International Trade Compliance a. It is the understanding of both Parties that no information, data, or materials subject to the International Trade Compliance Laws ("ITC Laws") of the United States will be shared under this Agreement., including but not limited to the export control regulations. In the event that information, data, or materials subject to the ITC Laws ("ITC information") are required to conduct research under this Agreement, the Party identifying such ITC information will so inform the other Party in writing, prior to any such disclosure, and neither party shall forward or provide any such information to foreign persons without the express written permission of the other Party, as well as a formal amendment reflecting such receipt. At any time, either Party may either refuse receipt of any controlled information or it may terminate the Agreement at its election.
b. Client shall immediately notify the RTI Contractual Contact if Client, or any lower-tier subcontractor is, or becomes, listed in any Denied or Restricted Parties list or if Client's export privileges are otherwise denied, suspended, or revoked in whole or in part by any U.S. Government entity or agency. The Client shall also notify RTI of any pending administrative enforcement action concerning Client, or any lower-tier subcontractor, that may result in inclusion on any restricted list.
c. Client shall be responsible for all losses, costs, claims, causes of action, damages, liabilities, and expenses, including attorney's fees, all expenses of litigation and/or settlement, and court costs, arising from any act or omission of Client, its officers, employees, agents, or subcontractors at any tier, in the performance of any of its obligations under this Section.
International Trade Compliance. The sale, resale, or other disposition of Subscription Services and any related technology or documentation are subject to various economic sanctions, export control laws, and other restrictive trade measures administered by the U.S. and other applicable governments. Because these laws may have extraterritorial effect, Customer will comply with all such measures where applicable, including, without limitation: (a) the Export Administration Act of 1979, as amended (50 U.S.C. §§ 2401–2420) and the Export Administration Regulations, 15 C.F.R. §§ 730–774 (“EAR”); (b) the Arms Export Control Act, 22 U.S.C. § 2778, and the corresponding International Traffic in Arms Regulations (“ITAR”); (c) the economic sanctions laws and regulations enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), 31 C.F.R. §§ 500, et seq., and the U.S. Department of State; and (d) the anti-boycott regulations, guidelines, and reporting requirements under the Export Administration Regulations and Section 999 of the Internal Revenue Service Code. Customer understands and acknowledges that it is solely responsible for complying with such laws whenever applicable. Customer further understands and acknowledges that it will not directly or indirectly export, import, sell, disclose, or otherwise transfer any Subscription Services to any country or party subject to such restrictions, and that it is solely responsible for obtaining any license(s) to export, re-export, or import the Subscription Services that may be required.
International Trade Compliance. The Software and any related technical data made available for download under this XXXX are subject to the customs and export control laws and regulations of the United States (“U.S.”) and may also be subject to the customs and export laws and regulations of the country in which the download is contemplated. Further, under U.S. law, the Software and any related technical data made available for download under this XXXX may not be sold, leased or otherwise transferred to restricted countries, or used by a restricted end-user (as determined on any one of the U.S. government restricted parties lists, found at xxxx://xxx.xxx.xxx.xxx/complianceandenforcement/liststocheck.htm) or an end-user engaged in activities related to weapons of mass destruction including, without limitation, activities related to designing, developing, producing or using nuclear weapons, materials, or facilities, missiles or supporting missile projects, or chemical or biological weapons. You acknowledge that you are not a citizen, national, or resident of, and are not under control of the governments of Cuba, Iran, North Korea, Sudan or Syria; are not otherwise a restricted end-user as defined by U.S. export control laws; and are not engaged in proliferation activities. Further, you acknowledge that you will not download or otherwise export or re-export the Software or any related technical data directly or indirectly to the above-mentioned countries or to citizens, nationals, or residents of those countries, or to any other restricted end-user or for any restricted end-use.
International Trade Compliance. (a) Since November 1, 2014, the Company and the Company Subsidiaries are and have been in material compliance with, and have not engaged in any conduct that would reasonably be expected to be sanctionable under, all applicable Sanctions Laws, and there are not now, nor have there been since November 1, 2014, any formal or informal proceedings, allegations, or inquiries pending, expected or, to the Knowledge of the Company, threatened in writing against the Company, any of the Company Subsidiaries concerning violations or potential violations of, or conduct sanctionable under any applicable Sanctions Law.
(b) None of the Company, the Company Subsidiaries or Company Board members, officers or directors of the Company or the Company Subsidiaries, is a Sanctioned Person. To the Knowledge of the Company, no Sanctioned Person or group of Sanctioned Persons beneficially owns more than 5% of the Company.
(c) Neither the Company nor any of the Company Subsidiaries (i) is engaging in any transactions or other activity, directly or, to the Knowledge of the Company, indirectly, with any Sanctioned Person or any Person located, organized or resident in a Sanctioned Country nor (ii) since November 1, 2014, has exported, reexported, or retransferred any article, item, component, software, technology, service or technical data or taken any other act in material violation of any applicable export control Laws, including the U.S. International Traffic in Arms Regulations and the U.S. Export Administration Regulations.
International Trade Compliance. Customer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, (i) Customer represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (ii) Customer will not (and will not permit any of its Permitted Users to) access or use the Service in violation of any U.S. export embargo, prohibition or restriction, and (iii) Customer will not submit to the Service any information that is controlled under the U.S. International Traffic in Arms Regulations.
International Trade Compliance. The Software and any related technical data made available for download under this XXXX are subject to the customs and export control laws and regulations of the United States (“U.S.”) and subject to the customs and export laws and regulations of England and Wales. Further, under U.S. law, the Software and any related technical data made available for download under this XXXX may not be sold, leased or otherwise transferred to restricted countries, or used by a restricted end-user (as determined on any one of the U.S. government restricted parties lists, found at xxxx://xxx.xxx.xxx.xxx/complianceandenforcement/liststocheck.htm) or an end-user engaged in activities related to weapons of mass destruction including, without limitation, activities related to designing, developing, producing or using nuclear weapons, materials, or facilities, missiles or supporting missile projects, or chemical or biological weapons. You acknowledge that you are not a citizen, national, or resident of, and are not under control of the governments of Cuba, Iran, North Korea, Sudan or Syria; are not otherwise a restricted end-user as defined by U.S. export control laws; and are not engaged in proliferation activities. Further, you acknowledge that you will not download or otherwise export or re-export the Software or any related technical data directly or indirectly to the above-mentioned countries or to citizens, nationals, or residents of those countries, or to any other restricted end-user or for any restricted end-use.
International Trade Compliance. Client will comply with, and will not export from the United States, or allow the export of, a Service or Deliverable in violation of, all laws or regulations of the United States Department of Commerce, the United States Department of Treasury, Office of Foreign Assets Control, or any other United States or foreign agency or authority, including, without limitation, U.S. Export Administration Regulations, the International Traffic of Arms Regulations and country specific economic sanctions programs.
International Trade Compliance. Each Party agrees to conduct its operations under the terms of this Agreement in compliance with all applicable import, export, reexport and foreign trade control statutes, laws, regulations, enactments, directives and ordinances of any governmental authority with jurisdiction over such operations then in effect (“International Trade Laws”) in connection with the performance of its obligations under this Agreement. Each Party shall be responsible for obtaining any necessary authorizations required by International Trade Laws applicable to any Party’s import, export, reexport or other foreign trade activity in connection with the performance of its obligations under this Agreement. The transfer of any material from a Party to any of the other Parties shall be conducted in accordance with the terms set forth on Schedule 2.4(b). Each Party will cause these terms to be imposed upon any Affiliate and Third Party from which Information, Technology, materials or services are procured for this Agreement, including any supplier or subcontractor. This Agreement does not constitute, and shall not be construed to constitute, an agreement by any Party to take or refrain from taking any action, which would constitute non-compliance with any International Trade Laws applicable to its operations under the terms of this Agreement.
International Trade Compliance. The Purchaser reserves the right to terminate or suspend any Order in the event that there is or could be a potential breach of laws, regulations or ethical rules applicable to the Purchaser, including, but not limited to, international trade compliance rules prohibiting the purchase or sale of goods and services to or from certain countries, certain individuals or legal entities that are subject to international economic, financial or other sanctions..
International Trade Compliance. (a) Other than as would not have, individually or in the aggregate, a Company Material Adverse Effect, during the five (5) years prior to the date of this Agreement, the Company and the Company Subsidiaries are and have been in compliance with, and have not engaged in any conduct sanctionable under, all applicable Sanctions Laws, and there are not now, nor have there been during the five (5) years prior to the date of this Agreement, any formal or informal governmental proceedings, allegations, or inquiries pending, expected or, to the Knowledge of the Company, threatened in writing against the Company, any of the Company Subsidiaries concerning violations or potential violations of, or conduct sanctionable under any applicable Sanctions Law.
(b) None of the Company, the Company Subsidiaries or Company Board members, officers or directors of the Company or the Company Subsidiaries, is a Sanctioned Person. No Sanctioned Person or group of Sanctioned Persons beneficially owns more than 5% of the Company.
(c) Other than as would not have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of the Company Subsidiaries (i) is engaging in any transactions or other activity, directly or indirectly, with any Sanctioned Person or any Person located, organized or resident in a Sanctioned Country or (ii) has exported, reexported, or retransferred any article, item, component, software, technology, service or technical data or taken any other act in violation of any export control Laws, including the U.S. Export Administration Regulations.
