Common use of Compliance with Export Control Laws Clause in Contracts

Compliance with Export Control Laws. You acknowledge and agree that portions of this Website content may be subject to export laws, regulations, restrictions, and controls that prohibit export or diversion of certain products, information, and technology to certain countries and persons. You acknowledge, agree, certify, represent, and warrant that (i) none of this Website content is being or will be acquired, transferred, exported, or re-exported, directly or indirectly, into any country prohibited by applicable export restrictions and controls; (ii) you are not located in any country to which the United States or other countries have embargoed goods or has otherwise applied any economic sanctions; (iii) you are not a denied party as specified in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictions; and (iv) you will not use this Website or any Website content for any use that is prohibited under any export laws, regulations, restrictions, or controls. Without limiting the generality of the foregoing obligation, you hereby expressly agree that, without the prior written authorization of Convergent Science, Inc. and the United States Government, you will not export, re- export, divert, or transfer this Website content or any component thereof to any destination, company, or person prohibited by the Export Controls Act of 2018, as amended, any successor legislation, the Export Administration Regulations issued by the Department of Commerce-Bureau of Industry and Security (BIS), or the International Traffic in Arms Regulations, or prohibited by the U.S. State Department-Directorate of Defense Trade Controls, the International Trade Administration, Office of Export Licensing, U.S. Department of Treasury-Office of Foreign Assets Control, or other applicable export control laws, regulations, or agencies. DISCLAIMER OF WARRANTIES; LIMIT OF LIABILITY Accuracy of Information. The Company does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through this Website. You acknowledge that any reliance upon any such advice, opinion, statement, or other information shall be at your sole risk.

Appears in 1 contract

Samples: Terms and Conditions of Use

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Compliance with Export Control Laws. You The Parties expressly acknowledge and agree that portions their obligation to comply with all applicable Laws regarding export from the United States of this Website content computer hardware, software, technical data or derivatives thereof, as such Laws may be subject modified from time to time. In their respective performance of the activities contemplated under this Agreement, neither party will directly or indirectly export laws, regulations, restrictions, and controls that prohibit export or diversion of certain products, information, and technology to certain countries and persons. You acknowledge, agree, certify, represent, and warrant that (i) none of this Website content is being or will be acquired, transferred, exported, or re-exportedexport) any computer hardware, directly software, technical data or indirectlyderivatives of such hardware, software or technical data, or permit the shipment of same: (a) into any country prohibited by applicable export restrictions and controls; (ii) you are not located in any country to which the United States has embargoed goods; (b) to anyone on the U.S. Treasury Department's List of Specially Designated Nationals, List of Specially Designated Terrorists or List of Specially Designated Narcotics Traffickers, or the U.S. Commerce Department's Denied Parties List; or (c) to any country or destination for which the United States government or a United States governmental agency requires an export license or other countries have embargoed goods approval for export without first having obtained such license or has otherwise applied other approval. Each Party will reasonably cooperate with the other and will provide to the other promptly upon request any economic sanctions; (iii) you are not a denied party as specified in any applicable export or end-user certificates, affidavits regarding re-export laws or regulations other certificates or similar laws applicable in other jurisdictions; and (iv) you will not use this Website documents as are reasonably requested to obtain approvals, consents, licenses and/or permits required for any payment or any Website content export or import of products or services under this Agreement. To the extent within Amdocs' control, Amdocs shall be responsible for, and shall coordinate and oversee, compliance with such export Laws in respect of such items exported or imported hereunder. This SECTION 15.10(g) shall not relieve the Amdocs of its obligation to perform the Services as provided herein, but such performance shall be undertaken in a manner complying with such Laws. The provisions of this SECTION 15.10(g) will survive the expiration or termination of this Agreement for any use that is prohibited under any export laws, regulations, restrictions, or controls. Without limiting the generality of the foregoing obligation, you hereby expressly agree that, without the prior written authorization of Convergent Science, Inc. and the United States Government, you will not export, re- export, divert, or transfer this Website content or any component thereof to any destination, company, or person prohibited by the Export Controls Act of 2018, as amended, any successor legislation, the Export Administration Regulations issued by the Department of Commerce-Bureau of Industry and Security (BIS), or the International Traffic in Arms Regulations, or prohibited by the U.S. State Department-Directorate of Defense Trade Controls, the International Trade Administration, Office of Export Licensing, U.S. Department of Treasury-Office of Foreign Assets Control, or other applicable export control laws, regulations, or agencies. DISCLAIMER OF WARRANTIES; LIMIT OF LIABILITY Accuracy of Information. The Company does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through this Website. You acknowledge that any reliance upon any such advice, opinion, statement, or other information shall be at your sole riskreason.

Appears in 1 contract

Samples: Information Technology Services Agreement (Amdocs LTD)

Compliance with Export Control Laws. You acknowledge and agree that portions of this Website content may be subject to export laws, regulations, restrictions, and controls that prohibit export or diversion of certain products, information, and technology to certain countries and persons. You acknowledge, agree, certify, represent, and warrant that (i) none of this Website content is being or will be acquired, transferred, exported, or re-exported, directly or indirectly, into any country prohibited by applicable export restrictions and controls; (ii) you are not located in any country to which the United States or other countries have embargoed goods or has otherwise applied any economic sanctions; (iii) you are not a denied party as specified in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictions; and (iv) you will not use this Website or any Website content for any use that is prohibited under any export laws, regulations, restrictions, or controls. Without limiting the generality of the foregoing obligation, you hereby expressly agree that, without the prior written authorization of Convergent Science, Inc. C3 and the United States Government, you will not export, re- re-export, divert, or transfer this Website content or any component thereof to any destination, company, or person prohibited by the Export Controls Act of 2018, as amended, any successor legislation, the Export Administration Regulations issued by the Department of Commerce-Bureau of Industry and Security (BIS), or the International Traffic in Arms Regulations, or prohibited by the U.S. State Department-Directorate of Defense Trade Controls, the International Trade Administration, Office of Export Licensing, U.S. Department of Treasury-Office of Foreign Assets Control, or other applicable export control laws, regulations, or agencies. DISCLAIMER OF WARRANTIES; LIMIT OF LIABILITY Accuracy of Information. The Company Organization does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through this Website. You acknowledge that any reliance upon any such advice, opinion, statement, or other information shall be at your sole risk.

Appears in 1 contract

Samples: Terms and Conditions of Use

Compliance with Export Control Laws. You acknowledge Each party agrees to comply with all applicable export and agree that portions of this Website content may be subject to export laws, reexport control laws and regulations, restrictions, and controls that prohibit export or diversion of certain products, information, and technology to certain countries and persons. You acknowledge, agree, certify, represent, and warrant that including the Export Administration Regulations (i“EAR”) none of this Website content is being or will be acquired, transferred, exported, or re-exported, directly or indirectly, into any country prohibited maintained by applicable export restrictions and controls; (ii) you are not located in any country to which the United States Department of Commerce. Specifically, each party covenants that it shall not – directly or other countries have embargoed goods or has otherwise applied any economic sanctions; (iii) you are not a denied party as specified in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictions; and (iv) you will not use this Website or any Website content for any use that is prohibited under any export lawsindirectly – sell, regulations, restrictions, or controls. Without limiting the generality of the foregoing obligation, you hereby expressly agree that, without the prior written authorization of Convergent Science, Inc. and the United States Government, you will not export, re- exportreexport, transfer, divert, or transfer otherwise dispose of any software, source code, or technology (including products derived from or based on such technology) received from the other party under this Website content Agreement to any country (or any component thereof individual national thereof) subject to antiterrorism controls or U.S. embargo, or to any destinationother person, companyentity, or person destination prohibited by the Export Controls Act laws or regulations of 2018the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. 20. NO AGENCY Licensor and Licensee are not partners, nor have the Parties entered into a joint venture. Neither party is the agent, representative or employee of the other party; and nothing in this Agreement will be construed to create any relationship between them other than an independent contractor relationship. Neither party will have any responsibility or liability for the actions of the other except as specifically provided in this Agreement. Neither party will have any right or authority to bind the other party in any manner or make any representation or warranty on behalf of the other. 21. GOVERNING LAW AND VENUE This Agreement, including its performance and enforceability will be governed by and construed in accordance with the laws of the State of Delaware, U.S.A. without regard to its conflicts of laws principles, and provided that if applicable, provisions that have been: (i) incorporated directly from or by express reference to the FAR or FAR supplements; or (ii) flowed down from or relate to a contract with the U.S. Government, shall be construed and interpreted according to the federal common law of government contracts, as amendedenunciated and applied by federal judicial bodies, any successor legislationboards of contract appeals, and quasi-judicial agencies of the Export Administration Regulations issued by federal government. The Parties agree that the Department of Commerce-Bureau of Industry and Security (BIS), or 1980 United Nations Convention on Contracts for the International Traffic in Arms Regulations, or prohibited by the U.S. State Department-Directorate Sale of Defense Trade Controls, the International Trade Administration, Office Goods shall not apply to this Agreement. Any disputes arising out of Export Licensing, U.S. Department of Treasury-Office of Foreign Assets Control, or other applicable export control laws, regulations, or agencies. DISCLAIMER OF WARRANTIES; LIMIT OF LIABILITY Accuracy of Information. The Company does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through this Website. You acknowledge that any reliance upon any such advice, opinion, statement, or other information Agreement shall be at your sole riskbrought in a court of competent jurisdiction within the State of Delaware.

Appears in 1 contract

Samples: Sole and Exclusive License Agreement

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Compliance with Export Control Laws. You acknowledge 16.1 Partner/client acknowledges that the Goods and agree that portions of this Website content may be any technical data related thereto is licensed or sold subject to and controlled by the export laws, laws of the United States (“US”) including its export administration regulations, restrictionsthe European Union (“EU”) and countries within the European Free Trade Area (“EFTA”) (collectively the “Export Control Laws”) and Partner/client hereby agrees not to export, re-export, otherwise distribute Goods, or direct goods thereof, in violation of any Export Control Laws. Partner/client agrees to advise its Partner/clients/purchasers that the Goods are subject to and controls controlled by such Export Control Laws and that prohibit the US Government and/or the member states of the EU and EFTA may require licensing or other authorisation prior to export. 16.2 Partner/client warrants that it will not export or diversion of certain products, information, and technology to certain countries and persons. You acknowledge, agree, certify, represent, and warrant that (i) none of this Website content is being or will be acquired, transferred, exported, or re-exportedexport any Goods with knowledge that they will be used in the design, development, production, or use of chemical, biological, nuclear, or ballistic weapons, or in a facility engaged in such activities, unless Partner/client has obtained prior written approval from the appropriate department of the US Government or any other government with jurisdiction. Partner/client further warrants that it will not export or re-export, directly or indirectly, into any country prohibited Goods to embargoed countries or sell Goods to companies or individuals listed on the Denied Persons List published by applicable export restrictions the US Department of Commerce. 16.3 It is Partner/client’s sole and controls; (ii) you are not located in exclusive responsibility to obtain any country and all appropriate approvals of from the US Government and/or member states of the EU and EFTA prior to which exporting such Products, or any technical data related thereto, from the United States Kingdom. CONDYN shall not be responsible for any costs, liabilities or damages resulting from Partner/client’s failure to obtain any such required authorisation. Partner/client understands that the Export Control Laws may change from time to time. It is Partner/client’s sole and exclusive responsibility to obtain guidance of counsel or other countries have embargoed goods appropriate channels to ensure its compliance with these laws. 16.4 Partner/client warrants that it will not to take any action or has otherwise applied permit or authorize any economic sanctions; action which will render CONDYN liable for a violation of the US Foreign Corrupt Practices Act (iiithe “Act”), which prohibits the offering, giving or promising to offer or give, directly or indirectly, money or anything of value to any official of a government, political party or instrumentality thereof in order to assist it or CONDYN in obtaining or retaining business and (a) you are will not a denied party as specified violate or cause CONDYN to violate such Act in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictionsconnection with the sale and distribution of the goods; and (ivb) you will not use this Website notify CONDYN in writing if any of its owners, Partner/clients, principals, directors or officers are or become officials, officers or representatives of any Website content government or political party or candidate for political office. 16.5 Partner/client shall comply with EU Directives 2002/95/EC (Restriction on Hazardous Substances) and 2002/96/EC dated January 27, 2003 (Waste Electrical and Electronic Equipment) (“WEEE”) generally and as instated within each country into which goods are imported, exported or otherwise distributed by Partner/client, 16.6 Partner/client shall indemnify, defend and hold CONDYN harmless from any use that is prohibited under any export laws, regulations, restrictions, violation or controls. Without limiting the generality alleged violation by Partner/client of the foregoing obligationterms of this clause. Upon CONDYN’s request, you hereby expressly agree thatPartner/client agrees to confirm, without the prior written authorization of Convergent Sciencein writing, Inc. its compliance with applicable Export Control Laws and the United States Government, you will not export, re- export, divert, or transfer this Website content or any component thereof to any destination, company, or person prohibited by the Export Controls Act of 2018, as amended, any successor legislation, the Export Administration Regulations issued by the Department of Commerce-Bureau of Industry and Security (BIS), or the International Traffic in Arms Regulations, or prohibited by the U.S. State Department-Directorate of Defense Trade Controls, the International Trade Administration, Office of Export Licensing, U.S. Department of Treasury-Office of Foreign Assets Control, or other applicable export control laws, regulations, or agencies. DISCLAIMER OF WARRANTIES; LIMIT OF LIABILITY Accuracy of Information. The Company does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through this Website. You acknowledge that any reliance upon any such advice, opinion, statement, or other information shall be at your sole riskAct.

Appears in 1 contract

Samples: Partner/Client Agreement

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