Does a clause prevent all re-exports?

No. A clause allocates contractual responsibility and requires certifications or licenses, but parties must still obtain government export or re-export authorizations when required by EAR, ITAR, or OFAC.

Who must certify compliance?

The clause should name the party with responsibility—often the seller or exporter—but may require both vendor and purchaser to provide representations and to cooperate in license applications.

Is an e-signed clause legally valid?

Yes; electronic signatures are enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are met.

When is notarization or RON required?

Not typically required for re-export clauses alone, but certain affidavits or statutory certifications may need notarization. Check state rules for RON and witness variations before relying on electronic execution.

What if the classification is unclear?

Document that classification is pending, assign responsibility to obtain an official ECCN/USML determination, and avoid shipment until clearance or license is obtained.

How long should records be kept?

Retain records for the active term plus at least 3 years; for healthcare or other regulated sectors, follow HIPAA (6 years) and industry-specific retention requirements.

Electronic Signature
Templates
Legal
Legal Re-Export Clause

Legal Re-Export Clause

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LEGAL RE-EXPORT CLAUSE

This Legal Re-Export Clause (the "Clause") is made and entered into as of by and between , a business organized under the laws of with its principal place of business at (hereinafter "Disclosing Party"), and , a business organized under the laws of with its principal place of business at (hereinafter "Receiving Party"). Disclosing Party and Receiving Party are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, the Parties anticipate disclosure, transfer or access to certain goods, software, technology or technical data that may be subject to national and international export, re-export, sanction and embargo controls (collectively "Export Laws"); and

WHEREAS, the Parties desire to set forth binding obligations and procedures to ensure compliance with applicable Export Laws, to restrict re-export and retransfers to prohibited destinations and end users, and to allocate responsibilities for obtaining any required governmental authorizations; and

WHEREAS, the Parties intend that the terms of this Clause govern all transfers of Controlled Items and related technical information exchanged between the Parties unless otherwise expressly agreed in writing.

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

1. DEFINITIONS

For the purposes of this Clause: "Export" means shipment, transmission or release of Controlled Items, directly or indirectly, from one country to another; "Re-Export" means any transfer, shipment, transmission, release or retransfer of Controlled Items from the receiving jurisdiction to a third country or third party; "Export Laws" means all applicable national and international export control laws, sanctions, embargoes, regulations and governmental orders; and "Controlled Items" means items, software, technology or technical data identified by export classification numbers and described as follows:

2. COMPLIANCE WITH LAWS

Each Party shall comply with all applicable Export Laws in performing its obligations under any agreement that incorporates this Clause. Each Party shall not export, re-export, transfer, or release Controlled Items, directly or indirectly, to any destination, entity, or person prohibited by Export Laws without first obtaining all required governmental authorizations and licenses.

3. PROHIBITION ON RE-EXPORT

Receiving Party shall not, and shall ensure its affiliates, subcontractors and downstream recipients do not, re-export or transfer Controlled Items to any country, person, entity or end use that is subject to an applicable embargo or sanctions regime or otherwise prohibited by Export Laws. Receiving Party shall not transfer Controlled Items to any person or entity listed on any denied, restricted or specially designated nationals list under applicable Export Laws.

Prohibited destinations and restricted parties (as agreed by the Parties) are set forth below. Receiving Party acknowledges that additions to this list may be made by law and agrees to comply immediately upon such additions:

4. LICENSES AND AUTHORIZATIONS

If any government authorization, license, permit or other approval is required under Export Laws for the export or re-export of Controlled Items, Receiving Party shall obtain such authorization prior to any transfer. Receiving Party shall provide to Disclosing Party, upon request, written evidence of required authorizations or written confirmation that no authorization is required.

Notification of required or denied authorizations shall be provided within business days of Receiving Party's knowledge of such requirement or denial.

5. REPRESENTATIONS AND WARRANTIES

Receiving Party represents and warrants that:

(a) It will not export or re-export Controlled Items in violation of Export Laws; and

(b) It has conducted reasonable due diligence and screening of intended end users and shall not transfer Controlled Items to any person or entity known or reasonably suspected to be engaged in activities prohibited by Export Laws.

Receiving Party certifies: Certification of compliance with Export Laws

6. RECORDKEEPING AND AUDIT

Each Party shall maintain complete and accurate records pertaining to exports, re-exports, transfers, authorizations, and related due diligence for at least years, or for the duration required by applicable Export Laws, whichever is longer. Disclosing Party shall have the right, upon reasonable notice and during normal business hours, to audit Receiving Party's relevant records to verify compliance with this Clause.

7. REPORTING OF VIOLATIONS

Receiving Party shall promptly report in writing to Disclosing Party any actual, suspected or threatened violation of Export Laws relating to Controlled Items or any circumvention of the restrictions in this Clause. Such report shall be made within business days of discovery and shall include all material facts known to Receiving Party.

8. INDEMNIFICATION

Receiving Party shall indemnify, defend and hold harmless Disclosing 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 from or related to Receiving Party's breach of this Clause or violation of Export Laws.

9. TERMINATION; REMEDIES

A material breach of this Clause by Receiving Party, including any unlawful re-export or failure to obtain required authorizations, shall be grounds for immediate termination of the underlying transaction or agreement and for injunctive or other equitable relief in addition to any other remedies available at law or in equity.

10. NOTICES

Disclosing Party Notices

Receiving Party Notices

Notices shall be in writing and delivered by hand, recognized courier, or certified mail to the addresses provided above and shall be effective upon receipt.

11. GOVERNING LAW; VENUE

This Clause shall be governed by and construed in accordance with the laws of without regard to choice-of-law principles. The Parties submit to the exclusive jurisdiction of the courts located in such jurisdiction for disputes arising under this Clause, unless otherwise prohibited by applicable mandatory law.

12. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER; COUNTERPARTS

This Clause constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings regarding export and re-export compliance. If any provision of this Clause is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No amendment, modification or waiver of any provision shall be effective unless in writing and signed by both Parties. No waiver of any breach shall be deemed a waiver of any subsequent breach. This Clause 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.

ADDITIONAL PROVISIONS

The Parties acknowledge that compliance with Export Laws is an ongoing obligation. Each Party shall implement and maintain internal policies, training and recordkeeping sufficient to ensure compliance, and shall permit inspections as set forth in Section 6.

Disclosing Party:

By:

Date:

Receiving Party:

By:

Date:

What the Legal Re-Export Clause Is and When It Applies

A Legal Re-Export Clause is a contract provision that restricts or conditions the onward transfer of goods, software, technology, or technical data to third countries, end-users, or for prohibited end-uses. It typically references export-control regimes such as the EAR (15 CFR parts 730–774), ITAR (22 CFR parts 120–130), and sanctions administered by the Treasury Department (31 CFR). The clause sets seller and buyer obligations, required approvals or licenses, permitted destinations, and certification language the parties or signatories must provide before any re-export occurs.

Why a Clear Re-Export Clause Matters

A well-drafted re-export clause reduces legal and compliance risk by allocating responsibility for export screenings, license obligations, and certification. It protects parties from inadvertent violations of federal export and sanctions laws and supports due diligence during audits or government inquiries.

Who Completes or Relies on a Legal Re-Export Clause

Accurate completion improves enforceability, reduces delay risk, and creates a clear audit trail for regulators or third-party verifiers.

Export compliance officers and trade counsel who confirm ECCN/USML classification and licensing needs before shipment.
Purchasing and logistics teams responsible for routing, documentation, and end-user declarations during movement of goods.
In-house counsel and contract managers who negotiate allocation of liability and certification language between parties.

Essential Elements to Include in a Professional Clause

A professional re-export clause is concise yet comprehensive and assigns obligations, required certifications, permitted destinations, and remedies for breach.

Scope

Define the covered items, software, and technical data by reference to ECCN/USML categories to avoid ambiguity and scope creep.

Prohibited Destinations

List embargoed or sanctioned countries and reference OFAC or BIS lists; require advance notice and approval for transfers to restricted jurisdictions.

End-User Controls

Require recipient representations about final end-use and end-user, and mandate immediate notice if those representations change.

Licensing & Approvals

Specify which party is responsible for obtaining export/re-export licenses and for paying associated fees and costs.

Audit Rights

Allow compliance audits or records inspections and require maintenance of transaction records for the applicable retention period.

Remedies

Define consequences for breach: suspension of deliveries, indemnification, termination rights, and repayment of license costs.

Core Data Points Required in the Clause

Item ID: ECCN/USML

Destination: Country name

End-User: Full legal name

End-Use: Purpose statement

License: License number

Retention: Record retention period

Step-by-Step: Completing a Legal Re-Export Clause

Follow these sequential steps to collect required declarations and embed the clause correctly into the contract.

01

Identify items: List ECCN/USML codes and controlled components.
02

Screen parties: Run OFAC/BIS denied-party checks on recipients.
03

Assign license duty: Designate who applies for export or re-export licenses.
04

Insert clause: Place final clause with execution and certification language.

How the Clause Operates in a Transaction Flow

The clause creates checkpoints that tie contractual obligations to operational export-control steps.

Contract formation: Clause is negotiated and agreed before order acceptance.
Pre-shipment screening: Seller or designated party performs denied-party and destination checks.
License procurement: Responsible party secures any required export or re-export licenses.
Post-shipment duties: Retention and audit obligations remain after delivery.

Configuring an Electronic Workflow for Re-Export Certification

Map contractual checkpoints to digital tasks and required approvals when automating the clause in a contract management system.

Task \| Role	Action required \| Responsible party
Classification check	Compliance team \| Verify ECCN/USML
Denied-party screening	Export officer \| Run OFAC/BIS checks
License request	Export officer \| Initiate license application
Final certification	Authorized signatory \| Sign and date clause

Preparing Documents and Platforms for eSubmission

Configure role-based access and retention settings so the platform enforces approvals and keeps a tamper-evident record for audits and compliance reviews.

File formats: Use PDF or DOCX to preserve clause integrity.
Authentication: Use multi-factor or ID verification for high-risk transactions.
Audit trail: Capture timestamps, IP, and signer attestations.

Key Timing and Deadlines to Track

Monitor review, license, and recordkeeping deadlines to prevent unlawful shipments or missed obligations.

Pre-shipment review deadline:

Complete classification and screening before finalizing shipment.

License processing window:

Allow government processing time before export; timelines vary by agency.

Certification signature date:

Signer must date certification at execution time.

Record retention start:

Retention begins on transaction date or agreement effective date.

Audit response timeframe:

Prepare to respond within regulator-requested deadlines.

Common Preparation Mistakes to Avoid

Using vague item descriptions that omit ECCN or USML classifications, creating uncertainty for licensing determinations.
Failing to run denied-party screenings on downstream recipients, which can lead to involuntary violations and delayed shipments.
Assigning licensing responsibility ambiguously, which causes disputes and missed license applications before export.
Not preserving audit-ready records and signer attestations, increasing risk during government compliance reviews.

Principal Penalties and Operational Risks

Civil penalties: Fines and administrative sanctions

Criminal exposure: Willful violations can bring criminal charges

License denial: Loss of export privileges

Contract liability: Indemnities and breach claims

Supply disruption: Shipment holds or seizures

Reputational harm: Customer and partner distrust

Comparing eSignature Providers for Executing the Clause

Select an eSignature provider that offers strong audit trails, appropriate authentication, and the compliance features you need; signNow is listed first for comparison.

	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	No	No	No	No
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently Asked Questions About Legal Re-Export Clauses

Answers to common questions about drafting, signing, and enforcing re-export clauses with an emphasis on U.S. legal and compliance considerations.

Need help? Contact support

Does a clause prevent all re-exports?
No. A clause allocates contractual responsibility and requires certifications or licenses, but parties must still obtain government export or re-export authorizations when required by EAR, ITAR, or OFAC.
Who must certify compliance?
The clause should name the party with responsibility—often the seller or exporter—but may require both vendor and purchaser to provide representations and to cooperate in license applications.
Is an e-signed clause legally valid?
Yes; electronic signatures are enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are met.
When is notarization or RON required?
Not typically required for re-export clauses alone, but certain affidavits or statutory certifications may need notarization. Check state rules for RON and witness variations before relying on electronic execution.
What if the classification is unclear?
Document that classification is pending, assign responsibility to obtain an official ECCN/USML determination, and avoid shipment until clearance or license is obtained.
How long should records be kept?
Retain records for the active term plus at least 3 years; for healthcare or other regulated sectors, follow HIPAA (6 years) and industry-specific retention requirements.

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Task \| Role	Action required \| Responsible party
Classification check	Compliance team \| Verify ECCN/USML
Denied-party screening	Export officer \| Run OFAC/BIS checks
License request	Export officer \| Initiate license application
Final certification	Authorized signatory \| Sign and date clause