Common use of Export Compliance and Security Classifications Clause in Contracts

Export Compliance and Security Classifications. Supplier understands that certain Company Data may be subject to: (i) U.S. and other export control laws and regulations; or (ii) U.S. Defense Department (“DoD”) procedures such as those governing release of “Controlled” or “Uncontrolled Technical Data”, “Sensitive” but unclassified data, or U.S. Government classified data (as defined in any applicable regulation) to certain foreign nationals. The Parties agree not to transfer or otherwise export or re-export (and to cooperate to prevent such transfers of) any such Company Data except in compliance with applicable Laws. For Company Data, regulated transfers may include those made to foreign nationals in the United States or another country. The Parties will work together as needed to create policies and procedures, regarding the access to and transfer of such materials. Supplier agrees not to allow any access to any such identified Company Data by any personnel that Supplier employs who are on the U.S. Treasury Department’s list of Specially Designated Nationals, on the U.S. Commerce Department’s Denied Persons List, Entity List or Unverified List, or who are nationals of Cuba, Iran, Sudan, or Syria, or any other countries that may be added to the list of U.S. embargoed countries from time to time. Supplier agrees not to allow access by any personnel that Supplier employs that are not U.S. Resources to Company Data identified in advance by Company as subject to DoD restrictions, ITAR (Title 22 of the U.S. Code of Federal Regulations, Parts 120– 130, as amended), and the EAR (Title 15 of the U.S. Code of Federal Regulations, Subtitle B, Parts 730–774, as amended), or similar restrictions. The Parties acknowledge that Supplier is not registered as an Arms Manufacturer with the Directorate of Defense Trade Controls. Supplier and Company will cooperate to restrict access to any other Company Data to such U.S. Resources and personnel as may lawfully receive it without an export license unless and until any and all required licenses are obtained. Supplier agrees to abide by all applicable Laws in the performance of the Services, including those related to exports as defined in both the ITAR and EAR. Company represents that software provided by Company and used as part of the Services contains no encryption or, to the extent that it contains encryption, the software is approved for export without a license. Supplier’s acceptance of any order for Services for such software is contingent upon the issuance of any applicable export license required by the United States Government. Supplier is not liable for delays or failure to deliver a Service resulting from Company’s failure to obtain such license. Company will be liable for any breaches of this paragraph by Company.

Export Compliance and Security Classifications. Supplier (a) Provider understands that certain Company Recipient Data may be subject to: (i) U.S. and other export control laws and regulations; , or (ii) U.S. Defense Department (“DoD”) procedures such as those governing release of “Controlled” or “Uncontrolled Technical Data”,” Classified or Controlled Unclassified Information or Technology, “Sensitive” but unclassified dataand non-Controlled Government Contract-related Information, or U.S. Government classified data (as defined in any applicable regulation) to certain foreign nationals. The Parties agree not to transfer or otherwise export or re-export (and to cooperate to prevent such transfers of) any such Company Recipient Data except in compliance with the applicable Lawslaws and use restrictions. For Company Recipient Data, regulated transfers may include those made to foreign nationals in the United States or another country. The Parties will work together as needed to create policies and procedures, regarding the access to and transfer transferring of such materials. Supplier Provider agrees not to allow any access to any such identified Company Recipient Data by any personnel that Supplier Provider employs who are on the U.S. Treasury Department’s list of Specially Designated Nationals, on the U.S. Commerce Department’s Denied Persons List, Entity List or Unverified List, or who are nationals of Cuba, Iran, Sudan, or Syria, or any other countries that may be added to the list of U.S. embargoed countries from time to time. Supplier Provider agrees not to allow access by any personnel that Supplier Provider employs that are not U.S. Resources nationals to Company Recipient Data identified in advance by Company as subject to DoD restrictions, ITAR ITAR, (Title 22 of the U.S. Code of Federal Regulations, Parts 120– 130, as amended), ,) and the EAR (Title 15 of the U.S. Code of Federal Regulations, Subtitle B, Parts 730–774730 – 774, as amended), or similar restrictions. The Parties acknowledge that Supplier Provider is not registered as an Arms Manufacturer with the Directorate of Defense Trade Controls. Supplier Recipient agrees not to engage Provider in any activity that would require registration under ITAR regulations. Provider and Company will Recipient shall cooperate to restrict access to any other Company Recipient Data to such U.S. Resources nationals and personnel as may lawfully receive it without an export license unless and until any and all required licenses are obtained. Supplier Provider agrees to abide by all applicable Laws U.S. law, rules and/or regulations in the performance of the ServicesServices under this Agreement or any SOW, including but not limited to, those related to exports as defined in both the ITAR and EAR. Company . (b) Recipient represents that software provided by Company Recipient and used as part of the Services contains no encryption or, to the extent that it contains encryption, the software is approved for export without a license. SupplierIf Recipient cannot make the preceding representation, Recipient agrees to provide Provider with all of the information needed for Provider to obtain export licenses from the United States government and to provide Provider with such additional assistance as may be necessary to obtain such licenses. Recipient is solely responsible for obtaining any specific licenses relating to the export of such software if a license is needed. Provider’s acceptance of any order for Transition Services for such software is contingent upon the issuance of any applicable export license required by the United States Government. Supplier is not liable for delays or failure to deliver a Service resulting from Company’s failure to obtain such license. Company will be liable for any breaches of this paragraph by Company.

Export Compliance and Security Classifications. Supplier (a) Xxxxx.xxx understands that certain Company ADT Data may be subject to: (i) U.S. and other export control laws and regulations; , or (ii) U.S. Defense Department (“DoD”) procedures such as those governing release of “Controlled” Controlled or “Sensitive but Uncontrolled Technical Data”, “Sensitive” but unclassified data, or U.S. Government classified data Data (as defined in any applicable regulation) to certain foreign nationals. The Parties agree Each party will comply with applicable export and import laws and regulations. Without limiting the generality of the foregoing, Xxxxx.xxx agrees not to transfer or otherwise export or re-export (and to cooperate to prevent such transfers of) any such Company ADT Data except in compliance with applicable Lawsthe Applicable Laws and use restrictions. For Company ADT Data, regulated transfers may include those made to foreign nationals in the United States or another country. The Parties parties will work together as needed to create policies and procedures, procedures regarding the access to and transfer transferring of such materials. Supplier Xxxxx.xxx agrees not to allow any access to any such identified Company ADT Data by any personnel that Supplier employs Xxxxx.xxx Personnel who are on the U.S. Treasury Department’s list of Specially Designated Nationals, on the U.S. Commerce Department’s Denied Persons List, Entity List or Unverified List, or who are nationals of Cuba, Iran, Sudan, or Syria, or any other countries that may be added to the list of U.S. embargoed countries from time to time. Supplier Xxxxx.xxx agrees not to allow access by any personnel that Supplier employs that Xxxxx.xxx Personnel who are not U.S. Resources nationals to Company ADT Data identified in advance from time to time by Company ADT as subject to DoD restrictions, ITAR (Title 22 of the U.S. Code of Federal International Traffic in Arms Regulations, Parts 120– 130, as amended), and the EAR (Title 15 of the U.S. Code of Federal Regulations, Subtitle B, Parts 730–774, as amended), or similar restrictions. The Parties acknowledge that Supplier is not registered as an Arms Manufacturer with the Directorate of Defense Trade Controls. Supplier Xxxxx.xxx and Company will cooperate ADT shall use commercially reasonable efforts to restrict access to any other Company ADT Data to such U.S. Resources nationals and personnel Xxxxx.xxx Personnel as may lawfully receive it without an export license unless and until any and all required licenses are obtained. Supplier agrees . (b) Each party shall comply with all Applicable Laws and regulations pertaining to abide by all applicable Laws the export, re-export, and import of Alarm.com-ready Products and Documentation in the performance of the Serviceseffect from time to time, including those related to exports as defined in both the ITAR and EAR. Company represents that software provided by Company and used as part of the Services contains no encryption or, to the extent that it contains encryption, the software is approved for export without a license. Supplier’s acceptance any conditions of any order export licenses under which Xxxxx.xxx ships Alarm.com-ready Products and/or related Documentation to ADT and for Services for such software which ADT is contingent upon advised by Xxxxx.xxx. Xxxxx.xxx shall not be obliged to perform deliveries, orders and other obligations under the issuance Agreement if that performance is prohibited by the export laws and regulations of any applicable export license required by Canada, the United States Governmentor other countries that are applicable to Xxxxx.xxx, whether at law or by contract. Supplier is not liable Upon Xxxxx.xxx’s reasonable request, ADT shall provide Xxxxx.xxx with copies of ADT’s records regarding export and re-export of Alarm.com-ready Products and Documentation in order to verify compliance with applicable export laws and regulations, and ADT agrees to implement any corrective actions reasonably recommended by Xxxxx.xxx as a result of such audit findings. [***] = CONFIDENTIAL TREATMENT REQUESTED 1. AVAILABILITY/UPTIME for delays or failure to deliver a Service resulting from Company’s failure to obtain such license. Company will be liable for any breaches of this paragraph by Company.The Xxxxx.xxx Environment

Export Compliance and Security Classifications. ‌ Supplier understands that certain Company Data may be subject to: (i) U.S. and other export control laws and regulations; or (ii) U.S. Defense Department (“DoD”) procedures such as those governing release of “Controlled” or “Uncontrolled Technical Data”, “Sensitive” but unclassified data, or U.S. Government classified data (as defined in any applicable regulation) to certain foreign nationals. The Parties agree not to transfer or otherwise export or re-export (and to cooperate to prevent such transfers of) any such Company Data except in compliance with applicable Laws. For Company Data, regulated transfers may include those made to foreign nationals in the United States or another country. The Parties will work together as needed to create policies and procedures, regarding the access to and transfer of such materials. Supplier agrees not to allow any access to any such identified Company Data by any personnel that Supplier employs who are on the U.S. Treasury Department’s list of Specially Designated Nationals, on the U.S. Commerce Department’s Denied Persons List, Entity List or Unverified List, or who are nationals of Cuba, Iran, Sudan, or Syria, or any other countries that may be added to the list of U.S. embargoed countries from time to time. Supplier agrees not to allow access by any personnel that Supplier employs that are not U.S. Resources to Company Data identified in advance by Company as subject to DoD restrictions, ITAR (Title 22 of the U.S. Code of Federal Regulations, Parts 120– 130, as amended), and the EAR (Title 15 of the U.S. Code of Federal Regulations, Subtitle B, Parts 730–774, as amended), or similar restrictions. The Parties acknowledge that Supplier is not registered as an Arms Manufacturer with the Directorate of Defense Trade Controls. Supplier and Company will cooperate to restrict access to any other Company Data to such U.S. Resources and personnel as may lawfully receive it without an export license unless and until any and all required licenses are obtained. Supplier agrees to abide by all applicable Laws in the performance of the Services, including those related to exports as defined in both the ITAR and EAR. Company represents that software provided by Company and used as part of the Services contains no encryption or, to the extent that it contains encryption, the software is approved for export without a license. Supplier’s acceptance of any order for Services for such software is contingent upon the issuance of any applicable export license required by the United States Government. Supplier is not liable for delays or failure to deliver a Service resulting from Company’s failure to obtain such license. Company will be liable for any breaches of this paragraph by Company.Company.‌