Compliance Sanctions Language Template

COMPLIANCE SANCTIONS LANGUAGE TEMPLATE

This Compliance Sanctions Language Template ("Agreement") is entered into as of by and between Client Name: and Counterparty Name: .

RECITALS

WHEREAS, each party is or will be a party to commercial arrangements pursuant to which goods, services or technology may be supplied, resold or otherwise transferred; and

WHEREAS, the parties desire to incorporate express covenants and remedies addressing compliance with economic sanctions, trade embargoes and export control laws to ensure that neither party nor any of its affiliates, officers, directors or beneficial owners are subject to sanctions that would prevent performance under the parties' arrangements.

WHEREAS, the parties agree that adherence to sanctions and export control obligations is a material condition of their business relationship and that violation of such obligations shall constitute a material breach giving rise to specific remedies.

SCOPE OF WORK

SANCTIONS REPRESENTATIONS AND COVENANTS

Each party represents, warrants and covenants that, as of the Effective Date and at all times during performance:

(a) it is not a person, entity or vessel that is the subject of sanctions or embargoes imposed by any national government or international body applicable to performance hereunder; and

(b) it will not, directly or indirectly, transfer, provide, disclose or otherwise make available any goods, technology, software, services, funds or support to a person, entity, country or end-use that would contravene applicable sanctions, export control or trade embargo laws; and

(c) it will maintain and apply sanctions screening procedures reasonably designed to identify sanctioned parties and restricted jurisdictions, and will not materialize or continue any transaction that would cause a breach of applicable sanctions laws.

PAYMENT TERMS

TERM AND TERMINATION

Term: This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Termination for Sanctions Breach: Either party may immediately suspend performance or terminate this Agreement upon written notice if the other party or any of its affiliates becomes the subject of sanctions, is designated on a sanctions list, is otherwise prohibited by law from performing, or materially breaches the sanctions covenants set forth herein.

CONFIDENTIALITY

Each party will keep confidential all non-public information disclosed in connection with this Agreement and will use such information solely to perform its obligations. Confidentiality obligations shall survive termination for a period of after the date of termination, except to the extent disclosure is required by law, regulation or valid subpoena, provided the disclosing party is given prompt notice and, where lawful, an opportunity to seek a protective order.

Yes No

AUDIT, COOPERATION AND NOTIFICATION

Notification: Each party shall promptly notify the other in writing if it becomes aware that it, an affiliate, or any person or entity with whom it proposes to transact is subject to sanctions or designated on a sanctions list, or if any transaction contemplated hereunder may cause a violation of applicable sanctions laws.

INDEMNIFICATION AND REMEDIES

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any and all losses, liabilities, costs (including reasonable attorneys' fees) and damages resulting from any breach of the sanctions representations, warranties or covenants in this Agreement, including any penalties, fines or settlement amounts arising from regulatory enforcement.

Remedies: The parties acknowledge that a breach of the sanctions covenants may cause irreparable harm for which monetary damages would be an inadequate remedy. In addition to any other rights and remedies, the non-breaching party shall be entitled to seek injunctive relief and specific performance without the posting of a bond.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in the chosen jurisdiction for resolution of disputes arising under or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any incorporated annexes or schedules and any written amendments signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, agreements or understandings, whether written or oral, relating to sanctions compliance obligations.

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and shall be construed so as to carry out, to the fullest extent reasonably possible, the intent of the parties.

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