Compliance with Anti-Corruption and Anti-Bribery Laws. Customer confirms and agrees that it operates in compliance with applicable anti-corruption and anti-bribery regulations and laws, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, Canada’s Corruption of Foreign Public Officers Act of 1999, and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business (each as may be amended from time to time) (collectively the “Anti-Corruption Laws”), and that any use, purchase, marketing, sale, or distribution of the [Products and Services] shall at all times comply with such Anti-Corruption Laws. Customer represents and warrants that neither it, nor any of its directors, officers, or employees, when acting on behalf of the Customer, have been convicted of, or investigated for, any offense under the Anti-Corruption Laws or other bribery, corruption, fraud, money laundering, or dishonesty violations. 

Trade Compliance.  Customer confirms and agrees that its use, sale, marketing, transfer, and distribution of the [Products and Services] shall at all times comply with applicable export and re-export laws including, but not limited to, the US Export Administration Regulations (EAR)), the International Traffic in Arms Regulations (“ITAR”), Foreign Assets Control Regulations, and applicable Controlled Goods regulations (collectively the “Export Regulations”).  Any use, sale, marketing, transfer, and distribution of the [Products and Services] shall be subject to obtaining prior authorization in accordance with applicable Export Regulations.  At no time shall the Customer sell, transfer, or otherwise dispose of the [Products and Services] to any third-party subject to sanctions, including any governmental authority, entity, or other party sanctioned by or under the U.S. Office of Foreign Assets Control, U.S. Bureau of Industry and Security, the United Nations Act (Canada), Special Economic Measures Act (Canada), or the Sanctions and Anti-Money Laundering Act 2018 (U.K.).

Customer confirms that it has satisfactory policies and procedures in place to ensure continued compliance with this Section [x].

Notwithstanding any other provision set out in this Contract, any violation of this Section [x] shall be deemed a fundamental breach of the Contract.  In the event Customer violations this Section [x], IMP Solutions it shall be entitled to terminate this Contract upon written notice and terminate all [Orders] without incurring any form of liability.  Customer shall indemnity IMP Solutions and its suppliers, manufacturers, and distributors with respect to any and all liability, fines, costs, or losses arising from its violation with this Section [x].