MEMORANDUM OF UNDERSTANDING (EXPORT CONTROL COMPLIANCE)

This Memorandum of Understanding (“MOU”) is entered into by and between:

Azbil North America Inc., hereinafter referred to as “ANA”, and [Buyer/Distributor Name], hereinafter referred to as “Party B”.

The purpose of this MOU is to ensure compliance with applicable export control laws and regulations in connection with the sale, transfer, or sharing of products, technologies, or related information between ANA and Party B.

1. Purpose

This MOU sets forth the mutual understanding and obligations of the parties regarding compliance with export control laws, including but not limited to the U.S. Export Administration Regulations (EAR), Foreign Assets Control Regulations (OFAC), and other applicable laws and regulations (“Export Laws”).

2. Compliance with Export Laws

Party B shall not sell, transfer, deliver, export, or re-export any commodities, technologies and software to any party, either directly or indirectly, for use involving the design, development, production, use or stockpiling of weapons of mass-destruction such as nuclear, biological, chemical weapons or missiles, as well as for other military use, nor use the products in any facilities which are engaged in the above-mentioned activities.

Party B acknowledges and agrees that the products, technical data, and confidential information (“Restricted Information”) provided by ANA are subject to Export Laws.

Party B represents and warrants that it, its owners, directors, officers, employees, agents, and contractors are, and will remain, in full compliance with all applicable Export Laws.

Party B shall obtain all necessary export or reexport licenses or other government approvals prior to exporting, reexporting, transferring, or releasing any Restricted Information.

Party B shall maintain all records required under applicable Export Laws.

3. Restrictions on Re-export and Third-party Transfers

Party B shall not transfer, re-export, or disclose any Restricted Information to any third party or destination prohibited under Export Laws without prior written authorization from ANA and the relevant government authority.

4. Tax Cooperation

Party B shall provide ANA with any necessary documentation (e.g., tax exemption certificates) required under applicable tax treaties. If such documentation is not provided, Party B shall bear any tax liabilities incurred by ANA.

5. Authority and Approvals

Party B represents that it has obtained all necessary internal and external approvals to handle Restricted Information in accordance with Export Laws.

6. Liability and Indemnification

Party B shall be liable for any breach of this MOU by its personnel or affiliates and shall indemnify ANA for any damages, penalties, or losses resulting from such breach.

7. Dispute Resolution

Any disputes arising from or related to this MOU shall be resolved through good-faith negotiations between the parties.

8. Acceptance

This [Memorandum of Understanding] is presented and accepted electronically. By checking the box labeled "[I have read and agree to the Export Compliance Terms]" and proceeding with the transaction, the individual accepting (i) acknowledges having had the opportunity to review this [MOU] in its entirety, (ii) represents and warrants that they are authorized to bind the entity on whose behalf they are purchasing ("Customer"), and (iii) agrees that Customer is legally bound by its terms.