Covisint Export Control Policy

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Effective as of: March 1, 2004.

This Covisint Export Control Policy applies to each Member who uses the Covisint Exchange ("Exchange"). Certain capitalized terms used herein are defined in the Glossary (requires the free Adobe Acrobat Reader).

Member represents and covenants that: (a) the activities of Member (and/or its parents, subsidiaries, affiliates, agents, contractors or employees who are Authorized Users engaging in transactions through the Exchange on Member's behalf) in connection with transactions on the Exchange shall comply with any and all applicable laws, including the Export Administration Regulations, the International Traffic in Arms Regulations and the regulations administered by the Office of Foreign Assets Control of the Department of the Treasury or other similar U.S. or foreign Laws (collectively, the "Transfer Control Laws"); (b) Member shall defend, indemnify and hold Covisint, its affiliates, subsidiaries, agents, third party suppliers, vendors, contractors, licensors, service providers, and their respective employees, contractors, directors, officers, and shareholders harmless from and against any noncompliance with the Transfer Control Laws, due to the fault of Member and/or Member's parents, subsidiaries, affiliates, agents, contractors or employees who are Authorized Users engaging in transactions through the Exchange on Member's behalf; (c) Member (and/or its parents, subsidiaries, affiliates, agents, contractors or employees who are Authorized Users engaging in transactions through the Exchange on Member's behalf) is not, and never has been, named as a "debarred" party, "denied person or entity" or "embargoed entity" under, or otherwise prohibited from engaging in activities subject to, the Transfer Control Laws; (d) Member shall immediately notify Covisint in the event that Member (and/or its parents, subsidiaries, affiliates, agents, contractors or employees who are Authorized Users engaging in transactions through the Exchange on Member's behalf) is named as a "debarred" party, "denied person or entity" or "embargoed entity" under, or otherwise prohibited from engaging in activities subject to, the Transfer Control Laws; and (e) Member shall engage in transfers through the Exchange in full compliance with all applicable Transfer Control Laws. Member acknowledges and agrees that it is solely responsible for obtaining appropriate legal advice related to its compliance with the Transfer Control Laws and/or the applicability of the Transfer Control Laws to any particular transaction, and that neither Covisint nor its third party suppliers and licensors have any responsibility or liability for the compliance of any transaction executed over the Exchange.

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