Applicant covenants and agrees that in performing its duties under the Agreement it shall comply with the provisions of all applicable national and local laws, ordinances, regulations and codes in the United States and other countries relevant to its performance hereunder, including without limitation all applicable export control laws and regulations.
Compliance with these laws and regulations includes, but is not limited to, abiding by U.S. Export Administration Regulations (“EAR”) and the laws, regulations, orders, licenses or authorizations administered or enforced by the U.S. Department of Treasury, Office of Foreign Asset Controls (“OFAC”), U.S. Department of Commerce, U.S. Department of State and/or any regulator or governmental authority in any relevant country (collectively “Export Control Laws”).
Applicant represents and warrants that it and its subsidiaries, Affiliates, directors, officers, and employees will not take any action to cause itself, HDBaseT Alliance or any Member of the HDBaseT Alliance, to violate any applicable Export Control Laws.
Applicant further represents and warrants that it and its subsidiaries, Affiliates, directors, officers, and employees are not (i) the subject or target of any sanctions or trade embargos administered or enforced by any relevant government authority, including, but not limited to the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council, the European Union, the Israeli Ministry of Finance, or Her Majesty’s Treasury (collectively, “Sanctions”), (ii) owned 50% or more by or otherwise controlled by, or acting on behalf of one or more persons or entities subject to Sanctions, or (iii) located, organized or resident in a country or territory that is the subject or the target of Sanctions (including but not limited to Cuba, Iran, North Korea, Crimea Region, Lebanon Syria and the following regions in Ukraine: Crimea, Luhansk, Donetsk, Zaporizhzhia and Kherson). Applicant further represents and warrants that it and its subsidiaries, Affiliates, directors, officers, and employees will comply with all applicable Sanctions and will not take any action to cause itself, HDBaseT Alliance or any Member of HDBaseT Alliance to violate Sanctions.
Notwithstanding anything to the contrary and without derogating from any other remedy available to HDBaseT Alliance in law or equity, or otherwise provided under this Agreement, in the event that Applicant violates Sanctions or Export Control Laws or it becomes unlawful under Sanctions or Export Control Laws for HDBaseT Alliance to perform under this Agreement, HDBaseT Alliance may immediately, upon issuance of written notice and with no opportunity to cure, terminate the Agreement, as determined by HDBaseT Alliance in its sole discretion.
