Terms and Conditions

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 I. Reports and Advice 

Use and purpose of advice and reports – Any advice given, or report issued by COMPANY is provided solely for your use and benefit and only in connection with the purpose in respect of which the Services are provided and delineated in an SOW. Unless required by law, you shall not provide any advice given or report issued by COMPANY to any third party, or refer to COMPANY or the Services, without our prior written consent. In no event, regardless of whether consent has been provided, shall COMPANY assume any responsibility to any third party to which any advice or report is disclosed or otherwise made available. 

II. Information and Assistance

(a) Provision of information and assistance – Our performance of the Services is dependent upon your providing COMPANY with accurate information, cooperation, 

and assistance as COMPANY may reasonably require from time to time. 

(b) Punctual and accurate information – You shall use your best efforts and reasonable skill, care, and attention to ensure that all information COMPANY may reasonably require is provided on a timely basis and is accurate and complete and relevant for the purpose for which it is required. You shall also notify COMPANY if you subsequently learn that the information provided is incorrect or inaccurate or otherwise should not be relied upon. 

III. Additional Services

(a) Responsibility for other parties:

1. Except as provided in an SOW, COMPANY shall not be responsible for providing or reviewing the advice or services of any third party, including advice regarding legal or regulatory matters. Further, COMPANY acknowledges that COMPANY is not authorized under the Agreement to engage any third party to provide Services or advice to you. 

IV. Confidentiality / Non-Solicitation / Non-Compete / Trade Secrets 

(a) Mutual Restrictions on Confidential Information – Disclosing confidential information – Either party will be entitled to disclose confidential information of the other to a third party to the extent that this is required by valid legal process. 

(b) Data Protection: If any COMPANY Agreement involves the processing of personal data (also referred to herein as personal information) (i) as governed by Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, the terms of the EU Data Protection shall apply to this engagement and it shall form an integral part of this Agreement and (ii) as governed by the California Consumer Privacy Act, the terms of the California Data Protection and the Privacy provision on the COMPANY website shall apply to this engagement and it shall form an integral part of this Agreement.

(c) Confidential Information: For purposes of this Agreement, “Confidential Information” means any information which is disclosed during the Disclosure Period (as defined below) including Trade Secrets and which is or should be reasonably understood to be confidential or proprietary to COMPANY or Signatory, that the Parties identify in writing as confidential, as well as all information generated by the Disclosing Party or by its officers, directors, partners, employees, affiliates, agents or representatives, as applicable. “Confidential Information” does not include information that the receiving Party can establish: 

1. is now or subsequently becomes generally available to the public through no fault or breach on the part of the receiving Party; 

2. the receiving Party can demonstrate to have had rightfully in its possession without an obligation of confidentiality prior to disclosure hereunder. 

3. is independently developed by the receiving Party without the use of any Confidential Information of disclosing Party as evidenced by written documentation. 

(d) Use of Confidential Information: Neither Party shall make use of the others Confidential Information other than for the purpose of any and all transactions and specific projects between the Parties pursuant to a Statement of Work (SOW) (the “SOW Project”). For the avoidance of doubt, neither Parties' employees, consultants or representatives will publish any information disclosed by, or specifically attributed to, the other Party, including, without limitation, in any written article or other publication, without the prior written consent of such Party.

(e) Disclosure Period: This Agreement pertains to Confidential Information that is disclosed during the period commencing with the Effective Date of the Engagement Contract and ending five (5) years after the Effective Date (the “Disclosure Period”), and automatically renew in five (5) year increments unless terminated in writing by the Parties.

(f) Standard of Care; Privileged Information: Each Party agrees to use the same degree of care that it uses to protect its own highly confidential information from unauthorized disclosure, but in no event less than a reasonable degree of care.

(g) Attorney-Client Privilege: To the extent that any Confidential Information may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the Parties understand and agree that the Parties have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Confidential Information provided by the other Party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges and this Agreement. 

V. NON-COMPETE AND NON-SOLICITATION (“NC/NS”) 

(a)  Non-Compete: Executive Employees and Independent Contractors who have direct access to COMPANY proprietary and confidential information (generally “Employee”) shall not, during Employee’s employment with COMPANY and for a period of twelve (12) months following the termination of Employee’s employment, whether such termination is voluntary or involuntary and regardless of the reason for the termination, in any geographic region for which Employee had direct or indirect responsibility on behalf of COMPANY, perform duties or services for a Direct Competitor, whether as an employee, consultant, principal, advisor, board member, or any other capacity, that are substantially and materially similar to the duties or services Employee performed for COMPANY at any time during Employee’s employment with COMPANY, or that require Employee to use, disclose, or otherwise take advantage of any Proprietary Information obtained in the course of Employee’s employment with COMPANY. For purposes of this section, a Direct Competitor means any entity that offers or plans to offer substantially similar products or services that are directly and materially competitive with any of the products or services being manufactured, offered, marketed, or are being actively developed by COMPANY as of the date Employee’s employment with COMPANY ends.

The Non-Compete and Non-Solicitation provisions are incorporated by reference into all COMPANY’s agreements including the Master Services Agreement, SOWs and any agreement between persons with direct access to COMPANY Identified Confidential Information and/or Trade Secrets, including C-level executive and senior employees and/or those companies with direct access to COMPANY confidential information and/or customer connections of COMPANY, etc. (hereinafter, collectively, “Client / Contractor”) is effective as of the date of the full execution of any engagement Agreement or any form of employment with COMPANY. ("Effective Date"). As consideration, the engagement / employment opportunities and Services provided by COMPANY, the Client / Contractor intends to be legally bound and agrees to the following: 

1. Term of NC/NS Agreement. The NS/NC Agreement is effective on the Effective Date of any agreement and shall remain throughout the term of COMPANY Client / Contractor's engagement or engagement / employment with COMPANY and for a period of one (1) year thereafter. 

2. Limitations. These NC/NS provisions do not create a separate contract of engagement or employment. This NC/NS provision is limited to the subject matter of covenants not to compete or solicit as described in this Agreement.

(b) Covenant Not to Compete: All COMPANY Client / Contractors and executive employees, senior employees and/or any contractor with direct access to COMPANY confidential information and/or COMPANY customer connections and lists or Trade Secrets of COMPANY agree that, at no time during the term of their engagement / employment with COMPANY, he or she will engage in any business activity which is directly competitive with COMPANY nor work for any COMPANY which directly competes with COMPANY in the area of Export Controls.

3. TIME PERIOD: For a period of one (1) year immediately following the termination of COMPANY Client / Contractor's engagement / employment, COMPANY Client / Contractor will not, for themselves or on behalf of any other person or business enterprise, engage in any Export Controls business activity which directly and materially competes with COMPANY. 

4. JURISDICTIONAL LIMITATION: within fifty (50) miles of any location where such Client / Contractor is located and is employed by COMPANY in the area of Export Controls’ and contracts with COMPANY clients.

(c) Non-Solicitation: (i) During the term of COMPANY Client / Contractor's engagement / employment, and for a period of one (1) year immediately thereafter, COMPANY Client / Contractor agrees not to solicit any employee or independent contractor or Client or Customer of COMPANY on behalf of him/herself or any other business enterprise that is in direct competition with COMPANY in the area of Export Controls, (ii) nor shall COMPANY Client / Contractor induce any other employee or independent contractor or client associated with COMPANY to terminate or breach an engagement / employment, contractual or other relationship with COMPANY and (ii) COMPANY Client / Contractor shall not call on, solicit, take away, or attempt to call on, solicit, or take away any customer of COMPANY including any client the COMPANY Client / Contractor may have called or with whom COMPANY Client / Contractor may have become acquainted during the term of their engagement / employment, as a direct or indirect result of COMPANY Client / Contractor's engagement / employment with COMPANY.

(d) Trade Secrets of COMPANY: COMPANY Client / Contractor or any client or customer of COMPANY shall not, directly, or indirectly, disclose to any person, firm, or corporation any Confidential information or the names or addresses of any of the customers or clients of COMPANY or any other information (customer lists) pertaining to any relationship or agreement with COMPANY (“COMPANY Trade Secrets”). 

(e) Injunctive Relief: COMPANY Client / Contractor hereby acknowledges (1) that COMPANY will suffer irreparable harm if COMPANY Client / Contractor should breach their obligations under this Agreement; and (2) that monetary damages will be inadequate to compensate COMPANY for such a breach. Therefore, if COMPANY Client / Contractor breaches any such provisions, then COMPANY shall be entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce such provisions. 

VI. Termination 

(a) Termination Notice – Unless otherwise agreed in an SOW, any Party to an COMPANY Agreement may terminate the Agreement for whatever reason upon written notice to the other party, with thirty (30) days’ notice. Upon receipt of such notice, COMPANY will stop all work immediately. You will be responsible for all fees and expenses incurred by COMPANY through the date termination notice is received. If any Fee or retainer is not paid, COMPANY shall have the right to stop all work on the Services and exercise a Retaining Lien on all files, etc. until full compensation and expenses have been paid. 

(b) Continuation of terms – The terms of the engagement that by their context are intended to be performed after termination or expiration of this or any other COMPANY Agreement, are intended to survive such termination or expiration and shall continue to bind all parties. 

VII. Mutual Indemnification, Liability Limitation: COMPANY Client Engagement Agreements (only) 

(a) Each party shall indemnify, defend, protect, hold harmless, and release the other, its officers, agents, and employees, from and against any and all claims, loss, proceedings, damages, causes of action, liability, costs, or expense (including attorneys’ fees and witness costs) arising from or in connection with, or caused by any act, omission, or negligence of such indemnifying party or its agents, employees, contractors, subcontractors, or invitees. This indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages or compensation payable to or for the indemnifying party under workers’ compensation acts, disability benefit acts, or other employee benefit acts. This indemnity provision survives the Agreement.