Distributor / Supplier: Import / Export Compliance.
a. Generally. [Distributor / Supplier] acknowledges that any goods, technology or software purchased [from / by] Simpson, including any software, documentation and any related technical data included with, or contained in such goods, and any products utilizing any such goods, technology, software, documentation, or technical data (“Regulated Goods”), are subject to U.S. and non-U.S. import / export and international trade laws, regulations and restrictions (collectively, the “Export Regulations”), including, but not limited to, the U.S. Export Administration Act of 1979, as amended from time to time (the “EAR”), and regulations promulgated thereunder, and the U.S. trade sanction programs, as amended from time to time, of the Office of Foreign Assets Control (“OFAC”). [Distributor /Supplier] agrees to comply fully with the Export Regulations and to obtain any necessary licenses from the applicable U.S. and foreign regulatory authorities.
b. Specific Prohibitions. Without limiting the generality of [Section 1(a)], [Distributor /Supplier] represents and warrants to Simpson that [Distributor / Supplier]: (i) will not [supply or otherwise make available any Regulated Goods to / import, supply or otherwise source any Regulated Goods from] any person that is on the U.S. Department of Commerce’s Denied Persons List or affiliated lists, on the U.S. Department of Treasury’s Specially Designated Nationals List or on any other applicable U.S. or foreign government export exclusion list; and (ii)(for distributors) will not export, supply or otherwise make available, without consent of the U.S. government, any Regulated Goods to any country or national of any country embargoed pursuant to an OFAC trade sanction program or specially designated as an E:1 or E:2 country under the EAR, which include as of the date of this Agreement, without limitation, Iran, Sudan, Cuba, North Korea and Syria, and updates and changes of which are available at (x) https://home.treasury.gov/policy-issues/financial-sanctions/sanctions-p… , and (y)http://www.bis.doc.gov/index.php/policy-guidance/deemed-exports/deemed-… .
c. Exceptions. Certain countries have passed legislation (collectively, “Blocking Legislation”) that prohibits compliance with certain U.S. sanctions and other trade restrictions. If [Distributor / Supplier] believes that any transactions involving any Regulated Goods may be subject to Blocking Legislation, [Distribution /Supplier] shall immediately contact Simpson and shall cooperate with Simpson as reasonably requested to determine the applicability of any Blocking Legislation.
d. Liability. [Distributor / Supplier] shall have exclusive liability for [Distributor’s / Supplier’s] violations of any applicable Export Regulations and agrees to indemnify and hold harmless Simpson, its affiliates, and its and their respective directors, officers, employees, agents and representatives from and against any and all claims, liabilities, damages and expenses of any kind (including, without limitation, the reasonable fees and expenses of attorneys and expert witnesses, the costs of investigation and court costs) suffered or incurred by such persons, directly or indirectly, in connection with, arising from or related to, threatened, brought or instituted, arising out of or in any manner directly or indirectly connected with [Distributors’/ Suppliers’] breach of its obligations, representations and warranties in this [Section 1].