Common use of Sanctions Compliance Clause in Contracts

Sanctions Compliance. For the purposes of this Section 15F, the following terms will bear the meaning below: “Affiliate” means in relation to any person or body corporate, a person or body corporate that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first mentioned person or body corporate; “Client” means, for the purpose of this Section 15F, Client, including any officer, director, employee, successor and/or Affiliate of Client; “Restrictive Sanctions” means applicable measures, resolutions, laws, rules, regulations, and executive orders adopted by the United Nations or implemented by the European Union, a European Union Member State ("Member State"), the United Kingdom, or the United States, including laws, regulations, and Executive Orders administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) or the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”); “Relevant End-use" means military use; use in connection with chemical, biological or nuclear weapons or other nuclear explosive devices or the development, production, maintenance or storage of missiles capable of delivering such weapons; or, use in connection with Iran's enrichment-related, reprocessing, or heavy water-related activities. Client warrants and represents to GTT that (i) Client shall not, and shall not permit any third parties to, directly or indirectly, export, reexport, or release any products (including any software, documentation, and any related technical data included with, or contained in, such products, and any products utilizing any such products, software, documentation, or technical data), goods, works, or services provided by GTT to any jurisdiction or country to which, or any party to whom, the export, reexport, or release of any such goods, works or services is prohibited by applicable federal or foreign law, regulation, or rule, including Restrictive Sanctions; (ii) the performance of Client’s duties under this Agreement will not result in any funds, economic resources, products, goods, works, services, or wider benefits being made available, directly or indirectly, to any individual, entity, or body designated under Restrictive Sanctions measures adopted by the United Nations or implemented by the European Union, a Member State, United Kingdom, or the United States, or any party acting on behalf or at the direction of such an individual, entity, or body; and (iii) Client will not sell, export, transfer, re-export, or re-transfer any products, goods, works, or services provided by GTT which may be intended for a Relevant End-use unless prior authorisation by a competent authority has been granted. For the avoidance of doubt, and notwithstanding any other provision in this Agreement, Client shall not, and shall not permit any third parties to, directly or indirectly, export, reexport, or release any products, goods, works, or services provided by GTT to Iran, including any person or entity located in Iran or owned or controlled by any person or entity located in Iran. Cooperation with compliance: Where GTT is required by a competent authority to provide records and/or information, Client upon request by GTT, shall promptly provide GTT with all information, pertaining to the particular end Clients, the particular destinations, and the particular end use of the goods, works and services provided by GTT. GTT shall be entitled to terminate this Agreement and or any and all SOFs, in whole or in part thereunder with immediate effect by giving notice in writing to Client in the event that (i) Client breaches this Section 15F directly or indirectly, otherwise affect the ability of the Parties to perform their duties. Client shall indemnify and hold harmless GTT from and against any claim, proceeding, action, fine, loss, cost and damages arising out of or relating to any non-compliance of Client with this Section 15F and shall compensate GTT for all losses and expenses resulting thereof.