Common use of Licenses and Other Approvals Clause in Contracts

Licenses and Other Approvals. Boeing shall, at its own expense, obtain, maintain and cause its U.S. subcontractors to obtain and maintain all U.S. government approvals, permits and licenses as may be required for the performance of the Work, including, but not limited to, all authorizations required for the export of any Deliverable Item, or any part thereof, as well as any agreements and other approvals of the U.S. government that are required for Customer and “foreign person” personnel (as defined under the ITAR) and/or representatives of Customer (including, but not limited to, foreign subsidiaries and agents, consultants, and subcontractors of Customer involved with the procurement), to have access to Boeing facilities, hardware, software, Deliverable Item, Training, other technical information, or technical services in connection with the performance of this Contract. Boeing shall also maintain and obtain licenses for customer’s insurance providers in connection with the placement or renewal of any Launch and In Orbit Insurance Policy. Both Boeing and the Customer shall perform their roles in accordance with all applicable laws, government rules, regulations and ordinances of the U.S. government in connection with such permits and licenses. In addition, Boeing shall provide reasonable support to Customer in obtaining and maintaining any necessary legal and regulatory approvals, permits, and licenses for the performance of Customer’s obligations hereunder. The Deliverable Data and hardware furnished under this Contract are subject to the ITAR or the U.S. Export Administration Regulations (the “EAR”). Customer shall provide written notification to Boeing as early as practicable as to the identity/nationality/citizenship (including dual or third country nationality/citizenship status, if any) of “foreign person” employees, contract employees and consultant(s) and any subsequent changes, if any, if such personnel, representatives, or insurance providers will or may have access to U.S. export-controlled items or services under this Contract, as identified in Exhibit I (Non U.S. Customer Employees, Including Employees with Dual and Third Country Nationalities). It is recognized that certain U.S. government approvals may require that Customer sign export authorization(s) and/or Customer Employees may have to sign individual non-disclosure agreement before Customer permits such employees and consultant(s) have access to Work pursuant to the provisions of Article 15 (Work-in-Progress at Boeing’s Facility). Notwithstanding this or any other Article in this Contract, the Parties understand and agree that certain restrictions are placed on access to Boeing’s plant and the provision of services and use of Technical Data and Information and hardware delivered under this Contract with relation to the approvals, permits and licenses Boeing and its U.S. subcontractors must obtain from the United States government. As a result, and if applicable, the Parties agree that such access and the actual delivery of any hardware, services, and Technical Data and Information will be under separate licenses and agreements. Customer shall cooperate with and assist Boeing in obtaining any U.S. government approvals, permits or licenses as may be required for the performance of Work under this Contract and Customer shall provide such reasonable support as necessary for Boeing to apply for, update, amend, and maintain such required U.S. export licenses, agreements, and other approvals and shall promptly notify Boeing of any occurrence or change in circumstances of which it becomes aware that is relevant to or affects such export licenses, agreements, and approvals. Boeing shall review with Customer any application Boeing makes to any government department, agency, or entity for any permit, license, agreement, or approval that will be signed by Customer as may be required for performance of the Work prior to submission of such application. Customer shall make Reasonable Efforts to provide its approval or comments to any such application provided by Boeing as soon as practical; however, Boeing shall provide Customer a minimum of ten (10) Business Days to review such application prior to submission to such governmental entity and Boeing shall in good faith consider any comments and proposed revisions made by Customer for incorporation into such application. Certain Deliverable Items furnished under this Contract are subject to the ITAR or the EAR, and as applicable, will be authorized by the United States government for export to Customer in specified locations as designated by Customer or to the Launch Site for launch into space. Customer represents and warrants that the ultimate end use of the Deliverable Data and hardware is for commercial purposes and may not be resold, diverted, transferred, trans-shipped or otherwise be disposed of in any other country or in any other manner, either in their original form or after being incorporated through an intermediate process into other end items without the prior written approval of the United States government, such subsequent approvals to be the responsibility of Customer (with Boeing to provide Customer with reasonable and customary support in obtaining any such subsequent approvals). Additionally, transferring registration, control or ownership to any other person or business entity of any Satellite or other Deliverable Items furnished under this Contract that are subject to the ITAR or the EAR is considered an export and as such also requires prior written approval from the United States government, which approvals are the responsibility of Customer (with Boeing to provide Customer with reasonable and customary support in obtaining any such subsequent approvals). At Customer’s request, Boeing shall include Customer (and related entities involved with the procurement) as a named party in any application to the U.S. government for approval of such export licenses, agreements, and other approvals so as to permit Customer to be present during any discussion with or meetings where Customer’s foreign subsidiaries/related entities or insurance providers may receive from or discuss with Boeing any export-controlled items and/or services. Boeing shall provide the parties to such export licenses and agreements copies of the export licenses and agreements and, Boeing shall inform Customer of the U.S. government provisos (without any change in substance to the original form issued by the U.S. government) related to same. Customer shall be the importer of record for any Deliverable Items under this Contract and shall take delivery of all such Deliverable Items whether shipped directly by Boeing or by one of its subcontractors. Customer is responsible for obtaining all non-United States governmental approvals, licenses and permits, since the Customer is the importer of record, associated with Customer’s Acceptance of any Deliverable Item under this Contract. Customer shall furnish its reasonable and customary support, and any information that Boeing reasonably requests in connection with Boeing’s securing for Boeing personnel any necessary visas, work permits, and/or other non U.S. governmental approvals if required for Boeing personnel to perform work at the Customer’s satellite operations facility site(s). Boeing shall furnish its reasonable and customary support, and any information that Customer reasonably requests in connection with Customer’s securing for Customer personnel any necessary visas, work permits, and/or other governmental approvals if required for Customer personnel to perform work at Boeing’s manufacturing facility site(s). If a non-U.S. Launch Site is selected by Customer, Boeing is responsible for obtaining, or having its subcontractors obtain, all United States governmental approvals, licenses and permits, including those which may be required for Boeing to perform the work in compliance with the laws at the Launch Site; however, Boeing shall have no liability whatsoever if it or its subcontractors are unable to obtain or maintain such licenses despite Boeing’s Reasonable Efforts in pursuing or causing its subcontractors to pursue these licenses. NOTWITHSTANDING ANY PROVISION IN THIS CONTRACT, IN NO EVENT SHALL EITHER PARTY BE OBLIGATED UNDER THIS CONTRACT TO PROVIDE ACCESS TO THE OTHER PARTY’S FACILITIES OR SUBCONTRACTOR FACILITIES, PROVIDE ACCESS TO OR FURNISH HARDWARE, SOFTWARE, DELIVERABLE DATA, OR OTHER TECHNICAL INFORMATION, OR PROVIDE TECHNICAL/DEFENSE SERVICES OR TRAINING, TO ANY PERSON EXCEPT IN COMPLIANCE WITH APPLICABLE U.S. EXPORT CONTROL LAWS, REGULATIONS, POLICIES, AND LICENSE CONDITIONS.