Common use of Compliance with Laws and Good Business Practices Clause in Contracts

Compliance with Laws and Good Business Practices. a. It is expressly understood that this Agreement, and all obligations arising hereunder, are subject to U.S. Government export control laws and regulations, including without limitation, the requirement to obtain necessary approvals and licenses prior to the acceptance of any orders, or the export of Products, hereunder. Such shall also apply, by way of example only, to spare parts, warranty items delivered by Company in connection with the Products and the transfer or re-export of any such Products by Dealer or Dealer's customer thereafter. During the term of this Agreement, and thereafter, any Products purchased by or provided Dealer hereunder, including any technical data or documentation pertaining thereto, shall not be sold, leased, released, assigned, transferred, conveyed or in any manner disposed of, either directly or indirectly, without the prior written approval of the United States Government, in accordance with U.S. law. b. Company agrees to use its best efforts to obtain all necessary U.S. Government approvals or licenses for export of the Products hereunder. Dealer agrees to use its best efforts to provide timely and accurate Non-transfer and Use Certificates (including Form DSP-83 if necessary) to Company, as appropriate, prior to Company's application for export license and submission of this Agreement to the appropriate U.S. Government Department to secure the appropriate export approval. c. Company shall be excused from performance, and not be liable for damages, including the assessment of late delivery penalties, for failure to deliver Products hereunder resulting from the U.S. Government's denial or withdrawal of approval to export Products to Dealer or Dealer's customers. d. If Company has reason to believe that Dealer has misrepresented, or failed to properly disclose, any fact with regard to end users to country of ultimate destination, Company shall terminate this Agreement for default immediately and discontinue all performance hereunder. e. Dealer agrees to comply in all respects with the U.S. Foreign Corrupt Practices Act of 1977 (FCPA), as amended, which provides generally that: under no circumstances will foreign officials, representatives, political parties or holders of public offices be offered, promised or paid any money, remuneration, things of value, or provided any other benefit, direct or indirect, in connection with obtaining or maintaining contracts or orders hereunder. When sub-dealers, representatives or other individuals or organizations associated with Dealer are required to perform any obligations related to or in connection with this Agreement the substance of this provision shall be flowed-down and included in any agreement between Dealer and any such sub-dealers and representatives. The failure of Dealer to comply in all respects with the provisions of the FCPA shall constitute a material breach by Dealer of its obligations hereunder; and, shall entitle Company to terminate the Agreement immediately.