Legal Export Compliance Form

Legal Export Compliance Form

This Legal Export Compliance Form (the "Form") is entered into as of Effective Date: by and between Exporter Name: with principal address: and Recipient Name: with principal address: .

RECITALS

WHEREAS, Exporter develops, manufactures or supplies products, software or technology that may be subject to export control laws and regulations of applicable jurisdictions ("Export Controls"); and

WHEREAS, Recipient will receive or otherwise have access to certain items, technical data, software, or services described below, and Exporter and Recipient desire to allocate responsibilities for compliance with Export Controls in connection with such transfers;

WHEREAS, the parties intend to implement reasonable internal controls, screening, recordkeeping, and, when required, obtain export licenses to ensure compliance with Export Controls and to prevent unauthorized diversion or use.

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

1. DEFINITIONS

1.1 "Export Controls" means all applicable laws, regulations, rules and orders relating to the export, re-export, transfer or disclosure of items, software, technology or services, including restrictions based on destination, end user or end use.

1.2 "Controlled Items" means the goods, software, technology or services described in Section 2 and any derivatives or technical data related thereto that are subject to Export Controls.

2. DESCRIPTION OF ITEMS AND CLASSIFICATION

3. COMPLIANCE OBLIGATIONS

3.1 Each party shall comply with all Export Controls applicable to its activities under this Form. Exporter shall be responsible for obtaining any required export or re-export licenses, authorizations or permits unless otherwise agreed in writing. Recipient shall not, without the prior written consent of Exporter, transfer, re-export, disclose or otherwise make Controlled Items available to any third party or for any end use that is inconsistent with Export Controls or this Form.

3.2 Recipient shall notify Exporter promptly in writing if Recipient becomes aware of any change to the end use, end user or destination that could affect export classification or require a license.

4. REPRESENTATIONS AND WARRANTIES

4.1 Each party represents and warrants that it is not listed on any sanctioned, denied, restricted or otherwise prohibited party list of any jurisdiction applicable to the parties' performance under this Form. Recipient further represents that to the best of its knowledge no person or entity that will have access to Controlled Items is subject to such restrictions.

4.2 Each party represents that it has and will maintain in effect policies and procedures designed to achieve compliance with Export Controls and to prevent diversion of Controlled Items to prohibited end users, destinations or uses.

5. SCREENING, DUE DILIGENCE AND INTERNAL CONTROLS

5.1 Each party shall conduct reasonable due diligence, including periodic screening of customers, intermediaries and end users, to ensure compliance with Export Controls. Screening must be documented and retained as required by Section 6.

6. RECORDKEEPING AND AUDIT

6.1 Each party shall keep complete and accurate records of exports, re-exports, transfers, screenings, licenses, authorizations and related correspondence for a period of not less than unless a longer period is required by law.

6.2 Upon reasonable notice, a party shall permit the other party and its authorized auditors to inspect records reasonably relevant to export compliance for the purpose of verifying compliance with this Form; such inspections shall be conducted during normal business hours and subject to confidentiality obligations.

7. EXPORT LICENSES AND AUTHORIZATIONS

7.1 If an export license, authorization or other government approval is required for the transfer or use of Controlled Items, the party responsible under Section 3 shall apply for and secure such license at its expense, and provide a copy of the license or written confirmation of authorization to the other party prior to the export or transfer.

Yes No If yes, License or Authorization Number:

8. TRAINING

8.1 Each party will provide export compliance training to employees and agents who handle or have access to Controlled Items or to information sufficient to perform obligations under this Form. Training records shall be maintained and made available upon request.

9. BREACH, REMEDIES AND NOTICE

9.1 In the event of an actual or suspected breach of Export Controls or this Form, the breaching party shall immediately notify the non-breaching party in writing and provide all information reasonably available concerning the breach.

9.2 The non-breaching party may suspend performance and seek injunctive or other equitable relief, in addition to any other remedies at law or in equity, to prevent unauthorized exports, disclosures or use.

10. INDEMNIFICATION

10.1 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, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of this Form or violation of Export Controls by the Indemnifying Party, its employees, agents, sublicensees or subcontractors.

11. LIMITATION OF LIABILITY

11.1 Except for liability resulting from willful misconduct or gross negligence and except for indemnification obligations under Section 10, in no event shall either party be liable for incidental, consequential, special or punitive damages arising out of or in connection with this Form.

12. NOTICES

All notices required or permitted under this Form shall be in writing and delivered to the address of the receiving party set forth below or to such other address as such party shall designate in writing.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Form shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflicts of law principles.

13.2 Entire Agreement. This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating thereto.

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

14. AMENDMENT; WAIVER; COUNTERPARTS

14.1 No amendment, modification or waiver of any provision of this Form shall be effective unless in writing and signed by an authorized representative of each party.

14.2 Failure or delay by either party to exercise any right or remedy under this Form shall not constitute a waiver of that right or remedy.

14.3 This Form 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.

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