ITAR Compliance Notice

ITAR COMPLIANCE NOTICE

Parties and Background

Client Name:

Contractor Name:

Effective Date:

WHEREAS, the Client engages the Contractor to perform services and/or supply technical data or defense articles as described below; and

WHEREAS, the parties acknowledge that certain services, technical data, and defense articles may be subject to the International Traffic in Arms Regulations (ITAR) and related export control laws and regulations; and

WHEREAS, the parties desire to set forth obligations, certifications and procedures necessary to ensure compliance with applicable export control laws and to allocate responsibilities between the parties.

Scope of Work

ITAR Compliance Obligations

The parties acknowledge that performance under this agreement may involve ITAR-controlled technical data, defense services, or defense articles. Each party warrants and covenants as follows:

1. Export Controls: Each party shall comply with the ITAR and all other applicable export control laws. No party shall export, reexport, disclose or transfer ITAR-controlled technical data, defense services, or defense articles to any foreign person, foreign entity, or foreign destination without first obtaining all required authorizations and licenses.

2. Personnel and Eligibility: The Receiving Party certifies the immigration and citizenship status of personnel who will access ITAR-controlled materials. Receiving Party is a U.S. person: (check if applicable)

3. Registration and Authorizations: Each party shall maintain any registrations, licenses or other authorizations required by applicable export control laws and shall provide proof of such registrations or licenses upon written request.

4. Flow-Down: The Contractor shall ensure any subcontractor or affiliate that will have access to ITAR-controlled items is contractually bound to comply with the same export control obligations and shall obtain prior written consent before permitting access by such subcontractor.

Payment Terms

Term and Termination

Start Date:     End Date:

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches applicable export control laws, including ITAR, or fails to obtain necessary export authorization, or otherwise engages in conduct that poses a risk of unauthorized transfer or disclosure of ITAR-controlled items.

Confidentiality and Recordkeeping

Each party shall treat all ITAR-controlled technical data and other confidential information as Protected Information and shall not disclose or use such information except as expressly permitted under this agreement and applicable law. This obligation survives termination for a period of years from termination.

Recordkeeping: Parties shall retain records evidencing compliance with export control requirements, including license documentation, disclosures, training records and transfer logs, for a minimum period of years, or as otherwise required by law.

Audits, Reporting and Indemnity

Audit and Reporting: Each party agrees to permit the other party, upon reasonable notice and during normal business hours, to audit compliance with export controls, including access to relevant records and personnel. Parties shall promptly notify the other upon discovery of any actual or suspected violation of export control laws.

Indemnity: Each party shall indemnify, defend and hold harmless the other party from and against any fines, penalties, losses, liabilities, costs and expenses (including reasonable attorneys' fees) resulting from its breach of export control obligations, including any failure to obtain required export authorizations.

Marking and Handling: All physical and electronic deliveries of ITAR-controlled materials must be clearly marked and handled in accordance with ITAR and the parties' internal procedures. The Contractor shall implement reasonable access controls and tracking measures to prevent unauthorized access or transfer.

Governing Law

This Notice and any disputes arising out of or relating to compliance obligations hereunder shall be governed by the laws of the state of without regard to its conflict of law principles.

Entire Agreement

This Notice, together with any referenced attachments or purchase orders, constitutes the entire agreement between the parties with respect to ITAR compliance obligations and supersedes all prior or contemporaneous understandings, agreements, negotiations and communications, whether written or oral.

Certification by Authorized Representative

The undersigned certify, under penalty of perjury and as an authorized representative of their respective parties, that they have read and understand the obligations set forth in this ITAR Compliance Notice and agree to comply with all applicable export control laws in performing this agreement.

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