court thus approved of provisions giving Browser Developers, OEMs,

and wireless carriers an annual opportunity to reset the search product at different access points

across different devices. Rem. Op. at 110–11.

Google believes that multi-year agreements with a right to opt out annually without

termination fees offer sufficient flexibility. In fact, it argues, a multi-year agreement with annual

opt-outs would increase the contracting options for partners, including opting out of their

agreements after one year, if they wish. Google’s Br. at 14; Hr’g Tr. at 74:19–75:5. Google insists

that partners want these choices and that providing them will foster greater competition. Hr’g Tr.

at 75:6-13.

Plaintiffs see it differently. They urge that an applicable agreement must “terminate[] no

more than one year after the date it is entered.” Pls.’ FPFJ § III.K. Stressing that Google’s prior

agreements were hard to terminate, Plaintiffs argue that Google’s proposal would still permit it to

find creative ways to make termination difficult or to discourage opting out, such as by annually

increasing RSA payments or imposing other burdens. Pls.’ Br. at 7 & n.2.

The court holds that a hard-and-fast termination requirement after one year would best

carry out the purpose of the injunctive relief.

22 Recall, the liability phase “record reflects no meaningful competitive rebidding of the

agreements. The more common story is Google’s partners renewing the agreements without

genuine consideration of an alternative.” Google, 747 F. Supp. 3d at 158. Requiring contracting

parties to reevaluate their positions and renegotiate their agreements each year would create regular

opportunities for competitive rebidding. Competitors in the industry would be on regular notice

as to when an agreement between a Browser Developer, OEM, or wireless carrier and Google is

coming to an end and be able to prepare accordingly to enter a competitive bid when that time

comes. See Hr’g Tr. at 73:19–74:8. A bright-line, one-year term also will simplify enforcement.

See Pls.’ Br. at 7; Hr’g Tr. at 73:11-18 (Plaintiffs’ counsel suggesting that adopting Google’s

language would in fact be less efficient than Google represents because it may require “mini

economic trial[s]” on potential multi-year contracts “to see whether or not the incentives

overwhelm what should be the right of termination”); see also id. at 67:24–69:6 (Plaintiffs’ counsel

approving of an omnibus agreement for the required separate agreements for different Operating

System versions and privacy modes across different devices as long as each agreement must be

renegotiated each year). But see Google’s Br. at 14 & n.2 (describing Plaintiffs’ proposal as

increasing administrative burden because the optionality Plaintiffs seek could be achieved in a

single agreement).

The court is skeptical of Google’s contention that its proposal would give partners more

flexibility. In theory, partners have always had a choice. But in practice, Google has held all the

cards. Google, 747 F. Supp. 3d at 158; Hr’g Tr. at 80:1-5. Knowing that contracts will come to

23 an end annually gives them a bit of the leverage they previously lacked and, importantly, will

create frequent opportunities for genuine competition.5

Courts have presumed under related antitrust provisions that exclusive contracts ending

within a year are reasonable. Google, 747 F. Supp. 3d at 157. Given the aggregation of factors

contributing to the exclusive agreements’ substantial foreclosure of the market, the hard-and-fast

yearly termination requirement will help to “pry open” that market. See FJ § III.K–M.

D. Browser Developers and Apple

The parties’ proposals with respect to Browser Developers and Apple differed from the

start, and they have only diverged further. Plaintiffs originally proposed that Google could “enter

or maintain any agreement requiring” either a Browser Developer or Apple to set Google Search

(and for Apple, also any Google GenAI Product) as the default search engine or product only if

that agreement applies to just one Operating System Version and one Privacy Mode at a time.

Pls.’ FPFJ § III.L–M. They also clarified that “this provision does not prohibit Google from

negotiating multiple such agreements with” a Browser Developer or Apple “as long as no

agreement is conditioned on another.” Id. Google, on the other hand, proposed that it could enter

such an agreement as long as the Browser Developer or Apple is permitted “on an annual basis to

set a different Default Search Engine in the United States for any Operating System Version and/or

Privacy Mode offered by the Browser Developer [or Apple] without foregoing any payments

attributable to an Operating System Version or Privacy Mode where Google Search remains set as

5 Google takes issue with a yearly termination requirement as “impermissibly regulat[ing] third parties.” Google’s Br. at 13. But antitrust remedies directed at agreements that unlawfully foreclose markets will necessarily affect relevant third parties to some degree. That is unavoidable. See, e.g., New York I, 224 F. Supp. 2d at 152–56 (approving restrictions on Microsoft’s ability to enter certain agreements with third party OEMs); cf. E. I. du Pont, 366 U.S. at 326 (“[C]ourts are authorized, indeed required, to decree relief effective to redress the violations, whatever the adverse effect of such a decree on private interests.”).

24 the Default Search Engine.”6 Google’s FPFJ § III.L; id. § III.M–N. Plaintiffs maintain that

Google’s provision would allow it to require Apple to set Google as the default search engine on

every instance of Safari on every Apple device at every access point as long as it did so one year

at a time. Pls.’ Br. at 8–9; Hr’g Tr. at 72:3-15. But Google is adamant that its provision would

allow a Browser Developer or Apple on an annual basis to “mix and match” across Operating

Systems or Privacy Modes without any impact on their revenue share. Hr’g Tr. at 77:14–78:10.

It insists that the only difference between its provisions and Plaintiffs’ is the issue of yearly

termination and administration. Id. at 78:11–79:8.

At the October 8th hearing, Plaintiffs justified their proposal in part by stating that they

understood the court “to permit some more exclusive dealing on browsers and Apple.” Id. at 70:4–

16. More specifically, they said, “We read Your Honor’s opinion to suggest that you would be

okay with more all-or-nothing type agreements, where Google would buy, for example, all iPhones

in the United States, the standard Safari mode default, where Apple can’t change a single device

to a different default. We find that troubling, but if they were going to do that, we want it to be

limited to the mode and the operating system.” Id. at 69:7-13. In response, the court clarified it

did not intend for there to be daylight between restrictions on Google’s ability to contract with

respect to Android devices and those with respect to Browser Developers and Apple. Id. at 70:25–

71:15. Plaintiffs told the court that this was “welcome news,” id. at 71:16, and that they would

“love to rewrite” those provisions, id. at 87:23–88:22.7

6 Because the court has already found that applicable restrictions should not be relaxed with respect to GenAI products and that agreements permitted under the prohibitory injunctions must terminate after one year, see supra Sections IV.A, C, the court discusses these provisions without addressing those differing elements of the parties’ proposals. The court also does not discuss the one element of these provisions that is undisputed—that Browser Developers and Apple are expressly permitted to promote any Third-Party General Search Service and Third-Party GenAI Product. See Pls.’ FPFJ § III.L–M; Google’s FPFJ § III.L–N. 7 As far as the court can tell, Plaintiffs appear to have understood the court to “permit some more exclusive dealing” with respect to Browser Developers and Apple because it read the court’s description of Google’s original revised

25 Following this exchange, Plaintiffs submitted new proposals for its provisions regarding

Browser Developers and Apple. See Pls.’ Suppl. These revised provisions tightened the

restrictions to mirror those imposed on Android partners. They would prevent Google from

conditioning consideration for (1) setting Google Search or any Google GenAI Product as the

Default Search Engine or default GenAI Product on any browser access point (including

alternative modes) or any proprietary Apple feature or functionality (such as Safari, Siri, Spotlight,

and any Privacy Mode) on a device on (2) setting the same product on any other browser access

point or proprietary Apple feature or functionality on that same device or any other device in the

United States. See Pls.’ Suppl. § III.L–M. In other words, Plaintiffs propose that the same access-

point-by-access-point and device-by-device optionality it proposes for Android devices apply also

to browsers and Apple devices.

The Final Judgment will include, over Google’s objection, Plaintiffs’ revised provisions

regarding Browser Developers and Apple. See FJ § III.L–M.

As a threshold matter, the court rejects Google’s contention that it cannot consider

Plaintiffs’ updated provisions because they were presented “after the evidentiary record is closed

and after briefing and argument on the parties’ [proposed final judgments].” See Google’s Suppl.

at 5. Plaintiffs have not relied on new evidence. And Google has had a fulsome opportunity to

respond at both the October 8th hearing and in writing. Furthermore, in crafting the Final

Judgment, the court is not beholden to the exact language the parties have proposed at any stage.

proposed final judgment and its acknowledgment that “[a]ll of this is a good start” as adopting that description for purposes of the Final Judgment. See Rem. Op. at 105–07 (“Under its proposal . . . Google also would be permitted to pay Browser Developers, including Apple, to set Search as the default GSE, so long as the Browser Developer (1) can promote other GSEs and (2) is permitted to set a different GSE on different operating system versions or in a privacy mode and make[] changes, if desired, on an annual basis. . . . And Apple could preload GSEs on a device-by-device basis (i.e., Safari for Mac versus Safari for Windows), and install different GSEs for different search modes, like private browsing.”). As previously explained, see supra Section II, any “approvals” of a proposed remedy did not signal the court’s embrace of the proposal’s specific text.

26 The court makes this determination with the evidentiary record already before it, as well as the

benefit of the parties’ arguments and submissions.

Google’s merits objections to Plaintiffs’ updated proposals are largely a reprise of its

position that the prohibitory injunctions must be limited to the narrowest reading of the court’s

liability findings. For example, Google stresses multiple times that Plaintiffs only established that

the “purported ‘exclusivity’ arose from Apple having agreed for the term of the contract not to

‘pre-select a different default search engine in Safari’s private browsing mode’ or ‘offer a different

default search engine on different Apple devices (e.g., different defaults on mobile versus desktop

devices).’” Id. at 1 (quoting Pls.’ Post-Trial Br., ECF No. 896, at 36); see also id. at 2–3 (referring

to the court’s representation at the October 8th hearing that it had understood Plaintiffs’ reference

to device-level optionality as being relevant to the device type). Maybe so, but the court can

fashion a remedy that goes “beyond a simple proscription against the precise conduct previously

pursued.” NSPE, 435 U.S. at 698; see supra Section IV.A.

Google also argues that device-by-device and access-point-by-access-point optionality is

unnecessary to include in the provision applicable to Apple. Because Apple, too, is an OEM,

Google states, all the other provisions in the prohibitory injunction will also apply to Apple.

Google’s Suppl. at 3. This is only partly true.

The court held at the liability phase that “(1) agreements between Google and browser

developers, such as Apple and Mozilla, were exclusive insofar as they established Google as the

out-of-the box default search engine; (2) mobile application distribution agreements (“MADAs”)

between Google and Android [OEMs] were exclusive in practice; and (3) [RSAs] between Google

and Android device distributors—both OEMs and wireless carriers—formalized the practical

exclusivity of the MADAs.” Rem. Op. at 9–10 (citing Google, 747 F. Supp. 3d at 146–52).

27 In doing so, it evaluated separately the Apple Internet Services Agreement (ISA) and Browser

Developer agreements on one hand and the Android agreements on the other, because the way

Google Search was distributed across those agreements differed. For Apple and Browser

Developers, Search is integrated into specific search access points, such as Safari, Siri, and

Spotlight on Apple devices, and the search box, navigation or location bar, and search box

displayed on the Startpage on Mozilla’s Firefox browser. See Google, 747 F. Supp. 3d at 44 ¶ 59;

id. 96 ¶ 334. For Android devices, on the other hand, Search is primarily distributed through

individual applications, such as the Google Search Widget and Chrome, and bundled with others

like YouTube and Google Maps as part of the MADAs. Id. at 97–100 ¶¶ 348–361. Apple does

not contract for Google services through applications the way Android partners do. So, while

Apple is indeed an OEM, those provisions that prevent Google from conditioning payment or

licensing of applications on the distribution of one another do not apply to Apple. This objection

therefore falls flat.

Finally, Google maintains that “[t]he additional provision applicable to agreements setting

Google Search as the Default Search Engine in a Third-Party Browser has always differed in some

respects from the provisions directed to certain devices because a browser default is only one

search access point on a device. There is no logical basis for distinguishing between individual

devices or access points in the context of a browser default, which is why no one even suggested

such a concept until Plaintiffs raised it this month.” Google’s Suppl. at 4 (emphasis omitted).

Google overlooks the fact that Browser Developers can also be OEMs—notably, for instance,

Samsung. Google, 747 F. Supp. 3d at 35–37 ¶¶ 9, 16. Others may emerge in the future. Plaintiffs’

proposal ensures that a device manufacturer that also has a proprietary browser could contract for

browser placement with different competitors. The court acknowledges that at present firms that

28 are only Browser Developers (e.g., Mozilla) may not have the ability to select a default search

engine on a device-by-device basis. But because express recognition of such optionality would

deny Google “the ability to take the same or similar actions to limit competition in the future,”

Massachusetts, 373 F.3d at 1233, the court thinks deference to Plaintiffs is warranted here.

See E. I. du Pont, 366 U.S. at 334; supra Section II.

E. Other Provisions

The court addresses two final provisions of the proposed prohibitory injunctive relief, each

proposed by Plaintiffs or Google alone. The court adopts neither.

First, Plaintiffs propose a provision that reads: “Google shall not enter or maintain any

exclusive contract relating to the distribution of Google Search, the Google Search Application,

the Chrome Browser Application, the Google Assistant Application, and any Google GenAI

Product in the United States.” Pls.’ FPFJ § III.N. This is far too broad and vague a term.

Federal Rule of Civil Procedure 65(d) requires that every order granting an injunction

“describe in reasonable detail . . . the act or acts restrained or required.” Fed. R. Civ. P.

65(d)(1)(C). Plaintiffs defend the provision essentially as being designed to catch what is “not

allowed.” Hr’g Tr. at 87:12–88:3; see also Pls.’ Br. at 12 (“Section III.N prevents any inadvertent

gap between the remedies opinion and the final judgment regarding the treatment of exclusive

contracts relating to the distribution of Google Search, Chrome, Google Assistant, and the Gemini

app.”). But that is exactly the kind of ban on unspecified conduct that Rule 65(d) is designed to

prevent. Schmidt v. Lessard, 414 U.S. 473, 476 (1974) (“[Rule 65(d)] requires that those enjoined

receive explicit notice of precisely what conduct is outlawed.”); cf. Gulf Oil Corp. v. Brock,

778 F.2d 834, 843 (D.C. Cir. 1985) (rejecting order that enjoined “substantially similar” conduct

without explaining what would be similar). The provision tracks what Plaintiffs describe as “the

29 Court’s directive that . . . the final judgment bar ‘any exclusive contract,’” Pls.’ Br. at 12 (quoting

Rem. Op. at 3), but again, the Final Judgment is what restrains Google, not an opinion. Rule 65(d)

requires specificity, not vague language that might fill undefined “gaps.” See United States v.

Philip Morris USA Inc., 566 F.3d 1095, 1137 (D.C. Cir. 2009) (“[W]e have held injunctions to be

too vague when they enjoin all violations of a statute in the abstract without any further

specification . . . .” (citing SEC v. Wash. Inv. Network, 475 F.3d 392, 407 (D.C. Cir. 2007))).

The court can understand Plaintiffs’ desire to include a provision that “helps prevent a

recurrence of the unlawful conduct by ensuring that Google cannot adopt novel forms of the

exclusive distribution the Court condemned.” Pls.’ Br. at 12 (citing Microsoft II, 253 F.3d at 103).

But the court cannot enjoin “all future violations of the antitrust laws.” Zenith Radio, 395 U.S. at

133. The Final Judgment’s enforcement provisions, including the court’s retention of jurisdiction,

should provide an avenue for addressing any allegation of noncompliance or circumvention.8

Second, Google proposes a provision that reads: “Nothing in this Final Judgment shall

otherwise prohibit Google from providing Consideration to a manufacturer or wireless carrier with

respect to any Google product or service in exchange for such entity’s distribution, placement on

any access point, promotion, or licensing of that Google product or service.” Google’s FPFJ

§ III.O. Apparently, Google drafted this provision in response to Plaintiffs’ previously proposed

payment ban. Pls.’ Br. at 13. The court has rejected for now that proposed remedy. Rem. Op. at

119–28. Because this provision otherwise adds nothing of value to the Final Judgment, the court

declines to adopt it.

8 Plaintiffs’ counsel also stated that “[i]f those provisions [enjoining Google from locking up device or access-point flexibility] were also changed to where everyone, including Apple and browsers, had device-by-device and access- point-by-access-point flexibility, I don’t know if I could name a type of exclusive agreement right now that would be captured by III.N.” Hr’g Tr. at 88:4-12. Because the court adopts Plaintiffs’ modified §§ III.L and III.M, see supra Section IV.D, Plaintiffs’ concern should be placated.

30 V. DATA-SHARING

The chief conflict regarding the data-sharing remedy has to do with Google’s proposal that

the data be shared subject to a license governing use. See Google’s FPFJ § IV.C.4.

Required sharing of certain data is justified to “narrow the scale gap created by Google’s

exclusive distribution agreements and, in turn, the quality gap that followed.” Rem. Op. at 130.

Google has acquired a massive scale advantage in part because its exclusive distribution

agreements have enabled Google to see far more queries than any of its rivals. Google,

747 F. Supp. 3d at 49–50 ¶¶ 86–90. Those queries gave Google data that helped improve the

quality of Search, which in turn attracted more users and improved monetization, reinforcing the

flywheel of network effects that entrenched Google’s monopoly. Id. at 161–62. Because antitrust

remedies must “deny to the defendant the fruits of its statutory violation,” Microsoft III, 253 F.3d

at 103 (citations omitted), and because scale is a significant fruit of Google’s exclusive distribution

agreements, see Rem. Op. at 89, the court held that sharing data—specifically, of Web Search

Index9 Data and User-side Data—“represents a reasonable method of eliminating the

consequences of [Google’s] illegal conduct,” Rem Op. at 130 (quoting NSPE, 435 U.S. at 698).

The data would give competitors the opportunity to boost quality while they continue to innovate

to set themselves apart competitively from Google. See id. at 145–46; see also id. at 130 (citing

In re Google Play Store, 147 F.4th at 947 (affirming an information-sharing remedy that would

“overcome [Google’s] illegally amplified network effects by giving rival stores a fair opportunity

to establish themselves” (cleaned up))).

9 The Final Judgment adopts Google’s “Web Search Index” rather than Plaintiffs’ “Search Index.” See FJ § IX.FF; Appendix; Google’s App’x at 1. Google’s term and definition more closely aligns with the court’s prior directive that this definition should exclude data from Google’s various other indexes not crawled from the web. See Rem. Op. at 141.

31 Google proposes that any data required to be shared under the Final Judgment be subject

to a license governing use. That license would “include a requirement that the Qualified

Competitor commit not to share or sell the datasets, and shall use the datasets for the exclusive

purpose of serving users located in the United States through a General Search Engine, Search

Text Ads, and/or a Third-Party GenAI Product.” Google’s FPFJ § IV.C.4. The Final Judgment

should forbid Qualified Competitors from selling the data they receive to unknown third parties,

Google argues, because the data-sharing remedy is meant to furnish Qualified Competitors tools

to compete in the relevant markets, not to give them an easy way to “turn a quick profit in a manner

that violates user privacy (including Google’s own terms of service).” Google’s Br. at 20.

In general, the court agrees that data should be shared subject to a license, but with

modifications that incorporate some of Plaintiffs’ objections.

A. Restriction on Sharing or Selling Data

Plaintiffs’ main concern raised at the October 8th hearing about the licensing proposal was

that restricting Qualified Competitors from selling or sharing data from the jump would

“artificially constrain them right now before we even know who they are, what their new product

might be, [or] how they might innovate on that.” Hr’g Tr. at 47:3–48:1.

As to the restriction on selling data, Plaintiffs argue that any Competitor whose intention

is only to sell data rather than earnestly use it to compete would be screened out from the start, as

such a firm would not be certified as a Qualified Competitor. Id. at 47:3-11. When pressed to

offer a scenario in which it would be appropriate for a Qualified Competitor to simply sell the data

to a third party, regardless of whether that third party has an interest in developing a GSE, counsel

for Plaintiffs could only relay that those specific scenarios are as of now unknown. They noted

only that it is possible, for example, that a Qualified Competitor would want to sell a product that

32 includes the data, and the Final Judgment should not preemptively preclude them from doing so

without letting that scenario unfold. See id. at 49:5-17.

As to the restriction on sharing data, Plaintiffs worry that such a license would prevent

Qualified Competitors from sharing data with a partner in a joint venture, for example “with an AI

company to improve search results or innovate new search-oriented products.” Pls.’ Br. at 15;

see also Hr’g Tr. at 48:18–49:19. Google does not flatly oppose the possibility of such a joint

venture, but it points out that it “would need to understand whether the joint venture partner is

actually doing something that is related to the purposes of this remedy.” Hr’g Tr. at 53:10-24.

With all this in mind, the court agrees that it is appropriate to subject Qualified Competitors

to a license that prohibits them from sharing or selling the data received under the Final Judgment.

But those Qualified Competitors will be able to petition the Technical Committee (or the court, if

necessary) for relief from that constraint.

The court has serious concerns about allowing Qualified Competitors unbridled use of this

valuable data. Even with appropriate privacy safeguards in place, User-side Data is still likely to

contain highly sensitive information about individual users. See Rem. Op. at 163. And allowing

a Qualified Competitor simply to sell the data to make a profit would be inconsistent with the

purpose of this remedy. But at the same time, the court also agrees that Qualified Competitors

should not be prevented from entering joint ventures or otherwise innovating with this data. After

all, data-sharing is meant to give competitors a hand in setting themselves apart from Google.

See id. at 145–46. Because the real-world effects of the data-sharing remedy have not yet been

borne out, there is value in leaving slightly ajar the door to the possibility that some form of sharing

or selling the data would be reasonable. See also Hr’g Tr. at 52:22–53:3 (Plaintiffs’ counsel stating

that they are more concerned about the hurdles put up for sharing and would be willing to write

33 out the sale provision); id. at 53:21-24 (Google’s counsel stating that a Qualified Competitor and

its potential partner getting approval and providing Google with notice and some transparency

would be “something that makes sense”).

B. “Exclusive Purpose”

Next, Plaintiffs take issue with Google’s proposed limitation that Qualified Competitors

use the data “for the exclusive purpose of serving users . . . through a General Search Engine,

Search Text Ads, and/or a Third-Party GenAI Product.” See Google’s FPFJ § IV.C.4. They read

this language as permitting Qualified Competitors to use the data “only for ‘serving’ users results,”

but not to improve algorithms or products. Pls.’ Br. at 15.

The court does not read the proposed text so narrowly. That provision does not require a

Qualified Competitor to only serve users “results.” It does not limit how the data is used, whether

directly to serve query results or to improve algorithms or products, as long as the end purpose of

such use is to develop a product in the relevant markets that is competitive in quality.

Google itself maintains that “these terms are intended to require Qualified Competitors to

use the disclosed data solely to compete in the appropriate markets rather than turn a quick profit.”

Google’s Br. at 20; see also Hr’g Tr. at 42:25–43:20 (Google’s counsel agreeing with the court

that the intention behind this phrase is not how Plaintiffs characterized it). If it becomes evident

during the judgment period that Google does in fact intend to use this language to essentially

neutralize the remedy, the court will reconsider it. But for now, the court finds this limitation

reasonable.

C. Burden on Qualified Competitors

Plaintiffs worry that “Qualified Competitors who currently sell data or search results (for

example to GenAI companies) would also be forced, at significant expense, to make the choice of

34 either maintaining a second copy of their data or systems untouched by the data at issue or shut

down that business.” Pls.’ Br. at 15.

The court is unsure of Plaintiff’s concern. Nothing in the Final Judgment would prevent a

Qualified Competitor from selling its own search results and its own search results data, even if

such products used Google’s proprietary data as an input in some way. And companies like the

GenAI companies Plaintiffs refer to that could benefit from the data in a way that is consistent

with the purpose of the remedy can themselves seek to be certified as Qualified Competitors.

Lastly, if there is some compelling reason a Qualified Competitor must sell the data that is

consistent with the purpose of this remedy, it may petition the Technical Committee (or the court)

to do so. See supra Section V.A.

D. Location of Users Served

Google would specify that the consumers served by use of the data be “located in the United

States.” Google’s FPFJ § IV.C.4. Plaintiffs argue that, under Google’s provision, a Qualified

Competitor that currently serves search results worldwide using one system would be forced to

exert considerable effort into building anew or maintaining separate infrastructure to use Google’s

data for the purpose of only serving users “located in the United States.” Pls.’ Br. at 15. At the

hearing, the court asked counsel for Google how this would be feasible as a practical matter. Hr’g

Tr. at 44:3-45:21. Counsel for Google responded that “that may be a [T]echnical [C]ommittee

issue that . . . depending on how these competitors operate . . . [the Technical Committee] can

resolve,” id. at 45:14-17, but that ultimately what that phrase attempts to prevent is data getting

into the hands of competitors who would use the data to develop products, whether search or

unrelated to search, outside of the United States or that do not include the United States because

“[t]hat’s outside the scope of what this case was about,” id. 45:2-8. Though the court understands

35 Google’s concern, given the practical difficulties the language may produce, the court believes

that excising the phrase would avoid confusion. The court is willing to revisit this issue if

necessary, with input from the Technical Committee.

* * *

The provision imposing a license for shared data will thus be as follows: “The data

specified in Sections IV.A and B will be shared pursuant to a license governing use. The terms of

the license shall include a requirement that the Qualified Competitor commit not to share or sell

the datasets unless authorized by the Technical Committee or the Court and shall use the datasets

for the exclusive purpose of serving users through a General Search Engine, Search Text Ads,

and/or a Third-Party GenAI Product.” FJ § IV.C.3. To be clear, the license requirement is not

meant to allow Google to impose further burdens on Qualified Competitors. Nor is it meant to be

an “artificial hurdle[]” to Qualified Competitors’ ability to innovate. See Hr’g Tr. at 52:20-21. As

drafted by the court, this provision will simply ensure that execution of this remedy remains

moored to its purpose. To facilitate execution of this remedy, the court has also included in the

Final Judgment a provision requiring that Plaintiffs and the Technical Committee, with input from

Google, create a template for such a license within six months of the effective date of the Final

Judgment. See FJ § IV.C.3.

VI. SEARCH SYNDICATION

Because it will take time for Qualified Competitors to develop high-quality competitive

GSEs even with the data-sharing remedy, the court found that requiring Google to syndicate its

search results would provide a much-needed “bridge” for Qualified Competitors to deliver quality

search results that will foster short-term competition with Google. Rem. Op. at 170–71 (quoting

Rem. Tr. at 3023:16–3024:14 (J. Adkins) (agreeing that “search syndication can provide a bridge

36 until a new search engine can become a fully independent search engine”)). But it also determined

that the information syndicated would be narrower than what Plaintiffs proposed and that

syndication would be subject to a license restricting use, as “the purpose of this remedy is to

provide a short-term measure for Qualified Competitors to compete as they improve their own

search capabilities, not an additional means to facilitate that development. Other remedies serve

that latter purpose.” Id. at 178.

Consistent with the Remedies Opinion, the parties’ proposals include some version of a

search syndication license. See Pls.’ FPFJ § V.A–B; Google’s FPFJ § V.A–B. They differ in

substantial ways, however. Mainly, the parties disagree on whether the terms of the search

syndication license should (1) be restricted to those “no less favorable” than those in existing

licenses or to “ordinary commercial” terms; (2) permit Google to restrict display of search results;

(3) permit sub-syndication; and (4) last for a term of five years regardless of whether such term

might extend beyond the six-year judgment period.

A. “No Less Favorable” versus “Ordinary Commercial” Terms

1. License Terms Generally

Originally, Plaintiffs had proposed an exceedingly broad search syndication remedy. They

proposed, among other things, that Google would be required to provide search syndication

services only at marginal cost and could not place any conditions or restrictions on how a Qualified

Competitor could use or display the syndicated content. Rem. Op. at 168–70. The court narrowed

many of these provisions largely because they strayed too far from terms found in licensing

agreements in the existing search syndication market. Id. at 173–74 (quoting Bausch & Lomb,

321 U.S. at 728 (“Congress has been liberal in enacting remedies to enforce the antimonopoly

37 statues. But in no instance has it indicated an intention to interfere with ordinary commercial

practices.”)).

In making this determination, the court used phrases like the following: that a “Qualified

Competitor who opts into the syndication remedies shall receive organic results and features on

terms no less favorable than a current licensee”; “when it comes to a remedy like syndication for

which there is an established market and which requires Google to deal with a Qualified

Competitor, it is best to hew closely to ordinary commercial terms”; and “[p]ricing shall be based

on ‘financial terms no worse than those offered to any other users of Google’s search syndication

products.’” Id. at 173–74 (emphases added) (citation omitted). The court’s overarching point was

that the terms of a syndication license should not be unmoored from commercial realities already

in place.

The parties have picked from this section of the Remedies Opinion the phrases that, they

believe, best fit their purposes. Phrases like “no less favorable than,” “no worse than,” and “least

restrictive” appear throughout Plaintiffs’ proposal. See Pls.’ FPFJ § V.A–B. Google’s, on the

other hand, consistently refers to “ordinary commercial” terms. See Google’s FPFJ § V.B.

The parties have sparred over what these terms mean and whether they track the court’s opinion.

See Pls.’ Br. at 18–20; Google’s Br. at 25–29.

For the most part, the court is wary of Google’s blanket reliance on “ordinary commercial”

terms. First, Google’s use of “ordinary commercial” terms is ambiguous. As Plaintiffs point out,

it is unclear what an “ordinary commercial” term with respect to any limitation currently is or how

it may change over time. Pls.’ Br. at 19. To be fair, the court used “ordinary commercial terms”

in the Remedies Opinion, so Google cannot be faulted for grasping onto that language. But it did

38 not intend for that phrase to convey an effective veto to Google over the search syndication terms

merely because a term or some combination of terms is not deemed “ordinary.”

But that is precisely how Google would have the court apply it. If a Qualified Competitor

proposes a term that is not “ordinary” or typical to Google’s existing syndication agreements,

Google wants to be able to reject it. Such an ability would inhibit the innovation this remedy

attempts to encourage. For example, potential Qualified Competitor DuckDuckGo operates a GSE

that seeks to set itself apart by focusing on user privacy. Br. of Amicus Curiae Duck Duck Go,

Inc. in Supp. of Pls.’ FPFJ, ECF No. 1446-1 [hereinafter DuckDuckGo Br.], at 4; Google,

747 F. Supp. 3d at 36 ¶ 12. In an amicus brief, DuckDuckGo worries that, under Google’s

proposed provisions, Google would be able to refuse to syndicate search results to privacy-focused

GSEs like DuckDuckGo’s by saying that a provision ensuring a certain degree of user-data

protections is not “ordinary” to Google’s existing syndication agreements. DuckDuckGo Br. at 5.

Qualified Competitors hoping to compete by offering unique services or features may therefore be

forced to either forego the syndication remedy or abandon developing what sets them apart. Id. at

5–6.

Save one exception, the court will adopt Plaintiffs’ language over Google’s use of

“ordinary commercial” terms. Because these provisions are many, the court will discuss two areas

where these differences were particularly contentious: pricing and display restrictions.

2. Pricing

The court held that Google would not be required to provide syndication services at “no

more than . . . marginal cost.” Rem. Op. at 174. Because the availability of marginal-cost

syndication from Google would disincentivize new syndication market entrants and potentially

harm current providers of search syndication services, the court wrote that “[p]ricing shall be based

39 on ‘financial terms no worse than those offered to any other user of Google’s search syndication

products.’” Id. at 173–74 (citation omitted).

And yet Google took a different tack. It now proposes that “Google will offer these

syndication services on a non-discriminatory basis to Qualified Competitors at market rates

consistent with ordinary commercial terms agreed to by other users of Google’s search syndication

products.” Google’s FPFJ § V.B.3.

Its main objection to the court’s language, which Plaintiffs have adopted, is that it would

create the same problems the court contemplated would arise from a “marginal cost” provision.

A most-favored-nation pricing term, Google protests, would result in syndication licenses with

pricing terms cherry-picked from, for instance, discounted organic search syndication pricing

offered to partners who also syndicate search text ads, sometimes at prices below marginal cost.

Google’s Br. at 26. Ordinarily, Google says, such discounted pricing is offered because the

discount is offset by the revenue Google expects from the ad syndication. Id. Google argues that

being required to offer the discounted rate to a Qualified Competitor where Google cannot expect

the same revenue to offset it would “‘interfere with’ and ‘reduce, if not eliminate, competition in

the market for syndicated search results’” for the same reasons the court determined marginal-cost

pricing would. Id. (quoting Rem. Op. at 175).

Google’s concern is overstated. The court thinks it is unlikely that a Qualified Competitor

will syndicate search results from Google but not search text ads. After all, it is through search

text ads (and other forms of advertising) that GSEs generate revenue. While it may be possible

that a Qualified Competitor will syndicate search results from Google but search text ads from

elsewhere or not at all, until such arrangements come to fruition, the court is disinclined to alter

40 the Final Judgment in a way that permits Google to dictate pricing with Qualified Competitors

based on existing commercial terms reached with Google’s profit motive in mind.

Similarly, that most-favored-nation pricing would “substantially impact[] Google’s

monetization expectation,” Google’s Br. at 26, is of no moment. Google’s “monetization

expectation” is a fruit of its illegal conduct. See Rem. Op. at 95–97. “Those who violate the

[Sherman] Act may not reap the benefits of their violations and avoid an undoing of their unlawful

project on the plea of hardship or inconvenience.” E. I. du Pont, 366 U.S. at 326–27. The Final

Judgment’s pricing provisions may result in syndication agreements that depart from the way

Google has historically contracted or made its revenue. See Google’s Br. at 26–27. But that is an

acceptable consequence of remedying Google’s illegal conduct. Microsoft III, 253 F.3d at 103

(holding that Section 2 remedies must “deny to the defendant the fruits of its statutory violation”

(internal citation and quotation marks omitted)).

3. Restriction on Display of Search Results

Originally, it was Plaintiffs who sought to enable Qualified Competitors to “effectively

replicate how Google delivers its [search engine results pages (“SERPs”)].” Rem. Op. at 172

(“How else to explain Plaintiffs’ insistence that Google must provide information that is ‘the same

as if the Qualified Competitor’s query had been submitted through Google.com’?” (citation

omitted)). Now, Plaintiffs accuse Google of attempting such a result. Hr’g Tr. at 98:15–99:1.

And they are right. Google now proposes that it be “permitted to place its ordinary commercial

restrictions on the use and display of its syndicated results and content.” Google’s FPFJ § V.B.8.

At the October 8th hearing, Google’s counsel explained that its typical syndication-display

restrictions include requiring a “Powered by Google” branding insignia, preventing the licensee

from changing the order of the syndicated search results, or simply preventing the licensee from

41 “using the syndicated results in manners other than the way Google . . . presents them.” Hr’g Tr.

at 106:19–107:10. Google believes it should be able to continue to impose these restrictions under

the Final Judgment.

Plaintiffs aver that if Google can limit Qualified Competitors’ display of the syndicated

search results to, for example, the “10 blue links” in the way they are displayed on Google’s own

SERPs, a GenAI company like OpenAI would not be able to “repackag[e] it” as they or their

consumers would see fit. Id. at 98:15–99:1; see also Rem. Tr. at 389:17–390:2 (Turley) (OpenAI

is “not trying to recreate the type of experience that [a consumer] would find on Google.com where

you see ten blue links.”); Hr’g Tr. at 98:18-21 (“[Google’s] provision says they can put ordinary

commercial restrictions on the use and display of syndicated Search results. That is what we worry

about would create a world of Google clones.”). Because of these concerns, Plaintiffs propose that

Google may not impose such restrictions “beyond the least restrictive terms Google provides under

any current search syndication agreements.” Pls.’ FPFJ § V.B.6.

The court agrees with Plaintiffs. Google frames its proposal in part by arguing that

oftentimes a Qualified Competitor wants to be able to adopt Google’s branding “as part of the

reason why they’re syndicating from Google.” Hr’g Tr. at 109:9-18. That may be true for some

current licensees. But for a Qualified Competitor—who, to reiterate, can only be certified if it can

demonstrate a plan to invest and compete in or with the GSE and/or Search Text Ads markets—

becoming a Google clone or marketing itself as one seems an unlikely desire. The syndication

remedy is meant to give Qualified Competitors a boost in quality while they develop competitive

products, not to pose as Google in the meantime. And at least one potential Qualified Competitor

in the GenAI space has explicitly expressed a desire to depart from Google’s familiar ten blue

42 links format. At bottom, allowing Google to require licensees to display results to replicate

Google’s SERPs would be at odds with what this remedy is designed to achieve.10

In sum, both pricing and non-pricing restrictions or limitations in a search syndication

license pursuant to the Final Judgment shall be, for the most part, defined by Plaintiffs’ language,

on “least restrictive,” “no less favorable,” or “no worse” terms. The Final Judgment will retain

the use of “ordinary commercial” terms to protect against Qualified Competitors using the

syndication agreement in a manner than exceeds its intended purpose. See Rem. Op. at 184 (citing

Rem. Tr. at 2988:9–2989:3, 2990:22–2992:10 (J. Adkins) (discussing Google’s ordinary

restrictions on scraping, indexing, and crawling in its current syndication agreements)).

A final word on Google’s objections: Google contends that Plaintiffs’ proposed license

restrictions contradict the court’s previous assurance that “Qualified Competitors generally will

have to follow ordinary commercial terms and therefore will not need to be customized.” Google’s

Br. at 28–29 (quoting Rem. Op. at 180). Google takes this quote out of context. The court made

this assurance in response to Google’s concern that the syndication remedy would put the court in

the role of a “central planner.” Rem. Op. at 180 (citation omitted). Google should take the court

at its word that it has no intention of becoming a “central planner.” Indeed, adopting Plaintiffs’

terms will avoid this. Google appears to believe that, unless it alone gets to say what terms are

ordinary, each license will be a custom-made patchwork of terms causing Google insurmountable

challenges.11 But there is more certainty in the universe of terms that are the “least restrictive” or

10 As to use, Google explains Qualified Competitors should not be permitted to use syndicated data to feed into their LLMs for training. Hr’g Tr. at 107:11–108:1. The court agrees the Final Judgment should not permit this. See id. at 108:19–109:2. But the court does not believe that is what Plaintiffs seek or that the Final Judgment in fact permits it. 11 In response to the court’s note in the Remedies Opinion that “[i]f there are technical feasibility issues with syndicating only crawled web results, Google shall so advise the court,” Rem. Op. at 173 n.24, Google now lists a

43 that are “no less favorable.” In any event, Google cannot “avoid an undoing of [its] unlawful

project on the plea of hardship or inconvenience.” See E. I. du Pont, 366 U.S. at 326–27.

Lastly, for both the search and search text ads syndication remedies, the court will also

require that Plaintiffs and the Technical Committee, with input from Google, create a template for

such syndication licenses within 60 days of the effective date of the Final Judgment. See FJ

§§ V.B, VI.B.

B. Sub-Syndication

The court agrees with Google that Qualified Competitors should not be able to sub-

syndicate the search results they syndicate from Google under the Final Judgment. See Google’s

FPFJ § V.B.11. Plaintiffs object, arguing that sub-syndication is a standard permission in the

existing syndication market and that, because it is not apparent yet whether a Qualified Competitor

would “need” to sub-syndicate, the Final Judgment should not foreclose them from doing so

upfront. Hr’g Tr. at 93:3-16.

But Google has it right: “Allowing Qualified Competitors to sub-syndicate Google’s

results . . . is entirely divorced from the Court’s reasoning that new general search engine entrants

should receive syndication from Google for the purpose of improving . . . their own SERPs.”

Google’s Br. at 22 (citing Rem. Tr. at 4805:4-6 (Closing Arg.) (Plaintiffs’ counsel stating that it’s

their “view that the syndication remedy should not be available to people who just want to

syndicate”)). Given that search syndication is meant to provide a Qualified Competitor a way to

serve high-quality results while it develops its own products, the court does not see why a Qualified

Competitor would “need” to sub-syndicate to accomplish that purpose. See Rem. Op. at 170–71.

host of “technical feasibility issues.” See Google’s Br. at 29. The court is not at this time convinced that these issues are so burdensome the features subject to syndication must be limited to those that Google “provides under current standard search syndication agreements.” See id. As explained above, Google overstates how “bespoke” the syndication agreements with Qualified Competitors will be. See id.

44 And that some syndication agreements today, including Google’s, permit some level of sub-

syndication does not warrant expanding the purpose of the syndication remedy. See Pls.’ Br. at

20; Hr’g Tr. at 93:19–94:8; see also id. at 105:6–106:6 (Google’s counsel stating that sub-

syndication is not a widespread practice and usually limited to the licensee’s affiliate, and that in

those agreements where Google does permit sub-syndication, it retains an absolute right to

reject it).

C. Duration

A syndication license pursuant to the Final Judgment will be for a term of five years,

regardless of when Google’s syndication service is made available to the Qualified Competitor,

for both search and search text ads syndication.

Despite the court’s holding to that effect, see Rem. Op. at 175–76, Google has added that

a syndication license will be for a term of five years, unless there are fewer than five years

remaining before the end of the judgment period. Googe’s FPFJ § V.A. In that case, Google

proposes, the license will be for a term lasting the remainder of the judgment period. Id. In

practice, what that means is that only a Qualified Competitor that comes onto the scene during the

first year of the Final Judgment will enjoy a full five-year syndication term.

The court does not dwell on this long. It held that the syndication license would be for five

years based on testimony from potential Qualified Competitors that five years would be enough

time in which to become independent of Google. Rem. Op. at 175–76 (citing Rem. Tr. at 426:16-

25 (Turley)); id. at 176 n.25 (citing to article detailing that Brave began delivering search results

exclusively from its own search index within about two years). And as DuckDuckGo points out,

allowing these syndication licenses to terminate at the end of the judgment period could permit

Google to simply run out the clock on license negotiations, especially as the judgment period draws

45 to a close. DuckDuckGo Br. at 6–7. The syndication remedy as Google would have it would not

fulfill its purpose for a Qualified Competitor that becomes certified in year five of the six-year

judgment period; the Qualified Competitor would simply not have enough time with the syndicated

data to develop a competitive GSE in the meantime. See Rem. Op. at 175–76; Hr’g Tr. at 110:10–

111:8. What’s more, were the court to adopt Google’s proposal, the incentive for Qualified

Competitors to come forward would diminish over the period remaining on the Final Judgment.

Such an outcome would benefit only Google, not competition.

VII. SEARCH TEXT ADS SYNDICATION

“Because Google has more users, it has more advertisers, and with more advertisers, it has

more dollars to improve its GSE and pay for distribution.” Rem. Op. at 183. And because

Qualified Competitors would be attempting to compete “[i]n the face of such formidable

headwinds,” the court held that Qualified Competitors should also be able to syndicate search text

ads from Google as a “short-term measure designed to ‘pry open’ the relevant markets.” Id.

For the same reasons search syndication licenses will be restricted on “no less favorable

terms” and other similar language used by Plaintiffs rather than Google’s “ordinary commercial”

terms, the same will be true, for the most part, for search text ads syndication. See generally FJ

§ VI. The restriction on scraping, indexing, and crawling will remain on ordinary commercial

terms. Id. § VI.B.6. The provision regarding the duration of such licenses will also be the same.12

Id. § VI.B.

12 The restriction on display will be slightly different. See FJ § VI.B.6. The court previously held that “Google may place ordinary-course restrictions on the use or display of syndicated content.” Rem. Op. at 184. Unlike in search syndication, Google presented evidence of the specific ways search text ads syndication without ordinary-course restrictions on display or use could harm advertisers and ad quality. See id. (citing Rem. Tr. at 2972:4–2976:3, 2979:5– 2984:10 (J. Adkins)). That said, the court does not adopt Plaintiffs’ narrow enumeration of permissible justifications for imposing such restrictions. See Pls.’ FPFJ § VI.B.6.

46 The search text ads syndication remedy differs in one important way from the search

syndication remedy. The court previously contemplated the possibility of new entrants into the ad

platform market. See Rem. Op. at 183 (“It is also possible that an independent ad platform could

emerge to compete with Google and Microsoft, which are the only current suppliers of general

search text ads in the United States.”). Becoming an independent ad platform in the search text

ads market takes a near-insurmountable effort in part due to Google’s monopoly. See Rem. Tr. at

1794:12–1797:3 (Epstein) (describing “cold start” problems). To be competitive, a potential new

entrant would need to be able to offer publishers syndication of high-quality ads. See id. at

1798:16–1799:16 (Epstein); see also Pls.’ Br. at 20. So, while sub-syndication of search results

would be inappropriate for Qualified Competitors looking to compete in search for the reasons

explained above, see supra Section VI.B, sub-syndication of search text ads would be a useful

bridge for a Qualified Competitor looking to compete with Google’s ad platform. Sub-syndication

will thus be permitted for search text ads only if “such Qualified Competitor has been certified as

a Competitor to a Google ads platform (e.g., Google Ads).” FJ § VI.B.9.

VIII. ENFORCEMENT

From the beginning, the provisions related to the Technical Committee have been

contentious. The court will not rehash the parties’ arguments or go over their final proposals with

a fine-tooth comb here. Rather, the court will explain at a high level its approach to the relevant

provisions.

The court has been clear that a Technical Committee is an appropriate instrument to assist

Plaintiffs in their enforcement efforts, as it “comports with federal courts’ long history of utilizing

appointed experts and provides a process to review and resolve inevitable disputes between the

parties—ideally without further need for judicial intervention.” Rem. Op. at 211 (quoting In re

47 Google Play Store, 147 F.4th at 954). A Technical Committee that is the “enforcement arm of the

government,” Microsoft IV, 231 F. Supp. 2d at 197, embodies the principle that with the

government’s broad authority to enforce the antitrust laws comes discretion with how violations

should be redressed, see F. Hoffman-La Roche Ltd. v. Empagran S.A., 542 U.S. 155, 170–71

(2004) (“A Government plaintiff . . . must seek to obtain the relief necessary to protect the public

from further anticompetitive conduct and to redress anticompetitive harm. And a Government

plaintiff has legal authority broad enough to allow it to carry out this mission. . . . ‘[I]t is well

settled that once the Government has successfully borne the considerable burden of establishing a

violation of law, all doubts as to the remedy are to be resolved in its favor.’” (quoting E. I. DuPont,

366 U.S. at 334)); see also Ford Motor Co. v. United States, 405 U.S. 562, 575 (1972).

Throughout the remedies phase, Plaintiffs have vigorously insisted that the court’s rulings

and the case law make clear that “ultimately the power to enforce the terms of the decree rests with

the government.” Pls.’ Br. at 21 (quoting Massachusetts, 373 F.3d at 1243). In their most recent

brief, they took issue with Google’s attempts at squeezing Plaintiffs out of various enforcement

activities and roping the court into resolving disputes instead. Id. at 20–21. They also accused

Google of attempting to “empower Google to delay or stymie enforcement at every turn simply by

objecting.” Id. at 21. Plaintiffs’ FPFJ reflects these objections. See generally Pls.’ FPFJ § VII.

Yet at the hearing, Plaintiffs appeared to surrender their position. From the jump, they

conceded that Google should have full opportunity to object to any detail of the Final Judgment’s

execution. See Hr’g Tr. at 18:24–19:10. And despite the clear textual differences in the parties’

FPFJs and briefs, Plaintiffs’ counsel effectively agreed that “there is substantively no difference

between the language that [Plaintiffs have] proposed, at least with respect to Google’s ability to

48 object and bring things to the Court’s attention, and what [Google has] proposed.” Id. at 20:11–

21:2.

Plaintiffs’ counsel tried to assure the court that it is “free to delegate any of those elements

[of enforcement] entirely to the [T]echnical [C]ommittee, entirely to [P]laintiffs.” Id. at 34:7-14.

But the court is frankly at a loss for how it can square this with their simultaneous position that

“there is no such decision that ends with [Plaintiffs] and the [T]echnical [C]ommittee” and that

“Google can object to everything and almost anything that would then require [the court’s]

resolution.” Id. at 19:20–20:5.

The court is wary of being called in as a referee to the minutiae of the Final Judgment’s

execution and enforcement. Nevertheless, because the parties agree that Google should have a

broad right to object, the court will grant it. See FJ § VII.A.7.k. This should put to rest Google’s

blanket objections to Plaintiffs’ alleged attempts at taking decision-making authority from the

court. Google’s Br. at 30–32. The parties offer the assurance that they will elevate for judicial

consideration only the most important conflicts. See Hr’g Tr. at 19:24–20:5; 26:7-12. The court

is skeptical. Still, it adopts Google’s express right to object with cautious optimism that the parties

will keep their word.

Although Google will have an express right to object, the court affords some deference to

Plaintiffs’ provisions in this section of the Final Judgment. See generally FJ § VII; see also

Appendix. Google appears to protest any function carried out by the Technical Committee that

goes beyond mere “technical competence,” characterizing the broad oversight and investigative

functions Plaintiffs propose as “an end-run around the Court’s rejection of the Plaintiffs’

anticircumvention and anti-retaliation proposals.” See Google’s Br. at 32–33. Yet, the Technical

Committee established in New York I and affirmed by Massachusetts had much of these same

49 broad functions. See Second Modified Final J., United States v. Microsoft Corp., No. 98-cv-1232,

ECF No. 889 (D.D.C. Mar. 22, 2009). None of these responsibilities are a “substitute for the

enforcement authority of [Plaintiffs]” or the court. Rem. Op. at 212 (citing Massachusetts,

373 F.3d at 1244).

Finally, to keep the court updated on the progress of executing the Final Judgment,

Plaintiffs, with input from the Technical Committee, shall submit a status report within 90 days of

the effective date of the Final Judgment and then on future dates as set by the Court. FJ § VII.E.1.

IX. RETENTION OF JURISDICTION

Last but not least, the court addresses its retention of jurisdiction. The Supreme Court was

explicit in United States v. United Shoe Machinery Corp. that, where the government is entitled to

relief in a Section 2 case, the “court’s power” to order additional relief to remedy an earlier antitrust

violation “is clear,” even after the judgment period has passed. 391 U.S. 244, 251 (1968);

accord 2A AREEDA & HOVENKAMP ¶ 325a (“[A] court’s involvement is not necessarily ended

once its decree is issued.”); id. ¶ 325c2 (“Antitrust decrees may reserve the court’s jurisdiction to

order additional or modified relief.” (citing United States v. United Shoe Mach. Corp., 110 F. Supp.

295 (D. Mass. 1953), aff’d per curiam, 347 U.S. 521 (1954))). Both parties’ proposals would

preserve this court’s jurisdiction accordingly.

Plaintiffs’ proposal that it be permitted to file suit against Google for a period of four years

after the expiration of the Final Judgment for any violations of the Final Judgment committed

during the judgment period is not, as Google argues, the impermissible creation of a cause of

action. See Google’s Br. at 38–39. It is simply a part of the court’s retention of its jurisdiction to

enable Plaintiffs to enforce the Final Judgment.

50 That said, the court will not determine now, as Plaintiffs propose, what Plaintiffs must

show to alter the judgment and to what standard Google will be held in response. Compare FJ

§ XI.A, with Pls.’ FPFJ § XI.A. The court will address those specifics if and when the time comes.

X. CONCLUSION

It bears repeating that “Google is a monopolist, and it has acted as one to maintain its

monopoly.” Google, 747 F. Supp. 3d at 32. In crafting the Final Judgment, the task of this court

was to “unfetter a market from anticompetitive conduct, . . . deny to the defendant the fruits of its

statutory violation, and ensure that there remain no practices likely to result in monopolization in

the future,” Microsoft III, 253 F.3d at 103 (internal quotation marks and citations omitted), even if

the remedies ordered would “entail harsh consequences,” FTC v. Whole Foods Mkt., Inc., 548 F.3d

1028, 1033 (D.C. Cir. 2008) (quoting E. I. du Pont, 366 U.S. at 327). The terms of the Final

Judgment have been designed to do just that consistent with established Section 2 legal principles.

The Final Judgment accompanies this Memorandum Opinion.

Dated: December 5, 2025 Amit P. Mehta United States District Judge

51 APPENDIX

I. JURISDICTION

Plaintiffs’ Proposal Google’s Proposal Final Judgment The Court has jurisdiction over the This Court has jurisdiction over the This Court has jurisdiction over the subject matter of this action and over subject matter of this action and over subject matter of this action and over Google. Google LLC. Google LLC.

II. APPLICABILITY

Plaintiffs’ Proposal Google’s Proposal Final Judgment This Final Judgment applies to Google This Final Judgment applies to Google This Final Judgment applies to Google and to each of its officers, directors, and to each of its officers, directors, and to each of its officers, directors, agents, employees, subsidiaries, agents, employees, subsidiaries, agents, employees, subsidiaries, successors and assigns; and to all other successors, and assigns. successors, and assigns; and to all persons in active concert or other persons in active concert or participation with Google who have participation with Google who have received actual notice of this Final received actual notice of this Final Judgment by personal service or Judgment by personal service or otherwise. otherwise.

III. PROHIBITORY INJUNCTIONS

Plaintiffs’ Proposal Google’s Proposal Final Judgment A. Google shall not condition the A. Google shall not enter or A. Google shall not condition the licensing of Google Play or any other maintain any agreement with a licensing of Google Play or any other Google application on the distribution, manufacturer that conditions the Google application on the distribution, preload, placement, display, use, or licensing of Google Play or any other preload, placement, display, use, or license of the Google Search Google software application on that license of the Google Search Application on any device sold in the manufacturer also distributing, Application on any device sold in the United States. preloading, placing, displaying, using, United States. or licensing the Google Search Application on Covered Devices sold in the United States. B. Google shall not condition the B. Google shall not enter or B. Google shall not condition the licensing of Google Play or any other maintain any agreement with a licensing of Google Play or any other Google application on the distribution, manufacturer that conditions the Google application on the distribution, preload, placement, display, use, or licensing of Google Play or any other preload, placement, display, use or license of the Chrome Browser Google software application on that license of the Chrome Browser Application on any device sold in the manufacturer also distributing, Application on any device sold in the United States. preloading, placing, displaying, using, United States. or licensing the Chrome Browser Application on Covered Devices sold in the United States. C. Google shall not condition the C. Google shall not enter or C. Google shall not condition the licensing of Google Play or any other maintain any agreement with a licensing of Google Play or any other Google application on the distribution, manufacturer that conditions the Google application on the distribution, preload, placement, display, use, or licensing of the Google Search preload, placement, display, use, or

52 license of the Google Assistant Application, the Chrome Browser license of the Google Assistant Application on any device sold in the Application, or Google Play, on the Application on any device sold in the United States. manufacturer also distributing, United States. preloading, placing, displaying, using, or licensing the Google Assistant Application on Covered Devices sold in the United States. D. Google shall not condition the D. Google shall not enter or D. Google shall not condition the licensing of Google Play or any other maintain any agreement with a licensing of Google Play or any other Google application on the distribution, manufacturer that conditions the Google application on the distribution, preload, placement, display, use, or licensing of the Google Search preload, placement, display, use, or license of any Google GenAI Product Application, the Chrome Browser license of any Google GenAI Product on any device sold in the United Application, or Google Play, on the on any device sold in the United States. manufacturer also distributing, States. preloading, placing, displaying, using, or licensing Google GenAI Assistant Application on Covered Devices sold in the United States. E. Google shall not condition E. Google shall not enter or E. Google shall not condition (i) Consideration or (ii) the license of maintain any agreement with a (i) Consideration or (ii) the license of Google Play or any Google software manufacturer or wireless carrier that Google Play or any Google software application on a device manufacturer conditions (i) Consideration or (ii) the application on a device manufacturer or wireless carrier refraining from license of Google Play or any Google or wireless carrier refraining from developing, distributing, preloading, software application, on that developing, distributing, preloading, placing, displaying, using, selling, or manufacturer or wireless carrier placing, displaying, using, selling, or licensing any Third-Party General refraining from developing, licensing any Third-Party General Search Service on any device sold in distributing, preloading, placing, Search Service on any device sold in the United States. displaying, using, selling, or licensing the United States. any Third-Party General Search Service on Covered Devices sold in the United States. F. Google shall not condition F. Google shall not enter or F. Google shall not condition (i) Consideration or (ii) the license of maintain any agreement with a (i) Consideration or (ii) the license of Google Play or any Google software manufacturer or wireless carrier that Google Play or any Google software application on a device manufacturer conditions (i) Consideration or (ii) the application on a device manufacturer or wireless carrier refraining from license of Google Play or any Google or wireless carrier refraining from developing, distributing, preloading, software application, on that developing, distributing, preloading, placing, displaying, using, selling, or manufacturer or wireless carrier placing, displaying, using, selling, or licensing any Third-Party Browser on refraining from developing, licensing any Third-Party Browser on any device sold in the United States. distributing, preloading, placing, any device sold in the United States. displaying, using, selling, or licensing any Third-Party Browser on Covered Devices sold in the United States. G. Google shall not condition G. Google shall not enter or G. Google shall not condition (i) Consideration or (ii) the license of maintain any agreement with a (i) Consideration or (ii) the license of Google Play or any Google software manufacturer or wireless carrier that Google Play or any Google software application on a device manufacturer conditions (i) Consideration or (ii) the application on a device manufacturer or wireless carrier refraining from license of Google Play or any Google or wireless carrier refraining from developing, distributing, preloading, software application, on that developing, distributing, preloading, placing, displaying, using, selling, or manufacturer or wireless carrier placing, displaying, using, selling, or

53 licensing any Third-Party GenAI refraining from developing, licensing any Third-Party GenAI Product on any device sold in the distributing, preloading, placing, Product on any device sold in the United States. displaying, using, selling, or licensing United States. any Third-Party GenAI Assistive Service on Covered Devices sold in the United States. H. Google shall not condition the H. Google shall not enter or H. Google shall not condition the payment for preload of, placement of, maintain any agreement with a payment for preload, placement, or or assignment of an access point for manufacturer or wireless carrier that assignment of an access point for the the Google Search Application for one conditions the payment for preload, Google Search Application for one device on any other preload, placement, or assignment of an access device on any other preload, placement, or assignment of an access point for the Google Search placement, or assignment of an access point for the Google Search Application on the preload, placement, point for the Google Search Application, the Chrome Browser or assignment of any other access Application, the Chrome Browser Application, the Google Assistant point to any of Google Search, the Application, the Google Assistant Application, or any Google GenAI Google Search Application, the Application, or any Google GenAI Product for that device or any other Chrome Browser Application, the Product for that device or any other device sold in the United States. Google Assistant Application, and/or a device sold in the United States. Google GenAI Assistant Application on Covered Devices sold in the United States. For the avoidance of doubt, Google shall only contract with such partners with respect to such access points on a device by device basis. I. Google shall not condition the I. Google shall not enter or I. Google shall not condition the payment for preload of, placement of, maintain any agreement with a payment for preload, placement, or or assignment of an access point for manufacturer or wireless carrier that assignment of an access point for the the Chrome Browser Application for conditions the payment for preload, Chrome Browser Application for one one device on any other preload of, placement, or assignment of an access device on any other preload, placement of, or assignment of an point for the Chrome Browser placement, or assignment of an access access point for the Google Search Application on the preload, placement, point for the Google Search Application, the Chrome Browser or assignment of any other access Application, the Chrome Browser Application, the Google Assistant point to any of the Google Search Application, the Google Assistant Application, or any Google GenAI Application, the Chrome Browser Application, or any Google GenAI Product for that device or any other Application, the Google Assistant Product for that device or any other device sold in the United States. Application, and/or a Google GenAI device sold in the United States. Assistant Application on Covered Devices sold in the United States. For the avoidance of doubt, Google shall only contract with such partners with respect to such access points on a device by device basis. J. Google shall not condition the J. Google shall not enter or J. Google shall not condition the payment for preload of, placement of, maintain any agreement with a payment for preload, placement, or or assignment of an access point for manufacturer or wireless carrier that assignment of an access point for the the Google Assistant Application or conditions the payment for preload, Google Assistant Application or any any Google GenAI Product for one placement, or assignment of an access Google GenAI Product for one device device on any other preload, point for the Google Assistant on any other preload, placement, or placement, or assignment of an access Application or a Google GenAI assignment of an access point for the point for the Google Search Assistant Application on the preload, Google Search Application, the Application, the Chrome Browser placement, or assignment of any other Chrome Browser Application, the

54 Application, the Google Assistant access point to any of the Google Google Assistant Application, or any Application, or any Google GenAI Search Application and/or the Chrome Google GenAI Product for that device Product for that device or any other Browser Application on Covered or any other device sold in the United device sold in the United States. Devices sold in the United States. For States. the avoidance of doubt, Google shall only contract with such partners with respect to such access points on a device by device basis. K. Google shall not enter or K. Google shall not enter or K. Google shall not enter or maintain any agreement requiring or maintain any agreement with a maintain any agreement requiring or conditioning Consideration on the manufacturer or wireless carrier conditioning Consideration on the distribution of, preload of, placement requiring the preload, placement, or distribution, preload, placement, of, display of, use of, license of, or assignment of an access point on display, use, license, or assignment of assignment of an access point for the Covered Devices in the United States an access point for the Google Search Google Search Application, the to any of the Google Search Application, the Chrome Browser Chrome Browser Application, the Application, the Chrome Browser Application, the Google Assistant Google Assistant Application, or any Application, the Google Assistant Application, or any Google GenAI Google GenAI Product in the United Application, and/or a Google GenAI Product in the United States unless the States unless the agreement terminates Assistant Application for a period of agreement terminates no more than no more than one year after the date it more than one year, unless the one year after the date it is entered. is entered. agreement allows the manufacturer or wireless carrier to terminate the agreement on an annual basis and does not charge a fee for terminating. L. Google shall not condition L. Google shall not enter or L. Google shall not condition (1) Consideration for a Browser maintain any agreement requiring a (1) Consideration for a Browser Developer setting Google Search or Browser Developer to set Google Developer setting Google Search or any Google GenAI Product as the Search as the Browser Default Search any Google GenAI Product as the Default Search Engine or default Engine in a Third-Party Browser in the Default Search Engine or default GenAI Product on any browser access United States unless the agreement GenAI Product on any browser access point (including alternative modes (i) permits the Browser Developer on point (including alternative modes such as Privacy Mode) on any Device an annual basis to set a different such as Privacy Mode) on any Device on (2) the Browser Developer setting Default Search Engine in the United on (2) the Browser Developer setting Google Search or any Google GenAI States for any Operating System Google Search or any Google GenAI Product as the Default Search Engine Version and/or Privacy Mode offered Product as the Default Search Engine or default GenAI Product on any other by the Browser Developer without or default GenAI Product on any other browser access point on that same foregoing any payments attributable to browser access point on that same Device or any other Device in the an Operating System Version or Device or any other Device in the United States. Any agreement Privacy Mode where Google Search United States. Any agreement containing a default condition remains set as the Default Search containing a default condition permitted by this provision must Engine; and (ii) expressly permits the permitted by this provision must expire after one year and must Browser Developer to promote any expire after one year and must expressly permit the Browser Third-Party General Search Service or expressly permit the Browser Developer to promote any Third-Party Third-Party GenAI Product in the Developer to promote any Third-Party General Search Service and Third- United States. General Search Service and Third- Party GenAI Product.1 Party GenAI Product.

1 Originally: “Google shall not enter or maintain any agreement requiring a Browser Developer to set Google Search as the Browser Default Search Engine in a Third-Party Browser in the United States unless the agreement (i) applies to no more than one Operating System Version and no more than one Privacy Mode, (ii) terminates no more than one year after the date it is entered, and (iii) expressly

55 M. Google shall not condition M. Google shall not enter or M. Google shall not condition (1) Consideration for Apple setting maintain any agreement requiring (1) Consideration for Apple setting Google Search or any Google GenAI Apple, Inc. (“Apple”) to set Google Google Search or any Google GenAI Product as the Default Search Engine Search as the Default Search Engine in Product as the Default Search Engine or default GenAI Product with respect the United States with respect to any or default GenAI Product with respect to any proprietary Apple feature or proprietary Apple feature or to any proprietary Apple feature or functionality, including Safari, Siri, functionality, including Siri and functionality, including Safari, Siri, Spotlight, and any Privacy Mode Spotlight, unless the agreement Spotlight, and any Privacy Mode within those products, on one Device complies with Section III.L above. within those products, on one Device on (2) Apple setting Google Search or on (2) Apple setting Google Search or any Google GenAI Product as the N. Google shall not enter or any Google GenAI Product as the Default Search Engine or default maintain any agreement requiring Default Search Engine or default GenAI Product with respect to any Apple to distribute any Google GenAI GenAI Product with respect to any proprietary Apple feature or Assistant Application in any Apple proprietary Apple feature or functionality on that same Device or web browser or on any Apple mobile functionality on that same Device or any other Device in the United States. or desktop device in the United States any other Device in the United States. Any agreement containing a default unless the agreement expressly Any agreement containing a default condition permitted by this provision permits Apple to promote any Third- condition permitted by this provision must expire after one year and must Party General Search Service or Third- must expire after one year and must expressly permit Apple to promote any Party GenAI Product in the United expressly permit Apple to promote any Third-Party General Search Service States. Third-Party General Search Service and Third-Party GenAI Product.2 and Third-Party GenAI Product. N. Google shall not enter or [No similar provision.] [No similar provision.] maintain any exclusive contract relating to the distribution of Google Search, the Google Search Application, the Chrome Browser Application, the Google Assistant Application, and any Google GenAI Product in the United States. [No similar provision.] O. Nothing in this Final [No similar provision.] Judgment shall otherwise prohibit Google from providing Consideration to a manufacturer or wireless carrier with respect to any Google product or service in exchange for such entity’s distribution, placement on any access point, promotion, or licensing of that Google product or service. O. Nothing in this Final P. Nothing in this Final N. Nothing in this Final Judgment shall prohibit Google from Judgment shall prohibit Google from Judgment shall prohibit Google from

permits the Browser Developer to promote any Third-Party General Search Service and Third-Party GenAI Product. For clarity, this provision does not prohibit Google from negotiating multiple such agreements with a Browser Developer as long as no agreement is conditioned on another.” 2 Originally: “Google shall not enter or maintain any agreement requiring Apple to set Google Search or any Google GenAI Product as the Default Search Engine or default GenAI Product in the United States with respect to any proprietary Apple feature or functionality, including Safari, Siri, and Spotlight, unless the agreement (i) applies to no more than one Operating System Version and no more than one Privacy Mode, (ii) terminates no more than one year after the date it is entered, and (iii) expressly permits Apple to promote any Third-Party General Search Service and Third-Party GenAI Product. For clarity, this provision does not prohibit Google from negotiating multiple such agreements with Apple as long as no agreement is conditioned on another.”

56 distributing the Google Search distributing the Google Search distributing the Google Search Application, the Google Assistant Application, the Google Assistant Application, the Google Assistant Application, and any Google GenAI Application, and a Google GenAI Application, and any Google GenAI Product through a single Application Assistant Application through a single Product through a single Application Programming Kit (APK) as long as the Application Programming Kit (APK) Programming Kit (APK) as long as the licensee has the option to disable end- as long as the licensee has the option to licensee has the option to disable end- user access to any of those applications disable end-user access to any of those user access to any of those applications and services that the licensee declines applications and services that the and services that the licensee declines to license. licensee declines to license. to license.

IV. REQUIRED DISCLOSURES OF DATA

Plaintiffs’ Proposal Google’s Proposal Final Judgment A. Google’s Search Index: A. Google’s Web Search Index: A. Google’s Web Search Index: Within thirty (30) days of a Qualified For the term of this Final Judgment, Within thirty (30) days of a Qualified Competitor’s certification pursuant to Google will make available, at Competitor’s certification pursuant to Section IX.W, Google shall make Marginal Cost, to Qualified Section IX.V, unless granted additional available to such Qualified Competitors the following data related time, Google shall make available, at Competitor, at marginal cost, to to Google’s Web Search Index on a marginal cost, to Qualified Qualified Competitors the following non-discriminatory basis while Competitors the following data related data related to Google’s Search Index: safeguarding personal privacy and to Google’s Web Search Index: 1. for each document in the security: 1. for each document in the Google Search Index, a unique 1. for each document in the Google Web Search Index, a unique identifier (DocID) and another Google Web Search Index a unique identifier (DocID) and another notation sufficient to denote all the identifier (DocID) and another notation sufficient to denote all the documents Google considers notation sufficient to denote all the documents Google considers duplicates of each other; documents Google considers duplicates of each other; 2. a DocID to URL map; and duplicates of each other; 2. a DocID to URL map; and 3. for each DocID, the (A) time 2. a DocID to URL map; and 3. for each DocID, the (A) time that the URL was first seen, (B) time 3. for each DocID the following that the URL was first seen, (B) time that the URL was last crawled, (C) set of associated data: (A) time that that the URL was last crawled, (C) spam score, and (D) device-type the URL was first seen, (B) time that spam score, and (D) device-type flag. the URL was last crawled, (C) spam flag. This information shall be provided for score, and (D) device-type flag. The information shall be provided for all websites in the full Search Index 4. This information must be all websites in the full Web Search Google uses for searches on provided for all websites in the Web Index Google uses for searches on Google.com, the Google Search Search Index Google uses for Google.com, the Google Search Application, or any other current or searches on Google.com, the Google Application, or any future Google future Google general search products. Search App, or future Google general search products. Nothing in Nothing in Section IV is intended to general search products. Section IV is intended to transfer transfer intellectual property rights of 5. Google must make this intellectual property rights of third third parties to index users. information available to Qualified parties to index users. Competitors on a one-time basis at or around the time they are so certified as a Qualified Competitor. 6. Nothing in this Section IV is intended to transfer intellectual property rights of third parties to index users.

57 B. User-Side Data: For the term B. User-Side Data: For the term B. User-Side Data: For the term of this Final Judgment, Google shall of this Final Judgment, Google will of this Final Judgment, Google shall make available, at marginal cost, to make available, at Marginal Cost, to make available, at marginal cost, to Qualified Competitors the following Qualified Competitors the following Qualified Competitors the following User-side Data on a non- User-side Data on a non- User-side Data on a non- discriminatory basis while discriminatory basis while discriminatory basis while safeguarding personal privacy and safeguarding personal privacy and safeguarding personal privacy and security: security: security: 1. User-side Data used to build, 1. User-side Data used to build, 1. User-side Data used to build, create, or operate the GLUE create, or operate the GLUE create, or operate the GLUE statistical model(s); and statistical model(s); and statistical model(s); and 2. User-side Data used to train, 2. User-side Data used to train, 2. User-side Data used to train, build, or operate the RankEmbed build, or operate the RankEmbed build, or operate the RankEmbed model(s). model(s). model(s). Google shall make this data available 3. For the avoidance of doubt, Google shall make this data available to Qualified Competitors at least “User-side Data” for purposes of to Qualified Competitors at least twice, with the exact number and Section IV includes only the twice, with the exact number and frequency of such disclosures to be underlying data, not the model itself frequency of such disclosures to be determined by the Court after or any ranking signal or score, spam determined by the Court after consultation with Plaintiffs and the score, information retrieval score, consultation with Plaintiffs and the Technical Committee (TC). Any cap information satisfaction score, query Technical Committee (TC). Any cap on the number of such disclosures interpretation information, query on the number of such disclosures shall be informed, in part, by the utility suggestion information, query-based shall be informed, in part, by the utility of the datasets disclosed after salient term, or document salient of the datasets disclosed after appropriate privacy-enhancing term. appropriate privacy-enhancing techniques have been applied. For 4. The number of times a techniques have been applied. For clarity, this Section IV.B shall not Qualified Competitor may receive a clarity, this Section IV.B shall not require disclosure of intellectual dataset will be capped by the Court require disclosure of intellectual property or trade secrets, such as after consultation with the Technical property or trade secrets, such as algorithms, ranking signals, or post- Committee. The cap on the number algorithms, ranking signals, or post- trained LLMs. of such disclosures will be informed, trained LLMs. in part, by the utility of the datasets disclosed after appropriate privacy- enhancing techniques have been applied. C. User-Side Data Sharing C. User-Side Data Sharing C. User-Side Data Sharing Administration: Administration: These remedies are Administration: intended to make this data available in a way that provides suitable security and privacy safeguards for the data the Google must share. 1. Plaintiffs, in consultation with 1. Before this data specified in 1. Plaintiffs, in consultation with the TC, shall promptly determine the Paragraph IV.B is shared with the TC, shall promptly determine the appropriate User-side Data privacy Qualified Competitors, Google shall appropriate User-side Data privacy and security safeguards to be applied apply adequate anonymization and and security safeguards to be applied before Google shares the data privacy-enhancing techniques to before Google shares the data specified in Section IV.B with ensure the data is anonymized and specified in Section IV.B with Qualified Competitors. Google shall secured, while attempting to Qualified Competitors. Google shall have up to six (6) months from the optimize its usefulness. have up to six (6) months from the date that the Plaintiffs, in date that the Plaintiffs, in

58 consultation with the TC, determine 3. Google will have up to six (6) consultation with the TC, determine such privacy and security safeguards months from the date that security such privacy and security safeguards to implement the technology and and privacy safeguards are finally to implement the technology and provide any notice necessary to determined to implement the provide any notice necessary to comply with this Section IV, and technology and provide any notice comply with this Section IV, and Google shall be deemed to have necessary to comply with this Google shall be deemed to have implemented the technology once Section IV.C.2. implemented the technology once Plaintiffs, in consultation with the Plaintiffs, in consultation with the TC, determine that the technology, TC, determine that the technology, including privacy and security including privacy and security safeguards, is fully functional. safeguards, is fully functional. 2. Google shall provide 2. Google must provide 2. Google shall provide sufficient information about each sufficient information about each sufficient information about each dataset such that Qualified dataset such that Qualified dataset such that Qualified Competitors can reasonably Competitors can reasonably Competitors can reasonably understand what it contains, understand what it contains, understand what it contains, including but not limited to a including but not limited to a including but not limited to a description of what the dataset description of what the dataset description of what the dataset contains, any sampling methodology contains, any sampling methodology contains, any sampling methodology used to create the dataset, and any used to create the dataset, and any used to create the dataset, and any anonymization or privacy-enhancing anonymization or privacy-enhancing anonymization or privacy-enhancing technique that was applied. technique that was applied. technique that was applied. Plaintiffs, in consultation with the Plaintiffs, in consultation with the Plaintiffs, in consultation with the TC, may impose restrictions on what Technical Committee, may TC, may impose restrictions on what information Google shares under this recommend restrictions on what information Google shares under Section IV.C.2 for the purposes of information Google shares under this this Section IV.C.2 for the purposes (i) promoting data privacy and Paragraph IV.C.2 for the purposes of of (i) promoting data privacy and security and (ii) ensuring privacy and (i) promoting data privacy and security and (ii) ensuring privacy security safeguards are effectively security and (ii) ensuring privacy and security safeguards are applied. and security safeguards are effectively applied. effectively applied. [No similar provision.] 4. The data specified in 3. The data specified in Sections Paragraph IV.A and B will be shared IV.A and B will be shared pursuant pursuant to a license governing use. to a license governing use. The The terms of the license shall include terms of the license shall include a a requirement that the Qualified requirement that the Qualified Competitor commit not to share or Competitor commit not to share or sell the datasets, and shall use the sell the datasets unless authorized by datasets for the exclusive purpose of the Technical Committee or the serving users located in the United Court and shall use the datasets for States through a General Search the exclusive purpose of serving Engine, Search Text Ads, and/or a users through a General Search Third-Party GenAI Product. Engine, Search Text Ads, and/or a Third-Party GenAI Product. Within six (6) months of the Effective Date of this Final Judgment, Plaintiffs and the Technical Committee, with input from Google, shall create and submit to the Court a template for such license.

59 V. REQUIRED SYNDICATION OF SEARCH RESULTS

Plaintiffs’ Proposal Google’s Proposal Final Judgment A. Search Syndication License: A. Search Syndication: Google A. Search Syndication License: Google shall take steps sufficient to must take steps sufficient to make Google shall take steps sufficient to make available to any Qualified available to any Qualified Competitor make available to any Qualified Competitor, on financial terms no a syndication agreement whose term Competitor, on financial terms no worse than those offered to any other will be five (5) years from the date worse than those offered to any other user of Google’s search syndication Google’s search syndication service, user of Google’s search syndication products, a syndication license whose as set forth in this Final Judgment, is products, a syndication license whose term will be five (5) years from the made available to the Qualified term will be five (5) years from the date the license is signed, and which Competitor, unless there are fewer than date the license is signed, and which shall require Google, via real-time five (5) years remaining before shall require Google, via real-time API(s), to make the following expiration of the term of the Final API(s), to make the following information and data available in Judgment, in which case the term will information and data available in response to each query issued or be the remainder of the term of the response to each query issued or submitted by a Qualified Competitor: Final Judgment. Google must make submitted by a Qualified Competitor: 1. both desktop and mobile available under the syndication 1. both desktop and mobile versions of the ranked organic web agreement the following information versions of the ranked organic web search results obtained from and data in response to each query search results obtained from crawling the web; submitted by a Qualified Competitor: crawling the web; 2. the user-facing query- 1. Both desktop and mobile 2. the user-facing query- rewriting features that Google versions of the ranked organic web rewriting features that Google provides under any of its current search results obtained from provides under any of its current search syndication agreements as of crawling the web (i.e., the ten blue search syndication agreements as of the date of entry of this Final links) that Google provides under the date of entry of this Final Judgment, including user-facing current standard search syndication Judgment, including user-facing Search Features that enable query agreements; Search Features that enable query correction, modification, or 2. the user-facing query- correction, modification, or expansion; and rewriting features that Google expansion; and 3. the Local, Maps, Video, provides under current standard 3. the Local, Maps, Video, Images, and Knowledge Panel search syndication agreements, Images, and Knowledge Panel Search Feature content that Google including user-facing features that Search Feature content that Google provides under any of its current enable query correction, provides under any of its current search syndication agreements as of modification, or expansion; and search syndication agreements as of the date of the entry of this Final 3. the Local, Maps, Video, the date of entry of this Final Judgment. Images, and Knowledge Panel Judgment. search feature content that Google provides under current standard search syndication agreements. For the avoidance of doubt, Google is not required to syndicate content in a manner inconsistent with its third- party content license agreements. B. Search Syndication License B. Search Syndication B. Search Syndication License Terms: The search syndication license Agreement Terms: The search Terms: The search syndication license specified in Section V.A shall have the syndication agreement must have the in Section V.A shall have the following following additional features: following additional features: additional features:

60 1. Google shall make syndicated 1. Google will make syndicated 1. Google shall make syndicated content available via an API. content available via an API. content available via an API. 2. Google shall provide 2. Google will provide Qualified 2. Google shall provide responses with latency and reliability Competitors with latency and Qualified Competitors with latency functionally equivalent to what any reliability functionally equivalent to and reliability functionally other user of Google’s search what Google ordinarily provides to equivalent to what any other user of syndication products would receive other users of Google’s search Google’s search syndication as of the date of entry of this Final syndication products with respect to products would receive as of the date Judgment. queries originating in the United of entry of this Final Judgment. For States. For the avoidance of doubt, the avoidance of doubt, Google’s Google’s obligations do not extend obligations do not extend to latency to latency and reliability differences and reliability differences that result that result from differences in from differences in product product implementation, users, or implementation, users, or are are otherwise outside of Google’s otherwise outside of Google’s syndication products. syndication products. 3. Google shall provide the 3. Google will offer these 3. Google shall provide the license on a non-discriminatory basis syndication services on a non- license on a non-discriminatory to any Qualified Competitor on discriminatory basis to Qualified basis to any Qualified Competitor on terms no less favorable than the most Competitors at market rates terms no less favorable than the most favorable terms Google provides consistent with ordinary commercial favorable terms Google provides under any current search syndication terms agreed to by other users of under any current search syndication agreements as of the date of entry of Google’s search syndication agreements as of the date of entry of this Final Judgment. products with respect to queries this Final Judgment. originating in the United States. 4. Syndication shall start with 4. Qualified Competitors’ use of 4. Qualified Competitors’ use of significant access to the data Google’s syndication services in the Google’s syndication services in the required by Section V.A above and first year will be capped at 40% of first year will be capped at 40% of decline over the course of five (5) Qualified Competitors’ annual U.S. Qualified Competitors’ annual U.S. years with an expectation that queries and decline over the course queries and decline over the course Qualified Competitors will become of a 5-year period with an of a 5-year period with an independent of Google over time expectation that Qualified expectation that Qualified through investment in their own Competitors will become Competitors will become search capabilities. Qualified independent of Google over time independent of Google over time Competitors’ use of Google’s search through investment in their own through investment in their own syndication services in the first year search capabilities. The pace of this search capabilities. The pace of this of a syndication license available tapering, the methods for measuring tapering, the methods for measuring under Section V.A shall be capped at and determining the percentage, and and determining the percentage, and 40% of the Qualified Competitors’ the application of the percentage will the application of the percentage will annual queries. The scope of be determined by the Court upon be determined by the Court upon allowable syndication beyond the consultation with the Technical consultation with Plaintiffs and the first year of a syndication license Committee in a manner that Technical Committee in a manner available under Section V.A shall be facilitates competition while that facilitates competition while determined by the Plaintiffs in incentivizing Qualified Competitors incentivizing Qualified Competitors consultation with the TC. to move promptly to become to move promptly to become independent of Google. independent of Google. 5. Google may not consent to 6. Google may not consent to 5. Google may not consent to Qualified Competitors exceeding Qualified Competitors exceeding Qualified Competitors exceeding syndication limits set by Plaintiffs, syndication limits, and Qualified syndication limits, and Qualified and Qualified Competitors shall Competitors must submit to the Competitors shall submit to the TC

61 submit to their TC audits of Technical Committee audits of audits of syndication frequency and syndication frequency and scope. syndication frequency and scope. scope. The frequency and content of The frequency and content of these The Technical Committee will make these audits shall be determined by audits shall be determined by the recommendations regarding the the Plaintiffs in consultation with the Plaintiffs in consultation with the frequency and content of these TC. TC. audits, and the Court will have final authority over their frequency and scope. 6. Google may impose no 7. The only permitted use of the 6. Google may impose no restrictions or conditions on how a information and data that Qualified restrictions or conditions on how a Qualified Competitor uses, displays, Competitors obtain from Google Qualified Competitor uses, displays, or integrates information or services pursuant to this Section V is to or integrates information or services obtained under this Section V display the search results to the end obtained under this Section V beyond the least restrictive terms user who submitted the associated beyond the least restrictive terms Google provides under any current query, for the exclusive purpose of Google provides under any current search syndication agreements as of serving users located in the United search syndication agreements as of the date of entry of this Final States through a General Search the date of entry of this Final Judgment. Engine, Search Text Ads, and/or a Judgment. Third-Party GenAI Product. 7. Qualified Competitors may 5. Qualified Competitors may 7. Qualified Competitors may elect, in their sole discretion, which elect, in their sole discretion, the elect, in their sole discretion, which queries (some or all) for which they queries (of those that are eligible for queries (some or all) for which they will request syndicated results and syndication pursuant to paragraph will request syndicated results and which syndication components to V.B.4) for which they will request which syndication components to display or use and may do so in any syndicated results and which display or use and may do so in any manner they choose, except that syndication components to call for. manner they choose, except that Google may impose restrictions on 8. Google may impose its Google may impose restrictions on the display or use of syndication ordinary commercial terms and the display or use of syndication components no less favorable than policies. For the avoidance of doubt, components no less favorable than what it provides under any current Google is permitted to place its what it provides under any current search syndication agreements as of ordinary commercial restrictions on search syndication agreements as of the date of entry of this Final the use and display of its syndicated the date of entry of this Final Judgment. results and content. Google is also Judgment. Google is also permitted permitted to place its ordinary to place its ordinary commercial commercial restrictions on scraping, restrictions on scraping, indexing, or indexing, crawling, or otherwise crawling the syndicated results and storing or analyzing the syndicated content. results and content. 8. It shall be the Qualified 9. It will be the Qualified 8. It shall be the Qualified Competitor’s sole discretion to Competitor’s sole discretion to Competitor’s sole discretion to determine how much information to determine how much information to determine how much information to share with Google regarding the end- share with Google regarding the end- share with Google regarding the end user, except that Google may require user, except that Google may impose user except that Google may require a Qualified Competitor to share its ordinary commercial terms as is a Qualified Competitor to share information with Google regarding necessary for the purposes of information with Google regarding the end-user, on terms no less (1) search syndication functionality; the end user, on terms no less favorable than what any other user of (2) spam and abuse detection; and favorable than what any other user of Google’s search syndication (3) legal or regulatory compliance. Google’s search syndication products would receive as of the date products would receive as of the date of entry of this Final Judgment, as is of entry of this Final Judgment, as is

62 necessary for the purposes of necessary for the purposes of (1) basic search syndication (1) basic search syndication functionality; (2) spam and abuse functionality; (2) spam and abuse detection; and (3) legal or regulatory detection; and (3) legal or regulatory compliance. compliance. 9. Google may not retain or use 10. Google is permitted to retain 9. Google may not retain or use (in any way) syndicated queries or or use data collected from Qualified (in any way) syndicated queries or other information it obtains under Competitors in provisioning of the other information it obtains under Section V.A for its own products and service under Section V for Google’s Section V.A for its own products and services beyond the most limited own products and services to the services beyond the most limited retention and use permitted under same extent Google retains or uses retention and use permitted under any of Google’s current search data in the ordinary course from any of Google’s current search syndication agreements as of the date other users of its search syndication syndication agreements as of the of entry of this Final Judgment. service. date of entry of this Final Judgment. 10. For the avoidance of doubt, 11. For the avoidance of doubt, 10. For the avoidance of doubt, this Final Judgment only requires this Final Judgment only requires this Final Judgment only requires Google to provide syndication for Google to provide syndication for Google to provide syndication for queries that originate in the United queries that originate in the United queries that originate in the United States. Synthetic queries are not States, from human end users of the States, from human end users of the eligible for syndication under this Qualified Competitor. Queries from Qualified Competitor. Queries from Final Judgment. a syndicator of the Qualified a syndicator of the Qualified Competitor and synthetic queries are Competitor and synthetic queries are not eligible for syndication under the not eligible for syndication under the Final Judgment. Final Judgment. [No similar provision.] 12. If Google in good faith 11. If Google in good faith believes a Qualified Competitor is in believes a Qualified Competitor is in breach of the terms of its agreement, breach of the terms of its agreement, it may exercise its rights under the it may exercise its rights under the agreement. Google must also agreement. Google must also provide simultaneous notice to the provide simultaneous notice to the Technical Committee of the breach Technical Committee of the breach and the actions Google is taking in and the actions Google is taking in light of the breach. light of the breach. [No similar provision.] [No similar provision.] Within sixty (60) days of the Effective Date of this Final Judgment, Plaintiffs and the Technical Committee, with input from Google, shall create and submit to the Court a template for such license. C. Existing Syndication C. Existing Syndication C. Existing Syndication Agreements: The provisions of this Agreements: The provisions of this Agreements: The provisions of this Section V shall have no effect on any Section V will have no effect on any Section V will have no effect on any existing Google syndication existing Google search syndication existing Google search syndication agreements with third parties or on its agreements with third parties or on agreements with third parties or on ability to enter into syndication Google’s ability to enter into search Google’s ability to enter into search agreements with third parties other syndication contracts with third parties syndication agreements with third than Qualified Competitors, except other than Qualified Competitors, parties other than Qualified that Google shall permit any entity except that Google must permit any Competitors, except that Google shall with an existing syndication agreement entity with an existing search permit any entity with an existing who becomes a Qualified Competitor, syndication agreement who becomes a search syndication agreement who

63 at the Qualified Competitor’s sole Qualified Competitor, at the Qualified becomes a Qualified Competitor, at the discretion, to terminate its existing Competitor’s sole discretion, to Qualified Competitor’s sole discretion, agreement in favor of the remedies in terminate its existing agreement in to terminate its existing agreement in this Section V. favor of the remedies in this Section V. favor of the remedies in this Section V.

VI. SEARCH TEXT AD AUCTION CHANGES AND SEARCH TEXT ADS SYNDICATION

Plaintiffs’ Proposal Google’s Proposal Final Judgment A. Search Text Ads Auction A. Search Text Ads Auction A. Search Text Ads Auction Changes: Within a reasonable period Changes: Within a reasonable period Changes: Within a reasonable period of time after the Technical of time after the Technical of time after the Technical Committee’s appointment, Plaintiffs Committee’s appointment, Plaintiffs Committee’s appointment, Plaintiffs shall submit a proposal to the Court, and the Technical Committee shall shall submit a proposal to the Court, informed by the Technical submit a proposal to the Court, by informed by the Technical Committee’s views, by which Google which Google shall periodically Committee’s views, by which Google shall periodically provide the provide the Technical Committee and shall periodically provide the Technical Committee and Plaintiffs a Plaintiffs a report outlining all changes Technical Committee and Plaintiffs a report outlining all changes to its to its Search Text Ads auction meeting report outlining all changes to its Search Text Ads auction meeting certain parameters and, for each such Search Text Ads auction meeting certain parameters and, for each such change, (1) Google’s public disclosure certain parameters and, for each change, (1) Google’s public disclosure of that change or (2) a statement why change, (1) Google’s public disclosure of that change or (2) a statement why no public disclosure is necessary. The of that change or (2) a statement why no public disclosure is necessary. proposal shall detail the types of no public disclosure is necessary. Plaintiffs’ proposal shall detail the changes that must be disclosed, the Plaintiffs’ proposal shall detail the types of changes that must be frequency of disclosure, the steps to types of changes that must be disclosed, the frequency of disclosure, mitigate undue burden on Google, and disclosed, the frequency of disclosure, the steps to mitigate undue burden on the steps to ensure any public the steps to mitigate undue burden on Google, and the steps to ensure any disclosure of an ad auction change (if Google, and the steps to ensure any public disclosure of an ad auction not already made by Google) avoids public disclosure of an ad auction change (if not already made by revealing Google’s trade secrets, in change (if not already made by Google) avoids revealing Google’s accord with the Court’s instructions in Google) avoids revealing Google’s trade secrets, in accord with the its September 2, 2025, Memorandum trade secrets, in accord with the Court’s instructions in its September 2, Opinion. For the avoidance of doubt, Court’s instructions in its September 2, 2025, Memorandum Opinion. Google need not report on auction 2025, Memorandum Opinion. Plaintiffs have the right to challenge experiments, which are generally Plaintiffs have the right to challenge any disclosure they deem inadequate. tested on some fraction of Google’s any disclosure they deem inadequate. For the avoidance of doubt, Google Search Text Ads traffic. Should any of For the avoidance of doubt, Google need not report on auction these auction experiments result in ad need not report on auction experiments, which are generally auction launches that fall within the experiments, which are generally tested on some fraction of Google’s types of changes that must be disclosed tested on some fraction of Google’s Search Text Ads traffic, but Google under this Section, Google shall Search Text Ads traffic, but Google shall disclose changes to the Search disclose such changes to Plaintiffs and shall disclose changes to the Search Text Ads auction that result from any the Technical Committee. Text Ads auction that result from any such auction experiments. such auction experiments. B. Search Text Ads Syndication: B. Search Text Ads Syndication: B. Search Text Ads Syndication: Google shall take steps sufficient to Google must take steps sufficient to Google shall take steps sufficient to make available to any Qualified make available to any Qualified make available to any Qualified Competitor a Search Ads Syndication Competitor a Search Text Ads Competitor a Search Text Ads License whose term will be five (5) syndication agreement whose term Syndication License whose term will years from the date the license is will be five (5) years from the date be five (5) years from the date the

64 signed. The Search Text Ads Google’s Search Text Ads syndication license is signed. The Search Text Ads syndication agreement shall have the service, as set forth in this Final syndication agreement shall have the following additional features: Judgment, is made available to the following additional features: Qualified Competitor, unless there are fewer than five (5) years remaining before expiration of the term of the Final Judgment, in which case the term will be the remainder of the term of the Final Judgment. The Search Text Ads syndication agreement must have the following additional features: 1. Google shall provide latency, 1. Google will provide latency, 1. Google shall provide latency, reliability, and performance reliability, and performance reliability, and performance functionally equivalent to what functionally equivalent to what functionally equivalent to what Google provides any other user of Google ordinarily provides to other Google ordinarily provides to other Google’s Search Text Ads users of Google’s Search Text Ads users of Google’s Search Text Ads syndication products, e.g., AdSense syndication products, e.g., AdSense syndication products, e.g., AdSense for Search, or any other current or for Search, with respect to queries for Search, or any other current or future products offering syndicated originating in the United States. For future products offering syndicated Search Text Ads. Search Text Ads the avoidance of doubt, Google’s Search Text Ads. Search Text Ads syndication licenses to Qualified obligations do not extend to latency, syndication licenses to Qualified Competitors shall include all types of reliability, and performance Competitors shall include all types Search Text Ads (including any differences that result from of Search Text Ads (including any assets, extensions, or similar Search differences in product assets, extensions, or similar Search Text Ad variations) available implementation, users, or are Text Ad variations) available through its syndication products. otherwise outside of Google’s through its syndication products. For the avoidance of doubt, Google syndication products. For the avoidance of doubt, Google’s shall only provide syndication for 3. Google will make available to obligations do not extend to latency, queries that originate in the United Qualified Competitors all types of reliability, and performance States. Search Text Ads (including any differences that result from assets, extensions, or similar Search differences in product Text Ad variations) that are available implementation, users, or are through its Search Text Ads otherwise outside of Google’s syndication products. syndication products. 2. Google shall provide the 2. Google will offer these 2. Google shall provide the Search Ads Syndication License to syndication services on a non- Search Text Ads Syndication Qualified Competitors on financial discriminatory basis to Qualified License to Qualified Competitors on terms no worse than those offered to Competitors at market rates financial terms no worse than those any other user of Google’s Search consistent with ordinary commercial offered to any other user of Google’s Text Ads syndication products. terms agreed to by other users of Search Text Ads syndication Google’s Search Text Ads products. syndication products, e.g., AdSense for Search, with respect to queries originating in the United States. 3. Google shall not require 11. It will be the Qualified 3. Google shall not require Qualified Competitors to share more Competitor’s sole discretion to Qualified Competitors to share more information with Google regarding determine how much information to information with Google regarding the end-user than it requires from share with Google regarding the end- the end user than it requires from any any other user of Google’s Search user, except that Google may impose other user of Google’s Search Text Text Ads syndication products. its ordinary commercial terms for the Ads syndication products.

65 purposes of (1) ad syndication functionality; (2) spam and abuse detection; and/or (3) legal or regulatory compliance. 4. The only permitted use of the 7. The only permitted use of the 4. The only permitted use of the information and data that Qualified information and data that Qualified information and data that Qualified Competitors obtain from Google Competitors obtain from Google Competitors obtain from Google pursuant to this Section VI is to pursuant to this Section VI is to pursuant to this Section VI is to display the ad results to the end user display the ad results to the end user display the ad results to the end user who submitted the associated query, who submitted the associated query, who submitted the associated query, as further detailed in this section. for the exclusive purpose of serving as further detailed in this section, users located in the United States except as permitted by Section through a General Search Engine, VI.B.9. Search Text Ads, and/or a Third- Party GenAI Product. 5. Google shall (i) make the 4. Google will make the 5. Google shall (i) make the purchase of ads syndicated under this purchase of ads syndicated under purchase of ads syndicated under Section VI.B available to advertisers this Section VI available to this Section VI.B available to on a nondiscriminatory basis advertisers on a nondiscriminatory advertisers on a non-discriminatory comparable to, and no more basis comparable to, and no more basis comparable to, and no more burdensome than, the availability of burdensome than, the availability of burdensome than, the availability of Google’s other Search Text Ads; Google’s other Search Text Ads, and Google’s other Search Text Ads and (ii) include Qualified Competitors in must offer advertisers the choice to (ii) include Qualified Competitors in its Search Partner Network; and opt into showing ads on Qualified its Search Partner Network. (iii) provide advertisers the option to Competitors’ websites, consistent appear on each individual Qualified with Google’s ordinary commercial Competitor’s sites on a site-by-site terms, policies, and functionality basis (i.e., an advertiser can choose offered to other users of Google’s to appear as a syndicated result on a Search Text Ads syndication Qualified Competitor’s site products. regardless of whether it opts into the Search Partner Network or chooses to appear on any other site, including Google.com) to the same extent advertisers have such choice for any Google Search Text Ads Syndicator as of the date of entry of this Final Judgment. 6. Qualified Competitors shall 5. Qualified Competitors shall 6. Qualified Competitors shall have the same formatting flexibility have the same formatting flexibility have the same formatting flexibility available to any other user of with respect to the Search Text Ads available to any other user of Google’s Search Text Ads syndicated pursuant to this Judgment Google’s Search Text Ads syndication products, shall be free to as Google makes available to other syndication products, shall be free to use other providers of syndicated users of Google’s Search Text Ads use other providers of syndicated search ads or display their own ads, syndication products. search ads or display their own ads,

66 and shall not be required to provide 6. Qualified Competitors shall and shall not be required to provide Google ads with preferential be free to use other providers of Google ads with preferential placement over equivalent ads syndicated search ads or display placement over equivalent ads requested from other sources. their own ads, and Qualified requested from other sources. Google may place only ordinary- Competitors shall not be required to Google may place only ordinary- course restrictions on the use or provide Google ads with preferential course restrictions on the use or display of syndicated ad content placement over equivalent ads display of syndicated ad content, but intended to guard against “trick or requested from other sources. such restrictions shall be no more click” schemes, ensure the proper 8. Google may impose its restrictive than those applied to any ordering of ads, guarantee ad quality, ordinary commercial terms and other user of Google’s Search Text protect the advertiser, or prevent ad policies. For the avoidance of doubt, Ads syndication products. Google is misuse, and may place restrictions Google is permitted to place its also permitted to place its ordinary on scraping, indexing, or crawling ordinary commercial restrictions on commercial restrictions on scraping, syndicated results, but such the use and display of its syndicated indexing, or crawling the syndicated restrictions shall be no more ads. Google is also permitted to ads. restrictive than those applied to any place its ordinary commercial other user of Google’s Search Text restrictions on scraping, indexing, Ads syndication products. crawling, or otherwise storing or analyzing the syndicated ads. 7. Google may only retain or use 9. Google is permitted to retain 7. Google is permitted to retain (in any way) syndicated queries or or use data collected from Qualified or use data collected from Qualified other information it obtains under Competitors in provisioning of the Competitors in provisioning of the this Section VI.B to “build, improve, service under Section VI for service under Section VI for and maintain” its ad infrastructure in Google’s own products and services Google’s own products and services the same manner it used such for the purpose of building, for the purpose of building, information as of the date of entry of improving, and maintaining its ads improving, and maintaining its ads this Final Judgment. infrastructure and shared ads infrastructure and shared ads systems. Google’s use of Qualified systems. Google’s use of Qualified Competitors’ data for these purposes Competitors’ data for these purposes will be the same as Google’s use of will be the same as Google’s use of data from other users of its Search data from other users of its Search Text Ads syndication products. Text Ads syndication products. 8. Google need not grant 10. Google need not grant 8. Google need not grant Qualified Competitors the right to set Qualified Competitors the right to Qualified Competitors the right to a minimum cost per click for set a minimum cost per click for set a minimum cost per click for syndicated ads unless failing to do so syndicated ads. syndicated ads unless failing to do so would violate Section VI.B.1. would violate Section VI.B.1. 9. For the avoidance of doubt, 12. For the avoidance of doubt, 9. For the avoidance of doubt, this Final Judgment only requires this Final Judgment only requires this Final Judgment only requires Google to provide syndication for Google to provide syndication for Google to provide syndication for queries that originate in the United queries that originate in the United queries that originate in the United States, from human end users. States, from human end users of the States, from human end users. Synthetic queries are not eligible for Qualified Competitor. Queries from Synthetic queries are not eligible for syndication under the Final a syndicator of the Qualified syndication under the Final Judgment. Competitor and synthetic queries are Judgment. Queries from a not eligible for syndication under the syndicator of the Qualified Final Judgment. Competitor are not eligible for syndication under the Final Judgment, unless such Qualified Competitor has been certified as a

67 Competitor to a Google ads platform (e.g., Google Ads). 10. If Google in good faith 13. If Google in good faith 10. If Google in good faith believes a Qualified Competitor is in believes a Qualified Competitor is in believes a Qualified Competitor is in breach of the terms of its agreement breach of the terms of its agreement, breach of the terms of its agreement under this Section VI, Google may it may exercise its rights under the under this Section VI, Google may exercise its rights under the agreement. Google must also exercise its rights under the agreement. Before exercising such provide simultaneous notice to the agreement. Before exercising such rights, Google shall first provide Technical Committee of the breach rights, Google shall first provide simultaneous notice to the Technical and the actions Google is taking in simultaneous notice to the Technical Committee and the Plaintiffs of the light of the breach. Committee and the Plaintiffs of the breach and the actions Google is breach and the actions Google is taking in light of the breach. Google taking in light of the breach. Google shall provide this notice in time such shall provide this notice in time such that Plaintiffs have a reasonable that Plaintiffs have a reasonable period of time to raise objections. If period of time to raise objections. If Plaintiffs object and seek a Plaintiffs object and seek a resolution by the Court, Google may resolution by the Court, Google may not take any action until the later of not take any action until the later of (i) two weeks after Plaintiffs seek (i) two weeks after Plaintiffs seek Court intervention, if the Court does Court intervention, if the Court does not act, or (ii) until further order of not act, or (ii) until further order of the Court, if the Court intervenes. the Court, if the Court intervenes. Google may seek expedited consideration from the Court if the circumstances warrant such treatment. 11. Google shall be entitled to 14. Google will be entitled to 11. Google shall be entitled to propose additional terms to the propose additional terms to the propose additional terms to the Search Text Ad syndication Search Text Ad syndication Search Text Ad syndication agreements with Qualified agreements with Qualified agreements with Qualified Competitors as necessary to Competitors as necessary to Competitors as necessary to guarantee ad quality, protect guarantee ad quality, protect guarantee ad quality, protect advertisers, and prevent ad misuse. advertisers, and prevent ad misuse. advertisers, and prevent ad misuse. Qualified Competitors are free to Qualified Competitors are free to reject these proposed additional reject these proposed additional terms. Google shall provide terms. Google shall provide simultaneous notice to the Technical simultaneous notice to the Technical Committee and the Plaintiffs of any Committee and the Plaintiffs of any such term and allow Plaintiffs a such term and allow Plaintiffs a reasonable period of time to raise reasonable period of time to raise objections. If Plaintiffs object and objections. If Plaintiffs object and seek a resolution by the Court, seek a resolution by the Court, Google may not modify its Search Google may not modify its Search Text Ad syndication agreements Text Ad syndication agreements under this Section VI until the later under this Section VI until the later of (i) two weeks after Plaintiffs seek of (i) two weeks after Plaintiffs seek Court intervention, if the Court does Court intervention, if the Court does not act, or (ii) until further order of not act, or (ii) until further order of the Court, if the Court intervenes. the Court, if the Court intervenes. Google may seek expedited

68 consideration from the Court if the circumstances warrant such treatment. 12. Qualified Competitors may 15. Qualified Competitors may 12. Qualified Competitors may elect, in their sole discretion, which elect, in their sole discretion, the elect, in their sole discretion, the queries (some or all) for which they queries for which they will request queries for which they will request will request syndicated search text ad syndicated ad results. syndicated ad results. results and which syndication components to display or use and may do so in any manner they choose, except that Google may impose restrictions on the display or use of syndication components no less favorable than what it provides under current search text ad syndication agreements as of the date of entry of this Final Judgment. [No similar provision.] [No similar provision.] Within sixty (60) days of the Effective Date of this Final Judgment, Plaintiffs and the Technical Committee, with input from Google, shall create and submit to the Court a template for such license. C. Existing Syndication C. Existing Syndication C. Existing Syndication Agreements: The provisions of this Agreements: The provisions of this Agreements: The provisions of this Section VI shall have no effect on any Section VI will have no effect on any Section VI shall have no effect on any existing Google search text ad existing Google Search Text Ad existing Google Search Text Ad syndication agreements with third syndication agreements with third syndication agreements with third parties or on its ability to enter into parties or on Google’s ability to enter parties or on Google’s ability to enter search text ad syndication agreements into Search Text Ad syndication in Search Text Ad syndication with third parties other than Qualified contracts with third parties other than agreements with third parties other Competitors, except that Google shall Qualified Competitors, except that than Qualified Competitors, except permit any entity with an existing Google must permit any entity with an that Google shall permit any entity search text ad syndication agreement existing Search Text Ad syndication with an existing Search Text Ad who becomes a Qualified Competitor, agreement who becomes a Qualified syndication agreement who becomes a at the Qualified Competitor’s sole Competitor, at the Qualified Qualified Competitor, at the Qualified discretion, to terminate its existing Competitor’s sole discretion, to Competitor’s sole discretion, to agreement in favor of the remedies in terminate its existing agreement in terminate its existing agreement in this Section VI. favor of the remedies in this favor of the remedies in this Section VI. Section VI.

VII. COMPLIANCE, ADMINISTRATION, AND ENFORCEMENT PROCEDURES

Plaintiffs’ Proposal Google’s Proposal Final Judgment A. Technical Committee: A. Technical Committee: A. Technical Committee: 1. Within sixty (60) days of entry 1. Within sixty (60) days of entry 1. Within sixty (60) days of entry of this Final Judgment, the Court will of this Final Judgment, the Court of this Final Judgment, the Court appoint, pursuant to the procedures will appoint, pursuant to the will appoint, pursuant to the below, a five-person Technical procedures below, a five-person procedures below, a five-person Committee (“TC”) to assist in Technical Committee (“TC”) to Technical Committee to assist in

69 enforcement of and compliance with assist in enforcement of and enforcement of and compliance with this Final Judgment. compliance with this Final this Final Judgment. Judgment. 2. The TC members shall be 2. The TC members must be 2. The TC members shall be experts in some combination of experts in some combination of experts in some combination of software engineering, information software engineering, information software engineering, information retrieval, artificial intelligence, retrieval, artificial intelligence, retrieval, artificial intelligence, economics, behavioral science, as economics, behavioral science, and economics, behavioral science, and well as data privacy and data data privacy and data security. No data privacy and data security. No security. No TC member may have a TC member may have a conflict of TC member may have a conflict of conflict of interest that could prevent interest that could prevent them from interest that could prevent them from them from performing their duties in performing their duties in a fair and performing their duties in a fair and a fair and unbiased manner. In unbiased manner. In addition, unless unbiased manner. In addition, unless addition, unless Plaintiffs the Court approves, no TC member: the Court so approves, no TC specifically consent, no TC member: member: a. may have been employed in a. may have been employed in a. may have been employed in any capacity by Google or any any capacity by Google or any any capacity by Google or any Competitor to Google within the Competitor to Google within the Competitor to Google within the six-month period directly six-month period directly six-month period directly predating their appointment to the predating their appointment to the predating their appointment to the TC; TC; TC; b. may have been retained by b. may have been retained as a b. may have been retained by any party as a consulting or consulting or testifying expert by any party as a consulting or testifying expert in this action; or any part in this action; or testifying expert in this action; or c. may perform any work for c. may perform any work for c. may perform any work for Google or any Competitor of Google or any Competitor of Google or any Competitor of Google during the time that they Google during the time that they Google during the time that they serve on the TC and for one (1) serve on the TC and for one (1) serve on the TC and for one (1) year after ceasing to serve on the year after ceasing to serve on the year after ceasing to serve on the TC. TC. TC. 3. Within thirty (30) days of 3. Within thirty (30) days of 3. Within thirty (30) days of entry of this Final Judgment, entry of this Final Judgment, entry of this Final Judgment, Plaintiff United States (after Plaintiff United States (after Plaintiff United States (after consultation with the Co-Plaintiff consultation with the Co-Plaintiff consultation with the Co-Plaintiff States), the Colorado Plaintiff States, States), the Colorado Plaintiff States, States), the Colorado Plaintiff States, and Google shall each select one and Google will each select one and Google shall each select one member of the TC, and a majority of member of the TC, and a majority of member of the TC, and a majority of those three members will then select those three members will then select those three members will then select the remaining two members. the remaining two members. the remaining two members. Plaintiff United States’ appointee Plaintiff United States’ appointee Plaintiff United States’ appointee shall serve as chair. The selection will serve as chair. The selection and shall serve as chair. The selection and approval process shall be as approval process will be as follows: and approval process shall be as follows: follows: a. As soon as practicable after a. As soon as practicable after a. As soon as practicable after submission of this Final Judgment submission of this Final Judgment submission of this Final Judgment to the Court, the Plaintiffs as a to the Court, the Plaintiffs as a to the Court, the Plaintiffs as a group shall identify to Google the group will identify to Google the group shall identify to Google the individuals they propose to select individuals they propose to select individuals they propose to select as their designees to the TC, and as their designees to the TC, and as their designees to the TC, and Google shall identify to Plaintiffs Google will identify to Plaintiffs Google shall identify to Plaintiffs

70 the individual it proposes to select the individual it proposes to select the individual it proposes to select as its designees. No party may as its designee. No party may as its designee. No party may object to a selection on any ground object to a selection on any ground object to a selection on any ground other than failure to satisfy the other than failure to satisfy the other than failure to satisfy the requirements of Section VII.A.2 requirements of Paragraph VII.A.2 requirements of Section VII.A.2 above. Any such objection shall be above. Any such objection must above. Any such objection shall made within ten (10) business days be made within ten (10) business be made within ten (10) business of receipt of notification of days of the receipt of notification days of receipt of notification of selection. of selection. selection. b. The Plaintiffs shall apply to b. The Plaintiffs will apply to the b. The Plaintiffs shall apply to the Court for appointment of the Court for appointment of the the Court for appointment of the persons selected pursuant to persons selected pursuant to persons selected pursuant to Section VII.A.3.a) above. Any Paragraph VII.A.3.a above. Any Section VII.A.3.a above. Any objections to the eligibility of a objections to the eligibility of a objections to the eligibility of a selected person that the parties selected person that the parties selected person that the parties have failed to resolve between have failed to resolve between have failed to resolve between themselves will be decided by the themselves will be decided by the themselves will be decided by the Court based solely on the Court based solely on the Court based solely on the requirements stated in Section requirements stated in Paragraph requirements stated in Section VII.A.2 above. VII.A.2 above. VII.A.2 above. c. As soon as practicable after c. As soon as practicable after c. As soon as practicable after their appointment by the Court, the their appointment by the Court, the their appointment by the Court, the three members of the TC selected three members of the TC selected three members of the TC selected by the Plaintiffs and Google (the by the Plaintiffs and Google (the by the Plaintiffs and Google (the “Standing Committee Members”) “Standing Committee Members”) “Standing Committee Members”) shall identify to the Plaintiffs and will identify to the Plaintiffs and shall identify to the Plaintiffs and Google the persons that they in Google the persons that they in Google the persons that they in turn propose to select as the turn propose to select as the turn propose to select as the remaining members of the TC. remaining members of the TC. remaining members of the TC. The Plaintiffs and Google shall not The Plaintiffs and Google must not The Plaintiffs and Google shall not object to these selections on any object to these selections on any object to these selections on any grounds other than failure to grounds other than failure to grounds other than failure to satisfy the requirements of Section satisfy the requirements of satisfy the requirements of Section VII.A.2 above. Any such Paragraph VII.A.2 above. Any VII.A.2 above. Any such objection shall be made within ten such objection must be made objection shall be made within ten (10) business days of receipt of within ten (10) business days of (10) business days of receipt of notification of the selection and the receipt of notification of the notification of selection and shall shall be served on the other party selection and must be served on be served on the other party as well as well as on the Standing the other party as well as on the as on the Standing Committee Committee Members. Standing Committee Members. Members. d. The Plaintiffs shall apply to d. The Plaintiffs will apply to the d. The Plaintiffs shall apply to the Court for appointment of the Court for appointment of the the Court for appointment of the persons selected by the Standing persons selected by the Standing persons selected by the Standing Committee Members. If the Committee Members. If the Committee Members. If the Standing Committee Members Standing Committee Members Standing Committee Members cannot agree on the fourth or fifth cannot agree on the fourth or fifth cannot agree on the fourth or fifth members of the TC, that member members of the TC, that member members of the TC, that member or members shall be appointed by or members will be appointed by or members shall be appointed by the Court. Any objection by the Court. Any objection by the Court. Any objection by Plaintiffs or Google to the Plaintiffs or Google to the Plaintiffs or Google to the eligibility of the person selected by eligibility of the person selected by eligibility of the person selected by

71 the Standing Committee Members the Standing Committee Members the Standing Committee Members which the parties have failed to which the parties have failed to which the parties have failed to resolve among themselves shall resolve among themselves will resolve among themselves shall also be decided by the Court based also be decided by the Court based also be decided by the Court based solely on the requirements stated solely on the requirements stated solely on the requirements stated in Section VII.A.2 above. in Paragraph VII.A.2 above. in Section VII.A.2 above. 4. The Standing Committee 4. The Standing Committee 4. The Standing Committee Members shall serve for an initial Members will serve for an initial Members shall serve for an initial term of thirty-six (36) months; the term of thirty-six (36) months; the term of thirty-six (36) months; the remaining members shall serve for remaining members will serve for an remaining members shall serve for an initial term of thirty (30) months. initial term of thirty (30) months. At an initial term of thirty (30) months. At the end of a TC member’s term, the end a TC member’s term, the At the end of a TC member’s term, the party that originally selected party that originally selected them the party that originally selected them may, in its sole discretion, may, in its sole discretion, either them may, in its sole discretion, either request re-appointment by the request re-appointment by the Court either request re-appointment by the Court to additional terms of the same to additional terms of the same Court to additional terms of the same length, or replace the TC member in length, or replace the TC member in length, or replace the TC member in the same manner as provided for in the same manner as provided for in the same manner as provided for in Section VII.A.3 above. In the case Paragraph VII.A.3 above. In the Section VII.A.3 above. In the case of the fourth and fifth members of case of the fourth and fifth members of the fourth and fifth members of the TC, those members shall be re- of the TC, those members will be re- the TC, those members shall be re- appointed or replaced in the manner appointed or replaced in the manner appointed or replaced in the manner provided in Section VII.A.3 above. provided in Paragraph VII.A.3 provided in Section VII.A.3 above. above. 5. If Plaintiffs determine that a 5. If any party determines that a 5. If any party determines that a member of the TC has failed to act member of the TC has failed to act member of the TC has failed to act diligently and consistently with the diligently and consistently with the diligently and consistently with the purposes of this Final Judgment, or purposes of this Final Judgment, purposes of this Final Judgment, if a member of the TC resigns, or for they may petition the Court for they may petition the Court for any other reason ceases to serve in removal of that member. If a removal of that member. If a their capacity as a member of the TC, member of the TC is removed by the member of the TC is removed by the the person or persons that originally Court, resigns, or for any other Court, resigns, or for any other selected the TC member shall select reason ceases to serve in their reason ceases to serve in their a replacement member in the same capacity as a member of the TC, the capacity as a member of the TC, the manner as provided for in Section person or persons that originally person or persons that originally VII.A.3 above. selected the TC member will select a selected the TC member shall select replacement member in the same a replacement member in the same manner as provided for in Paragraph manner as provided for in Section VII.A.3 above. VII.A.3 above. 6. Promptly after appointment of 6. Promptly after appointment of 6. Promptly after appointment of the TC by the Court, the Plaintiffs the TC by the Court, the Plaintiffs the TC by the Court, the Plaintiffs shall enter into a Technical will enter into a Technical shall enter into a Technical Committee Services Agreement Committee Services Agreement Committee Services Agreement (“TC Services Agreement”) with (“TC Services Agreement”) with (“TC Services Agreement”) with each TC member that grants the each TC member that grants the each TC member that grants the rights, powers, and authorities rights, powers, and authorities rights, powers, and authorities necessary to permit the TC to necessary to permit the TC to necessary to permit the TC to perform its duties under this Final perform its duties under this Final perform its duties under this Final Judgment. Google shall indemnify Judgment. Google must indemnify Judgment. Google shall indemnify each TC member and hold them each TC member and hold them each TC member and hold them harmless against any losses, claims, harmless against any losses, claims, harmless against any losses, claims,

72 damages, liabilities or expenses damages, liabilities or expenses damages, liabilities, or expenses arising out of, or in connection with, arising out of, in connection with, the arising out of, or in connection with, the performance of the TC’s duties, performance of the TC’s duties, the performance of the TC’s duties, except to the extent that such except to the extent that such except to the extent that such liabilities, losses, damages, claims, liabilities, losses, damages, claims, liabilities, losses, damages, claims, or expenses result from misfeasance, or expenses result from misfeasance, or expenses result from misfeasance, gross negligence, willful or wanton gross negligence, willful or wanton gross negligence, willful or wanton acts, or bad faith by the TC member. acts, or bad faith by the TC member. acts, or bad faith by the TC member. The TC Services Agreements shall The TC Services Agreement must The TC Services Agreements shall include the following: include the following: include the following: a. The TC members shall serve, a. The TC members will serve, a. The TC members shall serve, without bond or other security, at without bond or security, at the without bond or other security, at the cost and expense of Google on cost and expense of Google on the cost and expense of Google on such terms and conditions as the such terms and conditions as the such terms and conditions as the Plaintiffs approve, including the parties agree, including the parties agree, including payment payment of reasonable fees and payment of reasonable fees and of reasonable fees and expenses. expenses. expenses. To the extent that the To the extent that the parties parties cannot agree on the terms cannot agree on the terms of a TC of a TC Services Agreement, the Services Agreement, the parties parties will submit such will submit such disagreement to disagreement to the Court for the Court for resolution. resolution. b. The TC Services Agreement b. The TC Services Agreement b. The TC Services Agreement shall provide that each member of will provide that each member of shall provide that each member of the TC must comply with the the TC must comply with the the TC must comply with the limitations provided for in Section limitations provided for in limitations provided for in Section VII.A.2 above. Paragraph VII.A.2 above. VII.A.2 above. 7. The TC shall have the 7. The TC has the following 7. The TC shall have the following powers and duties: powers and duties: following powers and duties: a. The TC shall have the power b. The TC will have the power to a. The TC shall have the power and authority to monitor Google’s advise and make and authority to monitor Google’s implementation of and compliance recommendations about the implementation of and compliance with its obligations under this standards to be applied for with its obligations under this Final Judgment, in the manner assessing, and the ultimate Final Judgment, in the manner describe further herein. determination of whether a third described further herein. party should qualify as a Qualified Competitor for purposes of this Final Judgment, see Paragraph IX.T. d. The TC will have the power to advise Plaintiffs and the Court about an appropriate cap on User- side Data disclosures to be made to Qualified Competitors, see Paragraph IV.B.4. e. The TC will have the power to advise Plaintiffs and the Court about appropriate User-side Data security and privacy safeguards, see Paragraph IV.C.

73 f. The TC will have the power to audit Qualified Competitors’ use of search and search text ads syndication services, see Paragraph IX.T. g. The TC will have the power to conduct data security and privacy safeguard audits of Qualified Competitors, see Paragraph IX.T. h. The TC will have the power to advise Plaintiffs and the Court about an appropriate tapering rate for search syndication, see Paragraph V.B.4. i. The TC will have the power to develop and propose parameters that inform Google what types of Search Text Ads auction changes must be brought to the attention of Plaintiffs and the Technical Committee, and receive disclosures from Google about Search Text Ads auctions changes, see Paragraph VI.A. b. The TC shall have the power c. The TC will have the power to b. The TC shall have the power to recommend reasonable data recommend reasonable data to recommend reasonable data security standards applicable to security standards applicable to security standards applicable to Qualified Competitors, which Qualified Competitors, which will Qualified Competitors, which shall be approved by the Plaintiffs. be submitted to the Court for shall be approved by the Plaintiffs. review and determination, see Paragraph IX.T. c. The TC may, on reasonable j. The TC may make reasonable c. The TC may, on reasonable notice to Google: and proportional requests notice to Google: necessary to perform its duties, on reasonable notice to Google, to: 1. interview, either 1. interview any Google i. interview, either informally or on the record, personnel, who may have informally or on the record, any Google personnel, who counsel present; any such any Google personnel, who may have their individual interview will be subject to may have their individual counsel present; any such the reasonable convenience counsel present; any such interview will be subject to of such personnel and interview will be subject to the reasonable convenience without restraint or the reasonable convenience of such personnel and interference by Google; of such personnel and without restraint or without restraint or interference by Google; interference by Google; 2. inspect and copy any 2. provide non- ii. inspect and copy any document in the possession, privileged documents and document in the possession, custody, or control of records in its possession, custody, or control of Google personnel; custody, or control; Google personnel;

74 3. obtain reasonable 3. obtain reasonable iii. obtain reasonable access to any system or access to systems or access to any system or equipment to which Google equipment to the extent equipment to which Google personnel have access; necessary to perform testing personnel have access; regarding appropriate User- side Data security and privacy safeguards, see Paragraph IV.C; and 4. obtain reasonable 4. obtain reasonable iv. obtain reasonable access to, and inspect, any access to any physical access to, and inspect, any physical facility, building or facilities, building or other physical facility, building, or other premises to which premises to the extent other premises to which Google personnel have necessary to perform testing Google personnel have access; and regarding appropriate User- access; and side Data security and privacy safeguards, see Paragraph IV.C. 5. require Google [No similar provision. v. require Google personnel to provide personnel to provide documents, data and other documents, data, and other information, and to submit information, and to submit reports to the TC containing reports to the TC containing such material, in such form such material, in such form as the TC may reasonably as the TC may reasonably direct. direct. [No similar provision.] 5. To the extent that [No similar provision.] Google and the TC cannot agree on the reasonable scope of any such request, the parties may submit such disagreement to the Court for resolution. d. The TC shall have access to [No similar provision.] d. The TC shall have access to Google’s source code and Google’s source code and algorithms, subject to a algorithms, subject to a confidentiality agreement, as confidentiality agreement, as approved by the Plaintiffs and to approved by the Plaintiffs and to be agreed to by the TC members be agreed to by the TC members pursuant to Section VII.A.8 below, pursuant to Section VII.A.8 below, and by any staff or consultants and by any staff or consultants who may have access to the source who may have access to the source code and algorithms. The TC may code and algorithms. The TC may study, interrogate and interact with study, interrogate, and interact the source code and algorithms in with the source code and order to perform its functions and algorithms in order to perform its duties, including the handling of functions and duties, including the complaints and other inquiries handling of complaints and other from third parties. inquiries from third parties. e. The TC shall receive [No similar provision.] e. The TC shall receive complaints from Google’s complaints from Google’s

75 Compliance Officer (as described Compliance Officer (as described in Section VII.B below), third in Section VII.B below), third parties, or the Plaintiffs and handle parties, or the Plaintiffs and handle them in the manner specified in them in the manner specified in Section VII.C below. Section VII.C below. f. The TC shall report in writing k. The TC must report in writing f. The TC shall report in writing to the Plaintiffs, initially every to the parties, initially every three to the Plaintiffs, initially every three (3) months for three (3) years (3) months for three (3) years and three (3) months for three (3) years and thereafter every six (6) months thereafter every six (6) months and thereafter every six (6) months until expiration of this Final until expiration of this Final until expiration of this Final Judgment, the actions it has Judgment, the actions it has Judgment, the actions it has undertaken in performing its duties undertaken in performing its duties undertaken in performing its duties pursuant to this Final Judgment, pursuant to this Final Judgment. pursuant to this Final Judgment, including the identification of each including the identification of each business practice reviewed and business practice reviewed and any recommendations made by the any recommendations made by the TC. TC. g. Regardless of when reports [No similar provision.] g. Regardless of when reports are due, when the TC has reason to are due, when the TC has reason to believe that there may have been a believe that there may have been a failure by Google to comply with failure by Google to comply with any term of this Final Judgment, or any term of this Final Judgment, or that Google is attempting to that Google is attempting to circumvent any provision of this circumvent any provision of this Final Judgment or the intended Final Judgment or the intended purposes of this Final Judgment, purposes of this Final Judgment, the TC shall immediately notify the TC shall immediately notify the Plaintiffs in writing setting the Plaintiffs in writing setting forth the relevant details. forth the relevant details. h. TC members may [No similar provision.] h. TC members may communicate with third parties communicate with third parties about how their complaints or about how their complaints or inquiries might be resolved with inquiries might be resolved with Google, so long as the Google, so long as the confidentiality of information confidentiality of information obtained from Google is obtained from Google is maintained. maintained. i. The TC may hire at the cost l. The TC may hire at the cost i. The TC may hire at the cost and expense of Google, with prior and expense of Google, with prior and expense of Google, with prior notice to Google and subject to notice to Google and subject to notice to Google and subject to approval by the Plaintiffs, such approval by the parties, such staff approval by the Plaintiffs, such staff or consultants (all of whom or consultants (all of whom must staff or consultants (all of whom must meet the qualifications of meet the qualifications of must meet the qualifications of Sections VII.A.2.a–c) as are Paragraphs VII.A.2.a-c) as are Sections VII.A.2.a–c) as are reasonably necessary for the TC to reasonably necessary for the TC to reasonably necessary for the TC to carry out its duties and carry out its duties and carry out its duties and responsibilities under this Final responsibilities under this Final responsibilities under this Final Judgment. The compensation of Judgment. The compensation of Judgment. The compensation of any person retained by the TC any person retained by the TC will any person retained by the TC shall be based on reasonable and be based on reasonable and shall be based on reasonable and

76 customary terms commensurate customary terms commensurate customary terms commensurate with the individual’s experience with the individual’s experience with the individual’s experience and responsibilities. and responsibilities, and subject to and responsibilities. approval by the parties. To the extent that the parties cannot agree on such a request, the parties will submit such disagreement to the Court for resolution. j. The TC shall account for all m. The TC must account for all j. The TC shall account for all reasonable expenses incurred, reasonable expenses incurred, reasonable expenses incurred, including agreed upon fees for the including agreed upon fees for the including agreed upon fees for the TC members’ services, subject to TC members’ services, subject to TC members’ services, subject to the approval of the Plaintiffs. the approval of the parties. To the the approval of the Plaintiffs. Google’s failure to promptly pay extent that the parties cannot agree Google’s failure to promptly pay the TC’s accounted-for costs and on the reasonableness of such the TC’s accounted-for costs and expenses, including for agents and expenses, the parties will submit expenses, including for agents and consultants, shall constitute a such disagreement to the Court for consultants, shall constitute a violation of this Final Judgment resolution. violation of this Final Judgment and may result in sanctions and may result in sanctions imposed by the Court. Google imposed by the Court. Google may, on application to the Court, may, on application to the Court, object to the reasonableness of any object to the reasonableness of any such fees or other expenses only if such fees or other expenses only if Google has conveyed such Google has conveyed such objections to the Plaintiffs and the objections to the Plaintiffs and the TC within ten (10) calendar days TC within ten (10) calendar days of receiving the invoice for such of receiving the invoice for such fees or other expenses. On any fees or other expenses. On any such application, (a) Google shall such application, (a) Google shall bear the burden to demonstrate bear the burden to demonstrate unreasonableness; (b) Google unreasonableness; (b) Google shall establish an escrow account shall establish an escrow account into which it deposits the disputed into which it deposits the disputed costs and expenses until the costs and expenses until the dispute is resolved; and (c) the TC dispute is resolved; and (c) the TC members shall be entitled to members shall be entitled to recover all costs incurred on such recover all costs incurred on such application (including reasonable application (including reasonable attorneys’ fees and costs), attorneys’ fees and costs), regardless of the Court’s regardless of the Court’s disposition of such application, disposition of such application, unless the Court expressly finds unless the Court expressly finds that the TC’s opposition to the that the TC’s opposition to the application was without application was without substantial justification. substantial justification. [No similar provision.] a. For the avoidance of doubt, k. Google may object to and be neither the TC nor Plaintiffs will heard by the Court on any have the right to make final recommendation from the TC or decisions as to the requirements of Plaintiffs as to the interpretations this Final Judgment. Google will or substantive requirements of this have the right to object to and be Final Judgment.

77 heard by the Court on any recommendation from the TC or Plaintiffs as to the interpretations of or substantive requirements of this Final Judgment. 8. Each TC member, and any 8. Each TC member, and any 8. Each TC member, and any consultants or staff hired by the TC, consultants or staff hired by the TC, consultants or staff hired by the TC, shall sign a confidentiality must sign a confidentiality shall sign a confidentiality agreement prohibiting disclosure of agreement prohibiting disclosure of agreement prohibiting disclosure of any information obtained in the any information obtained in the any information obtained in the course of performing his or her course of performing his or her course of performing his or her duties as a member of the TC or as a duties as a member of the TC or as a duties as a member of the TC or as a person assisting the TC, to anyone person assisting the TC, to anyone person assisting the TC, to anyone other than another TC member or a other than another TC member or a other than another TC member or a consultant or staff hired by the TC, consultant or staff hired by the TC, consultant or staff hired by the TC, Google, the Plaintiffs, or the Court. Google, the Plaintiffs, or the Court. Google, the Plaintiffs, or the Court. All information gathered by the TC All information gathered by the TC All information gathered by the TC in connection with this Final in connection with this Final in connection with this Final Judgment and any report and Judgment and any report and Judgment and any report and recommendations prepared by the recommendations prepared by the recommendations prepared by the TC shall be treated as Highly TC must be treated as Highly TC shall be treated as Highly Confidential under the Protective Confidential under the Protective Confidential under the Protective Order in this case, and shall not be Order in this case, and must not be Order in this case, and shall not be disclosed to any person other than disclosed to any person other than disclosed to any person other than another TC member or a consultant another TC member or a consultant another TC member or a consultant or staff hired by the TC, Google, the or staff hired by the TC, Google, the or staff hired by the TC, Google, the Plaintiffs, and the Court except as Plaintiffs, and the Court except as Plaintiffs, and the Court except as allowed by the Protective Order allowed by the Protective Order allowed by the Protective Order entered in the Action or by further entered in the Action or by further entered in the Action or by further order of this Court. No member of order of this Court. No member of order of this Court. No member of the TC may make any public the TC may make any public the TC may make any public statements relating to the TC’s statements relating to the TC’s statements relating to the TC’s activities. activities. activities. B. Internal Compliance Officer: C. Internal Compliance Officer: B. Internal Compliance Officer: 1. Google shall designate, within 1. Google shall designate, within 1. Google shall designate, within thirty (30) days of entry of this Final 30 days of entry of this Final thirty (30) days of entry of this Final Judgment, an employee of Google as Judgment, an internal Compliance Judgment, an employee of Google as the internal Compliance Officer with Officer who shall be an employee of the internal Compliance Officer with responsibility for administering Google with responsibility for responsibility for administering Google’s antitrust compliance administering Google’s antitrust Google’s antitrust compliance program and helping to ensure compliance program and helping to program and helping to ensure compliance with this Final ensure compliance with this Final compliance with this Final Judgment. Judgment. Judgment. 2. Within seven (7) days of the 2. Within seven (7) days of the 2. Within seven (7) days of the Compliance Officer’s appointment, Compliance Officer’s appointment, Compliance Officer’s appointment, Google shall identify to the Plaintiffs Google must identify to the Plaintiffs Google shall identify to the Plaintiffs the Compliance Officer’s name, the Compliance Officer’s name, the Compliance Officer’s name, business address, telephone number, business address, telephone number, business address, telephone number, and email address. Within fifteen and email address. Within fifteen and email address. Within fifteen (15) days of a vacancy in the (15) days of a vacancy in the (15) days of a vacancy in the

78 Compliance Officer position, Compliance Officer position, Compliance Officer position, Google shall appoint a replacement Google must appoint a replacement Google shall appoint a replacement and identify to the Plaintiffs the and identify to the Plaintiffs the and identify to the Plaintiffs the replacement Compliance Officer’s replacement Compliance Officer’s replacement Compliance Officer’s name, business address, telephone name, business address, telephone name, business address, telephone number, and email address. number, and email address. number, and email address. Google’s initial or replacement Google’s initial or replacement appointment of the Compliance appointment of the Compliance Officer is subject to the approval of Officer is subject to the approval of the Plaintiffs. the Plaintiffs. 3. The Compliance Officer shall 3. The Compliance Officer shall 3. The Compliance Officer shall supervise the review of Google supervise the review of Google’s supervise the review of Google activities to ensure that they comply activities to ensure that they comply activities to ensure that they comply with this Final Judgment. The with this Final Judgment. The with this Final Judgment. The Compliance Officer may be assisted Compliance Officer may be assisted Compliance Officer may be assisted by other employees of Google. by other employees of Google. by other employees of Google. 4. The Compliance Officer shall 4. The Compliance Officer shall 4. The Compliance Officer shall be responsible for performing the be responsible for performing the be responsible for performing the following activities: following activities: following activities: a. within thirty (30) days after a. within 45 days after entry of a. within forty-five (45) days entry of this Final Judgment, this Final Judgment, distributing a after entry of this Final Judgment, distributing a copy of the Final copy of the Final Judgment to all distributing a copy of the Final Judgment to all officers and officers and directors of Google; Judgment to all officers and directors of Google; directors of Google; b. distributing a copy of this b. promptly distributing a copy b. promptly distributing a copy Final Judgment to any person who of this Final Judgment to any of this Final Judgment to any succeeds to a position described in person who succeeds to a position person who succeeds to a position Section VII.B.4.a above within described in Paragraph VII.C.4.a; described in Section VII.B.4.a thirty (30) days of the date the above; person starts that position. c. ensuring that those persons c. ensuring that those persons c. ensuring that those persons designated by Section VII.B.4.a designated in Paragraph VII.C.4.a designated by Section VII.B.4.a above are annually trained on the are annually briefed on the above are annually briefed on the meaning and requirements of this meaning and requirements of this meaning and requirements of this Final Judgment and the U.S. Final Judgment and the U.S. Final Judgment and the U.S. antitrust laws and advising them antitrust laws and advising them antitrust laws and advising them that Google’s legal advisors are that Google’s legal advisors are that Google’s legal advisors are available to confer with them available to confer with them available to confer with them regarding any question concerning regarding any question concerning regarding any question concerning compliance with this Final compliance with this Final compliance with this Final Judgment or the U.S. antitrust Judgment or the U.S. antitrust law; Judgment or the U.S. antitrust laws; laws; d. obtaining from each person d. obtaining from each person d. obtaining from each person designated in Section VII.B.4.a designated in Paragraph VII.C.4.a designated in Section VII.B.4.a above an annual written an annual written certification that above an annual written certification that he or she: (i) has he or she: (i) has read and agrees to certification that he or she: (i) has read and agrees to abide by the abide by the terms of this Final read and agrees to abide by the terms of this Final Judgment; and Judgment; and (ii) has been terms of this Final Judgment and (ii) has been advised and advised and understands that his or (ii) has been advised and understands that his or her failure her failure to comply with this understands that his or her failure

79 to comply with this Final Final Judgment may result in a to comply with this Final Judgment may result in a finding finding of contempt of court; Judgment may result in a finding of contempt of court; of contempt of court; e. maintaining a record of all e. maintaining a record of all e. maintaining a record of all persons to whom a copy of this persons to whom a copy of this persons to whom a copy of this Final Judgment has been Final Judgment has been Final Judgment has been distributed and from whom the distributed and from whom the distributed and from whom the certification described in Section certification described in certification described in Section VII.B.4.d above has been Paragraph VII.C.4.d has been VII.B.4.d above has been obtained; obtained; obtained; f. annually communicating to all [No similar provision.] [No similar provision.] employees that they may disclose to the Compliance Officer, without reprisal for such disclosure, information concerning any violation or potential violation of this Final Judgment or the U.S. antitrust laws by Google, and establishing a confidential avenue for any employee to report potential violations. g. establishing and maintaining f. establishing and maintaining f. establishing and maintaining the website provided for in Section the website provided for in the website provided for in Section VII.C.2.a below; Paragraph VII.D.2.b; VII.C.2.a below; [No similar provision.] g. preparing the Annual [No similar provision.] Compliance Report described in Paragraph VII.B.2 and any Interim Report requested as described in Paragraph VII.B.3.a; h. receiving complaints from h. receiving complaints from g. receiving complaints from third parties, the TC, and the third parties or the Plaintiffs third parties, the TC, and the Plaintiffs concerning Google’s concerning Google’s compliance Plaintiffs concerning Google’s compliance with this Final with this Final Judgment and compliance with this Final Judgment and following the following the appropriate Judgment and following the appropriate procedures set forth in procedures set forth in Paragraph appropriate procedures set forth in Section VII.C below; VII.D; Section VII.C below; i. maintaining a record of all i. maintaining a record of all h. maintaining a record of all complaints received and action complaints received and action complaints received and action taken by Google with respect to taken by Google with respect to taken by Google with respect to each such complaint; and each such complaint; and each such complaint; and j. ensuring Google retains all j. ensuring employees retain all i. ensuring Google retains all relevant documents and relevant documents and relevant documents and electronically stored information, electronically stored information, electronically stored information, regardless of medium or form, regardless of medium or form, regardless of medium or form, related to this Final Judgment and regarding all complaints received related to this Final Judgment and all complaints received and or pursuant to Paragraph VII.D.1 and all complaints received and/or action taken by Google with action taken by Google with action taken by Google with respect to any complaint. respect to any such complaint. respect to any complaint. 5. Google shall within thirty (30) [No similar provision.] 5. Google shall within thirty (30) days further appoint a senior days further appoint a senior

80 business executive, who has business executive, who has visibility into any Google entity with visibility into any Google entity with obligations under this Final obligations under this Final Judgment, whom Google shall make Judgment, whom Google shall make available to update the Court on available to update the Court on Google’s compliance at regular Google’s compliance at regular status conferences or as otherwise status conferences or as otherwise ordered. ordered. 6. Google shall retain (if it has [No similar provision.] [No similar provision.] not already) a licensed attorney in good standing in California to collect documents and interview employees and generally review Google’s document retention practices and Google’s compliance with its legal discovery obligations under this case and final judgment. This attorney shall be retained for a term no shorter than eighteen (18) months. This attorney (and any team this attorney assembles) shall present to the Audit and Compliance Committee (or any successor Board Committee) on the retention of documents and Google’s compliance with its discovery obligations. C. Voluntary Dispute Resolution: D. Voluntary Dispute Resolution: C. Voluntary Dispute Resolution: 1. Third parties may submit 1. Third parties may submit 1. Third parties may submit complaints concerning Google’s complaints concerning Google’s complaints concerning Google’s compliance with this Final Judgment compliance with this Final Judgment compliance with this Final Judgment to the Plaintiffs, the TC, or the to the Plaintiffs or the Compliance to the Plaintiffs, the TC, or the Compliance Officer. Officer. Compliance Officer. 2. Third parties, the TC, or 2. Submissions to the 2. Third parties, the TC, or Plaintiffs in their discretion may Compliance Officer. Plaintiffs in their discretion may submit to the Compliance Officer a. Third parties or Plaintiffs in submit to the Compliance Officer any complaints concerning Google’s their discretion may submit to the any complaints concerning Google’s compliance with this Final Compliance Officer any compliance with this Final Judgment. Without in any way complaints concerning Google’s Judgment. Without in any way limiting their authority to take any compliance with this Final limiting their authority to take any other action to enforce this Final Judgment. Without in any way other action to enforce this Final Judgment, the Plaintiffs may submit limiting their authority to take any Judgment, the Plaintiffs may submit complaints to the Compliance other action to enforce this Final complaints to the Compliance Officer whenever doing so would be Judgment, the Plaintiffs may Officer whenever doing so would be consistent with the public interest. submit complaints related to consistent with the public interest. Google’s compliance with this Final Judgment to the Compliance Officer whenever doing so would be consistent with the public interest.

81 a. To facilitate the b. To facilitate the a. To facilitate the communication of complaints and communication of complaints and communication of complaints and inquiries by parties, theinquiries by parties, the inquiries by parties, the Compliance Officer shall place on Compliance Officer shall place on Compliance Officer shall place on Google’s website, in a manner Google’s corporate website, in a Google’s website, in a manner acceptable to the Plaintiffs, the manner reasonably acceptable to acceptable to the Plaintiffs, the procedures for submittingthe Plaintiffs, the procedures for procedures for submitting complaints. To encourage submitting complaints. To complaints. To encourage whenever possible the informal encourage whenever possible the whenever possible the informal resolution of complaints and informal resolution of complaints resolution of complaints and inquiries, the website shall provide and inquiries, the website must inquiries, the website shall provide a mechanism for communicating provide a mechanism for a mechanism for communicating complaints and inquiries to the communicating complaints and complaints and inquiries to the Compliance Officer. inquiries to the Compliance Compliance Officer. Officer. b. Google has thirty (30) days c. Google shall have 30 days b. Google has thirty (30) days after receiving a complaint to after receiving a complaint to after receiving a complaint to attempt to resolve or to reject it. attempt to resolve or to reject it. attempt to resolve or to reject it. c. Within thirty (30) days of [No similar provision.] c. Within thirty (30) days of receiving a complaint, the receiving a complaint, the Compliance Officer shall advise Compliance Officer shall advise the TC and Plaintiffs of the nature the TC and Plaintiffs of the nature of the complaint and its of the complaint and its disposition. The TC may then disposition. The TC may then propose to the Plaintiffs further propose to the Plaintiffs further actions consistent with this Final actions consistent with this Final Judgment, including consulting Judgment, including consulting with Plaintiffs regarding the with Plaintiffs regarding the complaint. complaint. 3. The Compliance Officer, third [No similar provisions.] 3. The Compliance Officer, third parties, or the Plaintiffs in their parties, or the Plaintiffs in their discretion may submit to the TC any discretion may submit to the TC any complaints concerning Google’s complaints concerning Google’s compliance with this Final compliance with this Final Judgment. Judgment. a. The TC shall investigate the a. The TC shall investigate the complaints it receives and shall complaints it receives and shall consult with the Plaintiffs consult with the Plaintiffs regarding its investigation. At regarding its investigation. At least once during its investigation, least once during its investigation, and more often when it may help and more often when it may help resolve the complaints informally, resolve the complaints informally, the TC shall meet with the the TC shall meet with the Compliance Officer to allow Compliance Officer to allow Google to respond to the substance Google to respond to the substance of the complaints and to determine of the complaints and to determine whether the complaints can be whether the complaints can be resolved without further resolved without further proceedings. proceedings.

82 b. Following its investigation, b. Following its investigation, the TC shall advise Google and the the TC shall advise Google and the Plaintiffs of its conclusion and its Plaintiffs of its conclusion and its proposal for cure. proposal for cure. c. Reports and recommendations c. Reports and recommendations from the TC may be received into from the TC may be received into evidence by the Court in evidence by the Court in connection with any effort by any connection with any effort by any Plaintiff to enforce this Final Plaintiff to enforce this Final Judgment but shall not be Judgment but shall not be otherwise made available in any otherwise made available in any other court or tribunal related to other court or tribunal related to any other matter. No member of any other matter. No member of the TC shall be required to testify the TC shall be required to testify by deposition, in court, or before by deposition, in court, or before any other tribunal regarding any any other tribunal regarding any matter related to this Final matter related to this Final Judgment. Judgment. d. The TC may preserve the d. The TC may preserve the anonymity of any third-party anonymity of any third-party complainant where it deems it complainant where it deems it appropriate to do so upon the appropriate to do so upon the request of the Plaintiffs or the third request of the Plaintiffs or the third party, or in its discretion. party, or in its discretion. D. Compliance Inspection: B. Annual Compliance Report D. Compliance Inspection: and Compliance Inspection: 1. Without in any way limiting 1. Without limiting the sovereign 1. Without in any way limiting the sovereign enforcement authority enforcement authority of each of the the sovereign enforcement authority of each of the Colorado Plaintiff Plaintiff States, the Plaintiff States of each of the Colorado Plaintiff States, the Colorado Plaintiff States will form a committee to coordinate States, the Colorado Plaintiff States shall form a committee to coordinate their enforcement of this Final shall form a committee to coordinate their enforcement of this Final Judgment (“Plaintiff States’ their enforcement of this Final Judgment. Neither a Co-Plaintiff Committee”). No Plaintiff State Judgment. Neither a Co-Plaintiff State nor a Colorado Plaintiff State shall take any action to enforce thisState nor a Colorado Plaintiff State may take any action to enforce this Final Judgment without first may take any action to enforce this Final Judgment without first consulting with the United States Final Judgment without first consulting with the United States and with the Plaintiff States’ consulting with the United States and with the Colorado Plaintiff Committee. and with the Colorado Plaintiff States’ enforcement committee. States’ enforcement committee. [No similar provision.] 2. Google will prepare and [No similar provision.] submit, on an annual basis, a written report describing its compliance with this Final Judgment (“Annual Compliance Report”). 2. For the purposes of 3. To determine and enforce 2. For the purposes of determining or securing compliance compliance with this Final determining or securing compliance with this Final Judgment or of Judgment, upon written request and with this Final Judgment or of determining whether this Final on reasonable notice to Google and determining whether this Final Judgment should be modified or subject to any lawful privilege, a Judgment should be modified or vacated, upon written request of an duly authorized representative of the vacated, upon written request of an

83 authorized representative of the United States (after consultation authorized representative of the Assistant Attorney General for the with the Plaintiff States’ Committee) Assistant Attorney General for the Antitrust Division (after consultation or of the Attorney General of a Antitrust Division (after consultation with the Co-Plaintiff States and the Plaintiff State (after consultation with the Co-Plaintiff States and the Colorado Plaintiff States’ with the United States and the Colorado Plaintiff States’ enforcement committee) or of the Plaintiff States’ Committee), may: enforcement committee) or of the Attorney General of a Co-Plaintiff Attorney General of a Co-Plaintiff State or the Attorney General of a State or the Attorney General of a Colorado Plaintiff State (after Colorado Plaintiff State (after consultation with the United States consultation with the United States and the Colorado Plaintiff States’ and the Colorado Plaintiff States’ enforcement committee), as the case enforcement committee), as the case may be, and reasonable notice to may be, and reasonable notice to Google, Google shall permit, from Google, Google shall permit, from time to time and subject to legally time to time and subject to legally recognized privileges, authorized recognized privileges, authorized representatives, including agents representatives, including agents retained by any Plaintiff: retained by any Plaintiff: [No similar provision.] a. request from Google no more [No similar provision.] than one interim written report per year (“Interim Report”), under oath if requested, regarding Google’s compliance with this Final Judgment; a. to have access during b. make reasonable requests to a. to have access during Google’s office hours to inspect Google for production of non- Google’s office hours to inspect and copy, or at the option of the privileged documents and records and copy, or at the option of the Plaintiff, to require Google to in its possession, custody, or Plaintiff, to require Google to provide electronic copies of all control sufficient to verify the provide electronic copies of all books, ledgers, accounts, records, matters contained in Google’s books, ledgers, accounts, records, data, and documents in the Annual Compliance Report or data, and documents in the possession, custody, or control of Interim Report; and possession, custody, or control of Google relating to any matters Google relating to any matters contained in this Final Judgment; contained in this Final Judgment; and and b. to interview, either informally c. subject to the reasonable b. to interview, either informally or on the record, Google’s officers, convenience of Google and or on the record, Google’s officers, employees, or agents, who may without restraint or interference employees, or agents, who may have their individual counsel from it, interview officers, have their individual counsel present, relating to any matters employees, or agents of Google, present, relating to any matters contained in this Final Judgment. who may have counsel present, contained in this Final Judgment. The interviews shall be subject to sufficient to verify the matters The interviews shall be subject to the reasonable convenience of the contained in Google’s Annual the reasonable convenience of the interviewee and without restraint Compliance Report or Interim interviewee and without restraint or interference by Google. Report. or interference by Google. 3. Upon the written request of an [No similar provision.] 3. Upon the written request of an authorized representative of the authorized representative of the Assistant Attorney General for the Assistant Attorney General for the Antitrust Division (after consultation Antitrust Division (after consultation with the Co-Plaintiff States and the with the Co-Plaintiff States and the

84 Colorado Plaintiff States’ Colorado Plaintiff States’ enforcement committee) or of the enforcement committee) or of the Attorney General of a Co-Plaintiff Attorney General of a Co-Plaintiff State or the Attorney General of a State or the Attorney General of a Colorado Plaintiff State (after Colorado Plaintiff State (after consultation with the United States consultation with the United States and the Co-Plaintiff States’ and the Colorado Plaintiff States’ enforcement committee), Google enforcement committee), Google shall submit written reports or shall submit written reports or respond to written interrogatories, respond to written interrogatories, under oath if requested, relating to under oath if requested, relating to any matters contained in this Final any matters contained in this Final Judgment. Judgment. [No similar provision.] 4. No information or documents [No similar provision.] obtained by the means provided in this section shall be divulged by the United States or the Plaintiff States to any person, except in the course of legal proceedings to which the United States is a party, or for the purpose of securing compliance with this Final Judgment, or as otherwise required by law. [No similar provision.] 5. If, at the time information or 4. If, at the time information or documents are furnished by Google documents are furnished by Google to the United States or the Plaintiff to the Plaintiffs, Google identifies in States, Google identifies in writing writing the material in any such the material in any such information information or documents to which a or documents to which a claim of claim of protection may be asserted protection may be asserted under under Rule 26(c)(1)(G) of the Rule 26(c)(1)(G) of the Federal Federal Rules of Civil Procedure, Rules of Civil Procedure, and and Google marks each pertinent Google marks each pertinent page of page of such material, “Confidential such material, “Confidential and and Sensitive Commercial Sensitive Commercial Information Information Subject to Rule Subject to Rule 26(c)(1)(G)” then 26(c)(1)(G),” then the Plaintiffs shall the United States shall give 10 give five (5) business days’ notice business days’ notice prior to prior to divulging such material in divulging such material in any legal any legal proceeding, unless good proceeding. cause is shown for a shorter notice period. [No similar provision.] 6. Google shall have the right to 5. Google shall have the right to claim protection from public claim protection from public disclosure, under the Freedom of disclosure, under the Freedom of Information Act, 5 U.S.C. § 552, or Information Act, 5 U.S.C. § 552, or any other applicable law or any other applicable law or regulation, for any material it regulation, for any material it submits to the United States or the submits to the Plaintiffs under this Plaintiff States under this Final Final Judgment. After appropriate Judgment. After appropriate consideration of such claim of consideration of such claim of protection, Plaintiffs, as the case may

85 protection, the United States or the be, will either assert that the material Plaintiff States, as the case may be, is protected from disclosure under will either assert that the material is law or give Google ten (10) business protected from disclosure under law days’ notice of its intent to disclose or give Google 10 business days’ the material. notice of its intent to disclose the material. [No similar provision.] [No similar provision.] E. Status Reports to the Court: 1. Plaintiffs, with input from the Technical Committee, shall file a status report within ninety (90) days of the Effective Date of this Final Judgment, and then on future dates as set by the Court, updating the Court as to the enforcement of and Google’s compliance with this Final Judgment.

VIII. EFFECTIVE DATE AND EXPIRATION

Plaintiffs’ Proposal Google’s Proposal Final Judgment The Final Judgment will take effect A. Subject to the outcome of any The Final Judgment will take effect sixty (60) days after the date on which motion to stay this Final Judgment sixty (60) days after the date on which it is entered (the “Effective Date”), and pending appeal, this Final Judgment it is entered (the “Effective Date”), and Plaintiffs shall report the date on shall take effect 60 days after the date Plaintiffs shall report the date on which Google has substantially on which it is entered, except that the which Google has substantially implemented all provisions of this portions of Section VII.A that require implemented all provisions of this Final Judgment, except for Section the parties to take steps toward Final Judgment, except for Section VII.A, which shall take effect forming the Technical Committee and VII.A, which shall take effect immediately upon entry. Unless the that address the start of its work shall immediately upon entry. Unless the Court grants an extension or early take effect immediately. Court grants an extension or early termination is granted, this Final B. Pursuant to Local Rule 54.2, termination is granted, this Final Judgment will expire six (6) years the deadline for any motion under Judgment will expire six (6) years from the Effective Date. This Final Federal Rule of Civil Procedure from the Effective Date. This Final Judgment may be terminated upon 54(d)(2)(B) and the proceedings as to Judgment may be terminated upon notice by the United States (after any such motion shall be held in notice by the United States (after consultation with the Co-Plaintiff abeyance pending the conclusion of consultation with the Co-Plaintiff States), the Colorado Plaintiff States’ any appeals from this Final Judgment. States), the Colorado Plaintiff States’ enforcement committee, and Google C. Unless this Court grants an enforcement committee, and Google that continuation of this Final extension, this Final Judgment will that continuation of this Final Judgment is no longer necessary to expire on the sixth anniversary of the Judgment is no longer necessary to restore competition in the date on which it takes effect. restore competition in the monopolized markets. monopolized markets.

IX. DEFINITIONS

Plaintiffs’ Proposal Google’s Proposal Final Judgment A. “API” or “application A. “API” or “application A. “API” or “application programming interface” means a programming interface” means a programming interface” means a mechanism that allows different mechanism that allows different mechanism that allows different

86 software components to communicate software components to communicate software components to communicate with each other. with each other. with each other. B. “Apple” means Apple, Inc., a [No similar provision.] B. “Apple” means Apple Inc., a corporation organized and existing corporation organized and existing under the laws of the State of under the laws of the State of California, headquartered in California, headquartered in Cupertino, California, its successors Cupertino, California, its successors and assigns, and its subsidiaries, and assigns, and its subsidiaries, divisions, groups, affiliates, divisions, groups, affiliates, partnerships, and joint ventures, and partnerships, and joint ventures, and their directors, officers, managers, their directors, officers, managers, agents, and employees. agents, and employees. C. “Browser Developer” means a B. “Browser Developer” means a C. “Browser Developer” means a developer, owner, or operator of a developer, owner, or operator of a developer, owner, or operator of a Third-Party Browser and includes, by Third-Party Browser and includes, by Third-Party Browser and includes, by way of example, Apple, Mozilla Corp., way of example, Apple, Mozilla Corp., way of example, Apple, Mozilla Corp., and Samsung Electronics Co., Ltd. and Samsung Electronics Co., Ltd. and Samsung Electronics Co., Ltd. D. “Chrome Browser C. “Chrome Browser D. “Chrome Browser Application” means the browser Application” means the browser Application” means the browser software application currently software application currently software application currently marketed by Google as “Google marketed by Google as “Google marketed by Google as “Google Chrome” and its successors. Chrome” and its successors. Chrome” and its successors. E. “Competitor” means any D. “Competitor” means any E. “Competitor” means any provider of, or potential entrant in the provider of, or potential entrant in the provider of or potential entrant in the provision of (i) a General Search provision of (i) a General Search provision of (i) a General Search Engine (GSE) in the United States, Engine (GSE) in the United States, Engine (GSE) in the United States, (ii) Search Text Ads in the United (ii) Search Text Ads in the United (ii) Search Text Ads in the United States, or (iii) a GenAI Product in the States or (iii) a Third-Party GenAI States, or (iii) a GenAI Product in the United States. Product in the United States. For the United States. avoidance of doubt, “Competitor” does not include specialized vertical search providers, whether or not they offer a GenAI product. F. “Consideration” means E. “Consideration” means any F. “Consideration” means anything of value, including monetary monetary payment; provision of anything of value, including any payment; provision of preferential preferential licensing terms; technical, monetary payment; provision of licensing terms; technical, marketing, marketing, and sales support; preferential licensing terms; technical, and sales support; developer support; developer support; or hardware or marketing, and sales support; or hardware or software certification or software certification or approval. developer support; or hardware or approval. software certification or approval. G. “Default Search Engine” G. “Default Search Engine” G. “Default Search Engine” means a search engine that is set by a means a search engine that is set by a means a search engine that is set by a Browser Developer to respond to user Browser Developer to respond to user Browser Developer to respond to user queries if a user takes no action to queries if a user takes no action to queries if a user takes no action to select a particular search engine. select a particular search engine. select a particular search engine. H. “Device” or “device” means F. “Covered Device” means a H. “Device” or “device” means any single smartphone, tablet, laptop, smartphone, tablet, laptop, or desktop, any single smartphone, tablet, laptop, or desktop. For clarity, any two excluding any device on which the or desktop, excluding any device on devices are different devices, even if ChromeOS operating system or a which the ChromeOS operating they are the same make and model system or a successor to the

87 (e.g., two Samsung Galaxy S25s are successor to the ChromeOS operating ChromeOS operating system is two devices; two Apple iPhone 16 Pros system is installed. installed. For clarity, any two devices are two devices). are different devices, even if they are the same make and model (e.g., two Samsung Galaxy S25s are two devices; two Apple iPhone 16 Pros are two devices). I. “GenAI” or “Generative AI” H. “GenAI” or “Generative AI” I. “GenAI” or “Generative AI” is a type of artificial intelligence that is a type of artificial intelligence that is a type of artificial intelligence that creates new content including but not creates new content including but not creates new content including but not limited to text, images, code, limited to text, images, code, limited to text, images, code, classifications, and other media using classifications, and other media using classifications, and other media using machine learning models. machine learning models. machine learning models. J. “GenAI Product” means any [No similar provision.] J. “GenAI Product” means any application, software, service, feature, application, software, service, feature, tool, functionality, or product that tool, functionality, or product that involves or makes use of Generative involves or makes use of Generative AI capabilities or models. It can AI capabilities or models and has include GenAI Search Access Points. among its principal functions answering information-seeking prompts across a wide variety of topics using a broad range of publicly available information. K. “General Search Engine” or I. “General Search Engine” or K. “General Search Engine” or “GSE” means software or a service “GSE” means software or a service “GSE” means software or a service that produces links to websites and that produces links to websites and that produces links to websites and other relevant information in response other relevant information in response other relevant information in response to a user query or prompt. to a user query or prompt, and that to a user query or prompt and that attempts to answer all queries (rather seeks to fulfill a broad array of than only regarding particular topics). informational needs. “General Search Engine” or “GSE” also has the meaning defined and used in the Court’s Memorandum Opinion of August 5, 2024, ECF 1032. L. “Google” means J. “Google” means Defendant L. “Google” means (1) Defendant Google LLC, a limited Google LLC, a limited liability (1) Defendant Google LLC, a limited liability company organized and company organized and existing under liability company organized and existing under the laws of the State of the laws of the State of Delaware, existing under the laws of the State of Delaware, headquartered in Mountain headquartered in Mountain View, Delaware, headquartered in Mountain View, California; (2) its successors and California; (2) its successors and View, California; (2) its successors and assigns, subsidiaries, divisions, assigns, subsidiaries, divisions, and assigns, subsidiaries, divisions, groups, affiliates, partnerships, and groups controlling or overseeing groups, affiliates, partnerships, and joint ventures controlling or Google Search (including syndicated joint ventures controlling or overseeing Google Search (including products), Search Text Ads (including overseeing Google Search (including syndicated products), Search Text Ads syndicated products), the Chrome syndicated products), Search Text Ads (including syndicated products) the Browser Application, the Google (including syndicated products), the Chrome Browser Application, the Search Application, the Google Chrome Browser Application, the Google Search Application, the Assistant Application, and any Google Google Search Application, the Google Assistant Application, and any GenAI Assistant Application; and Google Assistant Application, and any related Google GenAI Product; and (3) the directors, officers, managers, related Google GenAI Product; and

88 (3) the directors, officers, managers, agents, and employees of such entities (3) the directors, officers, managers, agents, and employees of such entities specified in this Paragraph IX.J who agents, and employees of such entities specified in this Section IX.L who oversee Google Search (including specified in this Section IX.L who oversee Google Search (including syndicated products), Search Text Ads oversee Google Search (including syndicated products), Search Text Ads (including syndicated products), the syndicated products), Search Text Ads (including syndicated products) the Chrome Browser Application, the (including syndicated products), the Chrome Browser Application, the Google Search Application, the Chrome Browser Application, the Google Search Application, the Google Assistant Application, and any Google Search Application, the Google Assistant Application, and any Google GenAI Assistant Application. Google Assistant Application, and any related Google GenAI Product. related Google GenAI Product. For clarity, the term “affiliates” includes any Alphabet Inc.–related entity that controls or oversees the aforementioned products. M. “Google Assistant K. “Google Assistant M. “Google Assistant Application” means (1) the user-facing Application” means the user-facing Application” means the user-facing mobile assistive service software mobile assistive service software mobile assistive service software application marketed by Google as application marketed by Google as application marketed by Google as “Google Assistant” and its successors “Google Assistant” and its successors. “Google Assistant” and its successors. and (2) any Google GenAI Product. N. “Google GenAI Product” L. “Google GenAI Assistant N. “Google GenAI Product” means any GenAI Product offered by Application” means the stand-alone means any GenAI Product offered by Google including by way of example, user-facing mobile software Google, including by way of example, the stand-alone user-facing mobile application currently marketed by the stand-alone user-facing mobile software application currently Google as the “Google Gemini” software application currently marketed by Google as the “Google application (and that application’s marketed by Google as the “Google Gemini” application (and that functionally equivalent successors) Gemini” application (and that application’s functionally equivalent and any future user-facing software application’s functionally equivalent successors). application owned by Google or its successors). affiliates that makes use of generative AI capabilities or models and has among its principal functions answering information-seeking prompts across a wide variety or topics using a broad range of publicly available information, provided, however, that this term shall not include Google Search, the Google Search Application, the Chrome Browser Application, or the Google Assistant Application. O. “Google Play” means the M. “Google Play” means the O. “Google Play” means the user-facing mobile software user-facing mobile software user-facing mobile software application distribution service application distribution service application distribution service currently marketed by Google as the currently marketed by Google as the currently marketed by Google as the “Play Store” and its successors. “Play Store” and its successors. “Play Store” and its successors. P. “Google Search” means the N. “Google Search” means the P. “Google Search” means the web search and search advertising web search and search advertising web search and search advertising services offered by Google at services offered by Google at services offered by Google at Google.com. Google.com. Google.com.

89 Q. “Google Search Application” O. “Google Search Application” Q. “Google Search Application” means the user-facing mobile online means the user-facing mobile online means the user-facing mobile online search software application currently search software application currently search software application currently marketed by Google as the “Google marketed by Google as the “Google marketed by Google as the “Google app” or the “Google Search app” (and app” or the “Google Search app” (and app” or the “Google Search app” (and its successors). its successors). its successors). R. The terms “include” and [No similar provision.] R. The terms “include” and “including” should be read as “including” should be read as “including but not limited to,” and any “including but not limited to,” and any use of either word is not limited in any use of either word is not limited in any way to any examples provided. way to any examples provided. S. “Marginal Cost” or “marginal P. “Marginal Cost” means the S. “Marginal Cost” or “marginal cost” means the direct total production direct total production cost of cost” means the direct total production cost of producing an additional unit of producing an additional unit of a good cost of producing an additional unit of a good or service, which is determined or service, as determined by a good or service, which is determined by calculating the change in direct total calculating the change in direct total by calculating the change in direct total production cost resulting from Google production cost resulting from production cost resulting from Google providing the additional unit(s) of data providing the additional unit(s) of data providing the additional unit(s) of data or services required under this Final or services. or services required under this Final Judgment. Judgment. T. “Operating System Version” Q. “Operating System Version” T. “Operating System Version” means a particular desktop or mobile means a web browser version or a means a web browser version or a operating system including, by way of version of any proprietary Apple version of any proprietary Apple example, Microsoft Windows, Apple feature or functionality, including Siri feature or functionality, including Siri iOS, Apple Mac OS, Apple iPad OS, or and Spotlight, designed to be installed and Spotlight, designed to be installed Android. and used on a particular desktop or and used on a particular desktop or mobile operating system including, by mobile operating system including, by way of example, Microsoft Windows, way of example, Microsoft Windows, Apple iOS, Apple Mac OS, Apple iPad Apple iOS, Apple Mac OS, Apple iPad OS, or Android. OS, or Android. U. “Person” or “person” means [No similar provision.] [No similar provision.] any natural person, corporate entity, partnership, association, joint venture, government entity, or trust. [No similar provision.] R. “Plaintiff States” means the [No similar provision.] States and Commonwealths of Arkansas, California, Georgia, Florida, Indiana, Kentucky, Louisiana, Michigan, Missouri, Mississippi, Montana, South Carolina, Texas, and Wisconsin, Colorado, Nebraska, Arizona, Iowa, New York, North Carolina, Tennessee, Utah, Alaska, Connecticut, Delaware, District of Columbia, Guam, Hawaii, Idaho, Illinois, Kansas, Maine, Maryland, Massachusetts, Minnesota, Nevada, New Hampshire, New Jersey, New Mexico, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania,

90 Puerto Rico, Rhode Island, South Dakota, Vermont, Virginia, Washington, West Virginia, and Wyoming. V. “Privacy Mode” means a S. “Privacy Mode” means a U. “Privacy Mode” means a mode within a web browser or an mode within a web browser that is mode within a web browser or an Apple product or service such as Siri designed to offer a preconfigured Apple product or service such as Siri or or Spotlight that is designed to offer a privacy setting and includes, by way of Spotlight that is designed to offer a preconfigured privacy setting and example, Private Browsing in Apple preconfigured privacy setting and includes, by way of example, Private Safari, Private mode in Mozilla includes, by way of example, Private Browsing in Apple Safari, Private Firefox, and Secret mode in Samsung Browsing in Apple Safari, Private mode in Mozilla Firefox, and Secret Internet. mode in Mozilla Firefox, and Secret mode in Samsung Internet. mode in Samsung Internet. W. “Qualified Competitor” T. “Qualified Competitor” V. “Qualified Competitor” means a Competitor who meets the means a Competitor who applies to be means a Competitor who meets the Plaintiffs’ approved data security so designated and: (i) meets the data Plaintiffs’ approved data security standards as recommended by the security standards as determined by the standards as recommended by the Technical Committee and agrees to Court in consultation with the Technical Committee and agrees to regular data security and privacy audits Technical Committee; (ii) agrees to regular data security and privacy audits by the Technical Committee, who and satisfactorily passes regular data by the Technical Committee; who makes a sufficient showing to the security and privacy audits by the makes a sufficient showing to the Plaintiffs, in consultation with the Technical Committee; (iii) does not Plaintiffs, in consultation with the Technical Committee, of a plan to pose a risk to the national security of Technical Committee, of a plan to invest and compete in or with the GSE the United States, as determined by the invest and compete in or with the GSE and/or Search Text Ads markets, and Court; and (iv) makes a sufficient and/or Search Text Ads markets; and who does not pose a risk to the national showing of a plan to invest and who does not pose a risk to the national security of the United States. compete with General Search Engines security of the United States. To and/or Search Text Ads providers, as remain eligible as a Qualified determined by the Court in Competitor, the Competitor must apply consultation with the Technical for re-certification on an annual basis Committee. To remain eligible as a starting from the date of original Qualified Competitor, the Competitor certification as a Qualified Competitor must apply for re-certification on an and establish that it continues to meet annual basis and establish that it the definition of a Qualified continues to meet the criteria set forth Competitor. The Technical Committee in (i) – (iv). To continue to be in shall establish appropriate procedures compliance with (iv) for purposes of for the re-certification process. re-certification, the Qualified Competitor must show that it is making sufficient efforts to invest and compete with General Search Engines and/or Search Text Ads providers. Google will have the right to object to and be heard by the Court on the qualification of, and continuing eligibility of, any proposed Qualified Competitor, including on the basis of noncompliance with data security, privacy, or contractual access or use restrictions.

91 X. “Search Access Point” means [No similar provision.] W. “Search Access Point” means any software, application, interface, any software, application, interface, digital product, or service where a user digital product, or service where a user can enter a query or prompt and, in can enter a query or prompt and, in response to at least some user queries response to at least some user queries or prompts, receive (or be directed to a or prompts, receive (or be directed to a place to receive) a response that place to receive) a response that includes information from a GSE, includes information from a GSE, including links to websites. Search including links to websites. Search Access Points include OS-level Search Access Points include OS-level Search Access Points, browsers (including Access Points, browsers (including Search Access Points within browsers Search Access Points within browsers such as browser address bars), search such as browser address bars), search apps, and GenAI Products that can apps, and GenAI Products that can retrieve and display information from retrieve and display information from a GSE, including links to websites. a GSE, including links to websites. Y. “Search Feature” in Google [No similar provision.] X. “Search Feature” in Google Search means any user-facing content Search means any user-facing content on a SERP that is not an organic link. on a SERP that is not an organic link. Search Features include images, Search Features include images, featured snippets, hotel units, query featured snippets, hotel units, query expansion features like auto-complete, expansion features like auto-complete, “did you mean” prompts, spelling “did you mean” prompts, spelling corrections, and related searches. corrections, and related searches. AA. “Search Text Ad” means a U. “Search Text Ad” means a Y. “Search Text Ad” means a general search text advertisement, general search text advertisement, general search text advertisement, which is an ad that resembles an which is an ad that resembles an which is an ad that resembles an organic link on a SERP. Search Text organic text link on a search engine organic link on a SERP. Search Text Ads can include images and often results page. “Search Text Ad” also Ads can include images and often appear at the top of the SERP with a has the meaning defined and used in appear at the top of the SERP with a designation indicating that they are the Court’s Memorandum Opinion of designation indicating that they are paid advertisements. “Search Text Ad” August 5, 2024, ECF 1032, at 60, and paid advertisements. “Search Text Ad” also includes Search Text Ads includes Search Text Ads appearing in also includes Search Text Ads appearing in or in connection with or in connection with Google AI appearing in or in connection with Google AI Overviews. Overviews. Google AI Overviews. BB. “SERP” or “Search Engine [No similar provision.] Z. “SERP” or “Search Engine Results Page” means the results Results Page” means the results provided by a search engine, in provided by a search engine, in response to a user query, including response to a user query, including links and other features and content, links and other features and content, including from a broad index of the drawn from a broad index of the web. web. [No similar provision.] V. “Specialized Vertical [No similar provision.] Provider” means a platform that responds to queries with information centered on a particular subject matter. CC. “Technical Committee” or W. “Technical Committee” or AA. “Technical Committee” or “TC” means the five-person “TC” means the five-person “TC” means the five-person committee of experts appointed by the committee of experts appointed by the committee of experts appointed by the Court pursuant to Section VII.A. Court pursuant to Paragraph VII.A. Court pursuant to Section VII.A.

92 DD. “Third-Party Browser” means X. “Third-Party Browser” means BB. “Third-Party Browser” means any web browser that is not Google any web browser that is not Google any web browser that is not Google Chrome or another proprietary Google Chrome or another proprietary Google Chrome or another proprietary Google web browser and includes, by way of web browser and includes, by way of web browser and includes, by way of example, Apple Safari, Mozilla example, Apple Safari, Mozilla example, Apple Safari, Mozilla Firefox, and Samsung Internet. Firefox, and Samsung Internet. Firefox, and Samsung Internet. [No similar provision.] Y. “Third-Party GenAI Assistive [No similar provision.] Service” means a user-facing software application not owned by Google or its affiliates that makes use of generative AI capabilities or models and has among its principal functions answering information-seeking prompts across a wide variety of topics using a broad range of publicly available information. FF. “Third-Party GenAI Product” Z. “Third-Party GenAI Product” CC. “Third-Party GenAI Product” means any GenAI Product that is not means any application, software, means any GenAI Product that is not owned by Google. service, feature, tool, functionality, or owned by Google. product not owned by Google or its affiliates that involves or makes use of generative AI capabilities or models and has among its principal functions answering information-seeking prompts across a wide variety of topics using a broad range of publicly available information. For clarity, “Third-Party GenAI Product” does not include specialized vertical search services, whether or not they offer a GenAI Product. EE. “Third-Party General Search AA. “Third-Party General Search DD. “Third-Party General Search Service” means a web search service Service” means a web search service Service” means a web search service that can respond to a broad range of that can respond to a broad range of that can respond to a broad range of search query categories and offers search query categories and offers search query categories and offers functionality that is substantially functionality that is substantially functionality that is substantially similar to Google Search, and is not similar to Google Search, and is not similar to Google Search and is not owned by Google or its affiliates. owned by Google or its affiliates. owned by Google or its affiliates. GG. “User-side Data” means all BB. “User-side Data” means all EE. “User-side Data” means all data that can be obtained from users in data that can be obtained from users in data that can be obtained from users in the United States, directly through a the United States, directly through a the United States, directly through a search engine’s interaction with the search engine’s interaction with the search engine’s interaction with the user’s Device, including software user’s device, including software user’s Device, including software running on that Device, by automated running on that device, by automated running on that Device, by automated means. User-side Data includes means. User-side Data includes means. User-side Data includes information Google collects when information Google collects when information Google collects when answering commercial, tail, and local answering commercial, tail, and local answering commercial, tail, and local queries. queries. queries. Z. “Search Index” means any CC. “Web Search Index” means FF. “Web Search Index” means databases that store and organize databases that store and organize databases that store and organize

93 information about websites and their information about websites and their information about websites and their content that is crawled from the web. content that is crawled from the web. content that is crawled from the web. For the avoidance of doubt, it does not For the avoidance of doubt, it does not include Google’s vertical indexes or its include Google’s vertical indexes or its video, images, or other specialized video, images, or other specialized indexes that contain information not indexes that contain information not crawled from the web. crawled from the web.

X. THIRD-PARTY RIGHTS

Plaintiffs’ Proposal Google’s Proposal Final Judgment Nothing in this Final Judgment is Nothing in this Final Judgment is Nothing in this Final Judgment is intended to confer upon any other intended to confer upon any other intended to confer upon any other persons any rights or remedies of any persons any rights or remedies of any persons any rights or remedies of any nature whatsoever or by reason of this nature. nature whatsoever or by reason of this Final Judgment other than the right to Final Judgment other than the right to submit complaints to the Compliance submit complaints to the Compliance Officer and the TC. Officer and the TC.

XI. RETENTION OF JURISDICTION AND ENFORCEMENT OF FINAL JUDGMENT

Plaintiffs’ Proposal Google’s Proposal Final Judgment A. Jurisdiction is retained by this This Court retains jurisdiction for the A. Jurisdiction is retained by this Court for the purpose of enabling any purpose of enabling any of the parties Court for the purpose of enabling any of the parties to this Final Judgment to to this Final Judgment to apply for of the parties to this Final Judgment to apply to this Court at any time for such such further orders or directions as apply to this Court at any time for such further orders or directions as may be may be necessary or appropriate to further orders or directions as may be necessary or appropriate for the carry out or construe this Final necessary or appropriate for the construction or carrying out of this Judgment, to modify or terminate any construction or carrying out of this Final Judgment, for the modification of its provisions, and to enforce Final Judgment, for the modification of any of its provisions (including an compliance. of any of its provisions, for the order to divest any relevant Google enforcement of compliance with this business), for the enforcement of Final Judgment, and for the compliance with this Final Judgment, punishment of any violation of this and for the punishment of any Final Judgment. violation of this Final Judgment. For example, Plaintiffs may request that the Court revisit its decision on a payment ban, including but not limited to a ban on default payments, if competition is not substantially restored by this Order. In any motion to modify this Final Judgment, Plaintiffs need not show any change in circumstances, but need only demonstrate that modification is necessary to achieve the intended purposes of this Final Judgment to restore competition in the monopolized markets. In any action to

94 enforce this Final Judgment, Google must show by a preponderance of the evidence that its actions are in compliance with this Final Judgment. B. The Court may act sua sponte [No similar provision.] [No similar provision.] to issue orders or directions for the construction or carrying out of this Final Judgment, for the enforcement of compliance, and for the punishment of any violation. C. This Final Judgment should be [No similar provision.] [No similar provision.] interpreted to give full effect to the procompetitive purposes of the U.S. antitrust laws and to restore the competition the Court found was harmed by Google’s illegal conduct. D. For a period of four (4) years [No similar provision.] B. For a period of four (4) years following the expiration of this Final following the expiration of this Final Judgment, if any Plaintiff has evidence Judgment, if any Plaintiff has evidence that Google violated this Final that Google violated this Final Judgment before it expired, that Judgment before it expired, that Plaintiff may file an action against Plaintiff may file an action against Google in this Court requesting that Google in this Court requesting that the Court order (1) Google to comply the Court order (1) Google to comply with the terms of this Final Judgment with the terms of this Final Judgment for an additional term of at least four for an additional term of at least four (4) years following the filing of the (4) years following the filing of the enforcement action; (2) all appropriate enforcement action; (2) all appropriate contempt remedies; and (3) additional contempt remedies; and (3) additional relief needed to ensure Google relief needed to ensure Google complies with the terms of this Final complies with the terms of this Final Judgment. Judgment. E. In connection with a [No similar provision.] [No similar provision.] successful effort by any Plaintiff to enforce this Final Judgment against Google, whether litigated or resolved before litigation, Plaintiff may request that the Court order Google to reimburse that Plaintiff for the fees and expenses of its attorneys, as well as all other costs, including experts’ fees, incurred in connection with that effort to enforce this Final Judgment, including in the investigation of the potential violation.