[Counterparty/Contractor] represents and warrants that:
1. It is not a Blocked Party;
2. It will not procure services or goods to [MIP] from or on behalf of an entity or individual (Subcontractor) that is a Blocked Party and it has informed [MIP] as to whether it is a Sectorally Sanctioned Party and whether it will procure services or goods from or on behalf of an entity or individual (Subcontractor) that is a Sectorally Sanctioned Party; and
3. It will not procure services or goods to [MIP] in violation of Sanctions and Export Controls; and< /p>
4. It will comply at all times with Sanctions and Export Controls, and will not take any action that causes [MIP] to violate or become exposed to adverse consequences under Sanctions and Export Controls, in case whereof it will hold MIP harmless for any liability whatsoever. [MIP] may suspend its Agreement with immediate effect and without liability if, in [MIP’s] sole discretion, [Counterparty] breaches any of the foregoing representations and warranties or [MIP] continued performance of this Agreement may breach or expose [MIP] to adverse consequences under Sanctions and Export Controls.
Definitions
Blocked Party: Any individual or entity, that is: (a) listed on the U.S. List of Specially Designated Nationals and Blocked Persons (“SDN List”), Schedule 1, 2 or 3 of the Canadian Special Economic Measures Regulation, the EU Consolidated Sanctions List, or the UK Sanctions List; (b) owned 50% or more or otherwise controlled, directly or indirectly, by one or more persons who are listed on the foregoing lists; or (c) owned or controlled by a government that is subject to U.S. property-blocking sanctions.
Sanctions and Export Controls: U.S., Canada, EU, UK, and any other applicable sanctions and export control laws, regulations, orders, directives, designations, licenses, or decisions, including without limitation sanctions laws and regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), the U.S. Export Control Reform Act, the U.S. Export Administration Regulations, the U.S. Arms Export Control Act, and the U.S. International Traffic in Arms Regulations; the Canadian Ministry of Foreign Affairs, the EU, the European Commission, and competent authorities in EU Member States (as listed in EU sanctions regulations); the UK Office of Financial Sanctions Implementation (“OFSI”), and the UK Export Control Joint Unit (“ECJU”).
Sectorally Sanctioned Party: Any individual or entity that is: (a) listed on the U.S. Sectoral Sanctions Identifications List, designated under a directive issued pursuant to Executive Order 14024, or otherwise specifically designated under the U.S. sanctions with respect to Russia, other than for full property-blocking sanctions; (b) subject to EU, Canadian or UK sectoral sanctions targeting Russia; or (c) owned 50% or more or otherwise controlled, directly or indirectly, by one or more such individuals or entities.
