Common use of Compliance with Law and Export Controls Clause in Contracts

Compliance with Law and Export Controls. The Parties shall at all --------------------------------------- times comply with all applicable U.S., Japanese and foreign federal, state, and local laws, rules and regulations relating to the execution, delivery and performance of this Agreement and to the InterTrust Technology Requirements and Modified Technology. Additionally, MBC acknowledges that one or more aspects of the InterTrust Technology Requirements, and/or Documentation and Assistance with respect thereto, is likely to be subject to the export control laws, regulations and requirements of the United States and other jurisdictions. InterTrust shall use reasonable efforts at InterTrust's expense, and MBC shall at InterTrust's request reasonably assist InterTrust at MBC's expense, to obtain any license or other approval that may be required for InterTrust's initial export of the InterTrust Technology Requirements and/or Documentation or information relating thereto from the United States to Japan and MBC understands and agrees that certain modifications to InterTrust Technology Requirements and/or Documentation may be required by U.S. law and/or regulatory process and agrees to the implementation of such modification by InterTrust, as necessary. In the event that InterTrust is unable to comply with its obligations hereunder due to an inability to obtain any such license or other approval, such inability to obtain approval shall be considered a force majeure event under Section 14.12. MBC shall, at MBC's expense (subject to InterTrust's right of approval), comply with all applicable laws (including applicable U.S. export control laws and regulations) and obtain all necessary governmental consents and approvals to: (i) further distribute the MBC Products and Cooperative Applications (as well as other technology as expressly permitted hereunder) that contain any part of the InterTrust Technology Requirements or Modified Technology in accordance herewith; and (ii) further export and re- export the InterTrust Technology Requirements and/or Modified Technology. MBC shall: (a) promptly deliver, as available, to InterTrust documentation confirming to InterTrust's reasonable satisfaction MBC's compliance with MBC's responsibilities under this Section 13.1; and (b) obtain such consents and approvals from appropriate governmental entities as InterTrust's counsel may reasonably determine to be necessary (as relates to InterTrust Technology Requirements or Modified Technology) for such further distribution, exportation or re-exportation.

Appears in 3 contracts

Samples: Preferred Stock Purchase Agreement (Intertrust Technologies Corp), Preferred Stock Purchase Agreement (Intertrust Technologies Corp), Development and License Agreement (Intertrust Technologies Corp)

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Compliance with Law and Export Controls. The Parties shall at all --------------------------------------- times comply with all applicable U.S., Japanese U.S. and foreign federal, state, and local laws, rules and regulations relating to the execution, delivery and performance of this Agreement and to the InterTrust Technology Requirements Products and Modified Technology. Additionally, MBC SSG acknowledges that because one or more aspects of the InterTrust Technology Requirements, and/or Documentation and Assistance with respect thereto, Products is likely to be subject to the export control laws, regulations and requirements of the United States and other jurisdictions, SSG Products and Cooperative Applications likely will require export and other approvals as well. InterTrust shall use reasonable efforts at InterTrust's expense, and MBC SSG shall at InterTrust's request reasonably assist InterTrust at MBCSSG's expense, to obtain any license or other approval approval, if any, that may be required for InterTrust's initial export of InterTrust to make the InterTrust Technology Requirements Products and/or Documentation or information relating thereto from the United States available to Japan and MBC understands and agrees that certain modifications to InterTrust Technology Requirements and/or Documentation may be required by U.S. law and/or regulatory process and agrees to the implementation of such modification by InterTrust, as necessarySSG or SOFTBANK Affiliates. In the event that InterTrust is unable to comply with its obligations hereunder due to an inability to obtain any such license or other approval, such inability to obtain approval shall be considered a force majeure event under Section 14.12. MBC SSG shall, at MBCSSG's expense (subject to InterTrust's right of approval)expense, comply with all applicable laws (including applicable U.S. export control laws and regulations) and obtain all necessary governmental consents and approvals to: (i) further distribute in connection with any sublicense or with respect to the MBC distribution of or export or re-export of the SSG Products and Cooperative Applications (as well as other technology as expressly permitted hereunder) that contain any part of the InterTrust Technology Requirements Products or Modified Technology in accordance herewith; and (ii) further export and re- export the . The Parties expressly agree that any failure to obtain or any delay in obtaining such approval as to InterTrust Technology Requirements and/or Modified Technologyor in connection with any SSG Product or Cooperative Application shall not relieve SSG from its obligations under this Agreement. MBC As relevant and applicable, SSG and InterTrust shall: (a) promptly deliverdeliver to the other, as available, to InterTrust documentation reasonably confirming to InterTrust's reasonable satisfaction MBC's compliance that it has complied with MBC's its responsibilities under this Section 13.116.3; and (b) obtain such consents and approvals from appropriate governmental entities as InterTrust's counsel may reasonably determine determined to be necessary (as relates to InterTrust Technology Requirements or Modified Technology) for such further distribution, exportation or re-exportation.

Appears in 3 contracts

Samples: License Agreement (Intertrust Technologies Corp), Technology Development and License Agreement (Intertrust Technologies Corp), License Agreement (Intertrust Technologies Corp)

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