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Export Prohibition Agreement

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EXPORT PROHIBITION AGREEMENT

This Export Prohibition Agreement ("Agreement") is entered into as of Effective Date: by and between Exporting Party Name: , Entity Type: Corporation Partnership Individual Other, with principal place of business at , and Receiving Party Name: , Entity Type: Corporation Partnership Individual Other, with principal place of business at .

RECITALS

WHEREAS, Exporting Party possesses certain goods, technology, technical data and/or software, described in Section 1.3 below, that may be subject to export, re-export or transfer restrictions under applicable export control, sanctions, anti-boycott, and trade laws and regulations ("Export Control Laws"); and

WHEREAS, Receiving Party desires to receive, access, or otherwise use such goods, technology, technical data and/or software in connection with a business relationship between the parties; and

WHEREAS, the parties intend to ensure that neither party will export, re-export, transfer, disclose or otherwise make available Controlled Items in violation of Export Control Laws or the restrictions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Controlled Items" means any goods, technology, technical data, software, or services provided or made available by Exporting Party to Receiving Party under this Agreement that are subject to Export Control Laws. Receiving Party shall identify with specificity any items believed to be Controlled Items by completing the Description of Controlled Items field below.

1.2 "Export Control Laws" means all applicable export, re-export, embargo, sanction and customs laws, regulations and orders of any jurisdiction having authority, including restrictions on transfer to certain persons, entities, destinations, or end uses.

2. PROHIBITED EXPORTS AND TRANSFERS

2.1 Receiving Party shall not, directly or indirectly, export, re-export, transfer, disclose, or make available any Controlled Items to any foreign person, entity, or destination in a manner that would violate Export Control Laws. Receiving Party shall not facilitate any such transfer by third parties.

2.2 Receiving Party shall not export or re-export Controlled Items to any country, person, destination, or end use for which export authorization or a license is required under Export Control Laws, unless and until the Receiving Party obtains all required governmental authorizations and provides written evidence of such authorizations to Exporting Party.

3. COMPLIANCE OBLIGATIONS

3.1 Receiving Party represents and warrants that it will comply with all applicable Export Control Laws in its receipt, use, handling, storage, and disposition of Controlled Items. Receiving Party shall not take any action that would cause Exporting Party to be in violation of Export Control Laws.

3.2 Receiving Party shall implement and maintain reasonably appropriate internal export compliance procedures, including screening of personnel and customers and recordkeeping necessary to demonstrate compliance with this Agreement and Export Control Laws.

4. REPRESENTATIONS AND WARRANTIES

4.1 Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement and that the execution and performance of this Agreement will not violate any other agreement to which it is a party.

4.2 Receiving Party further represents that it is not a citizen or resident of, nor is it organized under the laws of, nor will it perform activities in jurisdictions subject to comprehensive trade embargoes or sanctions that would prohibit receipt of Controlled Items under Export Control Laws.

5. RESTRICTIONS, CONTROLS, AND RECORDS

5.1 Receiving Party shall not remove any export-control, proprietary, or other restrictive markings placed on Controlled Items and shall retain all such markings on any reproduction, derivative or component.

5.2 Receiving Party shall maintain complete and accurate records relating to the receipt, storage, handling, use, transfer or disposal of Controlled Items for a minimum of five (5) years or for such longer period as required by Export Control Laws, and shall promptly provide copies to Exporting Party upon reasonable request.

6. AUDIT RIGHTS

Exporting Party, or its authorized representative, shall have the right, upon reasonable prior notice and during normal business hours, to audit Receiving Party's records and facilities to verify compliance with this Agreement and Export Control Laws. Such audits shall be conducted in a manner that minimizes disruption to Receiving Party's business.

7. INDEMNIFICATION

Receiving Party shall indemnify, defend and hold harmless Exporting Party and its affiliates, officers, directors and employees from and against any and all claims, liabilities, losses, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Receiving Party's breach of this Agreement or violation of Export Control Laws in connection with Controlled Items.

8. TERM AND TERMINATION

8.1 This Agreement shall commence on the Effective Date and continue until terminated in accordance with this Section 8 or by mutual written agreement of the parties.

8.2 Either party may terminate this Agreement immediately upon written notice to the other party if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of such breach.

8.3 Termination of this Agreement shall not relieve Receiving Party of obligations arising prior to termination, including record retention, indemnification, and obligations relating to disposition of Controlled Items.

9. REMEDIES

The parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, Exporting Party shall be entitled to seek injunctive relief and specific performance to enforce the provisions of this Agreement.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses specified below by hand, overnight courier, certified mail (return receipt requested) or by other means that provide evidence of delivery. Notice is effective upon receipt.

11. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. Failure or delay by either party to exercise any right shall not constitute a waiver of that right.

12. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or electronically transmitted signatures shall be binding for all purposes.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising out of this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

14.2 If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it enforceable.

15. SURVIVAL

Provisions that by their nature should survive termination or expiration of this Agreement, including but not limited to Sections 2, 3, 5, 7, 9, 10 and 14, shall survive any termination or expiration of this Agreement.

CERTIFICATIONS

Each party certifies that the information provided in this Agreement and in any accompanying notifications or declarations is true, complete and accurate as of the date signed below, and acknowledges that material misstatements may subject the certifying party to civil or criminal penalties under applicable Export Control Laws.

Exporting Party:

By:

Date:

Receiving Party:

By:

Date:

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What the Export Prohibition Agreement Is

An Export Prohibition Agreement is a legal contract that bars a party from exporting specified goods, technology, or data to defined jurisdictions or recipients. It clarifies prohibited activities, parties covered, effective dates, and remedies for breach, and it may reference export control laws, sanctions lists, or corporate compliance policies. Organizations use this agreement to manage regulatory risk, satisfy contractual obligations, and document express consent or restrictions when transferring controlled items or information across national borders.

Why this agreement matters for compliance and risk control

The Export Prohibition Agreement reduces regulatory exposure by documenting explicit export restrictions tied to sanctions, U.S. export controls, and customer obligations. It provides enforceable contractual remedies, supports internal audits, and helps demonstrate reasonable compliance steps to regulators and partners.

Why this agreement matters for compliance and risk control

Typical users and when they sign

Use by the right stakeholders—legal, security, procurement—helps ensure the agreement is enforceable and practically implemented.

  • Export compliance officers and legal teams responsible for trade controls and OFAC screening.
  • Vendors and distributors who supply hardware, software, or technical data subject to export restrictions.
  • Contracting parties needing written assurances from counterparties about prohibited transfers.

Filling the Export Prohibition Agreement: step-by-step

Follow these steps to complete the agreement accurately and reduce later disputes.

  • 01
    Identify parties: Enter full legal names and organizational details exactly.
  • 02
    Describe restrictions: List prohibited items, technologies, destinations, and recipient types.
  • 03
    Set term: Specify effective date and duration in MM/DD/YYYY format.
  • 04
    Sign and retain: Obtain authorized signatures and preserve the executed copy.

How to configure the agreement for online completion

Set up fields and authentication to match your compliance and audit needs before sending for signatures.

Field Configuration
Signature Fields Place signature, date, and initial fields for each signer
Conditional Clauses Use conditional fields to show clauses only when relevant
Authentication Select email or SMS code; use KBA for higher assurance
Audit Trail Enable full event logs and timestamps for compliance

Technical considerations for eSigning and submission

Configure storage, export, and access controls to meet retention and internal audit requirements.

  • File formats: PDF or DOCX recommended
  • Authentication options: Email, SMS, or KBA
  • Audit records: Timestamps and IP logs

Typical online signing flow for the agreement

A standard eSigning workflow minimizes friction while preserving legal and evidentiary integrity.

  • Upload document: Administrator uploads the agreement file to the platform
  • Place fields: Add signature, date, and required inputs
  • Send to signers: Platform sends secure links or email invites
  • Complete and store: Signed copies and audit trail are stored securely

Core clauses to include in a professional Export Prohibition Agreement

Ensure the agreement contains clear, enforceable clauses that define scope, obligations, and remedies.

Scope

Define precisely which goods, software, technology, or technical data the prohibition covers and how classifications (e.g., ECCN, ITAR) apply to avoid ambiguity or overbreadth.

Prohibited Destinations

List countries, territories, or specific entities subject to sanctions or export restrictions, and clarify whether subsidiaries or agents are included under the prohibition.

User Obligations

Set out the receiving party's obligations: screening OFAC/denied parties lists, obtaining licenses, and refraining from re-export or transfer without written consent.

Representations

Include representations about compliance with U.S. export laws, absence of prior violations, and authority to accept restrictions.

Remedies

Specify injunctive relief, indemnities, termination rights, and liquidated damages where appropriate to make remedies clear and enforceable.

Notices

Provide where and how notices must be sent, required timing, and the effect of receipt or failure to receive notices for enforcement and cure periods.

Essential data elements to capture in the agreement

Party identity: Full legal name
Effective date: MM/DD/YYYY
Restricted items: Controlled goods list
Destination list: Countries/entities named
Signatory role: Title and authority
Notice address: Street, email, phone

Penalties and legal risks of an incorrect agreement

Regulatory fines: Civil and criminal penalties
Contract liability: Indemnities and damages
Export license denials: Impact on future approvals
Reputational harm: Partner and customer distrust
Operational disruption: Stopped shipments or recalls
Sanctions exposure: OFAC enforcement risk

Common preparation mistakes to avoid

  • Vague item descriptions that omit control classifications (ECCN/ITAR) and create uncertainty about whether a prohibition applies.
  • Failing to name specific destinations or relying on categories like 'restricted countries' without an attached list, which undermines enforceability.
  • Not confirming signer authority; unsigned or incorrectly authorized agreements are harder to enforce and may be invalid in court.
  • Omitting notice procedures or cure periods so parties lack a clear process for addressing suspected violations.

Timing considerations and deadline norms

Be explicit about timing for notices, cure periods, audit rights, and the agreement's duration to reduce ambiguity and litigation risk.

Effective date:

Specify MM/DD/YYYY to determine when restrictions begin

Notice periods:

State notice delivery timelines and accepted methods

Cure periods:

Provide specific days for remediation before remedies apply

Audit windows:

Define how far back audits may examine transfers

Agreement term:

State fixed term or termination conditions

eSignature provider comparison for executing Export Prohibition Agreements

Compare basic plan costs and key capabilities you may need for compliance and high-volume signing; signNow is shown first per vendor comparison convention.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Frequently asked questions about Export Prohibition Agreements

Answers to common legal and practical questions to help you prepare, execute, and enforce the agreement correctly.


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