Export Compliance ITAR Form

EXPORT COMPLIANCE — ITAR FORM & GENERAL BUSINESS AGREEMENT

This Export Compliance — ITAR Form and General Business Agreement (the Agreement) is entered into between the parties identified below for the provision of services and/or supply of items that may be subject to the International Traffic in Arms Regulations (ITAR).

Parties

WHEREAS

WHEREAS, Company provides goods, technical data, and services in the defense and aerospace sectors which may be subject to the International Traffic in Arms Regulations and related export control laws; and

WHEREAS, Recipient desires to receive such goods, services, or technical data and acknowledges that export, reexport, transfer, or disclosure of ITAR-controlled items is regulated and conditioned on compliance with applicable export authorization requirements; and

WHEREAS, the parties desire to set forth responsibilities, certifications, and procedures to ensure compliance with ITAR and to allocate risk and remedies associated with export control violations.

Scope of Work

Describe the services, goods, or technical data to be provided, including any deliverables, milestones, locations of performance, and any anticipated foreign person access:

Export Control Determinations and Certifications

The parties certify the following information with respect to the Scope of Work and any associated items or technical data:

Involves ITAR-controlled defense articles or technical data

Foreign person access to technical data or defense articles is expected

Each party represents and warrants that it will not export, reexport, transfer, release or disclose ITAR-controlled technical data or defense articles to any foreign person, entity, or country without first obtaining all required governmental authorizations or valid exemptions. Each party shall be responsible for obtaining and maintaining any required export licenses, agreements, or approvals for activities under this Agreement.

Compliance Obligations and Controls

The parties agree to implement and maintain written export compliance procedures reasonably necessary to ensure compliance with ITAR, including without limitation: (i) access controls limiting technical data to authorized personnel; (ii) written handling and labeling procedures for controlled materials; (iii) training of personnel with access to controlled items; and (iv) recordkeeping sufficient to demonstrate compliance and to support any required audits or government inquiries.

The parties shall promptly notify the other in writing of any known or suspected violation of export controls, including unauthorized disclosure, diversion, or transfer of controlled items, and shall cooperate in any investigation and remedial action.

Indemnity: Each party shall indemnify, defend and hold harmless the other party from and against any fines, penalties, liabilities, costs, or damages arising out of such indemnifying party’s breach of its export compliance obligations or any violation of ITAR resulting from its acts or omissions.

Payment Terms

Total Contract Amount: $

Late Payment Fee: A late fee of will apply to overdue amounts, compounded monthly to the fullest extent permitted by law.

Term and Termination

Term Commencement Date:     Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. This Agreement may be terminated immediately by either party if the other party materially breaches its export compliance obligations or if continuing performance would violate applicable export control laws or conditions of a required license.

Confidentiality

All technical data, defense articles, drawings, specifications, and information that is designated in writing as confidential or that reasonably should be understood to be confidential, including ITAR-controlled technical data, shall be treated as Confidential Information. Recipient shall not disclose such Confidential Information to any third party except as authorized in writing and consistent with ITAR and any applicable license conditions. Confidential Information shall be protected with at least the same degree of care that the receiving party uses to protect its own confidential information, but in no event less than a reasonable standard of care.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below, without regard to its conflict of law provisions.

Entire Agreement

This Agreement, including any exhibits, schedules, and written license authorizations expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications. No amendment to this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

Audit, Recordkeeping & Reporting

Each party shall maintain records sufficient to demonstrate compliance with ITAR and this Agreement for a period of not less than five (5) years following final performance, or longer if required by applicable law. Upon reasonable notice, parties shall permit audits or inspections related to export compliance, provided such audits are conducted during normal business hours and subject to mutual protections for confidentiality and national security considerations.

Remedies

A material breach of export compliance obligations shall be considered a material breach of this Agreement and shall entitle the non-breaching party to terminate the Agreement immediately and seek all available remedies, including injunctive relief, damages, and recovery of reasonable attorneys' fees.

Acknowledgments and Certifications

By executing this Agreement, each signatory certifies, represents, and warrants that: (i) they are authorized to bind the party they represent; (ii) they have read and understand the ITAR obligations applicable to the activities described herein; and (iii) the information provided in this form is true, complete, and accurate to the best of their knowledge.

The party has an export compliance program reasonably designed to ensure compliance with ITAR and related export control laws.

Notices

Notices under this Agreement shall be sent to the addresses set forth above or to any other address provided in writing by a party. Identify primary contact for export control matters for each party:

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree to negotiate in good faith to replace any invalid provision with a valid provision achieving, to the extent possible, the original economic and legal intent.

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