Common use of Export Compliance and Security Classifications Clause in Contracts

Export Compliance and Security Classifications. (a) Provider understands that certain Recipient Data may be subject to: (i) U.S. and other export control laws and regulations, or (ii) U.S. Defense Department (“DoD”) procedures such as those governing release of “Controlled” or “Uncontrolled Technical Data,” Classified or Controlled Unclassified Information or Technology, and non-Controlled Government Contract-related Information, or (as defined in any applicable regulation) to certain foreign nationals. The Parties agree not to transfer or otherwise export or re-export (and to cooperate to prevent such transfers of) any such Recipient Data except in compliance with the applicable laws and use restrictions. For Recipient Data, regulated transfers may include those made to foreign nationals in the United States or another country. The Parties will work together to create policies and procedures, regarding the access to and transferring of such materials. Provider agrees not to allow any access to any such identified Recipient Data by any personnel that Provider employs who are on the U.S. Treasury Department’s list of Specially Designated Nationals, on the U.S. Commerce Department’s Denied Persons List, Entity List or Unverified List, or who are nationals of Cuba, Iran, Sudan, or Syria, or any other countries that may be added to the list of U.S. embargoed countries from time to time. Provider agrees not to allow access by any personnel that Provider employs that are not U.S. nationals to Recipient Data identified in advance subject to DoD restrictions, ITAR, (Title 22 of the U.S. Code of Federal Regulations, Parts 120– 130, as amended,) and the EAR (Title 15 of the U.S. Code of Federal Regulations, Subtitle B, Parts 730 – 774, as amended), or similar restrictions. The Parties acknowledge that Provider is not registered as an Arms Manufacturer with the Directorate of Defense Trade Controls. Recipient agrees not to engage Provider in any activity that would require registration under ITAR regulations. Provider and Recipient shall cooperate to restrict access to any other Recipient Data to such nationals and personnel as may lawfully receive it without an export license unless and until any and all required licenses are obtained. Provider agrees to abide by U.S. law, rules and/or regulations in the performance of the Services under this Agreement or any SOW, including but not limited to, those related to exports as defined in both the ITAR and EAR.

Export Compliance and Security Classifications. (a) Provider Xxxxx.xxx understands that certain Recipient ADT Data may be subject to: (i) U.S. and other export control laws and regulations, or (ii) U.S. Defense Department (“DoD”) procedures such as those governing release of “Controlled” Controlled or “Sensitive but Uncontrolled Technical Data,” Classified or Controlled Unclassified Information or Technology, and non-Controlled Government Contract-related Information, or Data (as defined in any applicable regulation) to certain foreign nationals. The Parties agree Each party will comply with applicable export and import laws and regulations. Without limiting the generality of the foregoing, Xxxxx.xxx agrees not to transfer or otherwise export or re-export (and to cooperate to prevent such transfers of) any such Recipient ADT Data except in compliance with the applicable laws Applicable Laws and use restrictions. For Recipient ADT Data, regulated transfers may include those made to foreign nationals in the United States or another country. The Parties parties will work together to create policies and procedures, procedures regarding the access to and transferring of such materials. Provider Xxxxx.xxx agrees not to allow any access to any such identified Recipient ADT Data by any personnel that Provider employs Xxxxx.xxx Personnel who are on the U.S. Treasury Department’s list of Specially Designated Nationals, on the U.S. Commerce Department’s Denied Persons List, Entity List or Unverified List, or who are nationals of Cuba, Iran, Sudan, or Syria, or any other countries that may be added to the list of U.S. embargoed countries from time to time. Provider Xxxxx.xxx agrees not to allow access by any personnel that Provider employs that Xxxxx.xxx Personnel who are not U.S. nationals to Recipient ADT Data identified in advance from time to time by ADT as subject to DoD restrictions, ITAR, (Title 22 of the U.S. Code of Federal International Traffic in Arms Regulations, Parts 120– 130, as amended,) and the EAR (Title 15 of the U.S. Code of Federal Regulations, Subtitle B, Parts 730 – 774, as amended), or similar restrictions. The Parties acknowledge that Provider is not registered as an Arms Manufacturer with the Directorate of Defense Trade Controls. Recipient agrees not to engage Provider in any activity that would require registration under ITAR regulations. Provider Xxxxx.xxx and Recipient ADT shall cooperate use commercially reasonable efforts to restrict access to any other Recipient ADT Data to such nationals and personnel Xxxxx.xxx Personnel as may lawfully receive it without an export license unless and until any and all required licenses are obtained. Provider agrees to abide by U.S. law, rules and/or regulations in the performance of the Services under this Agreement or any SOW, including but not limited to, those related to exports as defined in both the ITAR and EAR.

Export Compliance and Security Classifications. (a) Provider ‌ Supplier understands that certain Recipient Company Data may be subject to: (i) U.S. and other export control laws and regulations, ; or (ii) U.S. Defense Department (“DoD”) procedures such as those governing release of “Controlled” or “Uncontrolled Technical Data,”, “Sensitive” Classified or Controlled Unclassified Information or Technology, and non-Controlled Government Contract-related Informationbut unclassified data, or U.S. Government classified data (as defined in any applicable regulation) to certain foreign nationals. The Parties agree not to transfer or otherwise export or re-export (and to cooperate to prevent such transfers of) any such Recipient Company Data except in compliance with the applicable laws and use restrictionsLaws. For Recipient Company Data, regulated transfers may include those made to foreign nationals in the United States or another country. The Parties will work together as needed to create policies and procedures, regarding the access to and transferring transfer of such materials. Provider Supplier agrees not to allow any access to any such identified Recipient Company Data by any personnel that Provider Supplier employs who are on the U.S. Treasury Department’s list of Specially Designated Nationals, on the U.S. Commerce Department’s Denied Persons List, Entity List or Unverified List, or who are nationals of Cuba, Iran, Sudan, or Syria, or any other countries that may be added to the list of U.S. embargoed countries from time to time. Provider Supplier agrees not to allow access by any personnel that Provider Supplier employs that are not U.S. nationals Resources to Recipient Company Data identified in advance by Company as subject to DoD restrictions, ITAR, ITAR (Title 22 of the U.S. Code of Federal Regulations, Parts 120– 130, as amended,) ), and the EAR (Title 15 of the U.S. Code of Federal Regulations, Subtitle B, Parts 730 – 774730–774, as amended), or similar restrictions. The Parties acknowledge that Provider Supplier is not registered as an Arms Manufacturer with the Directorate of Defense Trade Controls. Recipient agrees not to engage Provider in any activity that would require registration under ITAR regulations. Provider Supplier and Recipient shall Company will cooperate to restrict access to any other Recipient Company Data to such nationals U.S. Resources and personnel as may lawfully receive it without an export license unless and until any and all required licenses are obtained. Provider Supplier agrees to abide by U.S. law, rules and/or regulations all applicable Laws in the performance of the Services under this Agreement or any SOWServices, including but not limited to, those related to exports as defined in both the ITAR and EAR.. Company represents that software provided by Company and used as part of the Services contains no encryption or, to the extent that it contains encryption, the software is approved for export without a license. Supplier’s acceptance of any order for Services for such software is contingent upon the issuance of any applicable export license required by the United States Government. Supplier is not liable for delays or failure to deliver a Service resulting from Company’s failure to obtain such license. Company will be liable for any breaches of this paragraph by Company.‌

Export Compliance and Security Classifications. (a) Provider Supplier understands that certain Recipient Company Data may be subject to: (i) U.S. and other export control laws and regulations, ; or (ii) U.S. Defense Department (“DoD”) procedures such as those governing release of “Controlled” or “Uncontrolled Technical Data,”, “Sensitive” Classified or Controlled Unclassified Information or Technology, and non-Controlled Government Contract-related Informationbut unclassified data, or U.S. Government classified data (as defined in any applicable regulation) to certain foreign nationals. The Parties agree not to transfer or otherwise export or re-export (and to cooperate to prevent such transfers of) any such Recipient Company Data except in compliance with the applicable laws and use restrictionsLaws. For Recipient Company Data, regulated transfers may include those made to foreign nationals in the United States or another country. The Parties will work together as needed to create policies and procedures, regarding the access to and transferring transfer of such materials. Provider Supplier agrees not to allow any access to any such identified Recipient Company Data by any personnel that Provider Supplier employs who are on the U.S. Treasury Department’s list of Specially Designated Nationals, on the U.S. Commerce Department’s Denied Persons List, Entity List or Unverified List, or who are nationals of Cuba, Iran, Sudan, or Syria, or any other countries that may be added to the list of U.S. embargoed countries from time to time. Provider Supplier agrees not to allow access by any personnel that Provider Supplier employs that are not U.S. nationals Resources to Recipient Company Data identified in advance by Company as subject to DoD restrictions, ITAR, ITAR (Title 22 of the U.S. Code of Federal Regulations, Parts 120– 130, as amended,) ), and the EAR (Title 15 of the U.S. Code of Federal Regulations, Subtitle B, Parts 730 – 774730–774, as amended), or similar restrictions. The Parties acknowledge that Provider Supplier is not registered as an Arms Manufacturer with the Directorate of Defense Trade Controls. Recipient agrees not to engage Provider in any activity that would require registration under ITAR regulations. Provider Supplier and Recipient shall Company will cooperate to restrict access to any other Recipient Company Data to such nationals U.S. Resources and personnel as may lawfully receive it without an export license unless and until any and all required licenses are obtained. Provider Supplier agrees to abide by U.S. law, rules and/or regulations all applicable Laws in the performance of the Services under this Agreement or any SOWServices, including but not limited to, those related to exports as defined in both the ITAR and EAR. Company represents that software provided by Company and used as part of the Services contains no encryption or, to the extent that it contains encryption, the software is approved for export without a license. Supplier’s acceptance of any order for Services for such software is contingent upon the issuance of any applicable export license required by the United States Government. Supplier is not liable for delays or failure to deliver a Service resulting from Company’s failure to obtain such license. Company will be liable for any breaches of this paragraph by Company.