Legal EPCT Declaration

LEGAL EPCT DECLARATION

This Legal EPCT Declaration (the "Declaration") is made and entered into as of by and between Declarant Name: , Entity Type: Corporation LLC Individual, Address: (\"Declarant\"); and Recipient Name: , Entity Type: Corporation LLC Individual, Address: (\"Recipient\"). Declarant and Recipient are each a Party and together the Parties.

RECITALS

WHEREAS, Declarant has or controls certain goods, software, technical data and related services described below that may be subject to export, transfer, retransfer, or other regulatory controls (collectively, the "Items");

WHEREAS, Recipient requires certification from Declarant regarding classification, export controls, and applicable authorizations for the Items to permit lawful transfer, use, or incorporation; and

WHEREAS, the Parties desire to set forth their respective representations, obligations, and remedies with respect to export, prohibited/controlled technology, and compliance matters in this Declaration.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth below, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Declaration, the following terms shall have the meanings set forth below: "Export Controls" means all applicable laws, regulations and government authorizations governing the export, re-export, transfer, disclosure or provision of Items, including those related to national security, anti‑terrorism, embargoes and sanctions. "Controlled Technology" means any technical data, software, or know‑how that is subject to Export Controls.

2. DESCRIPTION OF ITEMS AND CLASSIFICATION

Declarant represents that, to the best of its knowledge after reasonable inquiry, the classifications set forth in the foregoing field are accurate and complete as of the date of this Declaration. Declarant shall promptly notify Recipient in writing if any classification information changes.

3. EXPORT CONTROLS AND AUTHORIZATIONS

Declarant certifies that it has reviewed the Items and represents that:

1. Declarant has conducted reasonable screening and has identified whether the Items contain Controlled Technology: Yes No.
2. For any Controlled Technology, Declarant has indicated applicable license requirements and whether a license or other government authorization is required prior to export, re-export, or transfer to Recipient's jurisdiction and has indicated whether such license has been obtained: License obtained License required but not obtained.
3. Declarant shall not export or transfer any Items requiring authorization without first obtaining and delivering to Recipient a copy of the required authorization and any conditions thereon.

4. REPRESENTATIONS AND WARRANTIES

Declarant represents and warrants that: (a) it has authority to make the representations contained herein; (b) the information provided in this Declaration is true, complete and correct to the best of Declarant's knowledge after reasonable inquiry; and (c) it will not take any action that would cause the Items to be exported, re-exported or transferred in violation of applicable Export Controls.

5. CONFIDENTIALITY

Except as required by law or regulation, Recipient agrees to treat as confidential any non‑public technical details and classification information supplied by Declarant in connection with this Declaration and to use such information solely for the purpose of ensuring compliance with Export Controls and facilitating permitted transactions.

6. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any losses, liabilities, claims, damages, fines or penalties (including reasonable attorneys' fees) arising from the Indemnifying Party's breach of its representations, warranties, or obligations under this Declaration or from any violation of applicable Export Controls caused by the Indemnifying Party.

7. AUDIT AND RECORDS

Upon reasonable notice, Declarant shall maintain records sufficient to substantiate its classifications, license determinations and exports related to the Items and shall permit Recipient or its authorized representatives to inspect such records during normal business hours to the extent reasonably necessary to verify Declarant's compliance with this Declaration, provided that any inspection shall be subject to confidentiality protections.

8. TERM AND TERMINATION

This Declaration shall commence on the effective date set forth above and shall remain in effect until terminated by mutual written agreement of the Parties or upon thirty (30) days' written notice by either Party in the event of a material breach that remains uncured after thirty (30) days following written notice of such breach.

9. NOTICES

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail. Notices are effective upon receipt.

10. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Declaration is effective unless in a writing signed by both Parties. No failure or delay by either Party in exercising any right shall constitute a waiver. This Declaration may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument.

11. GOVERNING LAW

This Declaration shall be governed by and construed in accordance with the substantive laws of the jurisdiction selected by the Parties. The Parties submit to the exclusive jurisdiction of the courts located in that jurisdiction solely for disputes arising under this Declaration.

12. ENTIRE AGREEMENT

This Declaration constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the Parties concerning such subject matter.

13. SEVERABILITY

If any provision of this Declaration is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

ADDITIONAL REPRESENTATIONS

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