Sanctions clause: Copy, customize, and use instantly
Introduction
A sanctions clause outlines the parties' obligations to comply with international and domestic sanctions laws and regulations. It ensures that neither party engages in activities that could violate sanctions imposed by governmental or international authorities. This clause is essential in ensuring compliance with regulations that restrict dealings with certain countries, individuals, or entities, and it protects the parties from legal liability due to violations of such laws.
Below are templates for sanctions clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Sanctions clause for general compliance
This variation applies to general compliance with sanctions laws.
The parties agree to comply with all applicable sanctions laws and regulations imposed by the United Nations, the United States, the European Union, or any other applicable governmental or international authority. Neither party shall engage in any transaction or activity prohibited by such laws, and each party shall ensure that its operations remain in compliance with these regulations during the term of this Agreement.
Sanctions clause for no dealings with sanctioned entities
This variation applies to transactions involving sanctioned entities or individuals.
The parties agree not to engage in any transaction or business relationship with any individual, entity, or organization that is subject to sanctions imposed by any relevant government or international body. If a party becomes aware that it is dealing with a sanctioned entity, it shall immediately cease all transactions and inform the other party.
Sanctions clause for termination due to sanctions violations
This variation applies when violations of sanctions laws lead to termination.
In the event that any party becomes subject to sanctions that prohibit or restrict the performance of this Agreement, the other party may terminate the Agreement immediately upon notice. The terminating party shall have no liability for any such termination, and all obligations under the Agreement shall cease, including payment of any outstanding amounts due.
Sanctions clause for reporting obligations
This variation applies when reporting obligations are included in the sanctions compliance.
The parties agree to promptly notify each other of any changes to their status or operations that could result in a violation of sanctions laws. Each party shall inform the other if it becomes subject to sanctions or if it becomes aware of any violation of applicable sanctions laws by its affiliates, subcontractors, or any third parties involved in the Agreement.
Sanctions clause for indemnification for sanctions violations
This variation applies when indemnification is included for sanctions violations.
Each party agrees to indemnify and hold the other harmless from any and all losses, damages, and liabilities arising from a violation of applicable sanctions laws. This includes any penalties or fines imposed by any governmental or international authority due to the indemnifying party’s failure to comply with sanctions regulations during the term of this Agreement.
Sanctions clause for ongoing compliance monitoring
This variation applies when ongoing compliance with sanctions is monitored.
The parties agree to regularly review their compliance with applicable sanctions laws throughout the term of this Agreement. If either party discovers a potential breach, it shall immediately take corrective actions to ensure compliance and inform the other party of any potential risk associated with the breach.
Sanctions clause for ensuring third-party compliance
This variation applies when third-party compliance is ensured.
The parties agree to ensure that any third parties, including subcontractors or affiliates, involved in the performance of this Agreement comply with applicable sanctions laws. Each party shall impose appropriate contractual obligations on its third parties to ensure they do not engage in prohibited activities under sanctions.
Sanctions clause for suspension due to sanctions
This variation applies when sanctions lead to suspension of the Agreement.
If any party becomes subject to sanctions that prevent it from performing any material obligations under this Agreement, the other party may suspend the Agreement until the sanctions are lifted or modified to permit the continuation of the Agreement. If the suspension lasts for more than [insert period], either party may terminate the Agreement without liability.
Sanctions clause for dispute resolution related to sanctions
This variation applies to dispute resolution related to sanctions violations.
In the event of a dispute arising from a sanctions violation or issue of compliance, the parties agree to engage in good faith discussions to resolve the issue. If the dispute cannot be resolved through negotiation, the parties will submit the matter to binding arbitration in accordance with the dispute resolution procedure set forth in this Agreement.
Sanctions clause for the effect of sanctions on performance
This variation applies when sanctions affect the performance of the Agreement.
The parties acknowledge that any sanctions imposed on a party or its affiliates may affect the performance of their obligations under this Agreement. If a party is unable to fulfill its obligations due to sanctions, that party shall notify the other party and provide evidence of such sanctions. The affected party will work in good faith to resolve the issue and minimize the impact on performance.
Sanctions clause for exemption from liability due to sanctions
This variation applies when parties are exempt from liability due to sanctions.
Neither party shall be held liable for any failure to perform its obligations under this Agreement if such failure is directly caused by sanctions imposed by a governmental or international authority. In such cases, the affected party will promptly notify the other party and take reasonable steps to remedy the situation as soon as sanctions are lifted or modified.
Sanctions clause for specific country or region restrictions
This variation applies when specific country or region restrictions are outlined.
The parties agree that they will not conduct any business or transactions under this Agreement with individuals or entities located in or associated with countries or regions that are subject to comprehensive sanctions, including but not limited to [insert sanctioned countries/regions]. Any transaction that violates these restrictions shall be deemed void, and the Agreement shall be terminated immediately.
Sanctions clause for governmental investigation or enforcement actions
This variation applies when governmental investigations or enforcement actions are a concern.
If any party becomes the subject of a governmental investigation or enforcement action related to sanctions, that party shall promptly notify the other party and provide details of the action. The parties will cooperate in good faith to resolve any issues that may arise from the investigation or enforcement action, including taking necessary steps to ensure continued compliance with applicable sanctions laws.
Sanctions clause for no modification without governmental approval
This variation applies when modifications to the Agreement require governmental approval.
The parties agree that no modification, amendment, or waiver of this Agreement shall be valid unless the modification is in compliance with applicable sanctions laws and regulations. Any modification requiring approval from a governmental authority must be approved by the relevant authorities before being enacted.
Sanctions clause for compliance with anti-money laundering laws
This variation applies when compliance with anti-money laundering (AML) laws is required.
The parties agree to comply with all applicable anti-money laundering laws and regulations, including those related to the verification of the identity of counterparties and the reporting of suspicious transactions. The parties will promptly notify each other if they become aware of any activity under this Agreement that may violate such laws.
Sanctions clause for no involvement in terrorism-related activities
This variation applies to activities related to terrorism sanctions.
The parties agree that they will not knowingly engage in any activities that could support or facilitate terrorism or terrorist organizations, as defined under applicable international or domestic sanctions laws. The licensee will ensure that no payments or transactions related to this Agreement are directed to or involve any sanctioned individuals or groups related to terrorism.
Sanctions clause for compliance with UN sanctions
This variation applies when compliance with United Nations sanctions is required.
The parties agree to comply with all relevant United Nations sanctions imposed on specific countries, individuals, or entities. Neither party shall engage in any activities that would violate such sanctions during the term of this Agreement. Each party shall ensure that its activities remain in full compliance with UN sanctions regulations.
Sanctions clause for governmental action and impact on obligations
This variation applies when governmental actions affect the performance of the Agreement.
If any governmental or international authority imposes sanctions that directly affect the performance of this Agreement, the parties agree to negotiate in good faith to find a solution. If no solution is found, either party may terminate the Agreement without liability, provided that the sanctions make performance impossible.
Sanctions clause for no export to sanctioned countries
This variation applies when exportation to sanctioned countries is prohibited.
The licensee agrees not to export, re-export, or transmit the licensed intellectual property to any country or region subject to comprehensive sanctions imposed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) or other relevant authorities. The licensee will be responsible for ensuring that no export occurs to such countries without obtaining the necessary licenses.
Sanctions clause for trade restrictions
This variation applies when trade restrictions are applicable.
The parties agree that the performance of this Agreement shall be subject to any trade restrictions or embargoes imposed by relevant national or international authorities. If a party becomes subject to such restrictions, it shall promptly notify the other party and take steps to comply with the applicable laws.
Sanctions clause for no funds or support to sanctioned entities
This variation applies to restrictions on funding or supporting sanctioned entities.
The parties agree not to provide any direct or indirect funds, loans, or other financial assistance to any individual, entity, or organization that is subject to sanctions by any relevant governmental body, including the U.S. Department of State or European Union. This includes not participating in any activities that may provide indirect support to such parties.
Sanctions clause for compliance with financial sanctions
This variation applies when compliance with financial sanctions is required.
The parties agree that they will comply with all applicable financial sanctions laws and regulations, including those imposed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the European Union, and the United Nations. No transactions shall be conducted under this Agreement that would violate financial sanctions or involve any individuals, entities, or governments subject to such sanctions.
Sanctions clause for monitoring changes in sanctions lists
This variation applies to monitoring changes in sanctions lists.
The parties agree to monitor the relevant sanctions lists, including those maintained by the U.S. Office of Foreign Assets Control (OFAC) and the European Union, to ensure continued compliance with applicable laws. Each party will notify the other if there is any change in the status of a party or individual involved in this Agreement that may cause a violation of sanctions.
Sanctions clause for party's obligation to notify of sanctions
This variation applies when a party is obligated to notify if they are subject to sanctions.
Each party agrees to notify the other promptly if it becomes subject to sanctions or if it is prohibited from performing any of its obligations under this Agreement due to sanctions imposed by any governmental or international authority. Upon such notification, the affected party shall take all reasonable steps to remedy the situation.
Sanctions clause for no dealings with sanctioned countries
This variation applies when there is a blanket prohibition on dealings with sanctioned countries.
The parties agree that neither party shall engage in any activities under this Agreement that involve or support individuals, entities, or governments located in countries subject to comprehensive international sanctions. This includes refraining from any business activities that might indirectly involve such countries.
Sanctions clause for termination due to breach of sanctions
This variation applies when sanctions violations lead to termination.
Either party may terminate this Agreement immediately if the other party violates any applicable sanctions laws or engages in conduct prohibited by sanctions regulations. Upon termination, all rights and obligations under this Agreement shall cease, and neither party shall have any further liability.
Sanctions clause for indirect involvement with sanctioned parties
This variation applies when indirect involvement with sanctioned parties is prohibited.
The parties agree not to engage in any indirect dealings with any individual, entity, or organization subject to sanctions, including through intermediaries, subcontractors, or other third parties. Each party shall ensure that its relationships and transactions do not indirectly involve sanctioned entities.
Sanctions clause for no goods or services for sanctioned parties
This variation applies when there is a prohibition on providing goods or services to sanctioned parties.
The parties agree not to provide any goods, services, or other resources under this Agreement to any individual, entity, or organization subject to sanctions by any relevant governmental or international authority. This includes any transactions that would violate sanctions regulations or involve parties in sanctioned countries.
Sanctions clause for performance subject to sanctions changes
This variation applies when the performance of the Agreement is contingent on changes in sanctions laws.
The performance of this Agreement is subject to change based on any updates or modifications to sanctions laws. If changes in sanctions laws make performance under this Agreement impossible or prohibited, either party may terminate the Agreement without liability, provided that the change is directly related to the sanctions laws.
Sanctions clause for cooperation with governmental investigations
This variation applies when cooperation with governmental investigations is required.
The parties agree to cooperate fully with any governmental investigations or inquiries related to compliance with sanctions regulations. Each party shall provide the necessary documentation and information to relevant authorities upon request to assist in any investigations.
Sanctions clause for reporting of prohibited transactions
This variation applies when there is a reporting obligation for prohibited transactions.
If either party discovers that a transaction under this Agreement may violate applicable sanctions laws or involve a prohibited entity, the affected party shall immediately report the transaction to the other party and suspend any further actions related to the transaction until it is reviewed and deemed compliant with applicable laws.
Sanctions clause for prohibited transactions with sanctioned entities
This variation applies when prohibited transactions with sanctioned entities are included.
The parties agree that no transaction under this Agreement shall involve any individual, entity, or organization that is subject to sanctions or restrictions imposed by any relevant governmental or international authority. If either party discovers that a transaction may involve such entities, it shall immediately halt the transaction and notify the other party.
Sanctions clause for changes in sanctions laws
This variation applies when changes in sanctions laws are addressed.
The parties agree that if any changes in applicable sanctions laws or regulations occur during the term of this Agreement, the parties will review and adjust the Agreement as necessary to ensure continued compliance. The parties will immediately inform each other of any material changes that could affect performance under the Agreement.
Sanctions clause for monitoring sanctioned countries
This variation applies to monitoring countries under sanctions.
The parties agree to continuously monitor and adhere to sanctions imposed by relevant authorities, including the United Nations, the European Union, and the United States. Any business dealings with countries under sanctions, as identified by these authorities, will be immediately suspended.
Sanctions clause for risk of sanctions enforcement
This variation applies to the risk of sanctions enforcement during the Agreement term.
The parties agree that they will promptly inform each other of any enforcement actions, investigations, or actions taken by any governmental body regarding sanctions. If such actions affect the execution of the Agreement, the parties will take appropriate steps to ensure compliance and mitigate any associated risks.
Sanctions clause for third-party sanctions compliance
This variation applies when third parties are involved.
The parties agree to ensure that any third-party contractors, subcontractors, affiliates, or agents engaged in any activities under this Agreement comply with all applicable sanctions laws. If any third-party violates sanctions laws, the party engaging that third-party shall be liable for any resulting consequences.
Sanctions clause for notice of sanctions violations
This variation applies to the obligation to notify of sanctions violations.
Each party agrees to immediately notify the other if it becomes aware of any violation of applicable sanctions laws. Upon notification, the affected party will take immediate corrective actions to remedy the violation and ensure compliance with relevant regulations.
Sanctions clause for indemnification due to sanctions violations
This variation applies to indemnification for sanctions violations.
The parties agree to indemnify and hold each other harmless from any penalties, fines, or damages arising from violations of applicable sanctions laws committed by either party. This indemnification extends to any costs incurred as a result of regulatory investigations or enforcement actions.
Sanctions clause for obligation to cease activities with sanctioned entities
This variation applies to the obligation to cease activities with sanctioned entities.
The parties agree that, in the event either party becomes aware that it is conducting business or engaging in transactions with a sanctioned individual, entity, or country, the offending party shall immediately cease such activities and notify the other party. Any continued relationship with a sanctioned party is prohibited under this Agreement.
Sanctions clause for compliance with US, EU, and UN sanctions
This variation applies when compliance with specific sanctions authorities is required.
The parties agree to comply with all sanctions laws and regulations enforced by the U.S. Department of the Treasury, the European Union, and the United Nations. This includes ensuring that no transactions take place with individuals, entities, or governments subject to sanctions imposed by these authorities.
Sanctions clause for due diligence on sanctions screening
This variation applies when due diligence and sanctions screening are required.
The parties agree to perform due diligence on all third parties involved in this Agreement, including screening against relevant sanctions lists maintained by governmental authorities. This includes ensuring that neither party nor any third-party partners are subject to sanctions.
Sanctions clause for immediate termination upon sanctions violation
This variation applies when the Agreement can be immediately terminated due to a sanctions violation.
In the event that either party becomes subject to sanctions or violates applicable sanctions laws, the other party may immediately terminate this Agreement upon written notice. No liability will arise from such termination, except for any accrued obligations prior to termination.
Sanctions clause for review of business relationships with sanctioned entities
This variation applies when business relationships with sanctioned entities must be reviewed.
The parties agree to periodically review their business relationships to ensure compliance with applicable sanctions laws. If any party discovers that it has an ongoing relationship with a sanctioned entity or individual, it shall take immediate steps to sever such relationships and inform the other party.
Sanctions clause for no assistance to sanctioned entities
This variation applies to restrictions on assisting sanctioned entities.
The parties agree that neither party will provide any form of assistance, financial or otherwise, to individuals, entities, or governments subject to sanctions. This includes any direct or indirect support, such as loans, financial services, or other business arrangements.
Sanctions clause for suspension of payments due to sanctions
This variation applies when payments must be suspended due to sanctions.
The parties agree that if any payments under this Agreement are subject to sanctions restrictions, the payment obligations will be suspended until the necessary approvals or authorizations are obtained. Both parties shall work together to obtain such approvals as quickly as possible.
Sanctions clause for cooperation in sanctions investigations
This variation applies to cooperation during sanctions investigations.
The parties agree to fully cooperate with any investigations or audits related to sanctions violations. This includes providing all necessary information and documentation requested by relevant authorities. Both parties will assist each other in responding to any inquiries from regulatory bodies.
Sanctions clause for cessation of activities with sanctioned governments
This variation applies when activities with sanctioned governments must cease.
The parties agree that no activities will be conducted under this Agreement with governments subject to international sanctions. If either party becomes aware that it is engaging with a sanctioned government, it shall immediately cease all related activities and ensure compliance with the applicable sanctions.
Sanctions clause for verification of compliance by affiliates
This variation applies to ensuring that affiliates comply with sanctions.
The parties agree that each party will ensure that its affiliates and subsidiaries comply with all applicable sanctions laws. Each party will verify that none of its affiliates are involved in transactions that violate any relevant sanctions, and both parties will promptly notify each other of any non-compliance.
Sanctions clause for termination due to designation on sanctions lists
This variation applies when termination occurs if a party is designated on sanctions lists.
The parties agree that this Agreement may be terminated if either party is added to a sanctions list by any governmental or international authority, such as the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the European Union, or the United Nations. Termination will take effect immediately upon notice, with no further obligations unless otherwise specified in this Agreement.
Sanctions clause for no use of sanctioned technology
This variation applies when the use of sanctioned technology is prohibited.
The parties agree that no technology, products, or services subject to sanctions will be used or transferred under this Agreement. If either party becomes aware that it is dealing with sanctioned technology, it shall immediately discontinue its use and notify the other party of the violation.
Sanctions clause for prohibiting the provision of services to sanctioned entities
This variation applies when the provision of services to sanctioned entities is prohibited.
The parties agree that no services will be provided under this Agreement to any individual, entity, or organization that is subject to sanctions imposed by any relevant governmental authority. Each party shall conduct appropriate checks to ensure no services are rendered to such entities.
Sanctions clause for compliance with financial sanctions and prohibitions
This variation applies when compliance with financial sanctions is required.
The parties agree to comply with all financial sanctions and prohibitions imposed by relevant governmental authorities. No funds, goods, or services shall be transferred under this Agreement if such transfer would violate applicable financial sanctions.
Sanctions clause for informing the other party of sanctions breaches
This variation applies when one party is required to inform the other of any sanctions breaches.
The parties agree to inform each other immediately if they become aware of any potential sanctions breaches, including transactions involving sanctioned individuals, entities, or governments. The parties shall take appropriate corrective action to rectify any violations and mitigate further risks.
Sanctions clause for prohibiting the use of sanctioned suppliers
This variation applies when using suppliers subject to sanctions is prohibited.
The parties agree not to engage or use suppliers, subcontractors, or vendors that are subject to sanctions or restrictions imposed by any relevant governmental body. The licensee shall ensure that all suppliers comply with applicable sanctions regulations.
Sanctions clause for investigation and reporting of sanctions violations
This variation applies when there is an obligation to investigate and report sanctions violations.
The parties agree to investigate and report any potential violations of applicable sanctions laws promptly. If a breach is detected, both parties will work cooperatively to address and rectify the situation, including reporting to the relevant authorities if required.
Sanctions clause for preventing indirect dealings with sanctioned parties
This variation applies when indirect dealings with sanctioned parties are prohibited.
The parties agree not to engage in any indirect dealings with sanctioned individuals, entities, or countries. This includes using intermediaries or third parties to conduct prohibited transactions on behalf of either party under this Agreement.
Sanctions clause for notifying of any party's involvement with sanctions
This variation applies when either party must notify the other about their involvement with sanctions.
Each party agrees to notify the other immediately if it becomes involved in activities that could lead to sanctions or if it is listed on a sanctions list by any relevant governmental or international authority. Both parties will take immediate steps to cease any prohibited activities.
Sanctions clause for termination due to sanctions enforcement actions
This variation applies when termination occurs due to enforcement actions related to sanctions.
The parties agree that this Agreement may be terminated immediately if any governmental or international body initiates enforcement actions against a party that violates sanctions laws. The termination will take effect immediately without liability for the terminating party, except for accrued obligations.
Sanctions clause for prohibiting assistance to sanctioned regimes
This variation applies to prohibiting any assistance to sanctioned regimes.
The parties agree not to provide any form of assistance, whether direct or indirect, to any sanctioned regime or government. This includes prohibiting transactions that support any regime or government under sanctions, whether through financial, technical, or material support.
Sanctions clause for ensuring compliance with international sanctions regulations
This variation applies when compliance with international sanctions regulations is required.
The parties agree to comply with all applicable international sanctions regulations, including those imposed by the United Nations, the U.S. Department of Treasury, and the European Union. Each party shall take all necessary measures to ensure that its actions under this Agreement do not violate these sanctions.
Sanctions clause for audit and review for sanctions compliance
This variation applies when audit and review for sanctions compliance are necessary.
The parties agree to allow periodic audits and reviews of their activities to ensure compliance with applicable sanctions laws and regulations. Any suspected violations discovered during such audits shall be promptly addressed, and corrective measures will be implemented.
Sanctions clause for suspension of obligations due to sanctions
This variation applies when obligations are suspended due to sanctions.
The parties agree that the performance of any obligations under this Agreement may be suspended if any party becomes subject to sanctions that prohibit the continuation of such obligations. The suspended party shall notify the other party as soon as possible if sanctions hinder the performance of its obligations.
Sanctions clause for immediate cessation of activities due to sanctions
This variation applies to immediate cessation of activities due to sanctions.
In the event that either party becomes subject to sanctions that prohibit the activities under this Agreement, the affected party shall immediately cease performing all activities related to the Agreement and notify the other party of the situation.
Sanctions clause for ensuring third-party compliance with sanctions
This variation applies to ensuring that third parties comply with sanctions.
The parties agree to ensure that any third parties, including agents, subcontractors, or affiliates, involved in activities under this Agreement comply with all applicable sanctions laws. Each party will impose appropriate contractual obligations on third parties to ensure compliance.
Sanctions clause for the impact of sanctions on business activities
This variation applies when sanctions affect the parties' business activities.
The parties acknowledge that the enforcement of sanctions by any relevant authority may impact the performance of this Agreement. If sanctions are imposed that hinder a party's ability to fulfill its obligations, the parties agree to renegotiate the Agreement or, if necessary, terminate it without liability.
Sanctions clause for ongoing sanctions checks
This variation applies to ongoing checks for compliance with sanctions laws.
The parties agree to conduct ongoing checks to ensure compliance with sanctions laws throughout the duration of this Agreement. Any activities that may violate sanctions regulations will be immediately suspended, and both parties will take appropriate actions to resolve any non-compliance.
Sanctions clause for no engagement with entities on sanctions lists
This variation applies when there is a prohibition on engaging with entities on sanctions lists.
The parties agree not to engage in any business transactions, including contracts or agreements, with any individual, entity, or organization listed on any sanctions list issued by a relevant governmental authority. This applies to both direct and indirect engagements.
Sanctions clause for compensation for sanctions violations
This variation applies to compensation in case of sanctions violations.
The parties agree to indemnify and hold each other harmless for any losses, fines, or damages incurred as a result of violating applicable sanctions laws during the term of this Agreement. The indemnifying party will compensate the other party for any costs incurred due to such violations.
Sanctions clause for suspension of payments due to sanctions
This variation applies when payments are suspended due to sanctions.
The parties agree that any payments due under this Agreement may be suspended if the licensee or any third party involved becomes subject to sanctions that restrict or prohibit financial transactions. Payments will resume once sanctions are lifted or mitigated.
Sanctions clause for performance obligations suspended due to sanctions
This variation applies when performance obligations are suspended due to sanctions.
The parties agree that if any sanctions are imposed on either party, resulting in the inability to perform its obligations under this Agreement, the affected party shall notify the other party and suspend its performance until the sanctions are lifted or modified. The parties shall work together to resolve the matter and restore performance as soon as possible.
Sanctions clause for prohibiting dealing with terrorist organizations
This variation applies when dealing with terrorist organizations is prohibited.
The parties agree that they will not engage in any transactions or business dealings under this Agreement that involve individuals, entities, or organizations that are listed as terrorist organizations by any relevant governmental authority. Each party will ensure that their operations do not indirectly support such organizations.
Sanctions clause for notification of sanctions violations
This variation applies when one party must notify the other of sanctions violations.
Each party agrees to notify the other immediately upon becoming aware of any violation of sanctions laws or any transaction involving a sanctioned individual, entity, or government. Upon such notification, both parties will take immediate steps to stop the prohibited activities and comply with relevant sanctions laws.
Sanctions clause for ongoing monitoring of sanctions compliance
This variation applies when continuous monitoring for sanctions compliance is required.
The parties agree to continuously monitor their activities and those of their affiliates and third parties to ensure compliance with applicable sanctions laws. Any changes in the sanctions status of parties involved in this Agreement must be reported promptly, and corrective actions must be taken if necessary.
Sanctions clause for no involvement in money laundering activities
This variation applies when involvement in money laundering activities is prohibited.
The parties agree not to engage in any activities under this Agreement that would facilitate money laundering or any other illicit financial activities. Each party will implement internal procedures to ensure compliance with anti-money laundering regulations and report any suspicious activities to the relevant authorities.
Sanctions clause for cooperation with government agencies
This variation applies when cooperation with government agencies is required.
The parties agree to cooperate fully with any governmental or international regulatory authorities in any investigations related to sanctions compliance. This includes providing all necessary documentation and allowing access to relevant records that may assist in ensuring compliance with sanctions laws.
Sanctions clause for termination upon sanctions listing
This variation applies when termination occurs if a party is listed on sanctions lists.
Either party may terminate this Agreement immediately if the other party or any of its affiliates is placed on a sanctions list by any relevant governmental authority. Upon such termination, all rights and obligations under the Agreement shall cease, and neither party shall be liable for any further performance or payments.
Sanctions clause for ensuring third-party screening for sanctions compliance
This variation applies when ensuring third-party screening is necessary.
The parties agree to conduct thorough due diligence on all third-party partners, subcontractors, and suppliers involved in the performance of this Agreement to ensure they are not subject to sanctions. If any third party is found to be on a sanctions list, the parties will immediately cease any business dealings with them.
Sanctions clause for prohibiting exports to sanctioned countries
This variation applies when prohibiting exports to sanctioned countries.
The parties agree that no goods, services, or intellectual property under this Agreement will be exported to any country or region subject to comprehensive sanctions. The licensee is responsible for ensuring that no exports occur to sanctioned countries and will comply with all applicable export control laws.
Sanctions clause for no use of sanctioned financial institutions
This variation applies to prohibiting the use of sanctioned financial institutions.
The parties agree not to conduct any transactions under this Agreement through any financial institutions that are subject to sanctions or restrictions imposed by any relevant governmental authority. Both parties will ensure that all financial transactions are conducted through compliant institutions.
Sanctions clause for change of control and sanctions compliance
This variation applies when change of control may affect sanctions compliance.
The parties agree that any change of control, including mergers, acquisitions, or other ownership transfers, must be reviewed for compliance with applicable sanctions laws. If the new controlling entity is subject to sanctions, the affected party shall promptly notify the other, and either party may terminate the Agreement without liability.
Sanctions clause for restrictions on doing business with sanctioned entities
This variation applies when doing business with sanctioned entities is prohibited.
The parties agree that no transactions under this Agreement shall involve or benefit any entity or individual subject to sanctions. Neither party shall knowingly engage with, provide services to, or transact with any entity that is sanctioned by any governmental authority.
Sanctions clause for non-payment due to sanctions restrictions
This variation applies when payments are restricted due to sanctions.
The parties agree that no payments under this Agreement shall be made if such payments would violate applicable sanctions laws. If either party is unable to make payments due to sanctions restrictions, they shall notify the other party promptly, and the payment obligations will be suspended until the restrictions are lifted.
Sanctions clause for ongoing legal compliance with sanctions
This variation applies when ongoing legal compliance with sanctions is required.
The parties agree to ensure ongoing compliance with all applicable sanctions laws and regulations throughout the term of this Agreement. If either party becomes aware of a breach or potential violation, it shall notify the other party, and both will take immediate action to remedy the situation.
Sanctions clause for no provision of goods or services to sanctioned persons
This variation applies to prohibiting the provision of goods or services to sanctioned persons.
The parties agree that no goods, services, or other resources will be provided under this Agreement to any individual, entity, or organization that is subject to sanctions. If any party becomes aware of any prohibited transaction, it shall immediately cease the activity and notify the other party.
Sanctions clause for review and adjustment of obligations due to sanctions
This variation applies when obligations are adjusted due to sanctions.
The parties agree that if any sanctions are imposed that affect the ability of either party to fulfill its obligations, the parties will review and adjust the terms of the Agreement in good faith. If the sanctions make performance impossible, either party may terminate the Agreement without liability.
Sanctions clause for liability for sanctions violations
This variation applies when liability for sanctions violations is outlined.
Each party agrees to indemnify and hold harmless the other party from any losses, damages, or penalties arising from sanctions violations caused by the indemnifying party. This includes any costs associated with fines, investigations, or enforcement actions resulting from non-compliance with applicable sanctions laws.
Sanctions clause for notification of changes to sanctions status
This variation applies when a party must notify the other of any changes to their sanctions status.
The parties agree to immediately notify each other if their status changes in a way that affects their ability to comply with sanctions laws, including being listed on a sanctions list or becoming subject to restrictions that prohibit certain transactions or activities under this Agreement.
Sanctions clause for termination for breach of sanctions laws
This variation applies when termination occurs due to breach of sanctions laws.
The parties agree that this Agreement may be terminated immediately if any party breaches any sanctions laws or regulations related to the performance of the Agreement. The termination will be effective upon written notice, and neither party will have further obligations under the Agreement except for accrued obligations.
Sanctions clause for suspension of the Agreement due to sanctions
This variation applies when the Agreement is suspended due to sanctions.
The parties agree that the Agreement may be suspended if either party is affected by sanctions that prohibit or restrict the performance of the Agreement. The parties shall cooperate in good faith to resolve the issue, and the Agreement may be resumed once the sanctions no longer apply.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.