Common use of Export Control Clause in Contracts

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, with all applicable U.S. and non-U.S. export control and economic sanctions laws, rules and regulations, specifically including, but not limited to, the International Traffic in Arms Regulations (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No 428/2009 (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and students, or others under contract to SELLER or SELLER's lower-tier suppliers, unless authorized in advance by an export license, (e.g., Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export Authorizations”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data or service. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, or any parent, subsidiary or affiliate of SELLER, or any sublicensee or sub-tier supplier of SELLER, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (e) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government restrictions, and the initiation or existence of a U.S. Government investigation, that could affect SELLER's performance under this Contract, or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract. (f) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that any lower tier subcontractor with which it engages has become listed on the Restricted Parties List.

Appears in 6 contracts

Sources: General Provisions for Commercial Subcontracts/Purchase Orders, General Provisions for Subcontracts/Purchase Orders, General Provisions for Commercial Subcontracts/Purchase Orders

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable U.S. and non-U.S. export control laws and economic sanctions laws, rules laws and regulations, specifically including, including but not limited to, to the International Traffic in Arms Regulations (ITAR), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; the Export Administration Regulations (“EAR”)Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No 428/2009 598 (collectively, "Trade Control Laws"). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical data, technology technology, or services service, including transfers to foreign persons including its employees, faculty, graduate assistants, and studentsemployed by or associated with, or others under contract to SELLER or SELLER's lower-lower tier suppliers, unless authorized in advance by an export license, license (e.g., such as Technical Assistance Agreement (TAA) or Manufacturing Licensing License Agreement (MLA)), license exception or license exemption (exemption, collectively, "Export Authorizations”Authorization"), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of ▇ Procurement Representative if SELLER, or any parent, subsidiary or affiliate of SELLER, or any sublicensee or sub-tier supplier of SELLER, which SELLER becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, exporting manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (e) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government investigation, that could affect SELLER's performance under this Contract, or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization export license applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract. (f) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that any lower tier subcontractor with which it engages has become listed on the Restricted Parties List. (g) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorneys' fees, all expense of litigation and/or settlement, and court costs, arising from any act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this clause.

Appears in 6 contracts

Sources: General Provisions for Services, Time and Materials Subcontract, Subcontract/Purchase Order Agreement

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable U.S. and non-U.S. export control laws and economic sanctions laws, rules laws and regulations, specifically including, including but not limited to, to the International Traffic in Arms Regulations (ITAR), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; the Export Administration Regulations (“EAR”)Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No 428/2009 598 (collectively, "Trade Control Laws"). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and students, or others under contract to SELLER or SELLER's lower-tier suppliers, unless authorized in advance by an export license, (e.g., Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export Authorizations”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s 's List of Dual-Use Goods and Technologies or other applicable export control list) and will shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER shall not export, re-export, transfer, disclose or otherwise provide or make accessible LOCKHEED MARTIN’s technical data and/or hardware controlled by Trade Control Laws ("Export Controlled Information") to any persons, or entities not authorized to receive or have access to the data, services and/or hardware, including third country/dual national employees, lower-tier subcontractors and sub-licensees, or modify or divert such Export Controlled Information to any military application unless SELLER receives advance, written authorization from LOCKHEED ▇▇▇▇▇▇ and verification of any required export authorization is in place. SELLER shall not provide a defense service as defined by the Trade Control Laws using any or all of LOCKHEED MARTIN’s technical data and/or hardware. Upon LOCKHEED MARTIN’s request, SELLER shall demonstrate to LOCKHEED MARTIN's reasonable satisfaction, SELLER’s and SELLER’s lower-tier subcontractors’ compliance with this clause and all Trade Control Laws. To the extent SELLER’s Work provided under this Contract include packing, labeling, processing, and/or handling exports for LOCKHEED ▇▇▇▇▇▇, SELLER shall maintain an auditable process that assures accurate packing, labeling, processing, and handling of such exports. SELLER shall also promptly notify LOCKHEED ▇▇▇▇▇▇ if it becomes aware of any failure by SELLER or SELLER’s lower-tier subcontractors to comply with this clause and shall cooperate with LOCKHEED ▇▇▇▇▇▇ in any investigation of such failure to comply. (1) SELLER hereby represents that neither SELLER nor any parent, subsidiary, affiliate affiliate, employee, or sublicensee or sub-lower tier supplier of SELLER is (i) are located within an ITAR §126.1 listed country, nor (ii) are included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, Controls or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). . (2) SELLER will provide prompt notice to further represents that it shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence ▇ Procurement Representative if SELLER’s status changes with applicable laws, the confidentiality restriction respect to any of the foregoing. (e) In the event of an anticipated change of control agreement from the acquiring party of a change of in control of SELLER, or any parent, subsidiary or affiliate of SELLER, or any sublicensee or sub-tier supplier of SELLER, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to SELLER involving a non-U.S. person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of controlcontrol consistent with applicable law and confidentiality restrictions. (df) If SELLER is engaged in the business of exporting, exporting manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (eg) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Technical Assistance Agreement (TAA) or Manufacturing License Agreement (MLA), license exception or license exemption, collectively, "Export Authorization, ," SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government investigation, that could affect SELLER's performance under this Contract, or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization export license applications. Delays on SELLER's part to submit the relevant information for export licenses authorizations shall not constitute an excusable delay under this Contract. (fh) Upon completion of performance of this Contract, SELLER and its lower-tier subcontractors shall as directed by LOCKHEED ▇▇▇▇▇▇, return or destroy all export controlled technical data, technology, hardware or other items. SELLER shall provide a certificate of destruction for all destroyed items. (i) SELLER shall include paragraphs (a) through (dg) and this paragraph (fi) of this clause or equivalent provisions in lower lower- tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that any lower lower-tier subcontractor with which it engages has become listed on the Restricted Parties List. (j) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's fees, all expense of litigation and/or settlement, and court costs, arising from any act or omission of SELLER, its officers, directors, employees, consultants, agents, affiliates, successors, permitted assigns, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this clause.

Appears in 5 contracts

Sources: General Provisions for Subcontracts/Purchase Orders, General Provisions for Subcontracts/Purchase Orders, Time and Material and Labor Hour Subcontract

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, with all applicable U.S. and non-U.S. export control and economic sanctions laws, rules and regulations, specifically including, but not limited to, the International Traffic in Arms Regulations (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No 428/2009 (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and students, or others under contract to SELLER or SELLER's lower-tier suppliers, unless authorized in advance by an export license, (e.g., Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export Authorizations”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data or service. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, or any parent, subsidiary or affiliate of SELLER, or any sublicensee or sub-tier supplier of SELLER, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (e) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government restrictions, and the initiation or existence of a U.S. Government investigation, that could affect SELLER's performance under this Contract, or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract. (f) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that any lower tier subcontractor with which it engages has become listed on the Restricted Parties List.

Appears in 5 contracts

Sources: General Provisions for Subcontracts/Purchase Orders, General Provisions for Subcontracts/Purchase Orders, General Provisions for Commercial Subcontracts/Purchase Orders

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable U.S. and non-U.S. export control laws and economic sanctions laws, rules laws and regulations, specifically including, including but not limited to, to the International Traffic in Arms Regulations (ITAR), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; the Export Administration Regulations (“EAR”)Regulations, 15 C.F.R. 730-774730‐774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No 428/2009 500‐598 (collectively, "Trade Control Laws"). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical data, technology technology, or services service, including transfers to foreign persons including its employees, faculty, graduate assistants, and studentsemployed by or associated with, or others under contract to SELLER or SELLER's lower-lower tier suppliers, unless authorized in advance by an export license, license (e.g., such as Technical Assistance Agreement (TAA) or Manufacturing Licensing License Agreement (MLA)), license exception or license exemption (exemption, collectively, "Export Authorizations”Authorization"), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar ArrangementAgreement’s List of Dual-Use Dual‐Use Goods and Technologies or other applicable export control list) and will shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of ▇ Procurement Representative if SELLER, or any parent, subsidiary or affiliate of SELLER, or any sublicensee or sub-tier supplier of SELLER, which SELLER becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. non‐U.S. government entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, exporting manufacturing (whether exporting or not) or not)or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (e) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government investigation, that could affect SELLER's performance under this Contract, or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization export license applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract. (f) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that any lower tier subcontractor with which it engages has become listed on the Restricted Parties List. (g) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorneys' fees, all expense of litigation and/or settlement, and court costs, arising from any act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this clause.

Appears in 4 contracts

Sources: Time and Material and Labor Hour Subcontract, Time and Material and Labor Hour Subcontract, General Provisions for Subcontracts/Purchase Orders

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, with all applicable U.S. and non-U.S. export control and economic sanctions laws, rules and regulations, specifically including, but not limited to, the International Traffic in Arms Regulations (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; the Export Administration Regulations (“EAR”), 15 C.F.R. 730-730- 774; the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No 428/2009 (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and students, or others under contract to SELLER or SELLER's lower-tier suppliers, unless authorized in advance by an export license, (e.g., Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export Authorizations”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar ArrangementAgreement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data or service. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), ”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, ▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLER, or any sublicensee or sub-tier supplier of SELLER, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (e) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government restrictions, and the initiation or existence of a U.S. Government investigation, that could affect SELLER's performance under this Contract, or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract. (f) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that any lower tier subcontractor with which it engages has become listed on the Restricted Parties List.

Appears in 4 contracts

Sources: General Provisions for Commercial Subcontracts/Purchase Orders, Commercial Subcontract/Purchase Order, Commercial Subcontract/Purchase Order

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable U.S. and non-U.S. sanctions and export control and economic sanctions laws, rules and regulations, specifically including, including but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; 598 and EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No No. 428/2009 (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical item or data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and studentsdual/third country nationals employed by or associated with, or others under contract to SELLER or SELLER's lower-lower tier suppliers, unless authorized in advance by an export license, license agreement (e.g., e.g. Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export AuthorizationsAuthorization”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will ), and, shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), ”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, ▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLERSELLER is, or any sublicensee or sub-tier supplier of SELLERbecomes, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements , or by any entity or agency of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide SELLER's own country. (d) LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior ITAR Controlled Technical Data can be provided only to SELLER’s same country national employees. Third country national employees and/or dual country national employees of SELLER are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITARU.S. Government. (e) If ITAR Controlled technical data required to perform this Contract is exported pursuant to ITAR 124.13 to SELLER under a DSP-5, Offshore Procurement license, SELLER shall comply with the following: (1) ITAR Controlled technical data shall be used only to manufacture the Work required by this Contract; and (2) ITAR Controlled technical data shall not be disclosed to any other person except lower-tier subcontractors within the same country; and (3) Any rights in ITAR Controlled technical data may not be acquired by any foreign person; and (4) SELLER, including lower-tier subcontractors, shall return, or at LOCKHEED ▇▇▇▇▇▇'▇ direction, destroy all of the ITAR Controlled technical data exported to SELLER pursuant to this Contract upon fulfillment of its terms; and (5) Unless otherwise directed by LOCKHEED ▇▇▇▇▇▇, SELLER shall deliver the Work only to LOCKHEED ▇▇▇▇▇▇ in the United States or to an agency of the U.S. Government.; and (6) SELLER shall include the terms of this paragraph (e) in all lower-tier subcontracts issued when ITAR Controlled technical data is provided to the lower-tier subcontractor. (f) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government government investigation, that could affect SELLER's performance under this Contract, Contract or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract. (fg) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions If sublicensing is authorized in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify writing by LOCKHEED ▇▇▇▇▇▇ upon learning that and the U.S. Government under a current and applicable TAA (or other Export Authorization), SELLER shall comply with the following: (1) Obtain an ITAR Non-Disclosure Agreement (NDA) in the format approved by the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”) from each authorized lower-tier Supplier which SELLER will sublicense ITAR Controlled Technical Data to; and (2) Provide a copy of the fully executed ITAR NDA to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative; and (3) Upon completion of (1) and (2) above, Lockheed ▇▇▇▇▇▇ will acknowledge receipt of the NDA and provide authorization to SELLER to provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to its authorized lower-tier Suppliers; and (4) SELLER shall not provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to a lower-tier Supplier until after items (1) and (2) above have been completed; and (5) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided to SELLER's lower-tier Supplier's employees within the territory of the authorized country(ies) only; and (6) Third country and dual country national employees of SELLER's authorized lower-tier Suppliers are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the U.S. Government. (h) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's fees, all expense of litigation and/or settlement, and court costs, arising from any lower tier subcontractor with which it engages has become listed on act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the Restricted Parties Listperformance of any of its obligations under this clause.

Appears in 3 contracts

Sources: General Provisions for International Subcontracts/Purchase Orders, International Commercial Subcontract/Purchase Order, International Commercial Subcontract/Purchase Order

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable U.S. and non-U.S. sanctions and export control and economic sanctions laws, rules and regulations, specifically including, including but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; 598 and EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No 428/2009 No. 428/2009, in addition to New Zealand specific laws and regulations including but not limited to the Customs and Excise Act 1996, Custom and Excise Regulation 1996, Customs Export Prohibition Order 2014, “Export Control Act “ and other relevant laws and regulations (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical item or data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and studentsdual/third country nationals employed by or associated with, or others under contract to SELLER or SELLER's lower-lower tier suppliers, unless authorized in advance by an export license, (e.g., Technical Assistance Agreement (TAA) license or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export Authorizations”), other appropriate authority as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will ), and, shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), ”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, ▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLERSELLER is, or any sublicensee or sub-tier supplier of SELLERbecomes, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements , or by any entity or agency of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide SELLER's own country. (d) LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior ITAR Controlled Technical Data can be provided only to SELLER’s same country national employees. Third country national employees and/or dual country national employees of SELLER are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITARU.S. Government. (e) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government government investigation, that could affect SELLER's performance under this Contract, Contract or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract. (f) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions If sublicensing is authorized in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify writing by LOCKHEED ▇▇▇▇▇▇ upon learning that any and the U.S. Government under a current and applicable TAA (or other Export Authorization), SELLER shall comply with the following: (1) Obtain an ITAR Non-Disclosure Agreement (NDA) in the format approved by the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”) from each authorized lower-tier Supplier which SELLER will sublicense ITAR Controlled Technical Data to; and (2) Provide a copy of the fully executed ITAR NDA to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative; and (3) Upon completion of (1) and (2) above, Lockheed ▇▇▇▇▇▇ will acknowledge receipt of the NDA and provide authorization to SELLER to provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to its authorized lower-tier Suppliers; and (4) SELLER shall not provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to a lower-tier Supplier until after items (1) and (2) above have been completed; and (5) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided to SELLER's lower-tier Supplier's employees within the territory of the authorized country(ies) only; and (6) Third country and dual country national employees of SELLER's authorized lower tier subcontractor with which it engages has become listed on Suppliers are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the Restricted Parties ListU.S. Government. (g) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney’s fees, all expense of litigation and/or settlement, and court costs, arising from any act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this clause.

Appears in 3 contracts

Sources: Commercial Subcontract/Purchase Order, Commercial Subcontract/Purchase Order, Commercial Subcontract/Purchase Order

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable U.S. and non-U.S. export control laws and economic sanctions laws, rules laws and regulations, specifically including, including but not limited to, to the International Traffic in Arms Regulations (ITAR), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; the Export Administration Regulations (“EAR”)Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No 428/2009 598 (collectively, "Trade Control Laws"). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical data, technology technology, or services service, including transfers to foreign persons including its employees, faculty, graduate assistants, and studentsemployed by or associated with, or others under contract to SELLER or SELLER's lower-lower tier suppliers, unless authorized in advance by an export license, license (e.g., such as Technical Assistance Agreement (TAA) or Manufacturing Licensing License Agreement (MLA)), license exception or license exemption (exemption, collectively, "Export Authorizations”Authorization"), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar ArrangementAgreement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of ▇ Procurement Representative if SELLER, or any parent, subsidiary or affiliate of SELLER, or any sublicensee or sub-tier supplier of SELLER, which SELLER becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, exporting manufacturing (whether exporting or not) or not)or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (e) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government investigation, that could affect SELLER's performance under this Contract, or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization export license applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract. (f) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that any lower tier subcontractor with which it engages has become listed on the Restricted Parties List. (g) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's fees, all expense of litigation and/or settlement, and court costs, arising from any act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this clause.

Appears in 3 contracts

Sources: General Provisions for Subcontracts/Purchase Orders, Time and Material and Labor Hour Subcontract, General Provisions for Subcontracts/Purchase Orders

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, with all applicable U.S. and non-U.S. export control and economic sanctions laws, rules and regulations, specifically including, but not limited to, the International Traffic in Arms Regulations (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No 428/2009 (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and students, or others under contract to SELLER or SELLER's lower-tier suppliers, unless authorized in advance by an export license, (e.g., Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export Authorizations”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data or service. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), ”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, ▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLER, or any sublicensee or sub-tier supplier of SELLER, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (e) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government restrictions, and the initiation or existence of a U.S. Government investigation, that could affect SELLER's performance under this Contract, or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract. (f) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that any lower tier subcontractor with which it engages has become listed on the Restricted Parties List.

Appears in 2 contracts

Sources: General Provisions for Commercial Subcontracts/Purchase Orders, General Provisions for Commercial Subcontracts/Purchase Orders

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable United Kingdom, European Union (EU), U.S. and non-U.S. other sanctions and export control and economic sanctions laws, rules and regulations, specifically including, but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; , the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; Act, the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU , E.U. controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No No. 428/2009 and U.K. controls on exports of strategic items and technology implemented pursuant to the Export Control Act 2002 and the Export Control Order 2008 (SI 2008/3231) (collectively, “Trade Control Laws”)) and any re-enactment or modification thereof. Items, technical data and services controlled by Trade Control Laws are referred to in this clause respectively as “export controlled” items, technical data and services. Without limiting the foregoing, SELLER shall agrees that it will not transfer any export controlled item, item or technical data, technology or services provide any export controlled service, including transfers or provision of services to foreign persons including its employees, faculty, graduate assistants, and studentsany non-UK national employed by or associated with, or others under contract to SELLER or to any third party including SELLER's lower-lower tier supplierssubcontractors, unless authorized authorised in advance by an export licenseauthorization, (e.g.licence, Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license licence exception or license licence exemption (collectively, “Export AuthorizationsAuthorisation”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract including any service to be provided is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item export controlled item, technical data or data controlled under any of the Trade Control Laws, service SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item item, technical data or controlled data (i.e. the export classification service under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) Trade Control Laws and will notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of regarding the item, technical data or service. SELLER represents that an official authorized authorised to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work items or services has properly determined their export classification. (c) Where SELLER hereby is a signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorisation, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (i) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of export or other applicable governmental restrictions, and the initiation or existence of a government investigation, that could affect SELLER's performance under this Contract; or (ii) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorisation or request a new or replacement Export Authorisation. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorisation applications. Delays on SELLER's part to submit the relevant information for Export Authorisations shall not constitute an excusable delay under the Excusable Delay clause of this Contract. (d) SELLER represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), ”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, ▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLERSELLER is, or any sublicensee or sub-tier supplier of SELLERbecomes, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. United Kingdom, or non-U.S. government other relevant governmental entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, . (e) SELLER shall provide immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that any subcontractor or lower-tier supplier with notice at least 90 days prior to which it engages or the effectiveness of country in which it or such change of controlsubcontractor or supplier is based has become listed on the Restricted Party Lists. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (ef) Where SELLER is to use technical data controlled under applicable Trade Control Laws for the performance of the Work SELLER shall comply with the following: (1) The technical data shall be used only to perform the Work required by this Contract; and (2) The data shall not be disclosed to any person not authorized for receipt of the data under an applicable Export Authorization; and (3) Any rights in the data may not be acquired by any foreign person; and (4) SELLER, including lower tier subcontractors, shall return, or at LOCKHEED MARTIN’s direction, destroy, all of the technical data exported to SELLER pursuant to this Contract upon fulfilment of its terms; and (5) Unless otherwise directed by LOCKHEED ▇▇▇▇▇▇, SELLER shall deliver the Work only to LOCKHEED ▇▇▇▇▇▇; and (6) SELLER shall include the terms of this paragraph (e) in all lower tier subcontracts issued under which technical data is provided to a party to or signatory under a lower tier subcontractor. (7) LOCKHEED ▇▇▇▇▇▇ Export Authorization, ITAR Controlled Technical Data can be provided only to nationals of the same country in which SELLER is located. SELLER shall provide prompt notification not permit third country national employees and/or employees with dual country nationality to the access LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government restrictions, Controlled Technical Data without separate authorisation and the initiation or existence of a U.S. Government investigation, that could affect SELLER's performance under this Contract, or (2) any change approval by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this ContractU.S. Government. (fg) SELLER shall include paragraphs (a) through to (b) inclusive and (d) and to this paragraph (fg) inclusive of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered furnished as Work to LOCKHEED ▇▇▇▇▇▇. . (h) SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's fees, all expense of litigation and/or settlement, and court costs, arising from any lower tier subcontractor with which it engages has become listed on act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the Restricted Parties Listperformance of any of its obligations under this clause.

Appears in 2 contracts

Sources: Subcontract/Purchase Order Agreement, Commercial Subcontract/Purchase Order

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable United Kingdom, European Union (EU), U.S. and non-U.S. other sanctions and export control and economic sanctions laws, rules and regulations, specifically including, but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU , where applicable, E.U. controls on exports of dual-use items and technology implemented pursuant to Council Regulation (ECEU) No 428/2009 2021/821 (as amended), and the U.K. controls on exports in the Export Control Act 2002, Export Control Order 2008 (as amended) and the Retained Dual-Use Regulation (collectively, “Trade Control Laws”)) and any re-enactment or modification thereof. Items, technical data and services controlled by Trade Control Laws are referred to in this clause respectively as “export controlled” items, technical data and services. Without limiting the foregoing, SELLER shall agrees that it will not transfer any export controlled item, item or technical data, technology or services provide any export controlled service, including transfers or provision of services to foreign persons including its employees, faculty, graduate assistants, and studentsany non-UK national employed by or associated with, or others under contract to SELLER or to any third party including SELLER's lower-lower tier supplierssubcontractors, unless authorized authorised in advance by an export licenseauthorization, (e.g.licence, Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license licence exception or license licence exemption (collectively, “Export AuthorizationsAuthorisation”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract including any service to be provided is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item export controlled item, technical data or data controlled under any of the Trade Control Laws, service SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item item, technical data or controlled data (i.e. the export classification service under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) Trade Control Laws and will notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of regarding the item, technical data or service. SELLER represents that an official authorized authorised to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work items or services has properly determined their export classification. (c) Where SELLER hereby is a signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorisation, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (i) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of export or other applicable governmental restrictions, and the initiation or existence of a government investigation, that could affect SELLER's performance under this Contract; or (ii) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorisation or request a new or replacement Export Authorisation. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorisation applications. Delays on SELLER's part to submit the relevant information for Export Authorisations shall not constitute an excusable delay under the Excusable Delay clause of this Contract. (d) SELLER represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), ”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, ▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLERSELLER is, or any sublicensee or sub-tier supplier of SELLERbecomes, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. United Kingdom, or non-U.S. government other relevant governmental entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, . (e) SELLER shall provide immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that any subcontractor or lower-tier supplier with notice at least 90 days prior to which it engages or the effectiveness of country in which it or such change of controlsubcontractor or supplier is based has become listed on the Restricted Party Lists. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (ef) Where SELLER is to use technical data controlled under applicable Trade Control Laws for the performance of the Work SELLER shall comply with the following: (1) The technical data shall be used only to perform the Work required by this Contract; and (2) The data shall not be disclosed to any person not authorized for receipt of the data under an applicable Export Authorization; and (3) Any rights in the data may not be acquired by any foreign person; and (4) SELLER, including lower tier subcontractors, shall return, or at LOCKHEED ▇▇▇▇▇▇’▇ direction, destroy, all of the technical data exported to SELLER pursuant to this Contract upon fulfilment of its terms; and (5) Unless otherwise directed by LOCKHEED ▇▇▇▇▇▇, SELLER shall deliver the Work only to LOCKHEED ▇▇▇▇▇▇; and (6) SELLER shall include the terms of this paragraph (e) in all lower tier subcontracts issued under which technical data is provided to a party to or signatory under a lower tier subcontractor. (7) LOCKHEED ▇▇▇▇▇▇ Export Authorization, ITAR Controlled Technical Data can be provided only to nationals of the same country in which SELLER is located. SELLER shall provide prompt notification not permit third country national employees and/or employees with dual country nationality to the access LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government restrictions, Controlled Technical Data without separate authorisation and the initiation or existence of a U.S. Government investigation, that could affect SELLER's performance under this Contract, or (2) any change approval by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this ContractU.S. Government. (fg) SELLER shall include paragraphs (a) through to (b) inclusive and (d) and to this paragraph (fg) inclusive of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered furnished as Work to LOCKHEED ▇▇▇▇▇▇. . (h) SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's fees, all expense of litigation and/or settlement, and court costs, arising from any lower tier subcontractor with which it engages has become listed on act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the Restricted Parties Listperformance of any of its obligations under this clause.

Appears in 2 contracts

Sources: Commercial Subcontract/Purchase Order, Commercial Subcontract/Purchase Order

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable United Kingdom, European Union (EU), U.S. and non-U.S. other sanctions and export control and economic sanctions laws, rules and regulations, specifically including, but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; 730‐774, the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU 500‐598, E.U. controls on exports of dual-use dual‐use items and technology implemented pursuant to Council Regulation (EC) No No. 428/2009 and U.K. controls on exports of strategic items and technology implemented pursuant to Export Control Order 2008 (SI 2008/3231) (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall agrees that it will not transfer any export controlled item, technical data, technology or services service, including transfers to foreign persons including its employees, faculty, graduate assistants, and studentsemployed by or associated with, or others under contract to SELLER or SELLER's lower-lower tier supplierssubcontractors, unless authorized in advance by an export license, licence (e.g., e.g. Technical Assistance Agreement (TAA) ), or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export AuthorizationsAuthorization”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar ArrangementAgreement’s List of Dual-Use Dual‐Use Goods and Technologies or other applicable export control list) and will notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work items or services has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), ”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, ▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLERSELLER is, or any sublicensee or sub-tier supplier of SELLERbecomes, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. United Kingdom, or non-U.S. government other relevant governmental entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (e) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1i) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government government investigation, that could affect SELLER's performance under this Contract, ; or (2ii) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization export license applications. Delays on SELLER's part to submit the relevant information for export licenses licences shall not constitute an excusable delay under the Excusable Delay clause of this Contract. (e) If the technical data required to perform this Contract is controlled under applicable Trade Control Laws, SELLER shall comply with the following: (1) The technical data shall be used only to perform the Work required by this Contract; and (2) The data shall not be disclosed to any person not authorized for receipt of the data under an applicable Export Authorization; and (3) Any rights in the data may not be acquired by any foreign person; and (4) SELLER, including lower tier subcontractors, shall return, or at LOCKHEED ▇▇▇▇▇▇’▇ direction, destroy, all of the technical data exported to SELLER pursuant to this Contract upon fulfilment of its terms; and (5) Unless otherwise directed by LOCKHEED ▇▇▇▇▇▇, SELLER shall deliver the Work only to LOCKHEED ▇▇▇▇▇▇; and (6) SELLER shall include the terms of this paragraph (e) in all lower tier subcontracts issued under which technical data is provided to a lower tier subcontractor. (f) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided only to nationals of the same country in which SELLER is located. Third Country national employees and/or dual country national employees of SELLER are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the U.S. Government. (g) SELLER shall include paragraphs (a) through (dc) and (e) through this paragraph (fg) of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered furnished as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately will notify LOCKHEED ▇▇▇▇▇▇ upon learning that any lower tier subcontractor or lower‐tier supplier with which it engages has become listed on the Restricted Parties List. (h) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorneys' fees, all expense of litigation and/or settlement, and court costs, arising from any act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this clause.

Appears in 2 contracts

Sources: Subcontract/Purchase Order, Subcontract/Purchase Order Agreement

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, with all applicable U.S. and non-U.S. export control and economic sanctions laws, rules and regulations, specifically including, but not limited to, the International Traffic in Arms Regulations (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No 428/2009 (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and students, or others under contract to SELLER or SELLER's lower-tier suppliers, unless authorized in advance by an export license, (e.g., Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export Authorizations”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar ArrangementAgreement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data or service. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), ”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, ▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLER, or any sublicensee or sub-tier supplier of SELLER, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (e) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government restrictions, and the initiation or existence of a U.S. Government investigation, that could affect SELLER's performance under this Contract, or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract. (f) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that any lower tier subcontractor with which it engages has become listed on the Restricted Parties List.

Appears in 2 contracts

Sources: Commercial Subcontract/Purchase Order, Commercial Subcontract/Purchase Order

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable United Kingdom, European Union (EU), U.S. and non-U.S. other sanctions and export control and economic sanctions laws, rules and regulations, specifically including, but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; , the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; Act, the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU , E.U. controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No No. 428/2009 and U.K. controls on exports of strategic items and technology implemented pursuant to the Export Control Act 2002 and the Export Control Order 2008 (SI 2008/3231) (collectively, “Trade Control Laws”)) and any re-enactment or modification thereof. Items, technical data and services controlled by Trade Control Laws are referred to in this clause respectively as “export controlled” items, technical data and services. Without limiting the foregoing, SELLER shall agrees that it will not transfer any export controlled item, item or technical data, technology or services provide any export controlled service, including transfers or provision of services to foreign persons including its employees, faculty, graduate assistants, and studentsany non-UK national employed by or associated with, or others under contract to SELLER or to any third party including SELLER's lower-lower tier supplierssubcontractors, unless authorized authorised in advance by an export licenseauthorization, (e.g.licence, Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license licence exception or license licence exemption (collectively, “Export AuthorizationsAuthorisation”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract including any service to be provided is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item export controlled item, technical data or data controlled under any of the Trade Control Laws, service SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item item, technical data or controlled data (i.e. the export classification service under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) Trade Control Laws and will notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of regarding the item, technical data or service. SELLER represents that an official authorized authorised to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work items or services has properly determined their export classification. (c) Where SELLER hereby is a signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorisation, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (i) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of export or other applicable governmental restrictions, and the initiation or existence of a government investigation, that could affect SELLER's performance under this Contract; or (ii) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorisation or request a new or replacement Export Authorisation. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorisation applications. Delays on SELLER's part to submit the relevant information for Export Authorisations shall not constitute an excusable delay under the Excusable Delay clause of this Contract. (d) SELLER represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), ”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, ▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLERSELLER is, or any sublicensee or sub-tier supplier of SELLERbecomes, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. United Kingdom, or non-U.S. government other relevant governmental entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, . (e) SELLER shall provide immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that any subcontractor or lower-tier supplier with notice at least 90 days prior to which it engages or the effectiveness of country in which it or such change of controlsubcontractor or supplier is based has become listed on the Restricted Party Lists. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (ef) Where SELLER is to use technical data controlled under applicable Trade Control Laws for the performance of the Work SELLER shall comply with the following: (1) The technical data shall be used only to perform the Work required by this Contract; and (2) The data shall not be disclosed to any person not authorized for receipt of the data under an applicable Export Authorization; and (3) Any rights in the data may not be acquired by any foreign person; and (4) SELLER, including lower tier subcontractors, shall return, or at LOCKHEED ▇▇▇▇▇▇’▇ direction, destroy, all of the technical data exported to SELLER pursuant to this Contract upon fulfilment of its terms; and (5) Unless otherwise directed by LOCKHEED ▇▇▇▇▇▇, SELLER shall deliver the Work only to LOCKHEED ▇▇▇▇▇▇; and (6) SELLER shall include the terms of this paragraph (e) in all lower tier subcontracts issued under which technical data is provided to a party to or signatory under a lower tier subcontractor. (7) LOCKHEED ▇▇▇▇▇▇ Export Authorization, ITAR Controlled Technical Data can be provided only to nationals of the same country in which SELLER is located. SELLER shall provide prompt notification not permit third country national employees and/or employees with dual country nationality to the access LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government restrictions, Controlled Technical Data without separate authorisation and the initiation or existence of a U.S. Government investigation, that could affect SELLER's performance under this Contract, or (2) any change approval by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this ContractU.S. Government. (fg) SELLER shall include paragraphs (a) through to (b) inclusive and (d) and to this paragraph (fg) inclusive of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered furnished as Work to LOCKHEED ▇▇▇▇▇▇. . (h) SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's fees, all expense of litigation and/or settlement, and court costs, arising from any lower tier subcontractor with which it engages has become listed on act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the Restricted Parties Listperformance of any of its obligations under this clause.

Appears in 2 contracts

Sources: Commercial Subcontract/Purchase Order, Subcontract/Purchase Order Agreement

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable United Kingdom, European Union (EU), U.S. and non-U.S. other sanctions and export control and economic sanctions laws, rules and regulations, specifically including, but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU , where applicable E.U. controls on exports of dual-use items and technology implemented pursuant to Council Regulation (ECEU) No 428/2009 2021/821 (as amended), and the U.K. controls on exports in the Export Control Act 2002, Export Control Order 2008 (as amended) and the Retained Dual-Use Regulation (collectively, “Trade Control Laws”)) and any re-enactment or modification thereof. Items, technical data and services controlled by Trade Control Laws are referred to in this clause respectively as “export controlled” items, technical data and services. Without limiting the foregoing, SELLER shall agrees that it will not transfer any export controlled item, item or technical data, technology or services provide any export controlled service, including transfers or provision of services to foreign persons including its employees, faculty, graduate assistants, and studentsany non-UK national employed by or associated with, or others under contract to SELLER or to any third party including SELLER's lower-lower tier supplierssubcontractors, unless authorized authorised in advance by an export licenseauthorization, (e.g.licence, Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license licence exception or license licence exemption (collectively, “Export AuthorizationsAuthorisation”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract including any service to be provided is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item export controlled item, technical data or data controlled under any of the Trade Control Laws, service SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item item, technical data or controlled data (i.e. the export classification service under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) Trade Control Laws and will notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of regarding the item, technical data or service. SELLER represents that an official authorized authorised to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work items or services has properly determined their export classification. (c) Where SELLER hereby is a signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorisation, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (i) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of export or other applicable governmental restrictions, and the initiation or existence of a government investigation, that could affect SELLER's performance under this Contract; or (ii) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorisation or request a new or replacement Export Authorisation. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorisation applications. (d) SELLER represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), ”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, ▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLERSELLER is, or any sublicensee or sub-tier supplier of SELLERbecomes, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. United Kingdom, or non-U.S. government other relevant governmental entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, . (e) SELLER shall provide immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that any subcontractor or lower-tier supplier with notice at least 90 days prior to which it engages or the effectiveness of country in which it or such change of controlsubcontractor or supplier is based has become listed on the Restricted Party Lists. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (ef) Where SELLER is to use technical data controlled under applicable Trade Control Laws for the performance of the Work SELLER shall comply with the following: (1) The technical data shall be used only to perform the Work required by this Contract; and (2) The data shall not be disclosed to any person not authorized for receipt of the data under an applicable Export Authorization; and (3) Any rights in the data may not be acquired by any foreign person; and (4) SELLER, including lower tier subcontractors, shall return, or at LOCKHEED ▇▇▇▇▇▇’▇ direction, destroy, all of the technical data exported to SELLER pursuant to this Contract upon fulfilment of its terms; and (5) Unless otherwise directed by LOCKHEED ▇▇▇▇▇▇, SELLER shall deliver the Work only to LOCKHEED ▇▇▇▇▇▇; and (6) SELLER shall include the terms of this paragraph (f) in all lower tier subcontracts issued under which technical data is provided to a party to or signatory under a lower tier subcontractor. (7) LOCKHEED ▇▇▇▇▇▇ Export Authorization, ITAR Controlled Technical Data can be provided only to nationals of the same country in which SELLER is located. SELLER shall provide prompt notification not permit third country national employees and/or employees with dual country nationality to the access LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government restrictions, Controlled Technical Data without separate authorisation and the initiation or existence of a U.S. Government investigation, that could affect SELLER's performance under this Contract, or (2) any change approval by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this ContractU.S. Government. (fg) SELLER shall include paragraphs (a) through to (b) inclusive and (d) and to this paragraph (fg) inclusive of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered furnished as Work to LOCKHEED ▇▇▇▇▇▇. . (h) SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's fees, all expense of litigation and/or settlement, and court costs, arising from any lower tier subcontractor with which it engages has become listed on act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the Restricted Parties Listperformance of any of its obligations under this clause.

Appears in 2 contracts

Sources: Subcontract/Purchase Order Agreement, Subcontract/Purchase Order Agreement

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable U.S. and non-U.S. sanctions and export control and economic sanctions laws, rules and regulations, specifically including, including but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; 500- 598 and EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No No. 428/2009 (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical item or data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and studentsdual/third country nationals employed by or associated with, or others under contract to SELLER or SELLER's lower-lower tier suppliers, unless authorized in advance by an export license, license agreement (e.g., e.g. Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export AuthorizationsAuthorization”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar ArrangementAgreement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will ), and, shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), ”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, ▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLERSELLER is, or any sublicensee or sub-tier supplier of SELLERbecomes, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-non- U.S. government entity or agency. To ensure compliance with the requirements , or by any entity or agency of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide SELLER's own country. (d) LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior ITAR Controlled Technical Data can be provided only to SELLER’s same country national employees. Third country national employees and/or dual country national employees of SELLER are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITARU.S. Government. (e) If ITAR Controlled technical data required to perform this Contract is exported pursuant to ITAR 124.13 to SELLER under a DSP-5, Offshore Procurement license, SELLER shall comply with the following: (1) ITAR Controlled technical data shall be used only to manufacture the Work required by this Contract; and (2) ITAR Controlled technical data shall not be disclosed to any other person except lower-tier subcontractors within the same country; and (3) Any rights in ITAR Controlled technical data may not be acquired by any foreign person; and (4) SELLER, including lower-tier subcontractors, shall return, or at LOCKHEED ▇▇▇▇▇▇'▇ direction, destroy all of the ITAR Controlled technical data exported to SELLER pursuant to this Contract upon fulfillment of its terms; and (5) Unless otherwise directed by LOCKHEED ▇▇▇▇▇▇, SELLER shall deliver the Work only to LOCKHEED ▇▇▇▇▇▇ in the United States or to an agency of the U.S. Government.; and (6) SELLER shall include the terms of this paragraph (e) in all lower-tier subcontracts issued when ITAR Controlled technical data is provided to the lower-tier subcontractor. (f) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government government investigation, that could affect SELLER's performance under this Contract, Contract or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract. (fg) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions If sublicensing is authorized in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify writing by LOCKHEED ▇▇▇▇▇▇ upon learning that and the U.S. Government under a current and applicable TAA (or other Export Authorization), SELLER shall comply with the following: (1) Obtain an ITAR Non-Disclosure Agreement (NDA) in the format approved by the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”) from each authorized lower-tier Supplier which SELLER will sublicense ITAR Controlled Technical Data to; and (2) Provide a copy of the fully executed ITAR NDA to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative; and (3) Upon completion of (1) and (2) above, Lockheed ▇▇▇▇▇▇ will acknowledge receipt of the NDA and provide authorization to SELLER to provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to its authorized lower-tier Suppliers; and (4) SELLER shall not provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to a lower-tier Supplier until after items (1) and (2) above have been completed; and (5) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided to SELLER's lower-tier Supplier's employees within the territory of the authorized country(ies) only; and (6) Third country and dual country national employees of SELLER's authorized lower-tier Suppliers are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the U.S. Government. (h) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney’s fees, all expense of litigation and/or settlement, and court costs, arising from any lower tier subcontractor with which it engages has become listed on act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the Restricted Parties Listperformance of any of its obligations under this clause.

Appears in 2 contracts

Sources: International Commercial Subcontract/Purchase Order, International Commercial Subcontract/Purchase Order

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable U.S. and non-U.S. sanctions and export control and economic sanctions laws, rules and regulations, specifically including, including but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; , the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and , EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (ECEU) No 428/2009 2021/821 (as amended), and UK controls on exports in the Export Control Act 2002, Export Control Order 2008 (as amended) and the Retained Dual-Use Regulation (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall not transfer any LOCKHEED ▇▇▇▇▇▇ provided export controlled itemitem or data (or items and data developed from such items/data), technical data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and studentsdual/third country nationals employed by or associated with, or others under contract to SELLER or SELLER's lower-lower tier suppliers, unless authorized in advance by an export license, authorization (e.g., e.g. Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), export license, license exception exception, or license exemption (collectively, “Export AuthorizationsAuthorization”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will ), and, shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c1) SELLER hereby represents that neither SELLER nor any parent, subsidiary, affiliate affiliate, employee, or sublicensee or sub-lower tier supplier of SELLER is (i) are located within an ITAR §126.1 listed country, (ii) nor included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, Controls or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). . (2) SELLER will provide prompt notice to further represents that it shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence ▇ Procurement Representative if SELLER’s status changes with applicable laws, the confidentiality restriction respect to any of the foregoing (d) In the event of an anticipated change of control agreement from the acquiring party of a change of in control of SELLER, or any parent, subsidiary or affiliate of SELLER, or any sublicensee or sub-tier supplier of SELLER, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. SELLER involving another person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is control consistent with applicable law and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITARconfidentiality restrictions. (e) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided only to SELLER’s same country national employees. Third country national employees and/or dual country national employees of SELLER are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the U.S. Government. (f) If ITAR Controlled technical data required to perform this Contract is exported pursuant to ITAR 124.13 to SELLER under a DSP-5, Offshore Procurement license, SELLER shall comply with the following: (1) ITAR Controlled technical data shall be used only to manufacture the Work required by this Contract; and (2) ITAR Controlled technical data shall not be disclosed to any other person except lower-tier subcontractors within the same country; and (3) Any rights in ITAR Controlled technical data may not be acquired by any foreign person; and (4) SELLER, including lower-tier subcontractors, shall return, or at LOCKHEED ▇▇▇▇▇▇'▇ direction, destroy all of the ITAR Controlled technical data exported to SELLER pursuant to this Contract upon fulfillment of its terms; and (5) Unless otherwise directed by LOCKHEED ▇▇▇▇▇▇, SELLER shall deliver the Work only to LOCKHEED ▇▇▇▇▇▇ in the United States or to an agency of the U.S. Government.; and (6) SELLER shall include the terms of this paragraph (f) in all lower-tier subcontracts issued when ITAR Controlled technical data is provided to the lower-tier subcontractor. (g) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government government investigation, that could affect SELLER's performance under this Contract, Contract or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses authorizations shall not constitute an excusable delay under this Contract. (fh) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions If sublicensing is authorized in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify writing by LOCKHEED ▇▇▇▇▇▇ upon learning that and the U.S. Government under a current and applicable TAA (or other Export Authorization), SELLER shall comply with the following: (1) Obtain an ITAR Non-Disclosure Agreement (NDA) in the format approved by the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”) from each lower-tier Supplier subject to authorized in the applicable export authorization which SELLER will sublicense ITAR Controlled Technical Data to; and (2) Provide a copy of the fully executed ITAR NDA to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative; and (3) Upon completion of (1) and (2) above, Lockheed ▇▇▇▇▇▇ will acknowledge receipt of the NDA and provide authorization to SELLER to provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to its authorized lower-tier Suppliers; and (4) SELLER shall not provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to a lower-tier Supplier until after items (1) and (2) above have been completed; and (5) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided to SELLER's lower-tier Supplier's employees within the territory of the authorized country(ies) only; and (6) Third country and dual country national employees of SELLER's authorized lower-tier Suppliers are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the U.S. Government. (i) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's fees, all expense of litigation and/or settlement, and court costs, arising from any lower tier subcontractor with which it engages has become listed on act or omission of SELLER, its officers, directors, employees, consultants, agents, affiliates, successors permitted assigns, suppliers, or subcontractors at any tier, in the Restricted Parties Listperformance of any of its obligations under this clause.

Appears in 2 contracts

Sources: International Commercial Subcontract/Purchase Order, International Commercial Subcontract/Purchase Order

Export Control. (a) SELLER a. Seller shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable U.S. and non-U.S. export control and economic sanctions laws, rules import controls laws and regulations, specifically including, including but not limited to, to (i) the International Traffic in Arms Regulations (“ITAR”), ) (22 C.F.R. CFR 120 et seq.); the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; (ii) the Export Administration Regulations (“EAR”), ) (15 C.F.R. CFR Part 730-774); (iii) the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No 428/2009 (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and students, or others under contract to SELLER or SELLER's lower-tier suppliers, unless authorized in advance by an export license, (e.g., Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export Authorizations”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data or service. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"”) (31 CFR Part 500-598), Denied Parties List, Unverified List or Entity List maintained ; (iv) the regulations administered by the U.S. Commerce Department’s Department of Justice, Bureau of Industry Alcohol, Tobacco, Firearms, and Security Explosives ("BIS"“ATF”) found in 27 CFR Chapter II; (v) all other applicable b. Seller shall control the disclosure, export, re-export, transfer and retransfer of, and access to, any hardware, software, controlled technical data, technology, and/or services (collectively referred to as “items”) received under this Purchase Order to ensure that any such disclosure, export, re- export, transfer or retransfer is undertaken in accordance with U.S. export control laws and regulations. Seller agrees that no controlled items provided by Buyer in connection with this Purchase Order shall be provided to any person or entity unless the transfer is expressly permitted by a c. Seller shall notify Buyer if any deliverable under this Purchase Order, for which the Seller is the design authority, is subject to U.S. export and import controls laws and regulations described in Paragraph 23(a), . Before providing Buyer any deliverable subject to the EAR or the ITAR, Seller shall provide in writing to the Buyer’s Procurement Representative the export classification of any such item or controlled data, including the export classification of any: (i) dual use goods and technology subject to the EAR, including any embedded ITAR-controlled or EAR 500 or 600 series’ item or technology; (ii) defense article, including any technical data, controlled by the ITAR; and (iii) item or technology controlled by the EU List of Statutorily Debarred Parties maintained Dual Use Items or by other applicable national export control lists. d. If Seller is or has been engaged in the U.S. State Department’s in the business of either exporting, manufacturing or brokering ITAR Items, Seller represents that it is registered and maintains its registration with the Directorate of Defense Trade ControlsControls (“DDTC”), listed, as may be required by 22 C.F.R. 122.1 of the ITAR §126.1 Restricted Parties Listand that it maintains an effective export/import compliance program in accordance with DDTC guidelines. e. Seller shall immediately notify the Buyer if Seller is, or becomes, listed in the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, or any parent, subsidiary or affiliate of SELLER, or any sublicensee or sub-tier supplier of SELLER, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, Denied Parties List or if SELLER's Seller’s export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government Government entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (e) Where SELLER Seller is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export AuthorizationCompany export license or export agreement (e.g., SELLER Technical Assistance Agreement, Manufacturing License Agreement), Seller shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative Buyer in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR any U.S. Export Control Law, or other applicable government restrictions, and the initiation or existence of a U.S. Government investigation, investigation that could affect SELLER's the Seller’s performance under this Contract, or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract. (f) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that any lower tier subcontractor with which it engages has become listed on the Restricted Parties List.

Appears in 2 contracts

Sources: Purchase Agreement, Purchase Agreement

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable United Kingdom, European Union (EU), U.S. and non-U.S. other sanctions and export control and economic sanctions laws, rules and regulations, specifically including, but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU , E.U. controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No No. 428/2009 and U.K. controls on exports of strategic items and technology implemented pursuant to the Export Control Act 2002 and the Export Control Order 2008 (SI 2008/3231) (collectively, “Trade Control Laws”)) and any re-enactment or modification thereof. Items, technical data and services controlled by Trade Control Laws are referred to in this clause respectively as “export controlled” items, technical data and services. Without limiting the foregoing, SELLER shall agrees that it will not transfer any export controlled item, item or technical data, technology or services provide any export controlled service, including transfers or provision of services to foreign persons including its employees, faculty, graduate assistants, and studentsany non-UK national employed by or associated with, or others under contract to SELLER or to any third party including SELLER's lower-lower tier supplierssubcontractors, unless authorized authorised in advance by an export licenseauthorization, (e.g.licence, Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license licence exception or license licence exemption (collectively, “Export AuthorizationsAuthorisation”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract including any service to be provided is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item export controlled item, technical data or data controlled under any of the Trade Control Laws, service SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item item, technical data or controlled data (i.e. the export classification service under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) Trade Control Laws and will notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of regarding the item, technical data or service. SELLER represents that an official authorized authorised to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work items or services has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, or any parent, subsidiary or affiliate of SELLER, or any sublicensee or sub-tier supplier of SELLER, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (e) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export AuthorizationAuthorisation, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1i) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR export or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government government investigation, that could affect SELLER's performance under this Contract, or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract. (f) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that any lower tier subcontractor with which it engages has become listed on the Restricted Parties List.; or

Appears in 2 contracts

Sources: Commercial Subcontract/Purchase Order, Subcontract/Purchase Order Agreement

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable United Kingdom, European Union (EU), U.S. and non-U.S. other sanctions and export control and economic sanctions laws, rules and regulations, specifically including, but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; 730‐774, the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU 500‐598, E.U. controls on exports of dual-use dual‐use items and technology implemented pursuant to Council Regulation (EC) No No. 428/2009 and U.K. controls on exports of strategic items and technology implemented pursuant to Export Control Order 2008 (SI 2008/3231) (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall agrees that it will not transfer any export controlled item, technical data, technology or services service, including transfers to foreign persons including its employees, faculty, graduate assistants, and studentsemployed by or associated with, or others under contract to SELLER or SELLER's lower-lower tier supplierssubcontractors, unless authorized in advance by an export license, license (e.g., e.g. Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export AuthorizationsAuthorization”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar ArrangementAgreement’s List of Dual-Use Dual‐Use Goods and Technologies or other applicable export control list) and will notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work items or services has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), ”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, ▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLERSELLER is, or any sublicensee or sub-tier supplier of SELLERbecomes, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. United Kingdom, or non-U.S. government other relevant governmental entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (e) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1i) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government government investigation, that could affect SELLER's performance under this Contract, ; or (2ii) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization export license applications. Delays on SELLER's part to submit the relevant information for export licenses Export Licenses shall not constitute an excusable delay under the Excusable Delay clause of this Contract. (e) If the technical data required to perform this Contract is controlled under applicable Trade Control Laws, SELLER shall comply with the following: (1) The technical data shall be used only to perform the Work required by this Contract; and (2) The data shall not be disclosed to any person not authorized for receipt of the data under an applicable Export Authorization; and (3) Any rights in the data may not be acquired by any foreign person; and (4) SELLER, including lower tier subcontractors, shall return, or at LOCKHEED ▇▇▇▇▇▇’▇ direction, destroy, all of the technical data exported to SELLER pursuant to this Contract upon fulfilment of its terms; and (5) Unless otherwise directed by LOCKHEED ▇▇▇▇▇▇, SELLER shall deliver the Work only to LOCKHEED ▇▇▇▇▇▇; and (6) SELLER shall include the terms of this paragraph (e) in all lower tier subcontracts issued under which technical data is provided to a lower tier subcontractor. (f) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided only to nationals of the same country in which SELLER is located. Third Country national employees and/or dual country national employees of SELLER are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the U.S. Government. (g) SELLER shall include paragraphs (a) through (dc) and (e) through this paragraph (fg) of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered furnished as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately will notify LOCKHEED ▇▇▇▇▇▇ upon learning that any lower tier subcontractor or lower‐tier supplier with which it engages has become listed on the Restricted Parties List. (h) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorneys' fees, all expense of litigation and/or settlement, and court costs, arising from any act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this clause.

Appears in 2 contracts

Sources: Commercial Subcontract/Purchase Order, Commercial Subcontract/Purchase Order

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable U.S. and non-U.S. sanctions and export control and economic sanctions laws, rules and regulations, specifically including, including but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU , where applicable, E.U. controls on exports of dual-use items and technology implemented pursuant to Council Regulation (ECEU) No 428/2009 2021/821 (as amended), and the U.K. controls on exports in the Export Control Act 2002, Export Control Order 2008 (as amended) and the Retained Dual-Use Regulation, in addition to New Zealand specific laws and regulations including but not limited to the Customs and Excise Act 1996, Custom and Excise Regulation 1996, Customs Export Prohibition Order 2014, “Export Control Act “ and other relevant laws and regulations (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical item or data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and studentsdual/third country nationals employed by or associated with, or others under contract to SELLER or SELLER's lower-lower tier suppliers, unless authorized in advance by an export license, (e.g., Technical Assistance Agreement (TAA) license or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export Authorizations”), other appropriate authority as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will ), and, shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), ”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, ▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLERSELLER is, or any sublicensee or sub-tier supplier of SELLERbecomes, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements , or by any entity or agency of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide SELLER's own country. (d) LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior ITAR Controlled Technical Data can be provided only to SELLER’s same country national employees. Third country national employees and/or dual country national employees of SELLER are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITARU.S. Government. (e) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government government investigation, that could affect SELLER's performance under this Contract, Contract or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract. (f) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions If sublicensing is authorized in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify writing by LOCKHEED ▇▇▇▇▇▇ upon learning that any and the U.S. Government under a current and applicable TAA (or other Export Authorization), SELLER shall comply with the following: (1) Obtain an ITAR Non-Disclosure Agreement (NDA) in the format approved by the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”) from each authorized lower-tier Supplier which SELLER will sublicense ITAR Controlled Technical Data to; and (2) Provide a copy of the fully executed ITAR NDA to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative; and (3) Upon completion of (1) and (2) above, Lockheed ▇▇▇▇▇▇ will acknowledge receipt of the NDA and provide authorization to SELLER to provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to its authorized lower-tier Suppliers; and (4) SELLER shall not provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to a lower-tier Supplier until after items (1) and (2) above have been completed; and (5) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided to SELLER's lower-tier Supplier's employees within the territory of the authorized country(ies) only; and (6) Third country and dual country national employees of SELLER's authorized lower tier subcontractor with which it engages has become listed on Suppliers are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the Restricted Parties ListU.S. Government. (g) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney’s fees, all expense of litigation and/or settlement, and court costs, arising from any act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this clause.

Appears in 2 contracts

Sources: Commercial Subcontract/Purchase Order, Commercial Subcontract/Purchase Order

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable United Kingdom, European Union (EU), U.S. and non-U.S. other sanctions and export control and economic sanctions laws, rules and regulations, specifically including, but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU , E.U. controls on exports of dual-use items and technology implemented pursuant to Council Regulation (ECEU) No 428/2009 2021/821 (as amended), and the U.K. controls on exports in the Export Control Act 2002, Export Control Order 2008 (as amended) and the Retained Dual-Use Regulation (collectively, “Trade Control Laws”)) and any re-enactment or modification thereof. Items, technical data and services controlled by Trade Control Laws are referred to in this clause respectively as “export controlled” items, technical data and services. Without limiting the foregoing, SELLER shall agrees that it will not transfer any export controlled item, item or technical data, technology or services provide any export controlled service, including transfers or provision of services to foreign persons including its employees, faculty, graduate assistants, and studentsany non-UK national employed by or associated with, or others under contract to SELLER or to any third party including SELLER's lower-lower tier supplierssubcontractors, unless authorized authorised in advance by an export licenseauthorization, (e.g.licence, Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license licence exception or license licence exemption (collectively, “Export AuthorizationsAuthorisation”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract including any service to be provided is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item export controlled item, technical data or data controlled under any of the Trade Control Laws, service SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item item, technical data or controlled data (i.e. the export classification service under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) Trade Control Laws and will notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of regarding the item, technical data or service. SELLER represents that an official authorized authorised to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work items or services has properly determined their export classification. (c) Where SELLER hereby is a signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorisation, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (i) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of export or other applicable governmental restrictions, and the initiation or existence of a government investigation, that could affect SELLER's performance under this Contract; or (ii) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorisation or request a new or replacement Export Authorisation. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorisation applications. Delays on SELLER's part to submit the relevant information for Export Authorisations shall not constitute an excusable delay under the Excusable Delay clause of this Contract. (d) SELLER represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), ”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, ▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLERSELLER is, or any sublicensee or sub-tier supplier of SELLERbecomes, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. United Kingdom, or non-U.S. government other relevant governmental entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, . (e) SELLER shall provide immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that any subcontractor or lower-tier supplier with notice at least 90 days prior to which it engages or the effectiveness of country in which it or such change of controlsubcontractor or supplier is based has become listed on the Restricted Party Lists. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (ef) Where SELLER is to use technical data controlled under applicable Trade Control Laws for the performance of the Work SELLER shall comply with the following: (1) The technical data shall be used only to perform the Work required by this Contract; and (2) The data shall not be disclosed to any person not authorized for receipt of the data under an applicable Export Authorization; and (3) Any rights in the data may not be acquired by any foreign person; and (4) SELLER, including lower tier subcontractors, shall return, or at LOCKHEED ▇▇▇▇▇▇’▇ direction, destroy, all of the technical data exported to SELLER pursuant to this Contract upon fulfilment of its terms; and (5) Unless otherwise directed by LOCKHEED ▇▇▇▇▇▇, SELLER shall deliver the Work only to LOCKHEED ▇▇▇▇▇▇; and (6) SELLER shall include the terms of this paragraph (f) in all lower tier subcontracts issued under which technical data is provided to a party to or signatory under a lower tier subcontractor. (7) LOCKHEED ▇▇▇▇▇▇ Export Authorization, ITAR Controlled Technical Data can be provided only to nationals of the same country in which SELLER is located. SELLER shall provide prompt notification not permit third country national employees and/or employees with dual country nationality to the access LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government restrictions, Controlled Technical Data without separate authorisation and the initiation or existence of a U.S. Government investigation, that could affect SELLER's performance under this Contract, or (2) any change approval by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this ContractU.S. Government. (fg) SELLER shall include paragraphs (a) through to (b) inclusive and (d) and to this paragraph (fg) inclusive of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered furnished as Work to LOCKHEED ▇▇▇▇▇▇. . (h) SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's fees, all expense of litigation and/or settlement, and court costs, arising from any lower tier subcontractor with which it engages has become listed on act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the Restricted Parties Listperformance of any of its obligations under this clause.

Appears in 2 contracts

Sources: Subcontract/Purchase Order Agreement, Subcontract/Purchase Order Agreement

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable United Kingdom, European Union (EU), U.S. and non-U.S. other sanctions and export control and economic sanctions laws, rules and regulations, specifically including, but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU , E.U. controls on exports of dual-use items and technology implemented pursuant to Council Regulation (ECEU) No 428/2009 2021/821 (as amended), and the U.K. controls on exports in the Export Control Act 2002, Export Control Order 2008 (as amended) and the Retained Dual-Use Regulation (collectively, “Trade Control Laws”)) and any re-enactment or modification thereof. Items, technical data and services controlled by Trade Control Laws are referred to in this clause respectively as “export controlled” items, technical data and services. Without limiting the foregoing, SELLER shall agrees that it will not transfer any export controlled item, item or technical data, technology or services provide any export controlled service, including transfers or provision of services to foreign persons including its employees, faculty, graduate assistants, and studentsany non-UK national employed by or associated with, or others under contract to SELLER or to any third party including SELLER's lower-lower tier supplierssubcontractors, unless authorized authorised in advance by an export licenseauthorization, (e.g.licence, Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license licence exception or license licence exemption (collectively, “Export AuthorizationsAuthorisation”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract including any service to be provided is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item export controlled item, technical data or data controlled under any of the Trade Control Laws, service SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item item, technical data or controlled data (i.e. the export classification service under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) Trade Control Laws and will notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of regarding the item, technical data or service. SELLER represents that an official authorized authorised to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work items or services has properly determined their export classification. (c) Where SELLER hereby is a signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorisation, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (i) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of export or other applicable governmental restrictions, and the initiation or existence of a government investigation, that could affect SELLER's performance under this Contract; or (ii) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorisation or request a new or replacement Export Authorisation. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorisation applications. Delays on SELLER's part to submit the relevant information for Export Authorisations shall not constitute an excusable delay under the Excusable Delay clause of this Contract. (d) SELLER represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), ”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, ▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLERSELLER is, or any sublicensee or sub-tier supplier of SELLERbecomes, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. United Kingdom, or non-U.S. government other relevant governmental entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, . (e) SELLER shall provide immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that any subcontractor or lower-tier supplier with notice at least 90 days prior to which it engages or the effectiveness of country in which it or such change of controlsubcontractor or supplier is based has become listed on the Restricted Party Lists. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (ef) Where SELLER is to use technical data controlled under applicable Trade Control Laws for the performance of the Work SELLER shall comply with the following: (1) The technical data shall be used only to perform the Work required by this Contract; and (2) The data shall not be disclosed to any person not authorized for receipt of the data under an applicable Export Authorization; and (3) Any rights in the data may not be acquired by any foreign person; and (4) SELLER, including lower tier subcontractors, shall return, or at LOCKHEED ▇▇▇▇▇▇’▇ direction, destroy, all of the technical data exported to SELLER pursuant to this Contract upon fulfilment of its terms; and (5) Unless otherwise directed by LOCKHEED ▇▇▇▇▇▇, SELLER shall deliver the Work only to LOCKHEED ▇▇▇▇▇▇; and (6) SELLER shall include the terms of this paragraph (e) in all lower tier subcontracts issued under which technical data is provided to a party to or signatory under a lower tier subcontractor. (7) LOCKHEED ▇▇▇▇▇▇ Export Authorization, ITAR Controlled Technical Data can be provided only to nationals of the same country in which SELLER is located. SELLER shall provide prompt notification not permit third country national employees and/or employees with dual country nationality to the access LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government restrictions, Controlled Technical Data without separate authorisation and the initiation or existence of a U.S. Government investigation, that could affect SELLER's performance under this Contract, or (2) any change approval by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this ContractU.S. Government. (fg) SELLER shall include paragraphs (a) through to (b) inclusive and (d) and to this paragraph (fg) inclusive of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered furnished as Work to LOCKHEED ▇▇▇▇▇▇. . (h) SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's fees, all expense of litigation and/or settlement, and court costs, arising from any lower tier subcontractor with which it engages has become listed on act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the Restricted Parties Listperformance of any of its obligations under this clause.

Appears in 2 contracts

Sources: Commercial Subcontract/Purchase Order, Commercial Subcontract/Purchase Order

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable U.S. and non-U.S. sanctions and export control and economic sanctions laws, rules and regulations, specifically including, including but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; 598 and EU controls on exports of dual-dual- use items and technology implemented pursuant to Council Regulation (EC) No No. 428/2009 (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical item or data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and studentsdual/third country nationals employed by or associated with, or others under contract to SELLER or SELLER's lower-lower tier suppliers, unless authorized in advance by an export license, license agreement (e.g., e.g. Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export AuthorizationsAuthorization”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will ), and, shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), ”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, ▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLERSELLER is, or any sublicensee or sub-tier supplier of SELLERbecomes, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements , or by any entity or agency of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide SELLER's own country. (d) LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior ITAR Controlled Technical Data can be provided only to SELLER’s same country national employees. Third country national employees and/or dual country national employees of SELLER are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITARU.S. Government. (e) If ITAR Controlled technical data required to perform this Contract is exported pursuant to ITAR 124.13 to SELLER under a DSP-5, Offshore Procurement license, SELLER shall comply with the following: (1) ITAR Controlled technical data shall be used only to manufacture the Work required by this Contract; and (2) ITAR Controlled technical data shall not be disclosed to any other person except lower-tier subcontractors within the same country; and (3) Any rights in ITAR Controlled technical data may not be acquired by any foreign person; and (4) SELLER, including lower-tier subcontractors, shall return, or at LOCKHEED ▇▇▇▇▇▇'▇ direction, destroy all of the ITAR Controlled technical data exported to SELLER pursuant to this Contract upon fulfillment of its terms; and (5) Unless otherwise directed by LOCKHEED ▇▇▇▇▇▇, SELLER shall deliver the Work only to LOCKHEED ▇▇▇▇▇▇ in the United States or to an agency of the U.S. Government.; and (6) SELLER shall include the terms of this paragraph (e) in all lower-tier subcontracts issued when ITAR Controlled technical data is provided to the lower-tier subcontractor. (f) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government government investigation, that could affect SELLER's performance under this Contract, Contract or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract. (fg) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions If sublicensing is authorized in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify writing by LOCKHEED ▇▇▇▇▇▇ upon learning that and the U.S. Government under a current and applicable TAA (or other Export Authorization), SELLER shall comply with the following: (1) Obtain an ITAR Non-Disclosure Agreement (NDA) in the format approved by the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”) from each authorized lower-tier Supplier which SELLER will sublicense ITAR Controlled Technical Data to; and (2) Provide a copy of the fully executed ITAR NDA to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative; and (3) Upon completion of (1) and (2) above, Lockheed ▇▇▇▇▇▇ will acknowledge receipt of the NDA and provide authorization to SELLER to provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to its authorized lower-tier Suppliers; and (4) SELLER shall not provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to a lower-tier Supplier until after items (1) and (2) above have been completed; and (5) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided to SELLER's lower-tier Supplier's employees within the territory of the authorized country(ies) only; and (6) Third country and dual country national employees of SELLER's authorized lower-tier Suppliers are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the U.S. Government. (h) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's fees, all expense of litigation and/or settlement, and court costs, arising from any lower tier subcontractor with which it engages has become listed on act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the Restricted Parties Listperformance of any of its obligations under this clause.

Appears in 2 contracts

Sources: International Commercial Subcontract/Purchase Order, International Commercial Subcontract/Purchase Order

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable U.S. and non-U.S. sanctions and export control and economic sanctions laws, rules and regulations, specifically including, including but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; 598 and EU controls on exports of dual-dual- use items and technology implemented pursuant to Council Regulation (EC) No 428/2009 No. 428/2009, in addition to New Zealand specific laws and regulations including but not limited to the Customs and Excise Act 1996, Custom and Excise Regulation 1996, Customs Export Prohibition Order 2014, “Export Control Act “ and other relevant laws and regulations (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical item or data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and studentsdual/third country nationals employed by or associated with, or others under contract to SELLER or SELLER's lower-lower tier suppliers, unless authorized in advance by an export license, (e.g., Technical Assistance Agreement (TAA) license or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export Authorizations”), other appropriate authority as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will ), and, shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), ”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, ▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLERSELLER is, or any sublicensee or sub-tier supplier of SELLERbecomes, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements , or by any entity or agency of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide SELLER's own country. (d) LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior ITAR Controlled Technical Data can be provided only to SELLER’s same country national employees. Third country national employees and/or dual country national employees of SELLER are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITARU.S. Government. (e) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government government investigation, that could affect SELLER's performance under this Contract, Contract or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract. (f) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions If sublicensing is authorized in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify writing by LOCKHEED ▇▇▇▇▇▇ upon learning that any and the U.S. Government under a current and applicable TAA (or other Export Authorization), SELLER shall comply with the following: (1) Obtain an ITAR Non-Disclosure Agreement (NDA) in the format approved by the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”) from each authorized lower-tier Supplier which SELLER will sublicense ITAR Controlled Technical Data to; and (2) Provide a copy of the fully executed ITAR NDA to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative; and (3) Upon completion of (1) and (2) above, Lockheed ▇▇▇▇▇▇ will acknowledge receipt of the NDA and provide authorization to SELLER to provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to its authorized lower-tier Suppliers; and (4) SELLER shall not provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to a lower-tier Supplier until after items (1) and (2) above have been completed; and (5) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided to SELLER's lower-tier Supplier's employees within the territory of the authorized country(ies) only; and (6) Third country and dual country national employees of SELLER's authorized lower tier subcontractor with which it engages has become listed on Suppliers are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the Restricted Parties ListU.S. Government. (g) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney’s fees, all expense of litigation and/or settlement, and court costs, arising from any act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this clause.

Appears in 1 contract

Sources: Commercial Subcontract/Purchase Order

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable United Kingdom, European Union (EU), U.S. and non-U.S. other sanctions and export control and economic sanctions laws, rules and regulations, specifically including, but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU , E.U. controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No No. 428/2009 and U.K. controls on exports of strategic items and technology implemented pursuant to Export Control Order 2008 (SI 2008/3231) (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall agrees that it will not transfer any export controlled item, technical data, technology or services service, including transfers to foreign persons including its employees, faculty, graduate assistants, and studentsemployed by or associated with, or others under contract to SELLER or SELLER's lower-lower tier supplierssubcontractors, unless authorized in advance by an export license, license (e.g., e.g. Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export AuthorizationsAuthorization”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar ArrangementAgreement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work items or services has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), ”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, ▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLERSELLER is, or any sublicensee or sub-tier supplier of SELLERbecomes, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. United Kingdom, or non-U.S. government other relevant governmental entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (e) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1i) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government government investigation, that could affect SELLER's performance under this Contract, ; or (2ii) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization export license applications. Delays on SELLER's part to submit the relevant information for export licenses licence shall not constitute an excusable delay under the Excusable Delay clause of this Contract. (e) If the technical data required to perform this Contract is controlled under applicable Trade Control Laws, SELLER shall comply with the following: (1) The technical data shall be used only to perform the Work required by this Contract; and (2) The data shall not be disclosed to any person not authorized for receipt of the data under an applicable Export Authorization; and (3) Any rights in the data may not be acquired by any foreign person; and (4) SELLER, including lower tier subcontractors, shall return, or at LOCKHEED ▇▇▇▇▇▇’▇ direction, destroy, all of the technical data exported to SELLER pursuant to this Contract upon fulfilment of its terms; and (5) Unless otherwise directed by LOCKHEED ▇▇▇▇▇▇, SELLER shall deliver the Work only to LOCKHEED ▇▇▇▇▇▇; and (6) SELLER shall include the terms of this paragraph (e) in all lower tier subcontracts issued under which technical data is provided to a lower tier subcontractor. (f) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided only to nationals of the same country in which SELLER is located. Third Country national employees and/or dual country national employees of SELLER are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the U.S. Government. (g) SELLER shall include paragraphs (a) through (dc) and (e) through this paragraph (fg) of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered furnished as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately will notify LOCKHEED ▇▇▇▇▇▇ upon learning that any lower subcontractor or lower-tier subcontractor supplier with which it engages has become listed on the Restricted Parties List. (h) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's fees, all expense of litigation and/or settlement, and court costs, arising from any act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this clause.

Appears in 1 contract

Sources: Commercial Subcontract/Purchase Order

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable European Union (EU), U.S. and non-U.S. other sanctions and export control and economic sanctions laws, rules and regulations, specifically including, but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU , where applicable, E.U. controls on exports of dual-use items and technology implemented pursuant to Council Regulation (ECEU) No 428/2009 2021/821 (as amended), and the U.K. controls on exports in the Export Control Act 2002, Export Control Order 2008 (as amended) and the Retained Dual-Use Regulation (collectively, “Trade Control Laws”)) and any re- enactment or modification thereof. Items, technical data and services controlled by Trade Control Laws are referred to in this clause respectively as “export controlled” items, technical data and services. Without limiting the foregoing, SELLER shall agrees that it will not transfer any export controlled item, item or technical data, technology or services provide any export controlled service, including transfers or provision of services to foreign persons including its employees, faculty, graduate assistants, and studentsany non-UK national employed by or associated with, or others under contract to SELLER or to any third party including SELLER's lower-lower tier supplierssubcontractors, unless authorized in advance by an export authorization, license, (e.g., Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export AuthorizationsAuthorization”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract including any service to be provided is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item export controlled item, technical data or data controlled under any of the Trade Control Laws, service SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item item, technical data or controlled data (i.e. the export classification service under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) Trade Control Laws and will notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of regarding the item, technical data or service. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work items or services has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, or any parent, subsidiary or affiliate of SELLER, or any sublicensee or sub-tier supplier of SELLER, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (e) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1i) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR export or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government government investigation, that could affect SELLER's performance under this Contract, ; or (2ii) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses Export Authorizations shall not constitute an excusable delay under the Excusable Delay clause of this Contract. (d) SELLER represents that neither SELLER nor any parent, subsidiary or affiliate of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security (“BIS”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, “Restricted Party Lists”). SELLER shall immediately notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLER is, or becomes, listed on any Restricted Party List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any United Kingdom, or other relevant governmental entity or agency. (e) SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that any subcontractor or lower-tier supplier with which it engages or the country in which it or such subcontractor or supplier is based has become listed on the Restricted Party Lists. (f) Where SELLER is to use technical data controlled under applicable Trade Control Laws for the performance of the Work SELLER shall comply with the following: (1) The technical data shall be used only to perform the Work required by this Contract; and (2) The data shall not be disclosed to any person not authorized for receipt of the data under an applicable Export Authorization; and (3) Any rights in the data may not be acquired by any foreign person; and (4) SELLER, including lower tier subcontractors, shall return, or at LOCKHEED MARTIN’s direction, destroy, all of the technical data exported to SELLER pursuant to this Contract upon fulfilment of its terms; and (5) Unless otherwise directed by LOCKHEED ▇▇▇▇▇▇, SELLER shall deliver the Work only to LOCKHEED ▇▇▇▇▇▇; and (6) SELLER shall include the terms of this paragraph (e) in all lower tier subcontracts issued under which technical data is provided to a lower tier subcontractor. (7) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided only to nationals of the same country in which SELLER is located. SELLER shall not permit third country national employees and/or employees with dual country nationality to access LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorisation and approval by LOCKHEED ▇▇▇▇▇▇ and the U.S. Government. (g) SELLER shall include paragraphs (a) through to (b) inclusive and (d) and to this paragraph (fg) inclusive of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered furnished as Work to LOCKHEED ▇▇▇▇▇▇. . (h) SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's fees, all expense of litigation and/or settlement, and court costs, arising from any lower tier subcontractor with which it engages has become listed on act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the Restricted Parties Listperformance of any of its obligations under this clause.

Appears in 1 contract

Sources: General Provisions for European Union Commercial Subcontracts/Purchase Orders

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable U.S. and non-U.S. export control laws and economic sanctions laws, rules laws and regulations, specifically including, including but not limited to, to the International Traffic in Arms Regulations (ITAR), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; the Export Administration Regulations (“EAR”)Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No 428/2009 598 (collectively, "Trade Control Laws"). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and students, or others under contract to SELLER or SELLER's lower-tier suppliers, unless authorized in advance by an export license, (e.g., Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export Authorizations”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s 's List of Dual-Use Goods and Technologies or other applicable export control list) and will shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER shall not export, re-export, transfer, disclose or otherwise provide or make accessible LOCKHEED MARTIN’s technical data and/or hardware controlled by Trade Control Laws ("Export Controlled Information") to any persons, or entities not authorized to receive or have access to the data, services and/or hardware, including third country/dual national employees, lower-tier subcontractors and sub-licensees, or modify or divert such Export Controlled Information to any military application unless SELLER receives advance, written authorization from LOCKHEED ▇▇▇▇▇▇ and verification of any required export authorization is in place. SELLER shall not provide a defense service as defined by the Trade Control Laws using any or all of LOCKHEED MARTIN’s technical data and/or hardware. Upon LOCKHEED MARTIN’s request, SELLER shall demonstrate to LOCKHEED MARTIN's reasonable satisfaction, SELLER’s and SELLER’s lower-tier subcontractors’ compliance with this clause and all Trade Control Laws. To the extent SELLER’s Work provided under this Contract include packing, labeling, processing, and/or handling exports for LOCKHEED ▇▇▇▇▇▇, SELLER shall maintain an auditable process that assures accurate packing, labeling, processing, and handling of such exports. SELLER shall also promptly notify LOCKHEED ▇▇▇▇▇▇ if it becomes aware of any failure by SELLER or SELLER’s lower-tier subcontractors to comply with this clause and shall cooperate with LOCKHEED ▇▇▇▇▇▇ in any investigation of such failure to comply. (1) SELLER hereby represents that neither SELLER nor any parent, subsidiary, affiliate affiliate, employee, or sublicensee or sub-lower tier supplier of SELLER is (i) are located within an ITAR §126.1 listed country, nor (ii) are included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, Controls or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). .” (2) SELLER will provide prompt notice to further represents that it shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence ▇ Procurement Representative if SELLER’s status changes with applicable laws, the confidentiality restriction respect to any of the foregoing. (e) In the event of an anticipated change of control agreement from the acquiring party of a change of in control of SELLER, or any parent, subsidiary or affiliate of SELLER, or any sublicensee or sub-tier supplier of SELLER, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to SELLER involving a non-U.S. person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of controlcontrol consistent with applicable law and confidentiality restrictions. (df) If SELLER is engaged in the business of exporting, exporting manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (eg) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Technical Assistance Agreement (TAA) or Manufacturing License Agreement (MLA), license exception or license exemption, collectively, "Export Authorization, ," SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government investigation, that could affect SELLER's performance under this Contract, or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization export license applications. Delays on SELLER's part to submit the relevant information for export licenses authorizations shall not constitute an excusable delay under this Contract. (fh) Upon completion of performance of this Contract, SELLER and its lower-tier subcontractors shall as directed by LOCKHEED ▇▇▇▇▇▇, return or destroy all export controlled technical data, technology, hardware or other items. SELLER shall provide a certificate of destruction for all destroyed items. (i) SELLER shall include paragraphs (a) through (dg) and this paragraph (fi) of this clause or equivalent provisions in lower lower- tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that any lower lower-tier subcontractor with which it engages has become listed on the Restricted Parties List. (j) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's fees, all expense of litigation and/or settlement, and court costs, arising from any act or omission of SELLER, its officers, directors, employees, consultants, agents, affiliates, successors, permitted assigns, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this clause.

Appears in 1 contract

Sources: General Provisions for Services

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable United Kingdom, European Union (EU), U.S. and non-U.S. other sanctions and export control and economic sanctions laws, rules and regulations, specifically including, but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU , E.U. controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No No. 428/2009 and U.K. controls on exports of strategic items and technology implemented pursuant to Export Control Order 2008 (SI 2008/3231) (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall agrees that it will not transfer any export controlled item, technical data, technology or services service, including transfers to foreign persons including its employees, faculty, graduate assistants, and studentsemployed by or associated with, or others under contract to SELLER or SELLER's lower-lower tier supplierssubcontractors, unless authorized in advance by an export license, license (e.g., e.g. Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export AuthorizationsAuthorization”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work items or services has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), ”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, ▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLERSELLER is, or any sublicensee or sub-tier supplier of SELLERbecomes, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. United Kingdom, or non-U.S. government other relevant governmental entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (e) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1i) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government government investigation, that could affect SELLER's performance under this Contract, ; or (2ii) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization export license applications. Delays on SELLER's part to submit the relevant information for export licenses licence shall not constitute an excusable delay under the Excusable Delay clause of this Contract. (e) If the technical data required to perform this Contract is controlled under applicable Trade Control Laws, SELLER shall comply with the following: (1) The technical data shall be used only to perform the Work required by this Contract; and (2) The data shall not be disclosed to any person not authorized for receipt of the data under an applicable Export Authorization; and (3) Any rights in the data may not be acquired by any foreign person; and (4) SELLER, including lower tier subcontractors, shall return, or at LOCKHEED ▇▇▇▇▇▇’▇ direction, destroy, all of the technical data exported to SELLER pursuant to this Contract upon fulfilment of its terms; and (5) Unless otherwise directed by LOCKHEED ▇▇▇▇▇▇, SELLER shall deliver the Work only to LOCKHEED ▇▇▇▇▇▇; and (6) SELLER shall include the terms of this paragraph (e) in all lower tier subcontracts issued under which technical data is provided to a lower tier subcontractor. (f) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided only to nationals of the same country in which SELLER is located. Third Country national employees and/or dual country national employees of SELLER are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the U.S. Government. (g) SELLER shall include paragraphs (a) through (dc) and (e) through this paragraph (fg) of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered furnished as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately will notify LOCKHEED ▇▇▇▇▇▇ upon learning that any lower subcontractor or lower-tier subcontractor supplier with which it engages has become listed on the Restricted Parties List. (h) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's fees, all expense of litigation and/or settlement, and court costs, arising from any act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this clause.

Appears in 1 contract

Sources: Commercial Subcontract/Purchase Order

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable U.S. and non-U.S. sanctions and export control and economic sanctions laws, rules and regulations, specifically including, including but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and , EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (ECEU) No 428/2009 2021/821 (as amended), and the U.K. controls on exports in the Export Control ▇▇▇ ▇▇▇▇, Export Control Order 2008 (as amended) and the Retained Dual-Use Regulation, in addition to New Zealand specific laws and regulations including but not limited to the Customs and Excise ▇▇▇ ▇▇▇▇, Custom and Excise Regulation 1996, Customs Export Prohibition Order 2014, “Export Control Act “ and other relevant laws and regulations (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical item or data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and studentsdual/third country nationals employed by or associated with, or others under contract to SELLER or SELLER's lower-lower tier suppliers, unless authorized in advance by an export license, (e.g., Technical Assistance Agreement (TAA) license or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export Authorizations”), other appropriate authority as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will ), and, shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), ”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, ▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLERSELLER is, or any sublicensee or sub-tier supplier of SELLERbecomes, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements , or by any entity or agency of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide SELLER's own country. (d) LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior ITAR Controlled Technical Data can be provided only to SELLER’s same country national employees. Third country national employees and/or dual country national employees of SELLER are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITARU.S. Government. (e) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government government investigation, that could affect SELLER's performance under this Contract, Contract or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract. (f) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions If sublicensing is authorized in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify writing by LOCKHEED ▇▇▇▇▇▇ upon learning that any and the U.S. Government under a current and applicable TAA (or other Export Authorization), SELLER shall comply with the following: (1) Obtain an ITAR Non-Disclosure Agreement (NDA) in the format approved by the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”) from each authorized lower-tier Supplier which SELLER will sublicense ITAR Controlled Technical Data to; and (2) Provide a copy of the fully executed ITAR NDA to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative; and (3) Upon completion of (1) and (2) above, Lockheed ▇▇▇▇▇▇ will acknowledge receipt of the NDA and provide authorization to SELLER to provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to its authorized lower-tier Suppliers; and (4) SELLER shall not provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to a lower-tier Supplier until after items (1) and (2) above have been completed; and (5) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided to SELLER's lower-tier Supplier's employees within the territory of the authorized country(ies) only; and (6) Third country and dual country national employees of SELLER's authorized lower tier subcontractor with which it engages has become listed on Suppliers are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the Restricted Parties ListU.S. Government. (g) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney’s fees, all expense of litigation and/or settlement, and court costs, arising from any act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this clause.

Appears in 1 contract

Sources: Commercial Subcontract/Purchase Order

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable European Union (EU), U.S. and non-U.S. other sanctions and export control and economic sanctions laws, rules and regulations, specifically including, but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU , where applicable, E.U. controls on exports of dual-use items and technology implemented pursuant to Council Regulation (ECEU) No 428/2009 2021/821 (as amended), and the U.K. controls on exports in the Export Control Act 2002, Export Control Order 2008 (as amended) and the Retained Dual-Use Regulation (collectively, “Trade Control Laws”)) and any reenactment or modification thereof. Items, technical data and services controlled by Trade Control Laws are referred to in this clause respectively as “export controlled” items, technical data and services. Without limiting the foregoing, SELLER shall agrees that it will not transfer any export controlled item, item or technical data, technology or services provide any export controlled service, including transfers or provision of services to foreign persons including its employees, faculty, graduate assistants, and studentsany non-UK national employed by or associated with, or others under contract to SELLER or to any third party including SELLER's lower-lower tier supplierssubcontractors, unless authorized in advance by an export authorization, license, (e.g., Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export AuthorizationsAuthorization”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract including any service to be provided is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item export controlled item, technical data or data controlled under any of the Trade Control Laws, service SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item item, technical data or controlled data (i.e. the export classification service under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) Trade Control Laws and will notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of regarding the item, technical data or service. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work items or services has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, or any parent, subsidiary or affiliate of SELLER, or any sublicensee or sub-tier supplier of SELLER, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (e) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1i) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR export or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government government investigation, that could affect SELLER's performance under this Contract, ; or (2ii) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses Export Authorizations shall not constitute an excusable delay under the Excusable Delay clause of this Contract. (d) SELLER represents that neither SELLER nor any parent, subsidiary or affiliate of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security (“BIS”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, “Restricted Party Lists”). SELLER shall immediately notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLER is, or becomes, listed on any Restricted Party List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any United Kingdom, or other relevant governmental entity or agency. (e) SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that any subcontractor or lower-tier supplier with which it engages or the country in which it or such subcontractor or supplier is based has become listed on the Restricted Party Lists. (f) Where SELLER is to use technical data controlled under applicable Trade Control Laws for the performance of the Work SELLER shall comply with the following: (1) The technical data shall be used only to perform the Work required by this Contract; and (2) The data shall not be disclosed to any person not authorized for receipt of the data under an applicable Export Authorization; and (3) Any rights in the data may not be acquired by any foreign person; and (4) SELLER, including lower tier subcontractors, shall return, or at LOCKHEED ▇▇▇▇▇▇’▇ direction, destroy, all of the technical data exported to SELLER pursuant to this Contract upon fulfilment of its terms; and (5) Unless otherwise directed by LOCKHEED ▇▇▇▇▇▇, SELLER shall deliver the Work only to LOCKHEED ▇▇▇▇▇▇; and (6) SELLER shall include the terms of this paragraph (e) in all lower tier subcontracts issued under which technical data is provided to a lower tier subcontractor. (7) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided only to nationals of the same country in which SELLER is located. SELLER shall not permit third country national employees and/or employees with dual country nationality to access LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorisation and approval by LOCKHEED ▇▇▇▇▇▇ and the U.S. Government. (g) SELLER shall include paragraphs (a) through to (b) inclusive and (d) and to this paragraph (fg) inclusive of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered furnished as Work to LOCKHEED ▇▇▇▇▇▇. . (h) SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's fees, all expense of litigation and/or settlement, and court costs, arising from any lower tier subcontractor with which it engages has become listed on act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the Restricted Parties Listperformance of any of its obligations under this clause.

Appears in 1 contract

Sources: General Provisions for International Subcontracts/Purchase Orders

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable U.S. and non-U.S. export control laws and economic sanctions laws, rules laws and regulations, specifically including, including but not limited to, to the International Traffic in Arms Regulations (ITAR), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; the Export Administration Regulations (“EAR”)Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No 428/2009 598 (collectively, "Trade Control Laws"). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical data, technology technology, or services service, including transfers to foreign persons including its employees, faculty, graduate assistants, and studentsemployed by or associated with, or others under contract to SELLER or SELLER's lower-lower tier suppliers, unless authorized in advance by an export license, license (e.g., such as Technical Assistance Agreement (TAA) or Manufacturing Licensing License Agreement (MLA)), license exception or license exemption (exemption, collectively, "Export Authorizations”Authorization"), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar ArrangementAgreement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of ▇ Procurement Representative if SELLER, or any parent, subsidiary or affiliate of SELLER, or any sublicensee or sub-tier supplier of SELLER, which SELLER becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, exporting manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (e) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government investigation, that could affect SELLER's performance under this Contract, or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization export license applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract. (f) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that any lower tier subcontractor with which it engages has become listed on the Restricted Parties List. (g) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's fees, all expense of litigation and/or settlement, and court costs, arising from any act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this clause.

Appears in 1 contract

Sources: Time and Materials/Labor Hour Subcontract

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, with all applicable U.S. and non-U.S. export control and economic sanctions laws, rules and regulations, specifically including, but not limited to, the International Traffic in Arms Regulations (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No 428/2009 (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and students, or others under contract to SELLER or SELLER's lower-tier suppliers, unless authorized in advance by an export license, (e.g., Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export Authorizations”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data or service. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), ”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, ▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLER, or any sublicensee or sub-tier supplier of SELLER, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (e) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government restrictions, and the initiation or existence of a U.S. Government investigation, that could affect SELLER's performance under this Contract, or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract. (f) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that any lower tier subcontractor with which it engages has become listed on the Restricted Parties List.

Appears in 1 contract

Sources: General Provisions for Commercial Subcontracts/Purchase Orders

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable U.S. and non-U.S. export control laws and economic sanctions laws, rules laws and regulations, specifically including, including but not limited to, to the International Traffic in Arms Regulations (ITAR), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; the Export Administration Regulations (“EAR”)Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No 428/2009 598 (collectively, "Trade Control Laws"). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and students, or others under contract to SELLER or SELLER's lower-tier suppliers, unless authorized in advance by an export license, (e.g., Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export Authorizations”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s 's List of Dual-Use Goods and Technologies or other applicable export control list) and will shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER shall not export, re-export, transfer, disclose or otherwise provide or make accessible LOCKHEED MARTIN’s technical data and/or hardware controlled by Trade Control Laws ("Export Controlled Information") to any persons, or entities not authorized to receive or have access to the data, services and/or hardware, including third country/dual national employees, lower-tier subcontractors and sub-licensees, or modify or divert such Export Controlled Information to any military application unless SELLER receives advance, written authorization from LOCKHEED ▇▇▇▇▇▇ and verification of any required export authorization is in place. SELLER shall not provide a defense service as defined by the Trade Control Laws using any or all of LOCKHEED MARTIN’s technical data and/or hardware. Upon LOCKHEED MARTIN’s request, SELLER shall demonstrate to LOCKHEED MARTIN's reasonable satisfaction, SELLER’s and SELLER’s lower-tier subcontractors’ compliance with this clause and all Trade Control Laws. To the extent SELLER’s Work provided under this Contract include packing, labeling, processing, and/or handling exports for LOCKHEED ▇▇▇▇▇▇, SELLER shall maintain an auditable process that assures accurate packing, labeling, processing, and handling of such exports. SELLER shall also promptly notify LOCKHEED ▇▇▇▇▇▇ if it becomes aware of any failure by SELLER or SELLER’s lower-tier subcontractors to comply with this clause and shall cooperate with LOCKHEED ▇▇▇▇▇▇ in any investigation of such failure to comply. (1) SELLER hereby represents that neither SELLER nor any parent, subsidiary, affiliate affiliate, employee, or sublicensee or sub-lower tier supplier of SELLER is (i) are located within an ITAR §126.1 listed country, nor (ii) are included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, Controls or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). (2) SELLER will provide prompt notice to further represents that it shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence ▇ Procurement Representative if SELLER’s status changes with applicable laws, the confidentiality restriction respect to any of the foregoing. (e) In the event of an anticipated change of control agreement from the acquiring party of a change of in control of SELLER, or any parent, subsidiary or affiliate of SELLER, or any sublicensee or sub-tier supplier of SELLER, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to SELLER involving a non-U.S. person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of controlcontrol consistent with applicable law and confidentiality restrictions. (df) If SELLER is engaged in the business of exporting, exporting manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (eg) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Technical Assistance Agreement (TAA) or Manufacturing License Agreement (MLA), license exception or license exemption, collectively, "Export Authorization, ," SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government investigation, that could affect SELLER's performance under this Contract, or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization export license applications. Delays on SELLER's part to submit the relevant information for export licenses authorizations shall not constitute an excusable delay under this Contract. (fh) Upon completion of performance of this Contract, SELLER and its lower-tier subcontractors shall as directed by LOCKHEED ▇▇▇▇▇▇, return or destroy all export controlled technical data, technology, hardware or other items. SELLER shall provide a certificate of destruction for all destroyed items. (i) SELLER shall include paragraphs (a) through (dg) and this paragraph (fi) of this clause or equivalent provisions in lower lower- tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that any lower lower-tier subcontractor with which it engages has become listed on the Restricted Parties List. (j) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's fees, all expense of litigation and/or settlement, and court costs, arising from any act or omission of SELLER, its officers, directors, employees, consultants, agents, affiliates, successors, permitted assigns, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this clause.

Appears in 1 contract

Sources: General Provisions for Commercial Subcontracts/Purchase Orders

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable United Kingdom, European Union (EU), U.S. and non-U.S. other sanctions and export control and economic sanctions laws, rules and regulations, specifically including, but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU , E.U. controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No No. 428/2009 and U.K. controls on exports of strategic items and technology implemented pursuant to Export Control Order 2008 (SI 2008/3231) (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall agrees that it will not transfer any export controlled item, technical data, technology or services service, including transfers to foreign persons including its employees, faculty, graduate assistants, and studentsemployed by or associated with, or others under contract to SELLER or SELLER's lower-lower tier supplierssubcontractors, unless authorized in advance by an export license, licence (e.g., e.g. Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license licence exception or license licence exemption (collectively, “Export AuthorizationsAuthorization”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar ArrangementAgreement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work items or services has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), ”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, ▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLERSELLER is, or any sublicensee or sub-tier supplier of SELLERbecomes, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. United Kingdom, or non-U.S. government other relevant governmental entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (e) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1i) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government government investigation, that could affect SELLER's performance under this Contract, ; or (2ii) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization export licence applications. Delays on SELLER's part to submit the relevant information for export licenses licences shall not constitute an excusable delay under the Excusable Delay clause of this Contract. (e) If the technical data required to perform this Contract is controlled under applicable Trade Control Laws, SELLER shall comply with the following: (1) The technical data shall be used only to perform the Work required by this Contract; and (2) The data shall not be disclosed to any person not authorized for receipt of the data under an applicable Export Authorization; and (3) Any rights in the data may not be acquired by any foreign person; and (4) SELLER, including lower tier subcontractors, shall return, or at LOCKHEED MARTIN’s direction, destroy, all of the technical data exported to SELLER pursuant to this Contract upon fulfilment of its terms; and (5) Unless otherwise directed by LOCKHEED ▇▇▇▇▇▇, SELLER shall deliver the Work only to LOCKHEED ▇▇▇▇▇▇; and (6) SELLER shall include the terms of this paragraph (e) in all lower tier subcontracts issued under which technical data is provided to a lower tier subcontractor. (f) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided only to nationals of the same country in which SELLER is located. Third Country national employees and/or dual country national employees of SELLER are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the U.S. Government. (g) SELLER shall include paragraphs (a) through (dc) and (e) through this paragraph (fg) of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered furnished as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately will notify LOCKHEED ▇▇▇▇▇▇ upon learning that any lower subcontractor or lower-tier subcontractor supplier with which it engages has become listed on the Restricted Parties List. (h) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's fees, all expense of litigation and/or settlement, and court costs, arising from any act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this clause.

Appears in 1 contract

Sources: Subcontract/Purchase Order Agreement

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable Australian and U.S. and non-U.S. sanctions and export control and economic sanctions laws, rules and regulations, specifically including, including but not limited to, the Customs Act 1901 (Cth), the Customs (Prohibited Export) Regulations 1958 (Cth), the Defence Trade Controls Act 2012 (Cth), the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; , the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and , EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (ECEU) No 428/2009 2021/821 (as amended), and UK controls on exports in the Export Control Act 2002, Export Control Order 2008 (as amended) and the Retained Dual-Use Regulation (collectively, “Trade Control Laws”). Items, technical data and services controlled by Trade Control Laws are referred to in this clause respectively as “export controlled” items, technical data and services. Without limiting the foregoing, SELLER shall not transfer any export controlled itemitem or data (or items and data developed from such items/data), technical data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and studentsdual/third country nationals employed by or associated with, or others under contract to SELLER or SELLER's lower-lower tier suppliers, unless authorized in advance by an export license, authorization (e.g., e.g. Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), export license, license exception exception, or license exemption (collectively, “Export AuthorizationsAuthorization”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the Defense Strategic Goods List, EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies Technologies, or other applicable export control list) and will ), and, shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c1) SELLER hereby represents that neither SELLER nor any parent, subsidiary, affiliate affiliate, Related Body Corporate, employee, or sublicensee or sub-lower tier supplier of SELLER is (i) are located within an ITAR §126.1 listed country, nor (ii) are included on any of the restricted party lists maintained by the Australian or U.S. Government, including the Consolidated List administered by the Australian Department of Foreign Affairs (“DFAT”), Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, listed on the ITAR §126.1 Restricted Parties ListLis, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). . (2) SELLER further represents that it shall immediately notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative if SELLER or a Related Body Corporate of Seller is, or becomes, listed on any Restricted Party List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or Australian government entity or agency, or by any entity or agency of SELLER's own country. (d) SELLER will provide prompt notice to LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, or any parent, subsidiary subsidiary, Related Body Corporate, or affiliate of SELLER, or any sublicensee or sub-tier supplier of SELLER, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. Australian government entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 ninety (90) days prior to the effectiveness of such change of control. (de) If LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided only to SELLER’s same country national employees. Third country national employees and/or dual country national employees of SELLER is engaged in are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITARU.S. Government. (ef) If ITAR Controlled technical data required to perform this Contract is exported pursuant to ITAR 124.13 to SELLER under a DSP-5, Offshore Procurement license, SELLER shall comply with the following: (1) ITAR Controlled technical data shall be used only to manufacture the Work required by this Contract; and (2) ITAR Controlled technical data shall not be disclosed to any other person except lower-tier subcontractors within the same country; and (3) Any rights in ITAR Controlled technical data may not be acquired by any foreign person; and (4) SELLER, including lower-tier subcontractors, shall return, or at LOCKHEED MARTIN's direction, destroy all of the ITAR Controlled technical data exported to SELLER pursuant to this Contract upon fulfillment of its terms; and (5) Unless otherwise directed by LOCKHEED ▇▇▇▇▇▇, SELLER shall deliver the Work only to LOCKHEED ▇▇▇▇▇▇ in Australia or to an agency of the Australian Government.; and (6) SELLER shall include the terms of this paragraph (f) in all lower-tier subcontracts issued when ITAR Controlled technical data is provided to the lower-tier subcontractor. (g) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government government investigation, that could affect SELLER's performance under this Contract, Contract or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses authorizations shall not constitute an excusable delay under this Contract. (fh) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions If sublicensing is authorized in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify writing by LOCKHEED ▇▇▇▇▇▇ upon learning that and the U.S. Government under a current and applicable TAA (or other Export Authorization), SELLER shall comply with the following: (1) Obtain an ITAR Non-Disclosure Agreement (NDA) in the format approved by the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”) from each lower-tier Supplier subject to authorized in the applicable export authorization which SELLER will sublicense ITAR Controlled Technical Data to; and (2) Provide a copy of the fully executed ITAR NDA to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative; and (3) Upon completion of (1) and (2) above, Lockheed ▇▇▇▇▇▇ will acknowledge receipt of the NDA and provide authorization to SELLER to provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to its authorized lower-tier Suppliers; and (4) SELLER shall not provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to a lower-tier Supplier until after items (1) and (2) above have been completed; and (5) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided to SELLER's lower-tier Supplier's employees within the territory of the authorized country(ies) only; and (6) Third country and dual country national employees of SELLER's authorized lower-tier Suppliers are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the U.S. Government. (i) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's fees (on a solicitor-client basis), all expense of litigation and/or settlement, and court costs, arising from any lower tier subcontractor with which it engages has become listed on act or omission of SELLER, its officers, directors, employees, consultants, agents, affiliates, successors permitted assigns, suppliers, or subcontractors at any tier, in the Restricted Parties Listperformance of any of its obligations under this clause.

Appears in 1 contract

Sources: Commercial Subcontract/Purchase Order

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable U.S. and non-U.S. sanctions and export control and economic sanctions laws, rules and regulations, specifically including, including but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU , where applicable, E.U. controls on exports of dual-use items and technology implemented pursuant to Council Regulation (ECEU) No 428/2009 2021/821 (as amended), and the U.K. controls on exports in the Export Control ▇▇▇ ▇▇▇▇, Export Control Order 2008 (as amended) and the Retained Dual-Use Regulation, in addition to New Zealand specific laws and regulations including but not limited to the Customs and Excise ▇▇▇ ▇▇▇▇, Custom and Excise Regulation 1996, Customs Export Prohibition Order 2014, “Export Control Act “ and other relevant laws and regulations (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical item or data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and studentsdual/third country nationals employed by or associated with, or others under contract to SELLER or SELLER's lower-lower tier suppliers, unless authorized in advance by an export license, (e.g., Technical Assistance Agreement (TAA) license or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export Authorizations”), other appropriate authority as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will ), and, shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), ”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, ▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLERSELLER is, or any sublicensee or sub-tier supplier of SELLERbecomes, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements , or by any entity or agency of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide SELLER's own country. (d) LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior ITAR Controlled Technical Data can be provided only to SELLER’s same country national employees. Third country national employees and/or dual country national employees of SELLER are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITARU.S. Government. (e) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government government investigation, that could affect SELLER's performance under this Contract, Contract or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract. (f) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions If sublicensing is authorized in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify writing by LOCKHEED ▇▇▇▇▇▇ upon learning that any and the U.S. Government under a current and applicable TAA (or other Export Authorization), SELLER shall comply with the following: (1) Obtain an ITAR Non-Disclosure Agreement (NDA) in the format approved by the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”) from each authorized lower-tier Supplier which SELLER will sublicense ITAR Controlled Technical Data to; and (2) Provide a copy of the fully executed ITAR NDA to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative; and (3) Upon completion of (1) and (2) above, Lockheed ▇▇▇▇▇▇ will acknowledge receipt of the NDA and provide authorization to SELLER to provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to its authorized lower-tier Suppliers; and (4) SELLER shall not provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to a lower-tier Supplier until after items (1) and (2) above have been completed; and (5) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided to SELLER's lower-tier Supplier's employees within the territory of the authorized country(ies) only; and (6) Third country and dual country national employees of SELLER's authorized lower tier subcontractor with which it engages has become listed on Suppliers are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the Restricted Parties ListU.S. Government. (g) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney’s fees, all expense of litigation and/or settlement, and court costs, arising from any act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this clause.

Appears in 1 contract

Sources: Commercial Subcontract/Purchase Order

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable U.S. and non-U.S. sanctions and export control and economic sanctions laws, rules and regulations, specifically including, including but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; , the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; 598 and EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No 428/2009 No. 428/2009, in addition to New Zealand specific laws and regulations including but not limited to the Customs and Excise Act 1996, Custom and Excise Regulation 1996, Customs Export Prohibition Order 2014, “Export Control Act “ and other relevant laws and regulations (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical item or data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and studentsdual/third country nationals employed by or associated with, or others under contract to SELLER or SELLER's lower-lower tier suppliers, unless authorized in advance by an export license, (e.g., Technical Assistance Agreement (TAA) license or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export Authorizations”), other appropriate authority as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will ), and, shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), ”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, ▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLERSELLER is, or any sublicensee or sub-tier supplier of SELLERbecomes, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements , or by any entity or agency of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide SELLER's own country. (d) LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior ITAR Controlled Technical Data can be provided only to SELLER’s same country national employees. Third country national employees and/or dual country national employees of SELLER are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITARU.S. Government. (e) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government government investigation, that could affect SELLER's performance under this Contract, Contract or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract. (f) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions If sublicensing is authorized in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify writing by LOCKHEED ▇▇▇▇▇▇ upon learning that any and the U.S. Government under a current and applicable TAA (or other Export Authorization), SELLER shall comply with the following: (1) Obtain an ITAR Non-Disclosure Agreement (NDA) in the format approved by the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”) from each authorized lower-tier Supplier which SELLER will sublicense ITAR Controlled Technical Data to; and (2) Provide a copy of the fully executed ITAR NDA to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative; and (3) Upon completion of (1) and (2) above, Lockheed ▇▇▇▇▇▇ will acknowledge receipt of the NDA and provide authorization to SELLER to provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to its authorized lower-tier Suppliers; and (4) SELLER shall not provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to a lower-tier Supplier until after items (1) and (2) above have been completed; and (5) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided to SELLER's lower-tier Supplier's employees within the territory of the authorized country(ies) only; and (6) Third country and dual country national employees of SELLER's authorized lower tier subcontractor with which it engages has become listed on Suppliers are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the Restricted Parties ListU.S. Government. (g) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney’s fees, all expense of litigation and/or settlement, and court costs, arising from any act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this clause.

Appears in 1 contract

Sources: Commercial Subcontract/Purchase Order

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable U.S. and non-U.S. sanctions and export control and economic sanctions laws, rules and regulations, specifically including, including but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; 598 and EU controls on exports of dual-dual- use items and technology implemented pursuant to Council Regulation (EC) No No. 428/2009 (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical item or data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and studentsdual/third country nationals employed by or associated with, or others under contract to SELLER or SELLER's lower-lower tier suppliers, unless authorized in advance by an export license, license agreement (e.g., e.g. Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export AuthorizationsAuthorization”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar ArrangementAgreement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will ), and, shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), ”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, ▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLERSELLER is, or any sublicensee or sub-tier supplier of SELLERbecomes, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements , or by any entity or agency of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide SELLER's own country. (d) LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior ITAR Controlled Technical Data can be provided only to SELLER’s same country national employees. Third country national employees and/or dual country national employees of SELLER are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITARU.S. Government. (e) If ITAR Controlled technical data required to perform this Contract is exported pursuant to ITAR 124.13 to SELLER under a DSP-5, Offshore Procurement license, SELLER shall comply with the following: (1) ITAR Controlled technical data shall be used only to manufacture the Work required by this Contract; and (2) ITAR Controlled technical data shall not be disclosed to any other person except lower-tier subcontractors within the same country; and (3) Any rights in ITAR Controlled technical data may not be acquired by any foreign person; and (4) SELLER, including lower-tier subcontractors, shall return, or at LOCKHEED ▇▇▇▇▇▇'▇ direction, destroy all of the ITAR Controlled technical data exported to SELLER pursuant to this Contract upon fulfillment of its terms; and (5) Unless otherwise directed by LOCKHEED ▇▇▇▇▇▇, SELLER shall deliver the Work only to LOCKHEED ▇▇▇▇▇▇ in the United States or to an agency of the U.S. Government.; and (6) SELLER shall include the terms of this paragraph (e) in all lower-tier subcontracts issued when ITAR Controlled technical data is provided to the lower-tier subcontractor. (f) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government government investigation, that could affect SELLER's performance under this Contract, Contract or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses Export Licenses shall not constitute an excusable delay under this Contract. (fg) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions If Sublicensing is authorized in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify writing by LOCKHEED ▇▇▇▇▇▇ upon learning that and the U.S. Government under a current and applicable TAA (or other Export Authorization), SELLER shall comply with the following: (1) Obtain an ITAR Non-Disclosure Agreement (NDA) in the format approved by the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”) from each authorized lower-tier Supplier which SELLER will sublicense ITAR Controlled Technical Data to; and (2) Provide a copy of the fully executed ITAR NDA to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative; and (3) Upon completion of (1) and (2) above, Lockheed ▇▇▇▇▇▇ will acknowledge receipt of the NDA and provide authorization to SELLER to provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to its authorized lower-tier Suppliers; and (4) SELLER shall not provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to a lower-tier Supplier until after items (1) and (2) above have been completed; and (5) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided to SELLER's lower-tier Supplier's employees within the territory of the authorized country(ies) only; and (6) Third country and dual country national employees of SELLER's authorized lower-tier Suppliers are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the U.S. Government. (h) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorneys' fees, all expense of litigation and/or settlement, and court costs, arising from any lower tier subcontractor with which it engages has become listed on act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the Restricted Parties Listperformance of any of its obligations under this clause.

Appears in 1 contract

Sources: International Commercial Subcontract/Purchase Order

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable United Kingdom, European Union (EU), U.S. and non-U.S. other sanctions and export control and economic sanctions laws, rules and regulations, specifically including, but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU , where applicable E.U. controls on exports of dual-use items and technology implemented pursuant to Council Regulation (ECEU) No 428/2009 2021/821 (as amended), and the U.K. controls on exports in the Export Control Act 2002, Export Control Order 2008 (as amended) and the Retained Dual-Use Regulation (collectively, “Trade Control Laws”)) and any re-enactment or modification thereof. Items, technical data and services controlled by Trade Control Laws are referred to in this clause respectively as “export controlled” items, technical data and services. Without limiting the foregoing, SELLER shall agrees that it will not transfer any export controlled item, item or technical data, technology or services provide any export controlled service, including transfers or provision of services to foreign persons including its employees, faculty, graduate assistants, and studentsany non-UK national employed by or associated with, or others under contract to SELLER or to any third party including SELLER's lower-lower tier supplierssubcontractors, unless authorized authorised in advance by an export licenseauthorization, (e.g.licence, Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license licence exception or license licence exemption (collectively, “Export AuthorizationsAuthorisation”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract including any service to be provided is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item export controlled item, technical data or data controlled under any of the Trade Control Laws, service SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item item, technical data or controlled data (i.e. the export classification service under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) Trade Control Laws and will notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of regarding the item, technical data or service. SELLER represents that an official authorized authorised to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work items or services has properly determined their export classification. (c) Where SELLER hereby is a signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorisation, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (i) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of export or other applicable governmental restrictions, and the initiation or existence of a government investigation, that could affect SELLER's performance under this Contract; or (ii) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorisation or request a new or replacement Export Authorisation. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorisation applications. (d) SELLER represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), ”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, ▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLERSELLER is, or any sublicensee or sub-tier supplier of SELLERbecomes, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. United Kingdom, or non-U.S. government other relevant governmental entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, . (e) SELLER shall provide immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that any subcontractor or lower-tier supplier with notice at least 90 days prior to which it engages or the effectiveness of country in which it or such change of controlsubcontractor or supplier is based has become listed on the Restricted Party Lists. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (ef) Where SELLER is to use technical data controlled under applicable Trade Control Laws for the performance of the Work SELLER shall comply with the following: (1) The technical data shall be used only to perform the Work required by this Contract; and (2) The data shall not be disclosed to any person not authorized for receipt of the data under an applicable Export Authorization; and (3) Any rights in the data may not be acquired by any foreign person; and (4) SELLER, including lower tier subcontractors, shall return, or at LOCKHEED MARTIN’s direction, destroy, all of the technical data exported to SELLER pursuant to this Contract upon fulfilment of its terms; and (5) Unless otherwise directed by LOCKHEED ▇▇▇▇▇▇, SELLER shall deliver the Work only to LOCKHEED ▇▇▇▇▇▇; and (6) SELLER shall include the terms of this paragraph (f) in all lower tier subcontracts issued under which technical data is provided to a party to or signatory under a lower tier subcontractor. (7) LOCKHEED ▇▇▇▇▇▇ Export Authorization, ITAR Controlled Technical Data can be provided only to nationals of the same country in which SELLER is located. SELLER shall provide prompt notification not permit third country national employees and/or employees with dual country nationality to the access LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government restrictions, Controlled Technical Data without separate authorisation and the initiation or existence of a U.S. Government investigation, that could affect SELLER's performance under this Contract, or (2) any change approval by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this ContractU.S. Government. (fg) SELLER shall include paragraphs (a) through to (b) inclusive and (d) and to this paragraph (fg) inclusive of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered furnished as Work to LOCKHEED ▇▇▇▇▇▇. . (h) SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's fees, all expense of litigation and/or settlement, and court costs, arising from any lower tier subcontractor with which it engages has become listed on act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the Restricted Parties Listperformance of any of its obligations under this clause.

Appears in 1 contract

Sources: Subcontract/Purchase Order Agreement

Export Control. (a) SELLER a. Seller shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable U.S. and non-U.S. export control and economic sanctions laws, rules import controls laws and regulations, specifically including, including but not limited to, to (i) the International Traffic in Arms Regulations (“ITAR”), ) (22 C.F.R. CFR 120 et seq.); the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; (ii) the Export Administration Regulations (“EAR”), ) (15 C.F.R. CFR Part 730-774); (iii) the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No 428/2009 (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and students, or others under contract to SELLER or SELLER's lower-tier suppliers, unless authorized in advance by an export license, (e.g., Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export Authorizations”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data or service. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"”) (31 CFR Part 500-598), Denied Parties List, Unverified List or Entity List maintained ; (iv) the regulations administered by the U.S. Commerce Department’s Department of Justice, Bureau of Industry Alcohol, Tobacco, Firearms, and Security Explosives ("BIS"“ATF”) found in 27 CFR Chapter II; (v) all other applicable b. Seller shall control the disclosure, export, re-export, transfer and retransfer of, and access to, any hardware, software, controlled technical data, technology, and/or services (collectively referred to as “items”) received under this Purchase Order to ensure that any such disclosure, export, re- export, transfer or retransfer is undertaken in accordance with U.S. export control laws and regulations. Seller agrees that no controlled items provided by ▇▇▇▇▇ in connection with this Purchase Order shall be provided to any person or entity unless the transfer is expressly permitted by a c. Seller shall notify Buyer if any deliverable under this Purchase Order, for which the Seller is the design authority, is subject to U.S. export and import controls laws and regulations described in Paragraph 23(a), . Before providing Buyer any deliverable subject to the EAR or the ITAR, Seller shall provide in writing to the Buyer’s Procurement Representative the export classification of any such item or controlled data, including the export classification of any: (i) dual use goods and technology subject to the EAR, including any embedded ITAR-controlled or EAR 500 or 600 series’ item or technology; (ii) defense article, including any technical data, controlled by the ITAR; and (iii) item or technology controlled by the EU List of Statutorily Debarred Parties maintained Dual Use Items or by other applicable national export control lists. d. If Seller is or has been engaged in the U.S. State Department’s in the business of either exporting, manufacturing or brokering ITAR Items, Seller represents that it is registered and maintains its registration with the Directorate of Defense Trade ControlsControls (“DDTC”), listed, as may be required by 22 C.F.R. 122.1 of the ITAR §126.1 Restricted Parties Listand that it maintains an effective export/import compliance program in accordance with DDTC guidelines. e. Seller shall immediately notify the Buyer if Seller is, or becomes, listed in the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, or any parent, subsidiary or affiliate of SELLER, or any sublicensee or sub-tier supplier of SELLER, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, Denied Parties List or if SELLER's Seller’s export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government Government entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (e) Where SELLER Seller is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export AuthorizationCompany export license or export agreement (e.g., SELLER Technical Assistance Agreement, Manufacturing License Agreement), Seller shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative Buyer in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR any U.S. Export Control Law, or other applicable government restrictions, and the initiation or existence of a U.S. Government investigation, investigation that could affect SELLER's the Seller’s performance under this Contract, or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract. (f) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that any lower tier subcontractor with which it engages has become listed on the Restricted Parties List.

Appears in 1 contract

Sources: Purchase Agreement

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, agrees to comply with all applicable U.S. and non-U.S. export control and economic sanctions laws, rules laws and regulations, specifically including, but not limited to, the requirements of the Arms Export Control Act, 22 U.S.C.2751-2794; the International Traffic in Arms Regulations Regulation (ITAR), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; Administration Act, 50 U.S.C. app. 2401-2420, including the Export Administration Regulations (“EAR”)Regulations, 15 C.F.R. 730-774; and the Foreign Assets Assests Control Regulations, 31 C.F.R. 500CFR500-598; and EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No 428/2009 598 (collectively, “Trade trade Control Laws”). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical data, technology technology, or services services, including transfers transfer to foreign persons including its employees, faculty, graduate assistants, and studentsemployed by or associated with, or others under contract to SELLER or SELLER's lower-tier suppliers, unless authorized in advance by an export license, license (e.g., such as Technical Assistance Agreement (TAA) or Manufacturing Licensing License Agreement (MLA)), license exception or license exemption (exemptions, collectively, “Export AuthorizationsAuthorization”), as required. (b) SELLER shall agrees to notify LOCKHEED ▇▇▇▇▇▇ GENERAL MICRO SYSTEMS if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ GENERAL MICRO SYSTEMS any item or data controlled under any of the Trade Control Laws, SELLER Seller shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ GENERAL MICRO SYSTEMS Procurement Representative the export classification of any such item or controlled data if applicable (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar ArrangementAgreement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will shall notify the LOCKHEED ▇▇▇▇▇▇ GENERAL MICRO SYSTEMS Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), . Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated designed by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, shall immediately notify the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, GENERAL MICRO SYSTEMS Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLERSELLER is, or any sublicensee or sub-tier supplier of SELLERbecomes, which becomes listed or their ownership is listed on any Restricted Restrictive Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. Government or non-U.S. government Government entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, either exporting or manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate Office of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (e) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export AuthorizationGENERAL MICRO SYSTEMS export license or export agreement (e.g., TAA, MLA), SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ GENERAL MICRO SYSTEMS Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government investigation, that could affect the SELLER's performance under this Contract, or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ GENERAL MICRO SYSTEMS to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ GENERAL MICRO SYSTEMS all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ GENERAL MICRO SYSTEMS to prepare and submit any required Export Authorization export license applications. Delays on SELLER's ’s part to submit the relevant information for export licenses license shall not constitute an excusable delay under this Contract. (f) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇GENERAL MICRO SYSTEMS. SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ GENERAL MICRO SYSTEMS upon learning that any lower tier subcontractor with which it engages has become listed on the Restricted Parties List. (g) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorneys' fees, all expense of litigation and/or settlement, and court costs, arising from any act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this clause.

Appears in 1 contract

Sources: General Provisions and Far Flowdown Provisions for Commercial Items

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable United Kingdom, European Union (EU), U.S. and non-U.S. other sanctions and export control and economic sanctions laws, rules and regulations, specifically including, but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU , E.U. controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No No. 428/2009 and U.K. controls on exports of strategic items and technology implemented pursuant to Export Control Order 2008 (SI 2008/3231) (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall agrees that it will not transfer any export controlled item, technical data, technology or services service, including transfers to foreign persons including its employees, faculty, graduate assistants, and studentsemployed by or associated with, or others under contract to SELLER or SELLER's lower-lower tier supplierssubcontractors, unless authorized in advance by an export license, licence (e.g., e.g. Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license licence exception or license licence exemption (collectively, “Export AuthorizationsAuthorization”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar ArrangementAgreement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work items or services has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), ”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, ▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLERSELLER is, or any sublicensee or sub-tier supplier of SELLERbecomes, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. United Kingdom, or non-U.S. government other relevant governmental entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (e) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1i) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government government investigation, that could affect SELLER's performance under this Contract, ; or (2ii) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization export licence applications. Delays on SELLER's part to submit the relevant information for export licenses licences shall not constitute an excusable delay under the Excusable Delay clause of this Contract. (e) If the technical data required to perform this Contract is controlled under applicable Trade Control Laws, SELLER shall comply with the following: (1) The technical data shall be used only to perform the Work required by this Contract; and (2) The data shall not be disclosed to any person not authorized for receipt of the data under an applicable Export Authorization; and (3) Any rights in the data may not be acquired by any foreign person; and (4) SELLER, including lower tier subcontractors, shall return, or at LOCKHEED ▇▇▇▇▇▇’▇ direction, destroy, all of the technical data exported to SELLER pursuant to this Contract upon fulfilment of its terms; and (5) Unless otherwise directed by LOCKHEED ▇▇▇▇▇▇, SELLER shall deliver the Work only to LOCKHEED ▇▇▇▇▇▇; and (6) SELLER shall include the terms of this paragraph (e) in all lower tier subcontracts issued under which technical data is provided to a lower tier subcontractor. (f) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided only to nationals of the same country in which SELLER is located. Third Country national employees and/or dual country national employees of SELLER are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the U.S. Government. (g) SELLER shall include paragraphs (a) through (dc) and (e) through this paragraph (fg) of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered furnished as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately will notify LOCKHEED ▇▇▇▇▇▇ upon learning that any lower subcontractor or lower-tier subcontractor supplier with which it engages has become listed on the Restricted Parties List. (h) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's fees, all expense of litigation and/or settlement, and court costs, arising from any act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this clause.

Appears in 1 contract

Sources: Subcontract/Purchase Order

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable U.S. and non-U.S. sanctions and export control and economic sanctions laws, rules and regulations, specifically including, including but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; 598 and EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No 428/2009 No. 428/2009, in addition to New Zealand specific laws and regulations including but not limited to the Customs and Excise ▇▇▇ ▇▇▇▇, Custom and Excise Regulation 1996, Customs Export Prohibition Order 2014, “Export Control Act “ and other relevant laws and regulations (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical item or data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and studentsdual/third country nationals employed by or associated with, or others under contract to SELLER or SELLER's lower-lower tier suppliers, unless authorized in advance by an export license, (e.g., Technical Assistance Agreement (TAA) license or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export Authorizations”), other appropriate authority as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will ), and, shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), ”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, ▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLERSELLER is, or any sublicensee or sub-tier supplier of SELLERbecomes, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements , or by any entity or agency of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide SELLER's own country. (d) LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior ITAR Controlled Technical Data can be provided only to SELLER’s same country national employees. Third country national employees and/or dual country national employees of SELLER are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITARU.S. Government. (e) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government government investigation, that could affect SELLER's performance under this Contract, Contract or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract. (f) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions If sublicensing is authorized in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify writing by LOCKHEED ▇▇▇▇▇▇ upon learning that any and the U.S. Government under a current and applicable TAA (or other Export Authorization), SELLER shall comply with the following: (1) Obtain an ITAR Non-Disclosure Agreement (NDA) in the format approved by the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”) from each authorized lower-tier Supplier which SELLER will sublicense ITAR Controlled Technical Data to; and (2) Provide a copy of the fully executed ITAR NDA to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative; and (3) Upon completion of (1) and (2) above, Lockheed ▇▇▇▇▇▇ will acknowledge receipt of the NDA and provide authorization to SELLER to provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to its authorized lower-tier Suppliers; and (4) SELLER shall not provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to a lower-tier Supplier until after items (1) and (2) above have been completed; and (5) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided to SELLER's lower-tier Supplier's employees within the territory of the authorized country(ies) only; and (6) Third country and dual country national employees of SELLER's authorized lower tier subcontractor with which it engages has become listed on Suppliers are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the Restricted Parties ListU.S. Government. (g) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney’s fees, all expense of litigation and/or settlement, and court costs, arising from any act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this clause.

Appears in 1 contract

Sources: Commercial Subcontract/Purchase Order

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable European Union (EU), U.S. and non-U.S. other sanctions and export control and economic sanctions laws, rules and regulations, specifically including, but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU , where applicable, E.U. controls on exports of dual-use items and technology implemented pursuant to Council Regulation (ECEU) No 428/2009 2021/821 (as amended), and the U.K. controls on exports in the Export Control Act 2002, Export Control Order 2008 (as amended) and the Retained Dual-Use Regulation (collectively, “Trade Control Laws”)) and any reenactment or modification thereof. Items, technical data and services controlled by Trade Control Laws are referred to in this clause respectively as “export controlled” items, technical data and services. Without limiting the foregoing, SELLER shall agrees that it will not transfer any export controlled item, item or technical data, technology or services provide any export controlled service, including transfers or provision of services to foreign persons including its employees, faculty, graduate assistants, and studentsany non-UK national employed by or associated with, or others under contract to SELLER or to any third party including SELLER's lower-lower tier supplierssubcontractors, unless authorized in advance by an export authorization, license, (e.g., Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export AuthorizationsAuthorization”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract including any service to be provided is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item export-controlled item, technical data or data controlled under any of the Trade Control Laws, service SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item item, technical data or controlled data (i.e. the export classification service under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) Trade Control Laws and will notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of regarding the item, technical data or service. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work items or services has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, or any parent, subsidiary or affiliate of SELLER, or any sublicensee or sub-tier supplier of SELLER, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (e) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1i) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR export or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government government investigation, that could affect SELLER's performance under this Contract, ; or (2ii) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses Export Authorizations shall not constitute an excusable delay under the Excusable Delay clause of this Contract. (d) SELLER represents that neither SELLER nor any parent, subsidiary or affiliate of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security (“BIS”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, “Restricted Party Lists”). SELLER shall immediately notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLER is, or becomes, listed on any Restricted Party List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any United Kingdom, or other relevant governmental entity or agency. (e) SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that any subcontractor or lower-tier supplier with which it engages or the country in which it or such subcontractor or supplier is based has become listed on the Restricted Party Lists. (f) Where SELLER is to use technical data controlled under applicable Trade Control Laws for the performance of the Work SELLER shall comply with the following: (1) The technical data shall be used only to perform the Work required by this Contract; and (2) The data shall not be disclosed to any person not authorized for receipt of the data under an applicable Export Authorization; and (3) Any rights in the data may not be acquired by any foreign person; and (4) SELLER, including lower tier subcontractors, shall return, or at LOCKHEED MARTIN’s direction, destroy, all the technical data exported to SELLER pursuant to this Contract upon fulfilment of its terms; and (5) Unless otherwise directed by LOCKHEED ▇▇▇▇▇▇, SELLER shall deliver the Work only to LOCKHEED ▇▇▇▇▇▇; and (6) SELLER shall include the terms of this paragraph (e) in all lower tier subcontracts issued under which technical data is provided to a lower tier subcontractor. (7) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided only to nationals of the same country in which SELLER is located. SELLER shall not permit third country national employees and/or employees with dual country nationality to access LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the U.S. Government. (g) SELLER shall include paragraphs (a) through to (b) inclusive and (d) and to this paragraph (fg) inclusive of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered furnished as Work to LOCKHEED ▇▇▇▇▇▇. . (h) SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's fees, all expense of litigation and/or settlement, and court costs, arising from any lower tier subcontractor with which it engages has become listed on act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the Restricted Parties Listperformance of any of its obligations under this clause.

Appears in 1 contract

Sources: General Provisions for International Subcontracts/Purchase Orders

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable U.S. and non-U.S. sanctions and export control and economic sanctions laws, rules and regulations, specifically including, including but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; , the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; 598 and EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No No. 428/2009 (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical item or data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and studentsdual/third country nationals employed by or associated with, or others under contract to SELLER or SELLER's lower-lower tier suppliers, unless authorized in advance by an export license, license agreement (e.g., e.g. Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export AuthorizationsAuthorization”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will ), and, shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER shall immediately notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLER is, or becomes, listed on any Restricted Party List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency, or by any entity or agency of SELLER's own country. SELLER will provide prompt notice to LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, or any parent, subsidiary or affiliate of SELLER, or any sublicensee or sub-tier supplier of SELLER, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of control. (d) If LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided only to SELLER’s same country national employees. Third country national employees and/or dual country national employees of SELLER is engaged in are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITARU.S. Government. (e) If ITAR Controlled technical data required to perform this Contract is exported pursuant to ITAR 124.13 to SELLER under a DSP-5, Offshore Procurement license, SELLER shall comply with the following: (1) ITAR Controlled technical data shall be used only to manufacture the Work required by this Contract; and (2) ITAR Controlled technical data shall not be disclosed to any other person except lower-tier subcontractors within the same country; and (3) Any rights in ITAR Controlled technical data may not be acquired by any foreign person; and (4) SELLER, including lower-tier subcontractors, shall return, or at LOCKHEED ▇▇▇▇▇▇'▇ direction, destroy all of the ITAR Controlled technical data exported to SELLER pursuant to this Contract upon fulfillment of its terms; and (5) Unless otherwise directed by LOCKHEED ▇▇▇▇▇▇, SELLER shall deliver the Work only to LOCKHEED ▇▇▇▇▇▇ in the United States or to an agency of the U.S. Government.; and (6) SELLER shall include the terms of this paragraph (e) in all lower-tier subcontracts issued when ITAR Controlled technical data is provided to the lower-tier subcontractor. (f) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government government investigation, that could affect SELLER's performance under this Contract, Contract or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract. (fg) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions If sublicensing is authorized in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify writing by LOCKHEED ▇▇▇▇▇▇ upon learning that and the U.S. Government under a current and applicable TAA (or other Export Authorization), SELLER shall comply with the following: (1) Obtain an ITAR Non-Disclosure Agreement (NDA) in the format approved by the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”) from each authorized lower-tier Supplier which SELLER will sublicense ITAR Controlled Technical Data to; and (2) Provide a copy of the fully executed ITAR NDA to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative; and (3) Upon completion of (1) and (2) above, Lockheed ▇▇▇▇▇▇ will acknowledge receipt of the NDA and provide authorization to SELLER to provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to its authorized lower-tier Suppliers; and (4) SELLER shall not provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to a lower-tier Supplier until after items (1) and (2) above have been completed; and (5) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided to SELLER's lower-tier Supplier's employees within the territory of the authorized country(ies) only; and (6) Third country and dual country national employees of SELLER's authorized lower-tier Suppliers are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the U.S. Government. (h) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's fees, all expense of litigation and/or settlement, and court costs, arising from any lower tier subcontractor with which it engages has become listed on act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the Restricted Parties Listperformance of any of its obligations under this clause.

Appears in 1 contract

Sources: International Commercial Subcontract/Purchase Order

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable U.S. and non-U.S. sanctions and export control and economic sanctions laws, rules and regulations, specifically including, including but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; , the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and , EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (ECEU) No 428/2009 2021/821 (as amended), and UK controls on exports in the Export Control Act 2002, Export Control Order 2008 (as amended) and the Retained Dual-Use Regulation (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall not transfer any LOCKHEED ▇▇▇▇▇▇ provided export controlled itemitem or data (or items and data developed from such items/data), technical data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and studentsdual/third country nationals employed by or associated with, or others under contract to SELLER or SELLER's lower-lower tier suppliers, unless authorized in advance by an export license, authorization (e.g., e.g. Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), export license, license exception exception, or license exemption (collectively, “Export AuthorizationsAuthorization”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will ), and, shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c1) SELLER hereby represents that neither SELLER nor any parent, subsidiary, affiliate affiliate, employee, or sublicensee or sub-lower tier supplier of SELLER is (i) are located within an ITAR §126.1 listed country, nor (ii) are included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, Controls or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). . (2) SELLER will provide prompt notice to further represents that it shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence ▇ Procurement Representative if SELLER’s status changes with applicable laws, the confidentiality restriction respect to any of the foregoing (d) In the event of an anticipated change of control agreement from the acquiring party of a change of in control of SELLER, or any parent, subsidiary or affiliate of SELLER, or any sublicensee or sub-tier supplier of SELLER, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. SELLER involving another person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is control consistent with applicable law and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITARconfidentiality restrictions. (e) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided only to SELLER’s same country national employees. Third country national employees and/or dual country national employees of SELLER are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the U.S. Government. (f) If ITAR Controlled technical data required to perform this Contract is exported pursuant to ITAR 124.13 to SELLER under a DSP-5, Offshore Procurement license, SELLER shall comply with the following: (1) ITAR Controlled technical data shall be used only to manufacture the Work required by this Contract; and (2) ITAR Controlled technical data shall not be disclosed to any other person except lower-tier subcontractors within the same country; and (3) Any rights in ITAR Controlled technical data may not be acquired by any foreign person; and (4) SELLER, including lower-tier subcontractors, shall return, or at LOCKHEED MARTIN's direction, destroy all of the ITAR Controlled technical data exported to SELLER pursuant to this Contract upon fulfillment of its terms; and (5) Unless otherwise directed by LOCKHEED ▇▇▇▇▇▇, SELLER shall deliver the Work only to LOCKHEED ▇▇▇▇▇▇ in the United States or to an agency of the U.S. Government.; and (6) SELLER shall include the terms of this paragraph (f) in all lower-tier subcontracts issued when ITAR Controlled technical data is provided to the lower-tier subcontractor. (g) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government government investigation, that could affect SELLER's performance under this Contract, Contract or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses authorizations shall not constitute an excusable delay under this Contract. (fh) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions If sublicensing is authorized in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify writing by LOCKHEED ▇▇▇▇▇▇ upon learning that and the U.S. Government under a current and applicable TAA (or other Export Authorization), SELLER shall comply with the following: (1) Obtain an ITAR Non-Disclosure Agreement (NDA) in the format approved by the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”) from each lower-tier Supplier subject to authorized in the applicable export authorization which SELLER will sublicense ITAR Controlled Technical Data to; and (2) Provide a copy of the fully executed ITAR NDA to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative; and (3) Upon completion of (1) and (2) above, Lockheed ▇▇▇▇▇▇ will acknowledge receipt of the NDA and provide authorization to SELLER to provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to its authorized lower-tier Suppliers; and (4) SELLER shall not provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to a lower-tier Supplier until after items (1) and (2) above have been completed; and (5) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided to SELLER's lower-tier Supplier's employees within the territory of the authorized country(ies) only; and (6) Third country and dual country national employees of SELLER's authorized lower-tier Suppliers are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the U.S. Government. (i) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's fees, all expense of litigation and/or settlement, and court costs, arising from any lower tier subcontractor with which it engages has become listed on act or omission of SELLER, its officers, directors, employees, consultants, agents, affiliates, successors permitted assigns, suppliers, or subcontractors at any tier, in the Restricted Parties Listperformance of any of its obligations under this clause.

Appears in 1 contract

Sources: International Commercial Subcontract/Purchase Order

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable U.S. and non-U.S. sanctions and export control and economic sanctions laws, rules and regulations, specifically including, including but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; , the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; 598 and EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No No. 428/2009 (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall not transfer any LOCKHEED ▇▇▇▇▇▇ provided export controlled itemitem or data (or items and data developed from such items/data), technical data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and studentsdual/third country nationals employed by or associated with, or others under contract to SELLER or SELLER's lower-lower tier suppliers, unless authorized in advance by an export license, authorization (e.g., e.g. Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), export license, license exception exception, or license exemption (collectively, “Export AuthorizationsAuthorization”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will ), and, shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c1) SELLER hereby represents that neither SELLER nor any parent, subsidiary, affiliate affiliate, employee, or sublicensee or sub-lower tier supplier of SELLER is (i) are located within an ITAR §126.1 listed country, (ii) nor included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, Controls or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). . (2) SELLER will provide prompt notice to further represents that it shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence ▇ Procurement Representative if SELLER’s status changes with applicable laws, the confidentiality restriction respect to any of the foregoing (d) In the event of an anticipated change of control agreement from the acquiring party of a change of in control of SELLER, or any parent, subsidiary or affiliate of SELLER, or any sublicensee or sub-tier supplier of SELLER, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. SELLER involving another person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is control consistent with applicable law and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITARconfidentiality restrictions. (e) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided only to SELLER’s same country national employees. Third country national employees and/or dual country national employees of SELLER are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the U.S. Government. (f) If ITAR Controlled technical data required to perform this Contract is exported pursuant to ITAR 124.13 to SELLER under a DSP-5, Offshore Procurement license, SELLER shall comply with the following: (1) ITAR Controlled technical data shall be used only to manufacture the Work required by this Contract; and (2) ITAR Controlled technical data shall not be disclosed to any other person except lower-tier subcontractors within the same country; and (3) Any rights in ITAR Controlled technical data may not be acquired by any foreign person; and (4) SELLER, including lower-tier subcontractors, shall return, or at LOCKHEED ▇▇▇▇▇▇'▇ direction, destroy all of the ITAR Controlled technical data exported to SELLER pursuant to this Contract upon fulfillment of its terms; and (5) Unless otherwise directed by LOCKHEED ▇▇▇▇▇▇, SELLER shall deliver the Work only to LOCKHEED ▇▇▇▇▇▇ in the United States or to an agency of the U.S. Government.; and (6) SELLER shall include the terms of this paragraph (f) in all lower-tier subcontracts issued when ITAR Controlled technical data is provided to the lower-tier subcontractor. (g) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government government investigation, that could affect SELLER's performance under this Contract, Contract or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses authorizations shall not constitute an excusable delay under this Contract. (fh) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions If sublicensing is authorized in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify writing by LOCKHEED ▇▇▇▇▇▇ upon learning that and the U.S. Government under a current and applicable TAA (or other Export Authorization), SELLER shall comply with the following: (1) Obtain an ITAR Non-Disclosure Agreement (NDA) in the format approved by the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”) from each lower-tier Supplier subject to authorized in the applicable export authorization which SELLER will sublicense ITAR Controlled Technical Data to; and (2) Provide a copy of the fully executed ITAR NDA to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative; and (3) Upon completion of (1) and (2) above, Lockheed ▇▇▇▇▇▇ will acknowledge receipt of the NDA and provide authorization to SELLER to provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to its authorized lower-tier Suppliers; and (4) SELLER shall not provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to a lower-tier Supplier until after items (1) and (2) above have been completed; and (5) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided to SELLER's lower-tier Supplier's employees within the territory of the authorized country(ies) only; and (6) Third country and dual country national employees of SELLER's authorized lower-tier Suppliers are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the U.S. Government. (i) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's fees, all expense of litigation and/or settlement, and court costs, arising from any lower tier subcontractor with which it engages has become listed on act or omission of SELLER, its officers, directors, employees, consultants, agents, affiliates, successors permitted assigns, suppliers, or subcontractors at any tier, in the Restricted Parties Listperformance of any of its obligations under this clause.

Appears in 1 contract

Sources: International Commercial Subcontract/Purchase Order

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable U.S. and non-U.S. export control laws and economic sanctions laws, rules laws and regulations, specifically including, including but not limited to, to the International Traffic in Arms Regulations (ITAR), 22 C.F.R. 120 et seq.; the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; the Export Administration Regulations (“EAR”)Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No 428/2009 598 (collectively, "Trade Control Laws"). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and students, or others under contract to SELLER or SELLER's lower-tier suppliers, unless authorized in advance by an export license, (e.g., Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export Authorizations”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s 's List of Dual-Use Goods and Technologies or other applicable export control list) and will shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER shall not export, re-ĞdžƉŽƌƚ͕ ƚƌĂŶƐĨĞƌ͕ ĚŝƐĐůŽƐĞ Žƌ ŽƚŚĞƌǁŝƐĞ technical data and/or hardware controlled by Trade Control Laws ("Export Controlled Information") to any persons, or entities not authorized to receive or have access to the data, services and/or hardware, including third country/dual national employees, lower-tier subcontractors and sub-licensees, or modify or divert such Export Controlled Information to any military application unless SELLER receives advance, written authorization from LOCKHEED ▇▇▇▇▇▇ and verification of any required export authorization is in place. SELLER shall not provide a defense service as defined by the dƌĂĚĞ ŽŶƚƌŽů >ĂǁƐ ƵƐŝŶŐ ĂŶLJ Žƌ Ăůů ŽĨ >K <, D Zd request, SELLER ▇▇▇▇▇ ĚĞŵŽŶƐƚƌĂƚĞ ƚŽ >K <, D Zd/EΖƐ ƌĞĂ-tieƐr ŽŶĂď ƐƵďĐŽŶƚƌĂĐƚŽƌƐ͛ ĐŽŵƉůŝĂŶĐĞ ǁŝƚŚ ƚŚŝƐ ĐůĂƵƐĞ ĂŶĚ Ăůů Contract include packing, labeling, processing, and/or handling exports for LOCKHEED ▇▇▇▇▇▇, SELLER shall maintain an auditable process that assures accurate packing, labeling, processing, and handling of such exports. SELLER shall also promptly notify LOCKHEED ▇▇▇▇▇▇ if it becomes aware of any faiůƵƌĞ ďLJ ^ >> Z-ti er Žsuƌbco n^tra cto>rs>to Z͛Ɛ comply with this clause and shall cooperate with LOCKHEED ▇▇▇▇▇▇ in any investigation of such failure to comply. (1) SELLER hereby represents that neither SELLER nor any parent, subsidiary, affiliate affiliate, employee, or sublicensee or sub-lower tier supplier of SELLER is (i) are located within an ITAR §126.1 listed country, nor (ii) are included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated ďLJ ƚŚĞ h͘^͘ dƌĞĂƐƵƌLJ ĞƉĂƌƚŵĞŶƚ͛Ɛ KĨĨŝĐĞ ŽĨ &stŽorƌEnĞtiŝty ŐŶ >ŝƐƚ ŵĂŝŶƚĂŝŶĞĚ ďLJ ƚŚĞ h͘^͘ ŽŵŵĞƌĐĞ ĞƉĂƌƚŵĞŶƚ͛Ɛ Ƶ ĞďĂƌƌĞĚ WĂƌƚŝĞƐ ŵĂŝŶƚĂŝŶĞĚ ďLJ ƚŚĞ h͘^͘ ^ƚĂƚĞ ĞƉĂƌƚ list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"ΗZĞƐƚƌŝĐƚĞ). Ě WĂƌƚLJ >ŝƐƚƐ͟ (2) SELLER will provide prompt notice to further represents that it shall immediately notify the LOCKHEED ▇▇▇▇▇▇, ▇ Procurement Representative if ^ >> Z͛Ɛ ƐƚĂƚƵƐ ĐŚĂŶŐĞƐ ǁŝƚŚ ƌĞƐƉĞĐƚ ƚŽ ĂŶLJ ŽĨ ƚŚĞ Ĩ (e) In the event of an anticipated change in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, or any parent, subsidiary or affiliate of SELLER, or any sublicensee or sub-tier supplier of SELLER, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to SELLER involving a non-U.S. person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of controlcontrol consistent with applicable law and confidentiality restrictions. (df) If SELLER is engaged in the business of exporting, exporting manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (eg) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Technical Assistance Agreement (TAA) or Manufacturing License Agreement (MLA), license exception or license exemption, collectively, "Export Authorization, ," SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government investigation, that could affect SELLER's performance under this Contract, or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization export license applications. Delays on SELLER's part to submit the relevant information for export licenses authorizations shall not constitute an excusable delay under this Contract. (f) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that any lower tier subcontractor with which it engages has become listed on the Restricted Parties List.

Appears in 1 contract

Sources: General Provisions for Subcontracts/Purchase Orders

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable U.S. and non-U.S. sanctions and export control and economic sanctions laws, rules and regulations, specifically including, including but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; , the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; 598 and EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No No. 428/2009 (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical item or data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and studentsdual/third country nationals employed by or associated with, or others under contract to SELLER or SELLER's lower-lower tier suppliers, unless authorized in advance by an export license, license agreement (e.g., e.g. Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export AuthorizationsAuthorization”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will ), and, shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, subsidiary or affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), ”) or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, ▇ Procurement Representative if SELLER or any parent, subsidiary or affiliate of SELLERSELLER is, or any sublicensee or sub-tier supplier of SELLERbecomes, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, List or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements , or by any entity or agency of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide SELLER's own country. (d) LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior ITAR Controlled Technical Data can be provided only to SELLER’s same country national employees. Third country national employees and/or dual country national employees of SELLER are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITARU.S. Government. (e) If ITAR Controlled technical data required to perform this Contract is exported pursuant to ITAR 124.13 to SELLER under a DSP-5, Offshore Procurement license, SELLER shall comply with the following: (1) ITAR Controlled technical data shall be used only to manufacture the Work required by this Contract; and (2) ITAR Controlled technical data shall not be disclosed to any other person except lower-tier subcontractors within the same country; and (3) Any rights in ITAR Controlled technical data may not be acquired by any foreign person; and (4) SELLER, including lower-tier subcontractors, shall return, or at LOCKHEED ▇▇▇▇▇▇'▇ direction, destroy all of the ITAR Controlled technical data exported to SELLER pursuant to this Contract upon fulfillment of its terms; and (5) Unless otherwise directed by LOCKHEED ▇▇▇▇▇▇, SELLER shall deliver the Work only to LOCKHEED ▇▇▇▇▇▇ in the United States or to an agency of the U.S. Government.; and (6) SELLER shall include the terms of this paragraph (e) in all lower-tier subcontracts issued when ITAR Controlled technical data is provided to the lower-tier subcontractor. (f) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government government investigation, that could affect SELLER's performance under this Contract, Contract or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract. (fg) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions If sublicensing is authorized in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify writing by LOCKHEED ▇▇▇▇▇▇ upon learning that and the U.S. Government under a current and applicable TAA (or other Export Authorization), SELLER shall comply with the following: (1) Obtain an ITAR Non-Disclosure Agreement (NDA) in the format approved by the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”) from each authorized lower-tier Supplier which SELLER will sublicense ITAR Controlled Technical Data to; and (2) Provide a copy of the fully executed ITAR NDA to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative; and (3) Upon completion of (1) and (2) above, Lockheed ▇▇▇▇▇▇ will acknowledge receipt of the NDA and provide authorization to SELLER to provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to its authorized lower-tier Suppliers; and (4) SELLER shall not provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to a lower-tier Supplier until after items (1) and (2) above have been completed; and (5) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided to SELLER's lower-tier Supplier's employees within the territory of the authorized country(ies) only; and (6) Third country and dual country national employees of SELLER's authorized lower-tier Suppliers are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the U.S. Government. (h) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's fees, all expense of litigation and/or settlement, and court costs, arising from any lower tier subcontractor with which it engages has become listed on act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the Restricted Parties Listperformance of any of its obligations under this clause.

Appears in 1 contract

Sources: International Commercial Subcontract/Purchase Order

Export Control. (a) SELLER a. Seller shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable U.S. and non-U.S. export control and economic sanctions laws, rules import controls laws and regulations, specifically including, including but not limited to, to (i) the International Traffic in Arms Regulations (“ITAR”), ) (22 C.F.R. CFR 120 et seq.); the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; (ii) the Export Administration Regulations (“EAR”), ) (15 C.F.R. CFR Part 730-774); (iii) the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No 428/2009 (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and students, or others under contract to SELLER or SELLER's lower-tier suppliers, unless authorized in advance by an export license, (e.g., Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), license exception or license exemption (collectively, “Export Authorizations”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data or service. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c) SELLER hereby represents that neither SELLER nor any parent, subsidiary, affiliate or sublicensee or sub-tier supplier of SELLER is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"”) (31 CFR Part 500-598), Denied Parties List, Unverified List or Entity List maintained ; (iv) the regulations administered by the U.S. Commerce Department’s Department of Justice, Bureau of Industry Alcohol, Tobacco, Firearms, and Security Explosives ("BIS"“ATF”) found in 27 CFR Chapter II; (v) all other applicable b. Seller shall control the disclosure, export, re-export, transfer and retransfer of, and access to, any hardware, software, controlled technical data, technology, and/or services (collectively referred to as “items”) received under this Purchase Order to ensure that any such disclosure, export, re- export, transfer or retransfer is undertaken in accordance with U.S. export control laws and regulations. Seller agrees that no controlled items provided by Buyer in connection with this Purchase Order shall be provided to any person or entity unless the transfer is expressly permitted by a c. Seller shall notify Buyer if any deliverable under this Purchase Order, for which the Seller is the design authority, is subject to U.S. export and import controls laws and regulations described in Paragraph 23(a), . Before providing Buyer any deliverable subject to the EAR or the ITAR, Seller shall provide in writing to the Buyer’s Procurement Representative the export classification of any such item or controlled data, including the export classification of any: (i) dual use goods and technology subject to the EAR, including any embedded ITAR-controlled or EAR 500 or 600 series’ item or technology; (ii) defense article, including any technical data, controlled by the ITAR; and (iii) item or technology controlled by the EU List of Statutorily Debarred Parties maintained Dual Use Items or by other applicable national export control lists. d. If Seller is or has been engaged in the U.S. State Department’s in the business of either exporting, manufacturing or brokering ITAR Items, Seller represents that it is registered and maintains its registration with the Directorate of Defense Trade ControlsControls (“DDTC”), listed, as may be required by 22 C.F.R. 122.1 of the ITAR §126.1 Restricted Parties Listand that it maintains an effective export/import compliance program in accordance with DDTC guidelines. e. Seller shall immediately notify the Buyer if Seller is, or becomes, listed in the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). SELLER will provide prompt notice to LOCKHEED ▇▇▇▇▇▇, in adherence with applicable laws, the confidentiality restriction of the change of control agreement from the acquiring party of a change of control of SELLER, or any parent, subsidiary or affiliate of SELLER, or any sublicensee or sub-tier supplier of SELLER, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, Denied Parties List or if SELLER's Seller’s export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government Government entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR. (e) Where SELLER Seller is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government restrictions, and the initiation or existence of a U.S. Government investigation, that could affect SELLER's performance under this Contract, or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract. (f) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ upon learning that any lower tier subcontractor with which it engages has become listed on the Restricted Parties List.

Appears in 1 contract

Sources: Purchase Agreement

Export Control. (a) SELLER shall comply, and will ensure that its employees, faculty, graduate assistants, and students comply, comply with all applicable U.S. and non-U.S. sanctions and export control and economic sanctions laws, rules and regulations, specifically including, including but not limited to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; , the Export Control Reform Act of 2018; the Export Control Reform Act of 2018; , the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774; , the Foreign Assets Control Regulations, 31 C.F.R. 500-598; and , EU controls on exports of dual-use items and technology implemented pursuant to Council Regulation (ECEU) No 428/2009 2021/821 (as amended), and UK controls on exports in the Export Control Act 2002, Export Control Order 2008 (as amended) and the Retained Dual-Use Regulation (collectively, “Trade Control Laws”). Without limiting the foregoing, SELLER shall not transfer any LOCKHEED ▇▇▇▇▇▇ provided export controlled itemitem or data (or items and data developed from such items/data), technical data, technology or services including transfers to foreign persons including its employees, faculty, graduate assistants, and studentsdual/third country nationals employed by or associated with, or others under contract to SELLER or SELLER's lower-lower tier suppliers, unless authorized in advance by an export license, authorization (e.g., e.g. Technical Assistance Agreement (TAA) or Manufacturing Licensing Agreement (MLA)), export license, license exception exception, or license exemption (collectively, “Export AuthorizationsAuthorization”), as required. (b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative the export classification of any such item or controlled data (i.e. the export classification under the EAR, ITAR, EU List of Dual Use Items and Technology, Wassenaar Arrangement’s List of Dual-Use Goods and Technologies or other applicable export control list) and will ), and, shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item, technical data item or servicecontrolled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier or other source of the Work has properly determined their export classification. (c1) SELLER hereby represents that neither SELLER nor any parent, subsidiary, affiliate affiliate, employee, or sublicensee or sub-lower tier supplier of SELLER is (i) are located within an ITAR §126.1 listed country, nor (ii) are included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS"), or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, listed, the ITAR §126.1 Restricted Parties List, Controls or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, "Restricted Party Lists"). . (2) SELLER will provide prompt notice to further represents that it shall immediately notify the LOCKHEED ▇▇▇▇▇▇, in adherence ▇ Procurement Representative if SELLER’s status changes with applicable laws, the confidentiality restriction respect to any of the foregoing (d) In the event of an anticipated change of control agreement from the acquiring party of a change of in control of SELLER, or any parent, subsidiary or affiliate of SELLER, or any sublicensee or sub-tier supplier of SELLER, which becomes listed or their ownership is listed on any Restricted Party List, within or by an ITAR § 126.1 listed country, or if SELLER's export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. To ensure compliance with the requirements of the applicable agency’s regulations, if the intended sale or transfer of ownership is to a non-U.S. SELLER involving another person or entity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of control. (d) If SELLER is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER represents that it is control consistent with applicable law and will continue to be registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITARconfidentiality restrictions. (e) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided only to SELLER’s same country national employees. Third country national employees and/or dual country national employees of SELLER are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the U.S. Government. (f) If ITAR Controlled technical data required to perform this Contract is exported pursuant to ITAR 124.13 to SELLER under a DSP-5, Offshore Procurement license, SELLER shall comply with the following: (1) ITAR Controlled technical data shall be used only to manufacture the Work required by this Contract; and (2) ITAR Controlled technical data shall not be disclosed to any other person except lower-tier subcontractors within the same country; and (3) Any rights in ITAR Controlled technical data may not be acquired by any foreign person; and (4) SELLER, including lower-tier subcontractors, shall return, or at LOCKHEED ▇▇▇▇▇▇'▇ direction, destroy all of the ITAR Controlled technical data exported to SELLER pursuant to this Contract upon fulfillment of its terms; and (5) Unless otherwise directed by LOCKHEED ▇▇▇▇▇▇, SELLER shall deliver the Work only to LOCKHEED ▇▇▇▇▇▇ in the United States or to an agency of the U.S. Government.; and (6) SELLER shall include the terms of this paragraph (f) in all lower-tier subcontracts issued when ITAR Controlled technical data is provided to the lower-tier subcontractor. (g) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ Export Authorization, SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in the event of (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable government governmental restrictions, and the initiation or existence of a U.S. Government government investigation, that could affect SELLER's performance under this Contract, Contract or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ to prepare and submit any required Export Authorization applications. Delays on SELLER's part to submit the relevant information for export licenses authorizations shall not constitute an excusable delay under this Contract. (fh) SELLER shall include paragraphs (a) through (d) and this paragraph (f) of this clause or equivalent provisions If sublicensing is authorized in lower tier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇. SELLER shall immediately notify writing by LOCKHEED ▇▇▇▇▇▇ upon learning that and the U.S. Government under a current and applicable TAA (or other Export Authorization), SELLER shall comply with the following: (1) Obtain an ITAR Non-Disclosure Agreement (NDA) in the format approved by the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”) from each lower-tier Supplier subject to authorized in the applicable export authorization which SELLER will sublicense ITAR Controlled Technical Data to; and (2) Provide a copy of the fully executed ITAR NDA to the LOCKHEED ▇▇▇▇▇▇ Procurement Representative; and (3) Upon completion of (1) and (2) above, Lockheed ▇▇▇▇▇▇ will acknowledge receipt of the NDA and provide authorization to SELLER to provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to its authorized lower-tier Suppliers; and (4) SELLER shall not provide LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data to a lower-tier Supplier until after items (1) and (2) above have been completed; and (5) LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data can be provided to SELLER's lower-tier Supplier's employees within the territory of the authorized country(ies) only; and (6) Third country and dual country national employees of SELLER's authorized lower-tier Suppliers are not authorized to receive LOCKHEED ▇▇▇▇▇▇ ITAR Controlled Technical Data without separate authorization and approval by LOCKHEED ▇▇▇▇▇▇ and the U.S. Government. (i) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's fees, all expense of litigation and/or settlement, and court costs, arising from any lower tier subcontractor with which it engages has become listed on act or omission of SELLER, its officers, directors, employees, consultants, agents, affiliates, successors permitted assigns, suppliers, or subcontractors at any tier, in the Restricted Parties Listperformance of any of its obligations under this clause.

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Sources: International Commercial Subcontract/Purchase Order