Legal Export Control Policy

LEGAL EXPORT CONTROL POLICY

This Legal Export Control Policy (the Policy) is made effective as of Effective Date: by and between Company Name: with principal place of business at Company Address: and Other Party Name: with principal place of business at Other Party Address: . The Company and Other Party are each a Party and collectively the Parties for purposes of this Policy.

Recitals

WHEREAS, the Parties engage in transactions and activities that may involve the export, reexport, transfer, or release of goods, technology, software or related technical data subject to national and international export control laws and economic sanctions; and

WHEREAS, the Parties desire to establish binding internal policies, procedures and responsibilities to ensure compliance with applicable export control and sanctions laws, including licensing, classification, screening, recordkeeping, training and reporting obligations; and

WHEREAS, the Parties recognize that failure to comply with export control or sanctions requirements may result in significant civil or criminal penalties, loss of export privileges and reputational harm.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties agree as follows.

1. Definitions

For purposes of this Policy, the following definitions apply: "Export" includes any shipment, transmission, transfer, transmission or release of items, technology, software or technical data to a foreign person, foreign destination, or a foreign national, including releases within national borders where applicable; "Reexport" means transfer of controlled items subject to applicable reexport controls; "Technology" and "Technical Data" include blueprints, designs, manuals, source code and technical assistance; "License" means any authorization, license, license exception or other governmental approval required for an export, reexport or transfer.

2. Scope

This Policy applies to all employees, officers, directors, contractors, consultants, affiliates and agents of each Party and to all activities and transactions that involve goods, software, technology or services that may be subject to export control or sanctions laws. Applicable categories include:

Applicable Controls (check all that apply): Export Reexport In-country transfer or release Deemed export (release to foreign national)

3. Export Compliance Officer

Each Party shall designate an Export Compliance Officer (ECO) responsible for administering and enforcing this Policy, including classification, licensing, screening, training, recordkeeping and reporting.

4. Classification and Licensing

All items, software and technology proposed for export, reexport or transfer must be classified in accordance with the controlling classification lists and regulations. No export, reexport or transfer of controlled items shall be undertaken without a written determination of classification and, where required, an obtained License or documented qualifying license exception. Determinations shall be recorded and retained consistent with Section 7.

5. Licensing and Internal Approval

No Party shall proceed with any export, reexport or transfer requiring governmental authorization without prior written approval from the Party's ECO. Where a license is obtained, the license conditions and any post-authorization reporting obligations must be documented and observed.

6. Screening and Due Diligence

Prior to any export, reexport or transfer, Parties must screen counterparties, end-users and intermediaries against applicable denied parties, restricted party and sanctions lists and must conduct end-use and end-user due diligence. Negative screening results or indications of diversion or prohibited end use shall preclude the transaction until resolved.

7. Recordkeeping

Each Party shall retain records of classifications, license applications, licenses, end-use statements, screening results, internal approvals, training records and related documentation for a period not less than Retention Period (years): years or for such longer period as required by applicable law.

8. Training and Awareness

Parties shall provide periodic training on export control and sanctions obligations to all employees and contractors whose duties may implicate export controls. Training shall address classification, licensing, screening, red flags, recordkeeping and reporting obligations.

9. Audits and Monitoring

Each Party shall conduct routine audits and monitoring of export control practices and compliance. Audit findings shall be reported to senior management and remediated promptly. Parties agree to provide reasonable cooperation in audits related to compliance with this Policy.

10. Reporting Violations and Investigations

Any suspected or actual violation of export controls or sanctions must be reported immediately to the notifying Party's ECO. The ECO shall promptly initiate an internal investigation and, where required by law, notify the relevant governmental authority. Parties shall cooperate fully with investigations and corrective actions.

11. Third-Party Contracts and Flow-Down

Parties shall include appropriate export control and sanctions flow-down obligations in subcontracts and agreements with third parties. Such clauses shall require contractors to comply with applicable export control laws and to cooperate with audits and investigations.

12. Sanctions and Embargoes

Parties shall not engage, directly or indirectly, in transactions with persons, entities, vessels or jurisdictions subject to comprehensive or targeted sanctions or embargoes where such transactions are prohibited. Transactions presenting sanctions-related risk require enhanced due diligence and prior written authorization from the ECO.

13. Cooperation with Authorities

Parties shall cooperate with lawful governmental requests, investigations and audits relating to export control or sanctions compliance and shall not withhold relevant records or impede authorized inquiries.

14. Remedies and Disciplinary Action

Violations of this Policy may result in disciplinary action up to and including termination of employment or contract, suspension of export privileges and pursuit of available legal remedies. Nothing in this Policy limits the right of a Party to seek injunctive or other equitable relief.

15. Notices

All notices required or permitted under this Policy shall be in writing and delivered to the addresses set forth below by hand, certified mail, courier or other internationally recognized delivery service.

16. Amendments; Waiver; Counterparts

This Policy may be amended only by a written instrument signed by authorized representatives of both Parties. Waiver of any provision shall be effective only if in writing and signed by the waiving Party. This Policy may be executed in counterparts, each of which constitutes an original and all of which constitute one instrument.

17. Governing Law; Severability; Entire Agreement

This Policy shall be governed by and construed in accordance with the laws of Governing Law State: without regard to conflicts of law principles. If any provision of this Policy is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Policy constitutes the entire agreement of the Parties with respect to its subject matter and supersedes all prior agreements and understandings relating thereto.

18. Miscellaneous

The Parties shall cooperate in good faith to implement procedures necessary to effectuate this Policy. Any costs associated with licensing, recordkeeping or compliance obligations shall be borne by the Party or Parties as set forth in the applicable commercial agreement between the Parties or as otherwise agreed in writing.

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