For CDAs
(Intended for use with CTTC’s CDA Template which restricts disclosure and use of information to agents and employees of Recipient on “need-to-know” basis)
- Export Control: The Parties acknowledge that performance of the Agreement is subject to compliance with applicable United States laws, regulations, and/or orders including, but not limited to, those that relate to the export of technical data and equipment, including the Export Administration Regulations (“EAR”) (15 C.F.R. §730-744), the International Traffic in Arms Regulations (“ITAR”) (22 C.F.R. § 120-130), and the economic sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) (as set forth in 31 C.F.R. §500-598 and certain executive orders). In the event any Confidential Information is export-controlled, the Discloser shall provide Recipient with written notice outlining the nature of the export-controlled information prior to any exchange of export-controlled Confidential Information. No Party will export, directly or indirectly, any export-controlled Confidential Information without first obtaining any required export license or government approval. Furthermore, the parties agree that (i) the Confidential Information is not intended for end-use in the development of chemical, biological, or nuclear weapons or missiles, (ii) the Recipient shall not share or disclose Confidential Information with any person or party on the US Government’s restricted parties list (available at https://legacy.export.gov/csl-search) regardless of whether or not that person or party has a “need-to-know” under this Agreement, and (iii) the Recipient shall not share or disclose information, materials, or technology with any person, party, location, or territory subject to U.S. trade sanctions, as listed at https://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.
For MTAs
Outgoing Materials
- Export Control: If the Material(s) are restricted under U. S. export control law, Company, Company Scientist and any other member of Company Scientist’s laboratory having access to the Material(s) shall manage access to the Material(s) in accordance with U.S. export control law, including the Export Administration Regulations (“EAR”) (15 C.F.R. §730-744), the International Traffic in Arms Regulations (“ITAR”) (22 C.F.R. § 120-130), and the economic sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) (as set forth in 31 C.F.R. §500-598 and certain executive orders). Company shall notify Vanderbilt University Medical Center immediately if export-controlled Material(s) are accessed by individuals or entities whose access is restricted under U.S. export control law. Company shall be responsible for determining and documenting the access rights of individuals or entities participating in the Project. Company and Company Scientist will ensure that no one exports, transfers, or shares, directly or indirectly, any export-controlled Material(s) without first obtaining any required export license or government approval, including transfers and sharing with members of Company Scientist’s laboratory or persons otherwise employed by Company. Furthermore, the parties agree that (i) the Material(s) are not intended for end-use in the development of chemical, biological, or nuclear weapons or missiles, (ii) the Company and Company Scientist shall not share, transfer, or disclose information about the Material(s) with any person or party on the US Government’s restricted parties list (available at https://legacy.export.gov/csl-search), and (iii) the Company and Company Scientist shall not share, transfer, or disclose information about the Material(s) with any person, party, location, or territory subject to U.S. trade sanctions, as listed at https://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.
Incoming Materials
- Export Control: If the Material(s) are restricted under U. S. export control law, Vanderbilt University Medical Center ("VUMC"), VUMC Scientist and any other member of VUMC Scientist’s laboratory having access to the Material(s) shall manage access to the Material(s) in accordance with U.S. export control law, including the Export Administration Regulations (“EAR”) (15 C.F.R. §730-744), the International Traffic in Arms Regulations (“ITAR”) (22 C.F.R. § 120-130), and the economic sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) (as set forth in 31 C.F.R. §500-598 and certain executive orders). In the event any Material(s) are export-controlled, Company shall provide VUMC with written notice detailing the export classification (“ECCN” or USML Category) of the export-controlled Material(s) prior to any exchange of export-controlled Material(s). The parties agree that (i) the Material(s) are not intended for end-use in the development of chemical, biological, or nuclear weapons or missiles, (ii) VUMC and VUMC Scientist shall not share, transfer, or disclose information about the Material(s) with any person or party on the US Government’s restricted parties list (available at https://legacy.export.gov/csl-search), and (iii) VUMC and VUMC Scientist shall not share, transfer, or disclose information about the Material(s) with any person, party, location, or territory subject to U.S. trade sanctions, as listed at https://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.
Language for each clause last modified April, 2020.