The following commitments shall form an integral part of the Distribution Agreement between Seagate Technology, Plc. or any of its parents, subsidiaries and affiliates (collectively “Seagate”) and your company.
You will comply with all applicable trade laws and regulations affecting any products and services supplied by Seagate, including applicable United States and local laws and regulations. You agree that, unless otherwise agreed upon with Seagate in writing:
- Certain Seagate products are subject to export or import control restrictions, in particular restrictions related to encryption technology. The export control classification numbers (ECCNs) of Seagate products are available on the Seagate Product Classification Lookup webpage. You will not transfer Seagate products subject to export or import control restrictions without the requisite licence or other authorisation under the applicable regulations and will comply with the terms and conditions of any export or import licence or authorisation. Seagate is not liable for failure to deliver a product due to Seagate’s inability to obtain or maintain any required export or import licence or authorisation.
- You will not directly or indirectly transfer any Seagate products, technology, or software in violation of any applicable economic or trade sanctions or embargoes, or in violation of your authorised distribution territory.
- You will not directly or indirectly transfer any Seagate products, technology, or software to Russia or Belarus, or, except as authorised in writing in advance by Seagate, procure, use, or transfer any Seagate products, technology, or software for incorporation into or use in the development or production of any item produced in or destined to Russia, Belarus, the Crimea Region of Ukraine, the Luhansk People’s Republic or the Donetsk People’s Republic.
- You will not directly or indirectly transfer Seagate products, technology, or software in violation of applicable restrictions to any Restricted Party (defined as any party or address listed in the United States’ Consolidated Screening List,United Kingdom restricted party lists, including but not limited to Specially Designated Nationals and Blocked Persons (“SDN”) List, the Entity List, and the Military End-User List (available at https://sanctionssearchapp.ofsi.hmtreasury.gov.uk/), European Union’s restricted party lists (available at https://data.europa.eu/data/datasets/consolidated-list-of-persons-groups-and-entities-subject-to-eu-financial-sanctions?locale=en) or any other applicable restricted party list, and any entity 50% or more owned, directly or indirectly, or controlled by one or more listed person(s).
You will provide Seagate ([email protected]) with notification three weeks prior to engaging in business activities involving any affiliate of a restricted party. Seagate retains the right to disallow business transactions within two weeks of receiving prior notification. - You will not directly or indirectly transfer any Seagate products, technology, or software to any party subject to the United States’ Foreign Direct Product Rule (“FDPR”) restrictions, as indicated by footnote 1, footnote 3, footnote 4, and footnote 5 designations on the U.S. Entity List, or to any affiliate of such parties, or procure, use, or transfer any Seagate products, technology, or software for incorporation into or use in the development or production of any item produced, purchased, or ordered by any such parties or any affiliates of such parties, including any entity owned, directly or indirectly, individually or in the aggregate, 50% percent or more by one or more such listed persons, or otherwise controlled by such persons.
You will provide Seagate ([email protected]) with notification three weeks prior to engaging in business activities involving any affiliate of FDPR parties. Seagate retains the right to disallow business transactions within two weeks of receiving prior notification - You will not directly or indirectly transfer or use any Seagate products, technology, or software in activities that involve the development, production, use or stockpiling of nuclear, chemical, or biological weapons, unsafeguarded nuclear materials, missiles, unmanned aerial vehicles or nuclear propulsion.
- You will not directly or indirectly transfer any Seagate products, technology or software for (i) the development or production of any components, assemblies, accessories, or equipment for semiconductor manufacturing (“Semiconductor Manufacturing”) in China or Macau or any other country in the U.S. Department of Commerce’s Country Group D:5, (ii) either in its original form or as subsequently incorporated into a foreign-made item, the development or production of a foreign-made Semiconductor Manufacturing item by an entity headquartered in, or whose ultimate parent is headquartered in, China or Macau or any other country in aforementioned Country Group D:5 (iii) supercomputer end-uses in China or Macau or any other country in the U.S. Department of Commerce’s Country Group D:5, or (iv) for any other end-uses restricted under Part 744 of the U.S. Export Administration Regulations (“EAR”);
- You will not directly or indirectly transfer Seagate products, technology, or software for military or military intelligence end-use or end-users, as defined in Sections 744.21 and 744.22 of the EAR, in Burma, Cambodia, China, Macau, Nicaragua or Venezuela;
- You will not directly or indirectly transfer Seagate products for any use in violation of applicable national or international law, in violation of the rights of any third party, or for activities or conduct that adversely reflect upon the name, reputation, or goodwill associated with Seagate;
- You maintain procedures designed to comply with applicable export control laws and regulations, including the U.S. EAR. These procedures include the monitoring of developments in law and regulations, conducting restricted party and anti-diversion due diligence, and inclusion of trade compliance requirements in terms and conditions and distribution agreements of your customers; and
- You understand that in the event of your failure to comply with these terms, Seagate may immediately suspend or terminate business activities with your company. Such suspension or termination of business activities shall not be considered to be a breach of any contract.
