Control over Data and Technology Clause Samples

Control over Data and Technology. Spinco agrees to comply and to cause its Subsidiaries to, and Parent agrees to comply and to cause its Affiliates to, comply with all applicable International Trade Laws and Regulations (as defined in the Merger Agreement) of the United States and any other country having proper jurisdiction and, without limiting the foregoing, shall obtain all necessary export licenses, in connection with any export, re-export, transfer or use of all products, technology, and intellectual property licensed under or used pursuant to this Agreement. Without limiting the foregoing, for as long as Spinco and its Subsidiaries have access to Parent’s IT Systems and data, Spinco shall not, and shall cause its Subsidiaries not to, and for as long as Parent and its Affiliates have access to Spinco’s IT Systems and data, Parent shall not, and shall cause its Affiliates to not, allow disclosure of technical data, classified or proprietary information to a foreign entity (not incorporated in the U.S.), or foreign national who is not a U.S. lawful permanent resident (intending citizen/green card holder) unless the applicable Party has obtained proper export authorization, and shall not allow a foreign entity or foreign national to access Parent’s or Spinco’s (as applicable) IT Systems without Parent’s or Spinco’s (as applicable) prior written authorization.