Common use of Export Control and Compliance Clause in Contracts

Export Control and Compliance. 15.1. If this Subcontract involves the delivery of Goods, software, technical data, or Services (which includes design, assembly, testing, repair, maintenance, or modification to Goods or technologies) subject to U.S. export control laws and regulations, Seller shall comply with all applicable U.S. export and re-export control laws and regulations and any local government export regulations, including but not limited to the International Traffic in Arms Regulations (ITAR) (22 CFR 120 et seq.), the Export Administration Regulations (EAR) (15 CFR Part 730- 774), the regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) (31 CFR Part 500-598), the regulations administered by the U.S. Department of Justice, Bureau of Alcohol, Tobacco, Firearms, and Explosives (ATF) found in 27 CFR Chapter II, and all other applicable U.S. Government regulations relating to the importation of goods into the U.S. (including, but not limited to, the regulations administered by U.S. Customs and Border Protection (CBP) at 19 CFR 0 et seq. and other import regulations promulgated by other U.S. agencies which may be enforced by CBP) (collectively, U.S. export and import control laws and regulations). Seller shall control the dissemination of and access to technical data, information, and other items received under this Subcontract in accordance with U.S. export and import control laws and regulations. 15.2. Seller shall ensure any disclosure, export, reexport, transfer and retransfer of, and access to, any hardware, software, controlled technical data, technology, and/or services (collectively referred to as items) received under this Subcontract is undertaken in accordance with U.S. export and import control laws and regulations. In no event will the Seller export, reexport, or retransfer hardware, which is expressly excluded from this Subcontract. Seller agrees no items controlled under U.S. export and import control laws and regulations and provided by Buyer in connection with this Subcontract shall be provided to any person or entity, including non-U.S. person employees, subsidiaries, or affiliates, unless the transfer is expressly permitted by a U.S. Government license or other authorization, or is otherwise in accordance with applicable laws and regulations. 15.3. Seller shall notify Buyer if any deliverable under this Subcontract is subject to U.S. export and import control laws and regulations. Before providing Buyer any deliverable subject to the EAR or the ITAR, Seller shall provide in writing to the Buyer’s Authorized Procurement Agent the export jurisdiction and classification of any such item or controlled data upon request. After this initial disclosure, Seller shall timely notify the Buyer’s Authorized Procurement Agent in writing of any changes to the export jurisdiction and classification of the item or controlled data. 15.4. Companies engaged in manufacturing or modification of defense articles or furnishing defense services (whether or not the defense articles or services are intended for export) are required to register with the Department of State, Directorate of Defense Trade Controls (DDTC) in accordance with ITAR 22 CFR 122. If so engaged, Seller, by its offer and/or acceptance of this Subcontract, represents it is registered with the DDTC. Proof of such registration will be promptly provided to Buyer upon request. Seller shall maintain its registration throughout the complete period of performance of this Subcontract including any warranty period, and shall immediately notify Buyer in the event any such registration and/or other required authorization is revoked, expired, or invalidated for any reason. 15.5. Where Seller holds an export license or export agreement, Seller shall provide prompt notification to the Buyer’s Authorized Procurement Agent in the event of changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR, and the initiation or existence of a U.S. Government investigation that could affect the Seller’s performance under this Subcontract. 15.6. Seller hereby warrants neither it nor any immediate or ultimate parent, majority shareholder, subsidiary, affiliate, or lower-tier subcontractor is listed on any Restricted Party List of an agency of the U.S. Government, any applicable non-U.S. government or international organization, or any applicable state, local government, or municipality, nor are their export privileges denied, suspended, or revoked. For purposes of this provision, Restricted Party List is defined to include lists administered by the U.S. Departments of State, Commerce, and Treasury (e.g., Specially Designated Nationals List) or other U.S. Government agency and other similar lists that relate to export controls, economic sanctions, or anti-corruption. Seller shall immediately notify Buyer if it or any immediate or ultimate parent, majority shareholder, subsidiary, affiliate, or lower-tier subcontractor is added to any such Restricted Party List or if any of their export privileges become denied, suspended, or revoked. Seller shall not deal with any Restricted Party in relation to this Subcontract. 15.7. Seller shall promptly notify Buyer of any known or suspected violation of export or import control laws or regulations, or the initiation or existence of any U.S. Government investigation into same. Seller shall comply with requests from the other Party for additional information regarding any changed circumstance, known or suspected violation, or U.S. Government investigation. 15.8. Seller shall indemnify Buyer for all liabilities, penalties, losses, damages, costs, or expenses that may be imposed on or incurred by Buyer in connection with any Seller violations of non-U.S. or U.S. export or import control laws and regulations, by either Party, its officers, employees, agents, suppliers, or subcontractors at any tier.

Export Control and Compliance. 15.1. If this Subcontract involves the delivery of Goods, software, technical data, or Services (which includes design, assembly, testing, repair, maintenance, or modification to Goods or technologies) subject to U.S. United States export control laws and regulations, Seller shall comply with all applicable U.S. export and re-export control laws and regulations and any local government export regulations, including but not limited to the International Traffic in Arms Regulations (“ITAR”) (22 CFR 120 et seq.), the Export Administration Regulations (“EAR”) (15 CFR Part 730- 730-774), the regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) (31 CFR Part 500-598), the regulations administered by the U.S. Department of Justice, Bureau of Alcohol, Tobacco, Firearms, and Explosives (“ATF”) found in 27 CFR Chapter II, and all other applicable U.S. Government regulations relating to the importation of goods into the U.S. United States (including, but not limited to, the regulations administered by U.S. Customs and Border Protection (“CBP”) at 19 CFR 0 et seq. and other import regulations promulgated by other U.S. agencies which may be enforced by CBP) (collectively, collectively “U.S. export and import control laws and regulations”). Seller shall control the dissemination of and access to technical data, information, and other items received under this Subcontract in accordance with U.S. export and import control laws and regulations. 15.2. Seller shall ensure that any disclosure, export, reexport, transfer and retransfer of, and access to, any hardware, software, controlled technical data, technology, and/or services (collectively referred to as “items”) received under this Subcontract is undertaken in accordance with U.S. export and import control laws and regulations. In no event will the Seller export, reexport, or retransfer hardware, which is expressly excluded from this Subcontract. Seller agrees that no items controlled under U.S. export and import control laws and regulations and provided by Buyer in connection with this Subcontract shall be provided to any person or entity, including non-U.S. person employees, subsidiaries, or affiliates, unless the transfer is expressly permitted by a U.S. Government license or other authorization, or is otherwise in accordance with applicable laws and regulations. 15.3. Seller shall notify Buyer if any deliverable under this Subcontract is subject to U.S. export and import control laws and regulations. Before providing Buyer any deliverable subject to the EAR or the ITAR, Seller shall provide in writing to the Buyer’s Authorized Procurement Agent the export jurisdiction and classification of any such item or controlled data upon request. After this initial disclosure, Seller shall timely notify the Buyer’s Authorized Procurement Agent in writing of any changes to the export jurisdiction and classification of the item or controlled data. 15.4. Companies engaged in manufacturing or modification of defense articles or furnishing defense services (whether or not the defense articles or services are intended for export) are required to register with the Department of State, Directorate of Defense Trade Controls (“DDTC”) in accordance with ITAR 22 CFR C.F.R 122. If so engaged, Seller, by its offer and/or acceptance of this Subcontract, represents that it is registered with the DDTC. Proof of such registration will be promptly provided to Buyer upon request. Seller shall maintain its registration throughout the complete period of performance of this Subcontract including any warranty period, and shall immediately notify Buyer in the event that any such registration and/or other required authorization is revoked, expired, or invalidated for any reason. 15.5. Where Seller holds an export license or export agreement, Seller shall provide prompt notification to the Buyer’s Authorized Procurement Agent Buyer procurement representative in the event of changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR, and the initiation or existence of a U.S. Government investigation that could affect the Seller’s performance under this Subcontract. 15.6. Seller hereby warrants that neither it it, nor any immediate or ultimate parent, majority shareholder, subsidiary, affiliate, or lower-tier subcontractor is listed on any Restricted Party List of an agency of the U.S. Government, any applicable non-U.S. government Government or international organization, or any applicable state, local government, or municipality, nor are their export privileges denied, suspended, suspended or revoked. For purposes of this provision, “Restricted Party List List” is defined to include lists administered by the U.S. Departments of State, Commerce, and Treasury (e.g., Specially Designated Nationals List) or other U.S. Government government agency and other similar lists that relate to export controls, economic sanctions, or anti-corruption. Seller shall immediately notify Buyer if it or any immediate or ultimate parent, majority shareholder, subsidiary, affiliate, or lower-tier subcontractor is added to any such Restricted Party List or if any of their export privileges become denied, suspended, or revoked. Seller shall not deal with any Restricted Party in relation to this Subcontract. 15.7. Seller shall promptly notify Buyer of any known or suspected violation of export or import control laws or regulations, or the initiation or existence of any U.S. Government investigation into same. Seller shall comply with requests from the other Party party for additional information regarding any changed circumstance, known or suspected violation, or U.S. Government investigation. 15.8. Seller shall indemnify Buyer for all liabilities, penalties, losses, damages, costs, costs or expenses that may be imposed on or incurred by Buyer in connection with any Seller violations of non-U.S. or U.S. export or import control laws and regulations, by either Partyparty, its officers, employees, agents, suppliers, or subcontractors at any tier.