Export Control. (a) SELLER shall comply with all applicable U.S. export control laws and economic sanctions laws and regulations, specifically including but not limited to the International Traffic in Arms Regulations (ITAR), 22 C.F.R. 120 et seq.; the Export Administration Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598 (collectively, "Trade Control Laws"). (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 shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item or controlled 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 ▇▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇’▇ technical data and/or hardware. Upon LOCKHEED ▇▇▇▇▇▇’▇ request, SELLER shall demonstrate to LOCKHEED ▇▇▇▇▇▇'▇ 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. (d) SELLER hereby 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 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. (e) 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. (f) 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 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 license applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract. (g) 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. (h) SELLER shall include paragraphs (a) through (g) and this paragraph (h) 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. (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 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 15 contracts
Sources: General Provisions for Time and Material and Labor Hour Subcontracts/Purchase Orders, General Provisions for Subcontracts/Purchase Orders, General Provisions for Subcontracts/Purchase Orders
Export Control. (a) SELLER shall comply with all applicable U.S. export control laws and economic sanctions laws and regulations, specifically including but not limited to the International Traffic in Arms Regulations (ITAR), 22 C.F.R. 120 et seq.; the Export Administration Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598 (collectively, "Trade Control Laws"). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical data, technology, or service, including transfers to foreign persons employed by or associated with, or under contract to SELLER or SELLER's lower tier suppliers, unless authorized in advance by an export license (such as Technical Assistance Agreement (TAA) or Manufacturing License Agreement (MLA), license exception or license exemption, collectively, "Export 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 Agreement’s List of Dual-Use Goods and Technologies or other applicable export control list) and shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item or controlled 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 ▇▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇’▇ technical data and/or hardware. Upon LOCKHEED ▇▇▇▇▇▇’▇ request, SELLER shall demonstrate to LOCKHEED ▇▇▇▇▇▇'▇ 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.
(d) SELLER hereby 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 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.
(ed) If SELLER is engaged in the business of 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.
(fe) 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 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 license applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract.
(g) 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.
(hf) SELLER shall include paragraphs (a) through (gd) and this paragraph (hf) 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.
(ig) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's 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 9 contracts
Sources: General Provisions for Services for Commercial Subcontracts/Purchase Orders, Time and Materials Contract, General Provisions for Subcontracts/Purchase Orders
Export Control. (a) SELLER shall comply with all applicable U.S. export control laws and economic sanctions laws 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 Administration Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598 (collectively, "Trade Control Laws").
(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 shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item or controlled 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 ▇▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇’▇ technical data and/or hardware. Upon LOCKHEED ▇▇▇▇▇▇’▇ request, SELLER shall demonstrate to LOCKHEED ▇▇▇▇▇▇'▇ 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.
(d) SELLER hereby 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 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.
(e) 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.
(f) 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 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 license applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract.
(g) 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.
(h) SELLER shall include paragraphs (a) through (g) and this paragraph (h) 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.
(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 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 8 contracts
Sources: Subcontract/Purchase Order Agreement, Commercial Subcontract/Purchase Order, Subcontract/Purchase Order Agreement
Export Control. (a) SELLER shall comply with all applicable United Kingdom, European Union (EU), U.S. and other sanctions and export control laws and economic sanctions laws laws, rules and regulations, specifically including including, but not limited to to, the International Traffic in Arms Regulations Regulation (“ITAR”), 22 C.F.R. 120 et seq.; , the Export Administration RegulationsRegulations (“EAR”), 15 C.F.R. 730-774; and , the Foreign Assets Control Regulations, 31 C.F.R. 500-598 598, E.U. controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) 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 agrees that it will not transfer any export controlled item or technical data, or provide any export controlled service, including transfers or provision of services to any non-UK national employed by or associated with, or under contract to SELLER or to any third party including SELLER's lower tier subcontractors, unless authorised in advance by an export authorization, licence, licence exception or licence exemption (collectively, “Export Authorisation”), 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 applicable Trade Control Laws and Technology, Wassenaar Arrangement's List of Dual-Use Goods and Technologies or other applicable export control list) and shall will notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of regarding the item item, technical data or controlled dataservice. 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 shall not export, re-export, transfer, disclose or otherwise provide or make accessible LOCKHEED ▇▇▇▇▇▇’▇ 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 is a signatory under a LOCKHEED ▇▇▇▇▇▇ and verification of any required export authorization is in place. Export Authorisation, SELLER shall not provide a defense service as defined by prompt notification to the Trade Control Laws using any or all of LOCKHEED ▇▇▇▇▇▇’▇ technical data and/or hardware. Upon 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 ▇▇▇▇▇▇’▇ request, to submit an amendment to an existing Export Authorisation or request a new or replacement Export Authorisation. SELLER shall demonstrate provide to LOCKHEED ▇▇▇▇▇▇'▇ reasonable satisfaction, SELLER’s all information 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 documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇, SELLER ▇ to prepare and submit any required Export Authorisation applications. Delays on SELLER's part to submit the relevant information for Export Authorisations shall maintain not constitute an auditable process that assures accurate packing, labeling, processing, and handling excusable delay under the Excusable Delay clause 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 complyContract.
(d) SELLER hereby 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, SELLER or any parent, subsidiary or affiliate of SELLER becomes 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. United Kingdom, or non-U.S. government other relevant governmental entity or agency.
(e) 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.
(f) 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 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 license applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract.
(g) 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.
(h) SELLER shall include paragraphs (a) through (g) and this paragraph (h) 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 subcontractor or lower-tier subcontractor supplier with which it engages or the country in which it or such subcontractor or supplier is based has become listed on the Restricted Parties ListParty Lists.
(if) 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) to (b) inclusive and (d) to this paragraph (g) inclusive of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or furnished as Work to LOCKHEED ▇▇▇▇▇▇.
(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 6 contracts
Sources: Subcontract/Purchase Order Agreement, Subcontract/Purchase Order Agreement, Commercial Subcontract/Purchase Order
Export Control. (a) SELLER shall comply with all applicable U.S. export control laws and economic sanctions laws and regulations, specifically including but not limited to the International Traffic in Arms Regulations (ITAR), 22 C.F.R. 120 et seq.; the Export Administration Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598 (collectively, "Trade Control Laws"). Without limiting the foregoing, SELLER shall not transfer any export controlled item, technical data, technology, or service, including transfers to foreign persons employed by or associated with, or under contract to SELLER or SELLER's lower tier suppliers, unless authorized in advance by an export license (such as Technical Assistance Agreement (TAA) or Manufacturing License Agreement (MLA), license exception or license exemption, collectively, "Export 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 Agreement’s List of Dual-Use Goods and Technologies or other applicable export control list) and shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item or controlled 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 ▇▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇’▇ technical data and/or hardware. Upon LOCKHEED ▇▇▇▇▇▇’▇ request, SELLER shall demonstrate to LOCKHEED ▇▇▇▇▇▇'▇ 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.
(d) SELLER hereby 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 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.
(ed) If SELLER is engaged in the business of 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.
(fe) 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 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 license applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract.
(g) 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.
(hf) SELLER shall include paragraphs (a) through (gd) and this paragraph (hf) 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.
(ig) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's ’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 6 contracts
Sources: Time and Materials Subcontract, General Provisions for Services for Commercial Subcontracts/Purchase Orders, Subcontract/Purchase Order Agreement
Export Control. (a) SELLER shall comply with all applicable U.S. export control laws and economic sanctions laws 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 Administration Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598 (collectively, "Trade Control Laws").
(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 shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item or controlled 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 ▇▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇’▇ technical data and/or hardware. Upon LOCKHEED ▇▇▇▇▇▇’▇ request, SELLER shall demonstrate to LOCKHEED ▇▇▇▇▇▇'▇ 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.
(d) SELLER hereby represents that neither SELLER nor any parent, subsidiary subsidiary, affiliate or affiliate 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 will provide prompt notice to LOCKHEED ▇▇▇▇▇▇ Procurement Representative if ▇, 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 SELLER, or any sublicensee or sub-tier supplier of SELLER, which becomes listed or their ownership is listed on any Restricted Party List 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.
(e) 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.
(f) 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 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 license applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract.
(g) 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.
(h) SELLER shall include paragraphs (a) through (g) and this paragraph (h) 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.
(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 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 for Commercial Subcontracts/Purchase Orders, Subcontract/Purchase Order, Time and Materials Subcontract
Export Control. (a) SELLER shall comply with all applicable U.S. export control laws and economic sanctions laws 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 Administration Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598 (collectively, "Trade Control Laws").
(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 shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item or controlled 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 ▇▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇’▇ technical data and/or hardware. Upon LOCKHEED ▇▇▇▇▇▇’▇ request, SELLER shall demonstrate to LOCKHEED ▇▇▇▇▇▇'▇ 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.
(d) (1) SELLER hereby represents that neither SELLER nor any parent, subsidiary subsidiary, affiliate, employee, or affiliate sublicensee or 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, 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 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.
(e) 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.
(f) 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 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 license applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract.
(g) 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.
(h) SELLER shall include paragraphs (a) through (g) and this paragraph (h) 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.
(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 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 5 contracts
Sources: Subcontract/Purchase Order, General Provisions for Subcontracts/Purchase Orders, General Provisions for Subcontracts/Purchase Orders
Export Control. (a) SELLER shall comply with all applicable U.S. export control laws and economic sanctions laws 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 Administration Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598 (collectively, "Trade Control Laws").
(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 shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item or controlled 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 ▇▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇’▇ technical data and/or hardware. Upon LOCKHEED ▇▇▇▇▇▇’▇ request, SELLER shall demonstrate to LOCKHEED ▇▇▇▇▇▇'▇ 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.
(d1) SELLER hereby represents that neither SELLER nor any parent, subsidiary subsidiary, affiliate, employee, or affiliate sublicensee or 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, 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 further represents that it shall immediately notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative if SELLER, or ’s status changes with respect to any parent, subsidiary or affiliate of SELLER 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 agencythe foregoing.
(e) In the event of an anticipated change in control of 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 control consistent with applicable law and confidentiality restrictions.
(f) 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.
(fg) 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 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 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.
(gh) 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.
(hi) SELLER shall include paragraphs (a) through (g) and this paragraph (h) 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.
(ij) 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 4 contracts
Sources: Subcontract/Purchase Order Agreement, Time and Materials Subcontract, General Provisions for Services for Commercial Subcontracts/Purchase Orders
Export Control. (a) SELLER shall comply with all applicable U.S. export control laws and economic sanctions laws 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 Administration Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598 (collectively, "Trade Control Laws").
(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 shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item or controlled 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 ▇▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇’▇ technical data and/or hardware. Upon LOCKHEED ▇▇▇▇▇▇’▇ request, SELLER shall demonstrate to LOCKHEED ▇▇▇▇▇▇'▇ 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.
(d1) SELLER hereby represents that neither SELLER nor any parent, subsidiary subsidiary, affiliate, employee, or affiliate sublicensee or 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, 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 further represents that it shall immediately notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative if SELLER, or ’s status changes with respect to any parent, subsidiary or affiliate of SELLER 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 agencythe foregoing.
(e) In the event of an anticipated change in control of 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 control consistent with applicable law and confidentiality restrictions.
(f) 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.
(fg) 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 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 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.
(gh) 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.
(hi) SELLER shall include paragraphs (a) through (g) and this paragraph (hi) 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.
(ij) 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 4 contracts
Sources: General Provisions for Subcontracts/Purchase Orders, Time and Materials Subcontract, General Provisions for Subcontracts/Purchase Orders
Export Control. (a) SELLER shall comply with all applicable U.S. export control laws and economic sanctions laws 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; the Export Administration Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598 (collectively, "Trade Control Laws").
(b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY 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 shall notify the LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY Procurement Representative in writing of any changes to the export classification information of the item or controlled 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 ▇▇▇▇▇▇’▇ VETERANS TRADING COMPANY’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 ▇▇▇▇▇▇ VETERANS TRADING COMPANY 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 ▇▇▇▇▇▇’▇ VETERANS TRADING COMPANY’s technical data and/or hardware. Upon LOCKHEED ▇▇▇▇▇▇’▇ VETERANS TRADING COMPANY’s request, SELLER shall demonstrate to LOCKHEED ▇▇▇▇▇▇'▇ VETERANS TRADING COMPANY'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 ▇▇▇▇▇▇VETERANS TRADING COMPANY, SELLER shall maintain an auditable process that assures accurate packing, labeling, processing, and handling of such exports. SELLER shall also promptly notify LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY 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 ▇▇▇▇▇▇ VETERANS TRADING COMPANY in any investigation of such failure to comply.
(d) SELLER hereby 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 ▇▇▇▇▇▇ VETERANS TRADING COMPANY Procurement Representative if SELLER, or any parent, subsidiary or affiliate of SELLER 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.
(e) 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.
(f) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY 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 ▇▇▇▇▇▇ VETERANS TRADING COMPANY 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 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 ▇▇▇▇▇▇ VETERANS TRADING COMPANY to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY to prepare and submit any required 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.
(g) Upon completion of performance of this Contract, SELLER and its lower-tier subcontractors shall as directed by LOCKHEED ▇▇▇▇▇▇VETERANS TRADING COMPANY, return or destroy all export controlled technical data, technology, hardware or other items. SELLER shall provide a certificate of destruction for all destroyed items.
(h) SELLER shall include paragraphs (a) through (g) and this paragraph (h) 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 ▇▇▇▇▇▇VETERANS TRADING COMPANY. SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY upon learning that any lower-tier subcontractor with which it engages has become listed on the Restricted Parties List.
(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 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
Export Control. (a) SELLER shall comply with all applicable U.S. export control laws and economic sanctions laws 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 Administration Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598 (collectively, "Trade Control Laws").
(ba) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ BUYER if any deliverable under this Contract Order is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ BUYER any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement BUYER 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 shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement BUYER Representative in writing of any changes to the export classification information of the item or controlled data. SELLER represents that an official authorized to bind the SELLER has determined that the SELLER or the designer, manufacturer, supplier SELLER or other source of the Work Products has properly determined their export classification. SELLER shall also identify on the face of its shipping documentation the Country of Origin and for international shipments, the applicable Harmonized Tariff Schedule number.
(cb) SELLER shall not export, re-export, transfer, disclose or otherwise provide or make accessible LOCKHEED ▇▇▇▇▇▇’▇ BUYER’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 ▇▇▇▇▇▇ BUYER 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 ▇▇▇▇▇▇’▇ BUYER’s technical data and/or hardware. Upon LOCKHEED ▇▇▇▇▇▇’▇ BUYER’s request, SELLER shall demonstrate to LOCKHEED ▇▇▇▇▇▇'▇ BUYER'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 Products provided under this Contract Order include packing, labeling, processing, and/or handling exports for LOCKHEED ▇▇▇▇▇▇BUYER, SELLER shall maintain an auditable process that assures accurate packing, labeling, processing, and handling of such exports. SELLER shall also promptly notify LOCKHEED ▇▇▇▇▇▇ BUYER 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 ▇▇▇▇▇▇ BUYER in any investigation of such failure to comply.
(d) . SELLER hereby 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 BUYER Representative if SELLER, or any parent, subsidiary or affiliate of SELLER 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.
(ec) 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 ITARtheITAR.
(fd) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ BUYER 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 BUYER’s Purchasing 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 governmental restrictions, and the initiation or existence of a U.S. Government investigation, that could affect SELLER's performance under this ContractOrder, or (2) any change by SELLER that might require LOCKHEED ▇▇▇▇▇▇ BUYER to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ BUYER all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ BUYER to prepare and submit any required export license applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this ContractOrder.
(g) 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.
(he) SELLER shall include paragraphs (a) through (g) and this paragraph (h) of this clause or equivalent provisions in lower- lower-tier subcontracts Subcontractors for the delivery of items that will be included in or delivered as Work Products or Services to LOCKHEED ▇▇▇▇▇▇BUYER. SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ BUYER upon learning that any lower-tier subcontractor with which it engages has become listed on the Restricted Parties List.
(if) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's 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: Purchase Agreement, Purchase Agreement
Export Control. (a) SELLER shall comply with all applicable U.S. export control laws and economic sanctions laws 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 Administration Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598 (collectively, "Trade Control Laws").
(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 shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item or controlled 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 ▇▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇’▇ technical data and/or hardware. Upon LOCKHEED ▇▇▇▇▇▇’▇ request, SELLER shall demonstrate to LOCKHEED ▇▇▇▇▇▇'▇ 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.
(d1) SELLER hereby represents that neither SELLER nor any parent, subsidiary subsidiary, affiliate, employee, or affiliate sublicensee or 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, 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 further represents that it shall immediately notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative if SELLER, or ’s status changes with respect to any parent, subsidiary or affiliate of SELLER 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 agencythe foregoing.
(e) In the event of an anticipated change in control of 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 control consistent with applicable law and confidentiality restrictions.
(f) 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.
(fg) 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 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 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.
(gh) 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.
(hi) SELLER shall include paragraphs (a) through (g) and this paragraph (hi) 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.
(ij) 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 2 contracts
Sources: Subcontract/Purchase Order Agreement, General Provisions for Services for Commercial Subcontracts/Purchase Orders
Export Control. (a) a. SELLER shall comply with all applicable U.S. export control laws and economic sanctions laws 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 Administration Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598 (collectively, "Trade Control Laws").
(b) b. SELLER shall notify LOCKHEED ▇▇▇▇▇▇ KLAS if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ KLAS any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ KLAS 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 shall notify the LOCKHEED ▇▇▇▇▇▇ KLAS Procurement Representative in writing of any changes to the export classification information of the item or controlled 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) c. SELLER shall not export, re-export, transfer, disclose or otherwise provide or make accessible LOCKHEED ▇▇▇▇▇▇’▇ KLAS’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 ▇▇▇▇▇▇ KLAS 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 ▇▇▇▇▇▇’▇ ’s technical data and/or hardware. Upon LOCKHEED ▇▇▇▇▇▇’▇ ’s request, SELLER shall demonstrate to LOCKHEED ▇▇▇▇▇▇'▇ KLAS'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 ▇▇▇▇▇▇KLAS, SELLER shall maintain an auditable process that assures accurate packing, labeling, processing, and handling of such exports. SELLER shall also promptly notify LOCKHEED ▇▇▇▇▇▇ KLAS 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 ▇▇▇▇▇▇ KLAS in any investigation of such failure to comply.
(d) 1. SELLER hereby represents that neither SELLER nor any parent, subsidiary subsidiary, affiliate, employee, or affiliate sublicensee or 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, 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 further represents that it shall immediately notify the LOCKHEED ▇▇▇▇▇▇ KLAS Procurement Representative if SELLER, or ’s status changes with respect to any parent, subsidiary or affiliate of the foregoing.
e. In the event of an anticipated change in control of SELLER 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 involving a non-U.S. government entity person or agencyentity, SELLER shall provide KLAS with notice at least 90 days prior to the effectiveness of such change of control consistent with applicable law and confidentiality restrictions.
(e) f. 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.
(f) g. Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ KLAS 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 ▇▇▇▇▇▇ KLAS 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 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 ▇▇▇▇▇▇ KLAS to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ KLAS all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ KLAS to prepare and submit any required 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.
(g) h. 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.
(h) i. SELLER shall include paragraphs (a) through (g) and this paragraph (h) of this clause or equivalent provisions in lower- tier lowertier subcontracts for the delivery of items that will be included in or delivered as Work to LOCKHEED ▇▇▇▇▇▇KLAS. SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ KLAS upon learning that any lower-tier subcontractor with which it engages has become listed on the Restricted Parties List.
(i) 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 2 contracts
Sources: Subcontract/Purchase Order, Subcontract/Purchase Order
Export Control. (a) SELLER shall comply with all applicable U.S. export control laws and economic sanctions laws and regulations, specifically including but not limited to the International Traffic in Arms Regulations (ITAR), 22 C.F.R. 120 et seq.; the Export Administration Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598 (collectively, "Trade Control Laws").
(b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY 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 shall notify the LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY Procurement Representative in writing of any changes to the export classification information of the item or controlled 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 ▇▇▇▇▇▇’▇ VETERANS TRADING COMPANY’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 ▇▇▇▇▇▇ VETERANS TRADING COMPANY 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 ▇▇▇▇▇▇’▇ VETERANS TRADING COMPANY’s technical data and/or hardware. Upon LOCKHEED ▇▇▇▇▇▇’▇ VETERANS TRADING COMPANY’s request, SELLER shall demonstrate to LOCKHEED ▇▇▇▇▇▇'▇ VETERANS TRADING COMPANY’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 ▇▇▇▇▇▇VETERANS TRADING COMPANY, SELLER shall maintain an auditable process that assures accurate packing, labeling, processing, and handling of such exports. SELLER shall also promptly notify LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY 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 ▇▇▇▇▇▇ VETERANS TRADING COMPANY in any investigation of such failure to comply.
(d) SELLER hereby 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 ▇▇▇▇▇▇ VETERANS TRADING COMPANY Procurement Representative if SELLER, or any parent, subsidiary or affiliate of SELLER 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.
(e) 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.
(f) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY Technical Assistance Agreement (TAA) or Manufacturing License Agreement (MLA), license exception or license exemptionexception, collectively, "“Export Authorization," ” SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY 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 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 ▇▇▇▇▇▇ VETERANS TRADING COMPANY to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY to prepare and submit any required 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.
(g) Upon completion of performance of this Contract, SELLER and its lower-tier subcontractors shall as directed by LOCKHEED ▇▇▇▇▇▇VETERANS TRADING COMPANY, return or destroy all export controlled technical data, technology, hardware or other items. SELLER shall provide a certificate of destruction for all destroyed items.
(h) SELLER shall include paragraphs (a) through (g) and this paragraph (h) 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 ▇▇▇▇▇▇VETERANS TRADING COMPANY. SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY upon learning that any lower-tier subcontractor with which it engages has become listed on the Restricted Parties List.
(i) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's ’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: Contract
Export Control. (a) SELLER shall comply with all applicable U.S. export control laws and economic sanctions laws 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 Administration Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598 (collectively, "Trade Control Laws").
(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 shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item or controlled 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 ▇▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇’▇ technical data and/or hardware. Upon LOCKHEED ▇▇▇▇▇▇’▇ request, SELLER shall demonstrate to LOCKHEED ▇▇▇▇▇▇'▇ 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.
(d) (1) SELLER hereby represents that neither SELLER nor any parent, subsidiary subsidiary, affiliate, employee, or affiliate sublicensee or 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, 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 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.
(e) 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.
(f) 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 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 license applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract.
(g) 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.
(h) SELLER shall include paragraphs (a) through (g) and this paragraph (h) 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.
(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 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 with all applicable U.S. export control laws and economic sanctions laws 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 Administration Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598 (collectively, "Trade Control Laws").
(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 shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item or controlled 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 ▇▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇’▇ technical data and/or hardware. Upon LOCKHEED ▇▇▇▇▇▇’▇ anyl odrataallanodf/oLrOChKaHrEdEwDarMeA.RTU request, SELLER shall demonstrate to LOCKHEED ▇▇▇▇▇▇'▇ reasonable satisfaction, SELLER’s and SELLER’s lower-tier -tiMerARTIN subcontractors’ compliance with this clause and all Trade Control Laws. To the extent SELLER’s Work provided under this claoruk psroevidead unndder thais ll 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 lowerbe-tier subcontractors to ctieor smubecosntracatowrs ato re comply with this clause and shall cooperate with LOCKHEED ▇▇▇▇▇▇ in any investigation of such failure to comply.
(d1) SELLER hereby represents that neither SELLER nor any parent, subsidiary subsidiary, affiliate, employee, or affiliate sublicensee or 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 FstoorrEnetiity gn 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 Depart 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 ’s status changes with respect to any parent, subsidiary or affiliate of the f
(e) In the event of an anticipated change in control of SELLER 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 involving a non-U.S. government entity person or agencyentity, SELLER shall provide LOCKHEED ▇▇▇▇▇▇ with notice at least 90 days prior to the effectiveness of such change of control consistent with applicable law and confidentiality restrictions.
(ef) 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.
(fg) 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 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 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.
(gh) 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.
(hi) SELLER shall include paragraphs (a) through (g) and this paragraph (hi) 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.
(ij) 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 Subcontracts/Purchase Orders
Export Control. (a) SELLER shall comply with all applicable U.S. export control laws and economic sanctions laws and regulations, specifically including but not limited to the International Traffic in Arms Regulations (ITAR), 22 C.F.R. 120 et seq.; the Export Administration Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598 (collectively, "Trade Control Laws").
(b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY 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 shall notify the LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY Procurement Representative in writing of any changes to the export classification information of the item or controlled 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 ▇▇▇▇▇▇’▇ VETERANS TRADING COMPANY’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 ▇▇▇▇▇▇ VETERANS TRADING COMPANY 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 ▇▇▇▇▇▇’▇ VETERANS TRADING COMPANY’s technical data and/or hardware. Upon LOCKHEED ▇▇▇▇▇▇’▇ VETERANS TRADING COMPANY’s request, SELLER shall demonstrate to LOCKHEED ▇▇▇▇▇▇'▇ VETERANS TRADING COMPANY'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 ▇▇▇▇▇▇VETERANS TRADING COMPANY, SELLER shall maintain an auditable process that assures accurate packing, labeling, processing, and handling of such exports. SELLER shall also promptly notify LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY 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 ▇▇▇▇▇▇ VETERANS TRADING COMPANY in any investigation of such failure to comply.
(d) SELLER hereby 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 ▇▇▇▇▇▇ VETERANS TRADING COMPANY Procurement Representative if SELLER, or any parent, subsidiary or affiliate of SELLER 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.
(e) 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.
(f) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY 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 ▇▇▇▇▇▇ VETERANS TRADING COMPANY 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 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 ▇▇▇▇▇▇ VETERANS TRADING COMPANY to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY to prepare and submit any required 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.
(g) Upon completion of performance of this Contract, SELLER and its lower-tier subcontractors shall as directed by LOCKHEED ▇▇▇▇▇▇VETERANS TRADING COMPANY, return or destroy all export controlled technical data, technology, hardware or other items. SELLER shall provide a certificate of destruction for all destroyed items.
(h) SELLER shall include paragraphs (a) through (g) and this paragraph (h) 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 ▇▇▇▇▇▇VETERANS TRADING COMPANY. SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY upon learning that any lower-tier subcontractor with which it engages has become listed on the Restricted Parties List.
(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 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: Contract
Export Control. (a) SELLER shall comply with all applicable U.S. export control laws and economic sanctions laws and regulations, specifically including but not limited to the International Traffic in Arms Regulations (ITAR), 22 C.F.R. 120 et seq.; the Export Administration Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598 (collectively, "Trade Control Laws").
(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 shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item or controlled 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 ▇▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇’▇ technical data and/or hardware. Upon LOCKHEED ▇▇▇▇▇▇’▇ request, SELLER shall demonstrate to LOCKHEED ▇▇▇▇▇▇'▇ 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.
(d) SELLER hereby represents that neither SELLER nor any parent, subsidiary subsidiary, affiliate or affiliate 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 will provide prompt notice to LOCKHEED ▇▇▇▇▇▇ Procurement Representative if ▇, 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 SELLER, or any sublicensee or sub-tier supplier of SELLER, which becomes listed or their ownership is listed on any Restricted Party List 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.
(e) 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.
(f) 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 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 license applications. Delays on SELLER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this Contract.
(g) 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.
(h) SELLER shall include paragraphs (a) through (g) and this paragraph (h) 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.
(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 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
Export Control. (a) SELLER SUPPLIER shall comply with all applicable U.S. export control laws and economic sanctions laws 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 Administration Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598 (collectively, "Trade Control Laws").
(b) SELLER SUPPLIER shall notify LOCKHEED ▇▇▇▇▇▇ IMS if any deliverable under this Contract Order is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ IMS any item or data controlled under any of the Trade Control Laws, SELLER SUPPLIER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ Procurement IMS 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 shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement IMS Representative in writing of any changes to the export classification information of the item or controlled data. SELLER SUPPLIER represents that an official authorized to bind the SELLER SUPPLIER has determined that the SELLER SUPPLIER or the designer, manufacturer, supplier SUPPLIER or other source of the Work Products has properly determined their export classification. SUPPLIER shall also identify on the face of its shipping documentation the Country of Origin and for international shipments, the applicable Harmonized Tariff Schedule number.
(c) SELLER SUPPLIER shall not export, re-export, transfer, disclose or otherwise provide or make accessible LOCKHEED ▇▇▇▇▇▇’▇ IMS’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 SUPPLIER receives advance, written authorization from LOCKHEED ▇▇▇▇▇▇ IMS and verification of any required export authorization is in place. SELLER SUPPLIER shall not provide a defense service as defined by the Trade Control Laws using any or all of LOCKHEED ▇▇▇▇▇▇’▇ IMS’s technical data and/or hardware. Upon LOCKHEED ▇▇▇▇▇▇’▇ IMS’s request, SELLER SUPPLIER shall demonstrate to LOCKHEED ▇▇▇▇▇▇'▇ IMS's reasonable satisfaction, SELLERSUPPLIER’s and SELLERSUPPLIER’s lower-tier subcontractors’ compliance with this clause and all Trade Control Laws. To the extent SELLERSUPPLIER’s Work Products provided under this Contract Order include packing, labeling, processing, and/or handling exports for LOCKHEED ▇▇▇▇▇▇IMS, SELLER SUPPLIER shall maintain an auditable process that assures accurate packing, labeling, processing, and handling of such exports. SELLER SUPPLIER shall also promptly notify LOCKHEED ▇▇▇▇▇▇ IMS if it becomes aware of any failure by SELLER SUPPLIER or SELLERSUPPLIER’s lower-tier subcontractors to comply with this clause and shall cooperate with LOCKHEED ▇▇▇▇▇▇ IMS in any investigation of such failure to comply.
(d) SELLER SUPPLIER hereby represents that neither SELLER SUPPLIER nor any parent, subsidiary or affiliate of SELLER SUPPLIER 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 SUPPLIER shall immediately notify the LOCKHEED ▇▇▇▇▇▇ Procurement IMS Representative if SELLERSUPPLIER, or any parent, subsidiary or affiliate of SELLER SUPPLIER becomes listed on any Restricted Party List or if SELLERSUPPLIER'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.
(e) If SELLER SUPPLIER is engaged in the business of exporting manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services, SELLER SUPPLIER 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.
(f) Where SELLER SUPPLIER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ IMS Technical Assistance Agreement (TAA) or Manufacturing License Agreement (MLA), license exception or license exemption, collectively, "Export Authorization," SELLER SUPPLIER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ Procurement IMS’s Purchasing 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 governmental restrictions, and the initiation or existence of a U.S. Government investigation, that could affect SELLERSUPPLIER's performance under this ContractOrder, or (2) any change by SELLER SUPPLIER that might require LOCKHEED ▇▇▇▇▇▇ IMS to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER SUPPLIER shall provide to LOCKHEED ▇▇▇▇▇▇ IMS all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ IMS to prepare and submit any required export license applications. Delays on SELLERSUPPLIER's part to submit the relevant information for export licenses shall not constitute an excusable delay under this ContractOrder.
(g) 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.
(h) SELLER SUPPLIER shall include paragraphs (a) through (g) and this paragraph (h) of this clause or equivalent provisions in lower- lower-tier subcontracts Subcontractors for the delivery of items that will be included in or delivered as Work Products or Services to LOCKHEED ▇▇▇▇▇▇IMS. SELLER SUPPLIER shall immediately notify LOCKHEED ▇▇▇▇▇▇ IMS upon learning that any lower-tier subcontractor with which it engages has become listed on the Restricted Parties List.
(ih) SELLER SUPPLIER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney's attorneys' fees, all expense of litigation and/or settlement, and court costs, arising from any act or omission of SELLERSUPPLIER, 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: Purchase Agreement
Export Control. (a) SELLER shall comply with all applicable U.S. export control laws and economic sanctions laws and regulations, specifically including but not limited to the International Traffic in Arms Regulations (ITAR), 22 C.F.R. 120 et seq.; the Export Administration Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598 (collectively, "Trade Control Laws").
(b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY 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 shall notify the LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY Procurement Representative in writing of any changes to the export classification information of the item or controlled 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 ▇▇▇▇▇▇’▇ VETERANS TRADING COMPANY’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 ▇▇▇▇▇▇ VETERANS TRADING COMPANY 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 ▇▇▇▇▇▇’▇ VETERANS TRADING COMPANY’s technical data and/or hardware. Upon LOCKHEED ▇▇▇▇▇▇’▇ VETERANS TRADING COMPANY’s request, SELLER shall demonstrate to LOCKHEED ▇▇▇▇▇▇'▇ VETERANS TRADING COMPANY '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 ▇▇▇▇▇▇VETERANS TRADING COMPANY, SELLER shall maintain an auditable process that assures accurate packing, labeling, processing, and handling of such exports. SELLER shall also promptly notify LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY if it becomes aware of any failure by SELLER or SELLER’s lower-lower- tier subcontractors to comply with this clause and shall cooperate with LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY in any investigation of such failure to comply.
(d) SELLER hereby 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 ▇▇▇▇▇▇ VETERANS TRADING COMPANY Procurement Representative if SELLER, or any parent, subsidiary or affiliate of SELLER 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.
(e) 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.
(f) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY 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 ▇▇▇▇▇▇ VETERANS TRADING COMPANY 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 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 ▇▇▇▇▇▇ VETERANS TRADING COMPANY to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY to prepare and submit any required 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.
(g) Upon completion of performance of this Contract, SELLER and its lower-tier subcontractors shall as directed by LOCKHEED ▇▇▇▇▇▇VETRANS TRADING COMPANY, return or destroy all export controlled technical data, technology, hardware or other items. SELLER shall provide a certificate of destruction for all destroyed items.
(h) SELLER shall include paragraphs (a) through (g) and this paragraph (h) 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 ▇▇▇▇▇▇VETERANS TRADING COMPANY. SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY upon learning that any lower-tier subcontractor with which it engages has become listed on the Restricted Parties List.
(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 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: Contract
Export Control. (a) SELLER shall comply with all applicable U.S. export control laws and economic sanctions laws and regulations, specifically including but not limited to the International Traffic in Arms Regulations (ITAR), 22 C.F.R. 120 et seq.; the Export Administration Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598 (collectively, "Trade Control Laws").
(b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY 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 shall notify the LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY Procurement Representative in writing of any changes to the export classification information of the item or controlled 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 ▇▇▇▇▇▇’▇ VETERAN TRADING COMPANY’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 ▇▇▇▇▇▇ VETERANS TRADING COMPANY 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 ▇▇▇▇▇▇’▇ VETERANS TRADING COMPANY’s technical data and/or hardware. Upon LOCKHEED ▇▇▇▇▇▇’▇ VETERANS TRADING COMPANY’s request, SELLER shall demonstrate to LOCKHEED ▇▇▇▇▇▇'▇ VETERANS TRADING COMPANY'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 ▇▇▇▇▇▇VETERANS TRADING COMPANY, SELLER shall maintain an auditable process that assures accurate packing, labeling, processing, and handling of such exports. SELLER shall also promptly notify LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY if it becomes aware of any failure by SELLER or SELLER’s lower-lower- tier subcontractors to comply with this clause and shall cooperate with LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY in any investigation of such failure to comply.
(d) SELLER hereby 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 ▇▇▇▇▇▇ VETERANS TRADING COMPANY Procurement Representative if SELLER, or any parent, subsidiary or affiliate of SELLER 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.
(e) 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.
(f) Where SELLER is a party to or signatory under a LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY 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 ▇▇▇▇▇▇ VETERANS TRADING COMPANY 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 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 ▇▇▇▇▇▇ VETERANS TRADING COMPANY to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY to prepare and submit any required 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.
(g) Upon completion of performance of this Contract, SELLER and its lower-tier subcontractors shall as directed by LOCKHEED ▇▇▇▇▇▇VETERANS TRADING COMPANY, return or destroy all export controlled technical data, technology, hardware or other items. SELLER shall provide a certificate of destruction for all destroyed items.
(h) SELLER shall include paragraphs (a) through (g) and this paragraph (h) 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 ▇▇▇▇▇▇VETERANS TRADING COMPANY. SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY upon learning that any lower-tier subcontractor with which it engages has become listed on the Restricted Parties List.
(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 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.
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Sources: Contract
Export Control. (a) SELLER shall comply with all applicable U.S. export control laws and economic sanctions laws and regulations, specifically including but not limited to the International Traffic in Arms Regulations (ITAR), 22 C.F.R. 120 et seq.; the Export Administration Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598 (collectively, "Trade Control Laws").
(b) SELLER shall notify LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY if any deliverable under this Contract is restricted by applicable Trade Control Laws. Before providing LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY any item or data controlled under any of the Trade Control Laws, SELLER shall provide in writing to the LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY 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 shall notify the LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY Procurement Representative in writing of any changes to the export classification information of the item or controlled 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 ▇▇▇▇▇▇’▇ VETERANS TRADING COMPANY’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 ▇▇▇▇▇▇ VETERANS TRADING COMPANY 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 ▇▇▇▇▇▇’▇ VETERANS TRADING COMPANY’s technical data and/or hardware. Upon LOCKHEED ▇▇▇▇▇▇’▇ VETERANS TRADING COMPANY’s request, SELLER shall demonstrate to LOCKHEED ▇▇▇▇▇▇'▇ VETERANS TRADING COMPANY’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 ▇▇▇▇▇▇VETERANS TRADING COMPANY, SELLER shall maintain an auditable process that assures accurate packing, labeling, processing, and handling of such exports. SELLER shall also promptly notify LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY if it becomes aware of any failure by SELLER or SELLER’s lower-lower- tier subcontractors to comply with this clause and shall cooperate with LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY in any investigation of such failure to comply.
(d) SELLER hereby 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 ▇▇▇▇▇▇ VETERANS TRADING COMPANY Procurement Representative if SELLER, or any parent, subsidiary or affiliate of SELLER 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.
(e) 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.
(f) 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, "VETERANS TRADING COMPANY “Export Authorization," ” SELLER shall provide prompt notification to the LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY 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 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 ▇▇▇▇▇▇ VETERANS TRADING COMPANY to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. SELLER shall provide to LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY all information and documentation as may reasonably be required for LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY to prepare and submit any required 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.
(g) Upon completion of performance of this Contract, SELLER and its lower-tier subcontractors shall as directed by LOCKHEED ▇▇▇▇▇▇VETERANS TRADING COMPANY, return or destroy all export controlled technical data, technology, hardware or other items. SELLER shall provide a certificate of destruction for all destroyed items.
(h) SELLER shall include paragraphs (a) through (g) and this paragraph (h) 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 ▇▇▇▇▇▇VETERANS TRADING COMPANY. SELLER shall immediately notify LOCKHEED ▇▇▇▇▇▇ VETERANS TRADING COMPANY upon learning that any lower-tier subcontractor with which it engages has become listed on the Restricted Parties List.
(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 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: Contract
Export Control. (a) SELLER shall comply with all applicable U.S. export control laws and economic sanctions laws 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 Administration Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598 (collectively, "Trade Control Laws").
(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 shall notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative in writing of any changes to the export classification information of the item or controlled 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 ▇▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇’▇ technical data and/or hardware. Upon LOCKHEED ▇▇▇▇▇▇’▇ request, SELLER shall demonstrate to LOCKHEED ▇▇▇▇▇▇'▇ 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.
(d1) SELLER hereby represents that neither SELLER nor any parent, subsidiary subsidiary, affiliate, employee, or affiliate sublicensee or 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, 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 further represents that it shall immediately notify the LOCKHEED ▇▇▇▇▇▇ Procurement Representative if SELLER, or ’s status changes with respect to any parent, subsidiary or affiliate of SELLER 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 agencythe foregoing.
(e) In the event of an anticipated change in control of 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 control consistent with applicable law and confidentiality restrictions.
(f) 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.
(fg) 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 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 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.
(gh) 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.
(hi) SELLER shall include paragraphs (a) through (g) and this paragraph (hi) 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.
(ij) 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