Compliance with Law and Export Controls. 15.3.1 As between Red Hat and Partner, Partner will be the importer of record of the Red Hat Products and Services into the countries in which it sells and will be responsible for (a) compliance with all applicable laws, regulations and legal requirements; (b) paying all import duties or tariffs; and (c) obtaining any regulatory approvals and import licenses required by any applicable law. 15.3.2 Partner will comply with all applicable laws and regulations including all applicable anti-corruption laws and regulations, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act (collectively, the “Anti-Corruption Laws”), and will not engage in conduct that would cause Red Hat to violate any law or regulation including the Anti-Corruption Laws. Among other conduct, the Anti-Corruption Laws prohibit Partner, directly or indirectly, from receiving anything of value from, or offering anything of value to, either private parties or government or public officials with the intent that the recipient perform improperly a relevant function or activity or a person be rewarded for improper performance. A government or public official includes employees and officers of a government agency, department or instrumentality as well as the employees or officers of government-owned or government-controlled companies, public international organizations, political parties and candidates for political office. Partner represents and warrants that none of its significant shareholders, owners, partners, officers or directors (“Partner Officials”) is a government or public official and that if any of the Partner Officials becomes a government or public official, Partner will immediately notify Red Hat in writing in accordance with the terms of this Agreement. Partner will not permit its resellers or partners to do anything that would violate or cause Red Hat to violate any law or regulation including the Anti-Corruption Laws. If Red Hat believes that Partner (or any of its resellers or partners) has breached or may breach any of the provisions of this Section or a notice is provided pursuant to this Section, Red Hat can immediately terminate the Agreement or stop performing its obligations (including making payments, if applicable) without any liability to Partner. 15.3.3 Partner agrees that it will not re-export the Red Hat Products, their components or related technical information received from Red Hat except as permitted by the laws and regulations of the United States of America and the laws and regulations of the jurisdiction in which Partner obtained the Red Hat Products or Services, their components or related technical information or that are otherwise applicable. Without limiting the foregoing, Partner will comply with applicable U.S. export laws, regulations and legal requirements. Partner acknowledges that the laws and regulations of the United States may restrict the export and re-export of certain commodities and technical information, including software, of U.S. origins. 15.3.4 As required by U.S. law, Partner represents and warrants that it: (a) understands that certain of the Red Hat Products, their components and related technical information are subject to export controls under the U.S. Export Administration Regulations ("EAR"); (b) is not located in any country listed in Country Group E:1 in Supplement No. 1 to part 740 of the EAR; (c) will not export, re-export or transfer the Red Hat Products, their components or related technical information to (1) any prohibited destination, (2) any end user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government or (3) any end user who Partner knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, or sounding rockets, or unmanned air vehicle systems; (d) understands and agrees that if it is in the United States and exports, re-exports or transfers the Red Hat Products, their components or related technical information to eligible end users, it will, to the extent required by EAR Section 740.17(e), submit semi-annual reports to the U.S. Commerce Department's Bureau of Industry and Security, which include the name and address (including country) of each transferee; and (e) understands that countries including the U.S. may restrict the import, use or export of encryption products (which may include the Red Hat Products, their components or related technical information) and that it will be solely responsible for compliance with any such import, use, or export restrictions. 15.3.5 Partner will not export any Red Hat Product, component or related technical information to a third party or to an Affiliate that is located in a country that is engaged in boycotting activities not sanctioned by the U.S. and will not make any sale that is prohibited under the Anti- boycotting Act (50 USCA 2407, Part 760). 15.3.6 To the extent required by law or to protect the rights of Red Hat, Partner will register this Agreement, at its expense, with any governmental authority requiring such registration, or with which registration is advisable, provided that Red Hat will have the right to review and approve any application for registration prior to its submission to any governmental authority. At Red Hat’s option, Red Hat 15.3.7 Partner acknowledges that Red Hat may be prohibited from providing Services (including maintenance and support) for Red Hat Products, their components and related technical information if Red Hat has knowledge that a violation of the EAR has occurred. The Parties agree to cooperate with each other with respect to any application for any required licenses and approvals; provided, however, that Partner acknowledges it is Partner's ultimate responsibility to comply with any and all export, import and use laws and that Red Hat has no further responsibility after the initial export to Partner.
Appears in 3 contracts
Sources: Isv Certified Partner Agreement, Isv Certified Partner Agreement, Isv Certified Partner Agreement
Compliance with Law and Export Controls. 15.3.1 As between Red Hat and Partner, Partner will be the importer of record of the Red Hat Products and Services into the countries in which it sells and will be responsible for (a) compliance with all applicable laws, regulations and legal requirements; (b) paying all import duties or tariffs; and (c) obtaining any regulatory approvals and import licenses required by any applicable law.
15.3.2 Partner will comply with all applicable laws and regulations including all applicable anti-corruption laws and regulations, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act (collectively, the “Anti-Corruption Laws”), and will not engage in conduct that would cause Red Hat to violate any law or regulation including the Anti-Corruption Laws. Among other conduct, the Anti-Corruption Laws prohibit Partner, directly or indirectly, from receiving anything of value from, or offering anything of value to, either private parties or government or public officials with the intent that the recipient perform improperly a relevant function or activity or a person be rewarded for improper performance. A government or public official includes employees and officers of a government agency, department or instrumentality as well as the employees or officers of government-owned or government-controlled companies, public international organizations, political parties and candidates for political office. Partner represents and warrants that none of its significant shareholders, owners, partners, officers or directors (“Partner Officials”) is a government or public official and that if any of the Partner Officials becomes a government or public official, Partner will immediately notify Red Hat in writing in accordance with the terms of this Agreement. Partner will not permit its resellers or partners to do anything that would violate or cause Red Hat to violate any law or regulation including the Anti-Corruption Laws. If Red Hat believes that Partner (or any of its resellers or partners) has breached or may breach any of the provisions of this Section or a notice is provided pursuant to this Section, Red Hat can immediately terminate the Agreement or stop performing its obligations (including making payments, if applicable) without any liability to Partner.
15.3.3 Partner agrees that it will not re-export the Red Hat Products, their components or related technical information received from Red Hat except as permitted by the laws and regulations of the United States of America and the laws and regulations of the jurisdiction in which Partner obtained the Red Hat Products or Services, their components or related technical information or that are otherwise applicable. Without limiting the foregoing, Partner will comply with applicable U.S. export laws, regulations and legal requirements. Partner acknowledges that the laws and regulations of the United States may restrict the export and re-export of certain commodities and technical information, including software, of U.S. origins.
15.3.4 As required by U.S. law, Partner represents and warrants that it: (a) understands that certain of the Red Hat Products, their components and related technical information are subject to export controls under the U.S. Export Administration Regulations ("EAR"); (b) is not located in any country listed in Country Group E:1 in Supplement No. 1 to part 740 of the EAR; (c) will not export, re-export or transfer the Red Hat Products, their components or related technical information to (1) any prohibited destination, (2) any end user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government or (3) any end user who Partner knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, or sounding rockets, or unmanned air vehicle systems; (d) understands and agrees that if it is in the United States and exports, re-exports or transfers the Red Hat Products, their components or related technical information to eligible end users, it will, to the extent required by EAR Section 740.17(e), submit semi-annual reports to the U.S. Commerce Department's Bureau of Industry and Security, which include the name and address (including country) of each transferee; and (e) understands that countries including the U.S. may restrict the import, use or export of encryption products (which may include the Red Hat Products, their components or related technical information) and that it will be solely responsible for compliance with any such import, use, or export restrictions.
15.3.5 Partner will not export any Red Hat Product, component or related technical information to a third party or to an Affiliate that is located in a country that is engaged in boycotting activities not sanctioned by the U.S. and will not make any sale that is prohibited under the Anti- boycotting Act (50 USCA 2407, Part 760).
15.3.6 To the extent required by law or to protect the rights of Red Hat, Partner will register this Agreement, at its expense, with any governmental authority requiring such registration, or with which registration is advisable, provided that Red Hat will have the right to review and approve any application for registration prior to its submission to any governmental authority. At Red Hat’s option, Red Hat may obtain such registration in its own name. At Red Hat’s request, Partner will withdraw any application or registration of this Agreement that it has filed.
15.3.7 Partner acknowledges that Red Hat may be prohibited from providing Services (including maintenance and support) for Red Hat Products, their components and related technical information if Red Hat has knowledge that a violation of the EAR has occurred. The Parties agree to cooperate with each other with respect to any application for any required licenses and approvals; provided, however, that Partner acknowledges it is Partner's ultimate responsibility to comply with any and all export, import and use laws and that Red Hat has no further responsibility after the initial export to Partner.
Appears in 2 contracts
Sources: Partner Terms and Conditions, Partner Terms and Conditions
Compliance with Law and Export Controls. 15.3.1 As between Red Hat and Partner, Partner will be the importer of record of the Red Hat Products and Services into the countries in which it sells and will be responsible for (a) compliance with all applicable laws, regulations and legal requirements; (b) paying all import duties or tariffs; and (c) obtaining any regulatory approvals and import licenses required by any applicable law.
15.3.2 Partner will comply with all applicable laws and regulations including all applicable anti-corruption laws and regulations, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act (collectively, the “Anti-Corruption Laws”), and will not engage in conduct that would cause Red Hat to violate any law or regulation including the Anti-Corruption Laws. Among other conduct, the Anti-Corruption Laws prohibit Partner, directly or indirectly, from receiving anything of value from, or offering anything of value to, either private parties or government or public officials with the intent that the recipient perform improperly a relevant function or activity or a person be rewarded for improper performance. A government or public official includes employees and officers of a government agency, department or instrumentality as well as the employees or officers of government-owned or government-controlled companies, public international organizations, political parties and candidates for political office. Partner represents and warrants that none of its significant shareholders, owners, partners, officers or directors (“Partner Officials”) is a government or public official and that if any of the Partner Officials becomes a government or public official, Partner will immediately notify Red Hat in writing in accordance with the terms of this Agreement. Partner will not permit its resellers or partners to do anything that would violate or cause Red Hat to violate any law or regulation including the Anti-Anti- Corruption Laws. If Red Hat believes that Partner (or any of its resellers or partners) has breached or may breach any of the provisions of this Section or a notice is provided pursuant to this Section, Red Hat can immediately terminate the Agreement or stop performing its obligations (including making payments, if applicable) without any liability to Partner.
15.3.3 Partner agrees that it will not re-export the Red Hat Products, their components or related technical information received from Red Hat except as permitted by the laws and regulations of the United States of America and the laws and regulations of the jurisdiction in which Partner obtained the Red Hat Products or Services, their components or related technical information or that are otherwise applicable. Without limiting the foregoing, Partner will comply with applicable U.S. export laws, regulations and legal requirements. Partner acknowledges that the laws and regulations of the United States may restrict the export and re-export of certain commodities and technical information, including software, of U.S. origins.
15.3.4 As required by U.S. law, Partner represents and warrants that it: (a) understands that certain of the Red Hat Products, their components and related technical information are subject to export controls under the U.S. Export Administration Regulations ("EAR"); (b) is not located in any country listed in Country Group E:1 in Supplement No. 1 to part 740 of the EAR; (c) will not export, re-export or transfer the Red Hat Products, their components or related technical information to (1) any prohibited destination, (2) any end user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government or (3) any end user who Partner knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, or sounding rockets, or unmanned air vehicle systems; (d) understands and agrees that if it is in the United States and exports, re-exports or transfers the Red Hat Products, their components or related technical information to eligible end users, it will, to the extent required by EAR Section 740.17(e), submit semi-annual reports to the U.S. Commerce Department's Bureau of Industry and Security, which include the name and address (including country) of each transferee; and (e) understands that countries including the U.S. may restrict the import, use or export of encryption products (which may include the Red Hat Products, their components or related technical information) and that it will be solely responsible for compliance with any such import, use, or export restrictions.
15.3.5 Partner will not export any Red Hat Product, component or related technical information to a third party or to an Affiliate that is located in a country that is engaged in boycotting activities not sanctioned by the U.S. and will not make any sale that is prohibited under the Anti- boycotting Act (50 USCA 2407, Part 760).
15.3.6 To the extent required by law or to protect the rights of Red Hat, Partner will register this Agreement, at its expense, with any governmental authority requiring such registration, or with which registration is advisable, provided that Red Hat will have the right to review and approve any application for registration prior to its submission to any governmental authority. At Red Hat’s option, Red Hat may obtain such registration in its own name. At Red Hat’s request, Partner will withdraw any application or registration of this Agreement that it has filed.
15.3.7 Partner acknowledges that Red Hat may be prohibited from providing Services (including maintenance and support) for Red Hat Products, their components and related technical information if Red Hat has knowledge that a violation of the EAR has occurred. The Parties agree to cooperate with each other with respect to any application for any required licenses and approvals; provided, however, that Partner acknowledges it is Partner's ultimate responsibility to comply with any and all export, import and use laws and that Red Hat has no further responsibility after the initial export to Partner.that
Appears in 1 contract
Sources: Reseller Partner Agreement
Compliance with Law and Export Controls. 遵 守 法 律 和 出 口 管 制 。
15.3.1 As between Red Hat and Partner, Partner will be the importer of record of the Red Hat Products and Services into the countries in which it sells and will be responsible for (a) compliance with all applicable laws, regulations and legal requirements; (b) paying all import duties or tariffs; and (c) obtaining any regulatory approvals and import licenses required by any applicable law.
15.3.2 Partner will comply with all applicable laws and regulations including all applicable anti-corruption laws and regulations, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act (collectively, the “Anti-Corruption Laws”), and will not engage in conduct that would cause Red Hat to violate any law or regulation including the Anti-Corruption Laws. Among other conduct, the Anti-Corruption Laws prohibit Partner, directly or indirectly, from receiving anything of value from, or offering anything of value to, either private parties or government or public officials with the intent that the recipient perform improperly a relevant function or activity or a person be rewarded for improper performance. A government or public official includes employees and officers of a government agency, department or instrumentality as well as the employees or officers of government-owned or government-controlled companies, public international organizations, political parties and candidates for political office. Partner represents and warrants that none of its significant shareholders, owners, partners, officers or directors (“Partner Officials”) is a government or public official and that if any of the Partner Officials becomes a government or public official, Partner will immediately notify Red Hat in writing in accordance with the terms of this Agreement. Partner will not permit its resellers or partners to do anything that would violate or cause Red Hat to violate any law or regulation including the Anti-Corruption Laws. If Red Hat believes that Partner (or any of its resellers or partners) has breached or may breach any of the provisions of this Section or a notice is provided pursuant to this Section, Red Hat can immediately terminate the Agreement or stop performing its obligations (including making payments, if applicable) without any liability to Partner.. 合作伙伴将遵守所有适用法律法规,包括美国的《反海外腐败法》和英国的《反贿赂法案》等反腐败法律法规(统称“反腐败法”),不得做出可能会导致红帽违反任何法律或法规(包括反腐败法)的行为。除其它行为外,反腐败法还禁止合作伙伴以使接受方不当履行相关职能或活动为目的,直接或间接从/向私人方或者政府或公职人员收授任何有价之物,或者酬谢某人的不当行为。政府或公职人员包括政府机构、部门或组织的雇员和官员,以及政府所有或者政府控制的公司、国际公共组织、政党以及政治部门候选人的员工或官员。合伙人声明并保证没有重要股东、所有人、合作伙伴、高管或董事(“合作伙伴高管”)是政府或公职人员,如果合作伙伴有任何高管变成政府或公职人员,合作伙伴将立即根据本协议之条款以书面形式通知红帽。合作伙伴将不允许其经销商或合作伙伴做什么会违反或导致红帽违反任何法律或法规(包括反腐败法)的事情。如果红帽认为合作伙伴(或其任何经销商或合作伙伴)已经或可能会违反本节的规定或依据本节提供的通知,红帽可立即终止本协议,或停止履行其义务(包括付款,如适用),而不对合作伙伴承担任何责任。
15.3.3 Partner agrees that it will not re-export the Red Hat Products, their components or related technical information received from Red Hat except as permitted by the laws and regulations of the United States of America and the laws and regulations of the jurisdiction in which Partner obtained the Red Hat Products or Services, their components or related technical information or that are otherwise applicable. Without limiting the foregoing, Partner will comply with applicable U.S. export laws, regulations and legal requirements. Partner acknowledges that the laws and regulations of the United States may restrict the export and re-export of certain commodities and technical information, including software, of U.S. origins.,
15.3.4 As required by U.S. law, Partner represents and warrants that it: (a) understands that certain of the Red Hat Products, their components and related technical information are subject to export controls under the U.S. Export Administration Regulations ("EAR"); (b) is not located in any country listed in Country Group E:1 in Supplement No. 1 to part 740 of the EAR; (c) will not export, re-export or transfer the Red Hat Products, their components or related technical information to (1) any prohibited destination, (2) any end user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government or (3) any end user who Partner knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, or sounding rockets, or unmanned air vehicle systems; (d) understands and agrees that if it is in the United States and exports, re-exports or transfers the Red Hat Products, their components or related technical information to eligible end users, it will, to the extent required by EAR Section 740.17(e), submit semi-annual reports to the U.S. Commerce Department's Bureau of Industry and Security, which include the name and address (including country) of each transferee; and (e) understands that countries including the U.S. may restrict the import, use or export of encryption products (which may include the Red Hat Products, their components or related technical information) and that it will be solely responsible for compliance with any such import, use, or export restrictions.
15.3.5 Partner will not export any Red Hat Product, component or related technical information to a third party or to an Affiliate that is located in a country that is engaged in boycotting activities not sanctioned by the U.S. and will not make any sale that is prohibited under the Anti- boycotting Act . 按照美国法律的要求,合作伙伴声明并保证: (50 USCA 2407, Part 760).
15.3.6 To the extent required by law or to protect the rights of Red Hat, Partner will register this Agreement, at its expense, with any governmental authority requiring such registration, or with which registration is advisable, provided that Red Hat will have the right to review and approve any application for registration prior to its submission to any governmental authority. At Red Hat’s option, Red Hat
15.3.7 Partner acknowledges that Red Hat may be prohibited from providing Services a) 了解某些红帽产品、其组件和相关技术信息受美国商务部《出口管理条例》 (“EAR”)的出口管制;(b) 不在《出口管理条例》第 740 部分附录 1 中的国家/地区分组 E:1 中列出的国家/地区:(c) 不将红帽产品、其组件或相关技术信息出口、再出口或转让至 (including maintenance and support1) for Red Hat Products, their components and related technical information if Red Hat has knowledge that a violation of the EAR has occurred. The Parties agree to cooperate with each other with respect to any application for any required licenses and approvals; provided, however, that Partner acknowledges it is Partner's ultimate responsibility to comply with any and all export, import and use laws and that Red Hat has no further responsibility after the initial export to Partner.任何禁止目的地,(2) 美国政府的任何联邦机构不允许参与美国出口交易的任何最终用户,或者 (3) 合作伙伴知道或有理由知道将利用它们设计、开发或生产核武器或生化武器、火箭系统、航天运载器、探测火箭或无人驾驶的空中运载系统的任何最终用户;(d) 理解并同意,如果其在美国境内向符合要求的最终用户出口、再口或转让红帽产品、其组件和相关技术信息,则必须按上述《出口管理条例》第 740.17
Appears in 1 contract
Sources: Partner Terms and Conditions
Compliance with Law and Export Controls. 15.3.1 As between Red Hat and Partner, Partner will be the importer of record of the Red Hat Products and Services into the countries in which it sells and will be responsible for for
(a) compliance with all applicable laws, regulations and legal requirements; (b) paying all import duties or tariffs; and (c) obtaining any regulatory approvals and import licenses required by any applicable law.
15.3.2 Partner will comply with all applicable laws and other regulations including all applicable anti-corruption laws and regulations, such as that apply to it. Partner will also comply with the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act (collectively, the “Anti-Corruption LawsFCPA”), and will not engage in conduct that would cause Red Hat to violate any law or regulation including . One of the Anti-Corruption Laws. Among other conduct, things the Anti-Corruption Laws prohibit PartnerFCPA prohibits is giving anything of value, directly or indirectly, from receiving anything to a “government official” in order to influence his or her official actions. For purposes of value fromthe FCPA, or offering anything of value to, either private parties or “government or public officials with the intent that the recipient perform improperly a relevant function or activity or a person be rewarded for improper performance. A government or public official official” includes employees and officers of a government agency, department or instrumentality as well as the employees or officers of government-owned or government-controlled companies, public international organizations, political parties parties, and candidates for political office. Partner represents and warrants that none of its significant shareholders, owners, partners, officers or directors (“Partner Officials”) is a government or public official and that if any of the Partner Officials becomes a government or public official, Partner will immediately notify Red Hat in writing in accordance with the terms of this Agreement. Partner will not permit its resellers or partners to do anything that would violate this Section of the Agreement. None of Partner’s significant shareholders, owners, partners, officers, or cause directors is or will become a government official without Red Hat to violate any law or regulation including the Anti-Corruption LawsHat’s prior written approval. If Red Hat believes that Partner (or any of its resellers or partners) has breached or may breach any of the provisions of this Section or a notice is provided pursuant to this Section, Red Hat can immediately terminate the Agreement or stop performing its obligations (including making payments, if applicable) without any liability to Partner.
15.3.3 Partner agrees that it will not re-export the Red Hat Products, their components Products or related any other technical information data received from Red Hat except as permitted by the laws and regulations of the United States of America (“U.S.”) and the laws and regulations of the jurisdiction in which Partner obtained the Red Hat Products or Services, their components or related other technical information data or that are otherwise applicable. Without limiting the foregoing, Partner will comply with applicable U.S. export laws, regulations and legal requirements. Partner acknowledges that the laws and regulations of the United States may restrict the export and re-export of certain commodities and technical informationdata, including software, of U.S. origins.
15.3.4 As required by U.S. law, Partner represents and warrants that it: (a) understands that certain of the Red Hat Products, their components and related technical information Products are subject to export controls under the U.S. Commerce Department’s Export Administration Regulations ("“EAR"”); (b) is not located in any a prohibited destination country listed in Country Group E:1 in Supplement No. 1 to part 740 of under the EAREAR or U.S. sanctions regulations (presently, this includes Cuba, Iran, Iraq, North Korea, Sudan and Syria); (c) will not export, re-export or transfer the Red Hat Products, their components or related technical information Products to (1) any prohibited destination, (2entity or individual without the necessary export license(s) any end user who has been prohibited or authorizations(s) from participating in U.S. export transactions by any federal agency of the U.S. government Government; (d) will not use or (3) transfer the Red Hat Products for use in any end user who Partner knows or has reason to know will utilize them in the design, development or production of sensitive nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, missile technology end-uses unless authorized by the U.S. Government by regulation or sounding rockets, or unmanned air vehicle systemsspecific license; (de) understands and agrees that if it is in the United States U.S. and exports, re-exports or transfers the Red Hat Products, their components or related technical information Products to eligible end usersEnd Users, it will, to the extent as required by EAR Section 740.17(e741.17(e), submit semi-annual reports to the U.S. Commerce Department's ’s Bureau of Industry and & Security, which include the name and address (including country) of each transferee; and (ef) understands that countries including other than the U.S. may restrict the import, use or export of encryption products (which may include the Red Hat Products, their components or related technical information) and that it will be solely responsible for compliance with any such import, use, or export restrictions.
15.3.5 Partner will not export any Red Hat Product, component or related technical information Product to a third party or to an Affiliate that is located in a country that is engaged in boycotting activities not sanctioned by the U.S. and will not make any sale that is prohibited under the Anti- Anti-boycotting Act (50 USCA 2407, Part 760).
15.3.6 To the extent required by law or to protect the rights of Red Hat, Partner will register this Agreement, at its expense, with any governmental authority requiring such registration, or with which registration is advisable, provided that Red Hat will have the right to review and approve any application for registration prior to its submission to any governmental authority. At Red Hat’s option, Red Hat
15.3.7 Partner acknowledges that Red Hat may be prohibited from providing Services (including maintenance and support) for obtain such registration in its own name. At Red Hat ProductsHat’s request, their components and related technical information if Red Hat has knowledge that a violation of the EAR has occurred. The Parties agree to cooperate with each other with respect to Partner will withdraw any application for any required licenses and approvals; provided, however, or registration of this Agreement that Partner acknowledges it is Partner's ultimate responsibility to comply with any and all export, import and use laws and that Red Hat has no further responsibility after the initial export to Partnerfiled.
Appears in 1 contract
Sources: Partner Agreement
Compliance with Law and Export Controls. 15.3.1 16.1 As between Red Hat and Partner, Partner will be the importer of record of the Red Hat Products and Services into the countries in which it sells and will be responsible for (a) compliance with all applicable laws, regulations and legal requirements; (b) paying all import duties or tariffs; and (c) obtaining any regulatory approvals and import licenses required by any applicable law.
15.3.2 16.2 Partner will comply with all applicable laws and regulations including all applicable anti-corruption laws and regulations, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act (collectively, the “Anti-Corruption Laws”), and will not engage in conduct that would cause Red Hat to violate any law or regulation including the Anti-Corruption Laws. Among other conduct, the Anti-Corruption Laws prohibit Partner, directly or indirectly, from receiving anything of value from, or offering anything of value to, either private parties or government or public officials with the intent that the recipient perform improperly a relevant function or activity or a person be rewarded for improper performance. A government or public official includes employees and officers of a government agency, department or instrumentality instrumentality, as well as the employees or officers of government-owned or government-controlled companies, public international organizations, political parties and candidates for political office. Partner represents and warrants that none of its significant shareholders, owners, partners, officers or directors (“Partner Officials”) is a government or public official and that if any of the Partner Officials becomes a government or public official, Partner will immediately notify Red Hat in writing in accordance with the terms of this Agreement. Partner will not permit its resellers or partners to do anything that would violate or cause Red Hat to violate any law or regulation including the Anti-Corruption Laws. If Red Hat believes that Partner (or any of its resellers or partners) has breached or may breach any of the provisions of this Section or a notice is provided pursuant to this Section, Red Hat can may immediately terminate the Agreement or stop performing its obligations (including making payments, if applicable) without any liability to Partner.
15.3.3 Partner agrees that it will not re-export the Red Hat Products, their components or related technical information received from Red Hat except as permitted by the laws and regulations of the United States of America and the laws and regulations of the jurisdiction in which Partner obtained the Red Hat Products or Services, their components or related technical information or that are otherwise applicable. Without limiting the foregoing, Partner will comply with applicable U.S. export laws, regulations and legal requirements. Partner acknowledges that the laws and regulations of the United States may restrict the export and re-export of certain commodities and technical information, including software, of U.S. origins.
15.3.4 16.3.1 As required by U.S. law, Partner represents and warrants that it: (a) understands that certain countries, including the U.S., may restrict the import, use or export of the encryption products and other controlled materials (which may include Red Hat Products, their components and Services or related technical information information) (“Controlled Materials”); certain of the Controlled Materials are of U.S. origin and subject to export controls under the U.S. Export Administration Regulations (the "EAR"); (b) is not located in any country listed in Country Group E:1 in Supplement No. 1 to part 740 of the EAR; (c) will not export, re-export or transfer the Red Hat Products, their components or related technical information Controlled Materials to (1) any prohibited destination, (2) any end user anyone who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government or (3) any end user who Partner knows or has reason to know will utilize use them in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, or sounding rockets, or unmanned air vehicle systems; and (d) understands and agrees that if it is in the United States and exports, re-exports or transfers the Red Hat Products, their components or related technical information Controlled Materials to eligible end users, it will, to the extent required by EAR Section 740.17(e), submit semi-annual reports to the U.S. Commerce Department's Bureau of Industry and Security, which that include the name and address (including country) of each transferee; and (e) understands that countries including the U.S. may restrict the import, use or export of encryption products (which may include the Red Hat Products, their components or related technical information) and that it will be solely responsible for compliance with any such import, use, or export restrictions.
15.3.5 16.3.2 Partner will not export engage in any Red Hat Product, component or related technical information to a third party or to an Affiliate that is located in a country that is engaged in boycotting activities not sanctioned by the U.S. and will not make any sale activity that is prohibited under the Anti- Anti-boycotting Act (50 USCA 2407, Part 760).
15.3.6 To the extent required by law or to protect the rights of Red Hat, Partner will register this Agreement, at its expense, with any governmental authority requiring such registration, or with which registration is advisable, provided that Red Hat will have the right to review and approve any application for registration prior to its submission to any governmental authority. At Red Hat’s option, Red Hat
15.3.7 16.3.3 Partner acknowledges that Red Hat may be prohibited from providing Services (including maintenance and supportControlled Material(s) for Red Hat Products, their components and related technical information if Red Hat has knowledge or reason to believe that a violation of the EAR applicable law will or has occurred. The Parties agree to cooperate with each other with respect to any application for any required licenses and approvals; provided, however, that Partner acknowledges it is Partner's ultimate responsibility to comply with any and all export, import and use laws and that Red Hat has no further responsibility after the initial export to Partner.
Appears in 1 contract
Sources: Partner Terms and Conditions
Compliance with Law and Export Controls. 15.3.1 As between Red Hat and Partner, Partner will be the importer of record of the Red Hat Products and Services into the countries in which it sells and will be responsible for (a) compliance with all applicable laws, regulations and legal requirements; (b) paying all import duties or tariffs; and (c) obtaining any regulatory approvals and import licenses required by any applicable law.
15.3.2 Partner will comply with all applicable laws and other regulations including all applicable anti-corruption laws and regulations, such as that apply to it. Partner will also comply with the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act (collectively, the “Anti-Corruption LawsFCPA”), and will not engage in conduct that would cause Red Hat to violate any law or regulation including . One of the Anti-Corruption Laws. Among other conduct, things the Anti-Corruption Laws prohibit PartnerFCPA prohibits is giving anything of value, directly or indirectly, from receiving anything to a “government official” in order to influence his or her official actions. For purposes of value fromthe FCPA, or offering anything of value to, either private parties or “government or public officials with the intent that the recipient perform improperly a relevant function or activity or a person be rewarded for improper performance. A government or public official official” includes employees and officers of a government agency, department governmentowned or instrumentality as well as the employees or officers of government-owned or government-controlled governmentcontrolled companies, public international organizations, political parties parties, and candidates for political office. Partner represents and warrants that none of its significant shareholders, owners, partners, officers or directors (“Partner Officials”) is a government or public official and that if any of the Partner Officials becomes a government or public official, Partner will immediately notify Red Hat in writing in accordance with the terms of this Agreement. Partner will not permit its resellers or partners to do anything that would violate this Section of the Agreement. None of Partner’s significant shareholders, owners, partners, officers, or cause directors is or will become a government official without Red Hat to violate any law or regulation including the Anti-Corruption LawsHat’s prior written approval. If Red Hat believes that Partner (or any of its resellers or partners) has breached or may breach any of the provisions of this Section or a notice is provided pursuant to this Section, Red Hat can immediately terminate the Agreement or stop performing its obligations (including making payments, if applicable) without any liability to Partner.
15.3.3 Partner agrees that it will not re-export reexport the Red Hat Products, their components Products or related any other technical information data received from Red Hat except as permitted by the laws and regulations of the United States of America (“U.S.”) and the laws and regulations of the jurisdiction in which Partner obtained the Red Hat Products or Services, their components or related other technical information data or that are otherwise applicable. Without limiting the foregoing, Partner will comply with applicable U.S. export laws, regulations and legal requirements. Partner acknowledges that the laws and regulations of the United States may restrict the export and re-export reexport of certain commodities and technical informationdata, including software, of U.S. origins.
15.3.4 As required by U.S. law, Partner represents and warrants that it: (a) understands that certain of the Red Hat Products, their components and related technical information Products are subject to export controls under the U.S. Commerce Department’s Export Administration Regulations ("“EAR"”); (b) is not located in any a prohibited destination country listed in Country Group E:1 in Supplement No. 1 to part 740 of under the EAREAR or U.S. sanctions regulations (presently, this includes Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria); (c) will not export, re-export reexport or transfer the Red Hat Products, their components or related technical information Products to (1) any prohibited destination, (2entity or individual without the necessary export license(s) any end user who has been prohibited or authorizations(s) from participating in U.S. export transactions by any federal agency of the U.S. government Government; (d) will not use or (3) transfer the Red Hat Products for use in any end user who Partner knows or has reason to know will utilize them in the design, development or production of sensitive nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, missile technology enduses unless authorized by the U.S. Government by regulation or sounding rockets, or unmanned air vehicle systemsspecific license; (de) understands and agrees that if it is in the United States U.S. and exports, re-exports or transfers the Red Hat Products, their components or related technical information Products to eligible end usersEnd Users, it will, to the extent as required by EAR Section 740.17(e741.17(e), submit semi-annual semiannual reports to the U.S. Commerce Department's ’s Bureau of Industry and & Security, which include the name and address (including country) of each transferee; and (ef) understands that countries including other than the U.S. may restrict the import, use or export of encryption products (which may include the Red Hat Products, their components or related technical information) and that it will be solely responsible for compliance with any such import, use, or export restrictions.
15.3.5 Partner will not export any Red Hat Product, component or related technical information Product to a third party or to an Affiliate that is located in a country that is engaged in boycotting activities not sanctioned by the U.S. and will not make any sale that is prohibited under the Anti- boycotting Antiboycotting Act (50 USCA 2407, Part 760).
15.3.6 To the extent required by law or to protect the rights of Red Hat, Partner will register this Agreement, at its expense, with any governmental authority requiring such registration, or with which registration is advisable, provided that Red Hat will have the right to review and approve any application for registration prior to its submission to any governmental authority. At Red Hat’s option, Red Hat
15.3.7 Partner acknowledges that Red Hat may be prohibited from providing Services (including maintenance and support) for obtain such registration in its own name. At Red Hat ProductsHat’s request, their components and related technical information if Red Hat has knowledge that a violation of the EAR has occurred. The Parties agree to cooperate with each other with respect to Partner will withdraw any application for any required licenses and approvals; provided, however, or registration of this Agreement that Partner acknowledges it is Partner's ultimate responsibility to comply with any and all export, import and use laws and that Red Hat has no further responsibility after the initial export to Partnerfiled.
Appears in 1 contract
Sources: Partner Agreement
Compliance with Law and Export Controls. 遵 守 法 律 和 出 口 管 制 。
15.3.1 As between Red Hat and Partner, Partner will be the importer of record of the Red Hat Products and Services into the countries in which it sells and will be responsible for (a) compliance with all applicable laws, regulations and legal requirements; (b) paying all import duties or tariffs; and (c) obtaining any regulatory approvals and import licenses required by any applicable law.
15.3.2 Partner will comply with all applicable laws and regulations including all applicable anti-corruption laws and regulations, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act (collectively, the “Anti-Corruption Laws”), and will not engage in conduct that would cause Red Hat to violate any law or regulation including the Anti-Corruption Laws. Among other conduct, the Anti-Corruption Laws prohibit Partner, directly or indirectly, from receiving anything of value from, or offering anything of value to, either private parties or government or public officials with the intent that the recipient perform improperly a relevant function or activity or a person be rewarded for improper performance. A government or public official includes employees and officers of a government agency, department or instrumentality as well as the employees or officers of government-owned or government-controlled companies, public international organizations, political parties and candidates for political office. Partner represents and warrants that none of its significant shareholders, owners, partners, officers or directors (“Partner Officials”) is a government or public official and that if any of the Partner Officials becomes a government or public official, Partner will immediately notify Red Hat in writing in accordance with the terms of this Agreement. Partner will not permit its resellers or partners to do anything that would violate or cause Red Hat to violate any law or regulation including the Anti-Corruption Laws. If Red Hat believes that Partner (or any of its resellers or partners) has breached or may breach any of the provisions of this Section or a notice is provided pursuant to this Section, Red Hat can immediately terminate the Agreement or stop performing its obligations (including making payments, if applicable) without any liability to Partner.. 合作伙伴将遵守所有适用法律法规,包括美国的《反海外腐败法》和英国的《反贿赂法案》等反腐败法律法规(统称“反腐败法”),不得做出可能会导致红帽违反任何法律或法规(包括反腐败法)的行为。除其它行为外,反腐败法还禁止合作伙伴以使接受方不当履行相关职能或活动为目的,直接或间接从/向私人方或者政府或公职人员收授任何有价之物,或者酬谢某人的不当行为。政府或公职人员包括政府机构、部门或组织的雇员和官员,以及政府所有或者政府控制的公司、国际公共组织、政党以及政治部门候选人的员工或官员。合伙人声明并保证没有重要股东、所有人、合作伙伴、高管或董事(“合作伙伴高管”)是政府或公职人员,如果合作伙伴有任何高管变成政府或公职人员,合作伙伴将立即根据本协议之条款以书面形式通知红帽。合作伙伴将不允许其经销商或合作伙伴做什么会违反或导致红帽违反任何法律或法规(包括反腐败法)的事情。如果红帽认为合作伙伴(或其任何经销商或合作伙伴)已经或可能会违反本节的规定或依据本节提供的通知,红帽可立即终止本协议,或停止履行其义务(包括付款,如适用),而不对合作伙伴承担任何责任。
15.3.3 Partner agrees that it will not re-export the Red Hat Products, their components or related technical information received from Red Hat except as permitted by the laws and regulations of the United States of America and the laws and regulations of the jurisdiction in which Partner obtained the Red Hat Products or Services, their components or related technical information or that are otherwise applicable. Without limiting the foregoing, Partner will comply with applicable U.S. export laws, regulations and legal requirements. Partner acknowledges that the laws and regulations of the United States may restrict the export and re-export of certain commodities and technical information, including software, of U.S. origins.
15.3.4 As required by U.S. law, Partner represents and warrants that it: (a) understands that certain of the Red Hat Products, their components and related technical information are subject to export controls under the U.S. Export Administration Regulations ("EAR"); (b) is not located in any country listed in Country Group E:1 in Supplement No. 1 to part 740 of the EAR; (c) 按照美国法律的要求,合作伙伴声明并保证: (a) 了解某些红帽产品、其组件和相关技术信息受美国商务部《出口管理条例》 (“EAR”)的出口管制;(b) 不在《出口管理条例》第 740 部分附录 1 中的国家/地区分组 E:1 中列出的国家/地区:(c) 不将红帽产品、其组件或相关技术信息出口、再出口或转让至 (1) 任何禁止 will not export, re-export or transfer the Red Hat Products, their components or related technical information to (1) any prohibited destination, (2) any end user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government or (3) any end user who Partner knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, or sounding rockets, or unmanned air vehicle systems; (d) understands and agrees that if it is in the United States and exports, re-exports or transfers the Red Hat Products, their components or related technical information to eligible end users, it will, to the extent required by EAR Section 740.17(e), submit semi-annual reports to the U.S. Commerce Department's Bureau of Industry and Security, which include the name and address (including country) of each transferee; and (e) understands that countries including the U.S. may restrict the import, use or export of encryption products (which may include the Red Hat Products, their components or related technical information) and that it will be solely responsible for compliance with any such import, use, or export restrictions.
15.3.5 Partner will not export any Red Hat Product, component or related technical information to a third party or to an Affiliate that is located in a country that is engaged in boycotting activities not sanctioned by the U.S. and will not make any sale that is prohibited under the Anti- boycotting Act . 目的地,(2) 美国政府的任何联邦机构不允许参与美国出口交易的任何最终用户,或者 (50 USCA 2407, Part 760).
15.3.6 To the extent required by law or to protect the rights of Red Hat, Partner will register this Agreement, at its expense, with any governmental authority requiring such registration, or with which registration is advisable, provided that Red Hat will have the right to review and approve any application for registration prior to its submission to any governmental authority. At Red Hat’s option, Red Hat
15.3.7 Partner acknowledges that Red Hat may be prohibited from providing Services (including maintenance and support3) for Red Hat Products, their components and related technical information if Red Hat has knowledge that a violation of the EAR has occurred. The Parties agree to cooperate with each other with respect to any application for any required licenses and approvals; provided, however, that Partner acknowledges it is Partner's ultimate responsibility to comply with any and all export, import and use laws and that Red Hat has no further responsibility after the initial export to Partner.合作伙伴知道或有理由知道将利用它们设计、开发或生产核武器或生化武器、火箭系统、航天运载器、探测火箭或无人驾驶的空中运载系统的任何最终用户;(d) 理解并同意,如果其在美国境内向符合要求的最终用户出口、再口或转让红帽产品、其组件和相关技术信息,则必须按上述《出口管理条例》第 740.17
Appears in 1 contract
Sources: Partner Terms and Conditions
Compliance with Law and Export Controls. 15.3.1 14.1 As between Red Hat Docker and PartnerReseller, Partner Reseller will be the importer of record of the Red Hat Products and Services into the countries in which it sells and will be responsible for (a) compliance with all applicable laws, regulations and legal requirements; (b) paying all import duties or tariffs; and (c) obtaining any regulatory approvals and import licenses required by any applicable law.
15.3.2 Partner 14.2 Reseller will comply with all applicable laws and regulations including (i) Applicable Data Protection Law, and (ii) all applicable anti-corruption laws and regulations, such as the U.S. Foreign Corrupt Practices Act and Act, the U.K. Bribery Act Act, and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (collectively, the “"Anti-Corruption Laws”"), and will not engage in conduct that would cause Red Hat Docker to violate any law or regulation including the Anti-Corruption Laws. Among other conduct, the Anti-Corruption Laws prohibit PartnerReseller, directly or indirectly, from receiving anything of value from, or offering anything of value to, either private parties or government or public officials with the intent that the recipient perform improperly a relevant function or activity or a person be rewarded for improper performance. A government or public official includes employees and officers of a government agency, department or instrumentality as well as the employees or officers of government-owned or government-controlled companies, public international organizations, political parties and candidates for political office. Partner Reseller represents and warrants that none of its significant shareholders, owners, partnersResellers, officers or directors (“Partner "Reseller Officials”") is a government or public official and that if any of the Partner Reseller Officials becomes a government or public official, Partner Reseller will immediately notify Red Hat Docker in writing in accordance with the terms of this Agreement. Partner Reseller will not permit its resellers or partners to do anything that would violate or cause Red Hat Docker to violate any law or regulation including the Anti-Corruption Laws. If Red Hat Docker believes that Partner Reseller (or any of its resellers or partners) has breached or may breach any of the provisions of this Section section or a notice is provided pursuant to this Sectionsection, Red Hat Docker can immediately terminate the this Agreement or stop performing its obligations (including making payments, if applicable) without any liability to PartnerReseller.
15.3.3 Partner 14.3 Reseller agrees that it will not re-export the Red Hat Products, their components or related technical information received from Red Hat Docker except as permitted by the laws and regulations of the United States of America and the laws and regulations of the jurisdiction in which Partner Reseller obtained the Red Hat Products or ServicesProducts, their components or related technical information or that are otherwise applicable. Without limiting the foregoing, Partner Reseller will comply with applicable U.S. export laws, regulations and legal requirements. Partner Reseller acknowledges that the laws and regulations of the United States may restrict the export and re-export of certain commodities and technical information, including software, of U.S. origins.
15.3.4 As required by U.S. law, Partner represents and warrants that it: (a) 14.5 Reseller understands that certain of the Red Hat Products, their components and related technical information Products are subject to United States export controls under administered by the U.S. Export Administration Regulations ("EAR"); (b) is not located in any country listed in Country Group E:1 in Supplement NoDepartment of Commerce and the United States Department of Treasury Office of Foreign Assets Control. 1 to part 740 of the EAR; (c) will not export, re-export or transfer the Red Hat Products, their components or related technical information to (1) any prohibited destination, (2) any end user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government or (3) any end user who Partner knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, or sounding rockets, or unmanned air vehicle systems; (d) understands Reseller acknowledges and agrees that if it is in the Products shall not be used, transferred or otherwise exported or re-exported to countries as to which the United States States, maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Entity List, Denied Persons List, or Unverified List, or the U.S. Department of State's Nonproliferation Sanctions list (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using or distributing the Products, Reseller represents and warrants that neither Reseller nor any party to whom Reseller exports, re-exports or transfers the Red Hat ProductsProducts is located in, their components or related technical information to eligible end users, it will, to under the extent required by EAR Section 740.17(e), submit semi-annual reports to the U.S. Commerce Department's Bureau of Industry and Security, which include the name and address (including country) of each transferee; and (e) understands that countries including the U.S. may restrict the import, use or export of encryption products (which may include the Red Hat Products, their components or related technical information) and that it will be solely responsible for compliance with any such import, usecontrol of, or a national or resident of an Embargoed Country or Designated National. Reseller agrees to comply strictly with all U.S. export restrictions.
15.3.5 Partner will not laws and assume sole responsibility for obtaining United States government export any Red Hat Product, component licenses to export or related technical information to a third party or to an Affiliate that is located in a country that is engaged in boycotting activities not sanctioned by the U.S. and will not make any sale that is prohibited under the Anti- boycotting Act (50 USCA 2407, Part 760).
15.3.6 To the extent required by law or to protect the rights of Red Hat, Partner will register this Agreement, at its expense, with any governmental authority requiring such registration, or with which registration is advisable, provided that Red Hat will have the right to review and approve any application for registration prior to its submission to any governmental authority. At Red Hat’s option, Red Hat
15.3.7 Partner acknowledges that Red Hat re-export as may be prohibited required. Reseller will defend, indemnify, and hold harmless Docker and its suppliers and licensors from providing Services (including maintenance and support) for Red Hat Products, their components and related technical information if Red Hat has knowledge that a against any violation of the EAR has occurred. The Parties agree to cooperate with each other with respect to such laws or regulations by Reseller or any application for any required licenses and approvals; providedof its agents, howeverofficers, that Partner acknowledges it is Partner's ultimate responsibility to comply with any and all export, import and use laws and that Red Hat has no further responsibility after the initial export to Partnerdirectors or employees.
Appears in 1 contract
Sources: Reseller Agreement
Compliance with Law and Export Controls. 15.3.1 As between Red Hat and Partner, Partner will be the importer of record of the Red Hat Products and Services into the countries in which it sells or makes them available and will be responsible for (a) compliance with all applicable laws, regulations and legal requirements; (b) paying all import duties or tariffs; and (c) obtaining any regulatory approvals and import licenses and consents as required by any applicable law.
15.3.2 Partner will comply with all applicable laws and regulations including all applicable anti-corruption laws and regulations, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010 (collectively, the “Anti-Corruption Laws”), shall comply with any Red Hat anti-corruption policies as updated from time to time, and will shall have and shall maintain in place (and, where appropriate, enforce) throughout the Term of this Agreement its own policies and procedures to ensure compliance with the Anti-Corruption Laws. Partner shall not engage in conduct that would cause Red Hat or Red Hat Inc. to violate any law or regulation including the Anti-Corruption Laws. Among other conduct, the Anti-Corruption Laws prohibit PartnerPartner shall not, directly or indirectly, from receiving receive anything of value from, or offering offer anything of value to, either private parties or government or public officials with the intent that the recipient such person perform improperly a relevant function or activity or a person be rewarded for improper performance. A government or public official includes employees and officers of a government agency, department or instrumentality as well as the employees or officers of government-owned or government-controlled companies, public international organizations, political parties and candidates for political office. Partner represents and warrants that none of its significant shareholders, owners, partners, officers or directors (“Partner Officials”) is a government or public official and that if any of the Partner Officials becomes a government or public official, Partner will immediately notify Red Hat in writing in accordance with the terms of this Agreement. Partner will not permit its resellers or partners to do anything that would violate or cause Red Hat or Red Hat Inc. to violate any law or regulation including the Anti-Anti- Corruption Laws. Partner will immediately notify Red Hat in writing in accordance with the terms of this Agreement if it becomes aware of any breach by it of this Section or of any request or demand for any undue financial or other advantage of any kind received by it in connection with the performance of this Agreement. If Red Hat believes that Partner (or any of its resellers or partners) has breached or may breach any of the provisions of this Section or a notice is provided pursuant to this Section, Red Hat can immediately terminate the Agreement or stop performing its obligations (including making payments, if applicable) without any liability to Partner.
15.3.3 Partner agrees that it will not re-export the Red Hat Products, their components or related technical information received from Red Hat except as permitted by the laws and regulations of the United States of America America, the laws and regulations of England and the laws and regulations of the jurisdiction in which Partner obtained the Red Hat Products or Services, their components or related technical information or that are otherwise applicable. Without limiting the foregoing, Partner will comply with all applicable U.S. and English export laws, regulations and legal requirements. Partner acknowledges that the such laws and regulations of the United States may restrict the export and re-export of certain commodities and technical information, including software, of U.S. origins.
15.3.4 As required by U.S. law, Partner represents and warrants that it: (a) understands that certain of the Red Hat Products, their components and related technical information are subject to export controls under the U.S. Export Administration Regulations ("EAR"); (b) is not located in any country listed in Country Group E:1 in Supplement No. 1 to part 740 of the EAR; (c) will not export, re-export or transfer the Red Hat Products, their components or related technical information to (1) any prohibited destination, (2) any end user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government or (3) any end user who Partner knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, or sounding rockets, or unmanned air vehicle systems; (d) understands and agrees that if it is in the United States and exports, re-exports or transfers the Red Hat Products, their components or related technical information to eligible end users, it will, to the extent required by EAR Section 740.17(e), submit semi-annual reports to the U.S. Commerce Department's Bureau of Industry and Security, which include the name and address (including country) of each transferee; and (e) understands that countries including the U.S. may restrict the import, use or export of encryption products (which may include the Red Hat Products, their components or related technical information) and that it will be solely responsible for compliance with any such import, use, or export restrictions.
15.3.5 Partner will not export any Red Hat Product, component or related technical information to a third party or to an Affiliate that is located in a country that is engaged in boycotting activities not sanctioned by the U.S. and will not make any sale that is prohibited under the Anti- U.S. Anti-boycotting Act (50 USCA 2407, Part 760)) or which is prohibited under any English law or regulation or otherwise prohibited by the UK government.
15.3.6 To the extent required by law or to protect the rights of Red Hat, Partner will register this Agreement, at its expense, with any governmental authority requiring such registration, or with which registration is advisable, provided that Red Hat will have the right to review and approve any application for registration prior to its submission to any governmental authority. At Red Hat’s option, Red Hat may obtain such registration in its own name. At Red Hat’s request, Partner will withdraw any application or registration of this Agreement that it has filed.
15.3.7 Partner acknowledges that Red Hat may be prohibited from providing Services (including maintenance and support) for Red Hat Products, their components and related technical information if Red Hat has knowledge that a violation of the EAR has occurred. The Parties agree to cooperate with each other with respect to any application for any required licenses and approvals; provided, however, that Partner acknowledges it is Partner's ultimate responsibility to comply with any and all export, import and use laws and that Red Hat has no further responsibility after the initial export to Partner.
Appears in 1 contract
Sources: Partner Terms and Conditions