AMFG SUPPORT AGREEMENT - ITAR V1
Terms and Conditions
ITAR Agreement version 1
1. Definitions
1.1. “Support” means the services provided by the Company to the Customer as set out in this Agreement.
1.2. “Sensitive Data” means any data subject to the International Traffic in Arms Regulations (ITAR) or any other applicable data protection laws, regulations or guidelines.
1.3. “Onboarding” means the process whereby the Company provides services to the Customer to introduce them to the AMFG software and support them with the configuration and adoption of the software.
2. Support Services
2.1. The Company will provide Support to the Customer under the terms of this Agreement.
3. Customer Acknowledgements and Responsibilities
3.1. The Customer acknowledges and agrees that the Company’s Support resources, including all personnel involved in providing the Support, may be non-US citizens and working from locations outside of the United States.
3.2. The Customer shall be solely responsible for ensuring that no Sensitive Data is shared with the Company as part of the Support provided.
3.3. The Customer shall ensure that all data shared with the Company complies with all applicable laws and regulations, including but not limited to ITAR.
3.4. During the onboarding process, the Customer shall not upload or store any ITAR sensitive data within their application or share such data with any AMFG representative, including the AMFG onboarding consultant or AMFG support representatives. The Customer acknowledges that the AMFG onboarding consultant or AMFG support representatives they interact with during onboarding may be non-US citizens. The onboarding process will commence only upon the Customer’s signing and return of the AMFG order form or the AMFG Master Services Agreement, as applicable and this Agreement. The Customer may only commence using the application with production data, which may include sensitive data, once the onboarding process has been completed, and the Customer has received written communication from their AMFG onboarding consultant confirming the completion.
3.5. Prior to using the application with sensitive data, it is the Customer’s sole responsibility to ensure that any AMFG support accounts in their application that may have been used during onboarding, have been removed, and all user account passwords in the application have been reset by the Customer themselves. The instructions for carrying out this process will be shared by the AMFG onboarding consultant prior to go-live and during the onboarding process, but the Customer must ensure that it is completed before using the application for the processing or storage of sensitive data.
4. Indemnity
4.1. The Customer agrees to indemnify and hold harmless the Company, its officers, directors, employees, and agents from any and all claims, damages, liabilities, costs, and expenses arising out of or related to any breach of the obligations set forth in Section 3 of this Agreement.
5. Confidentiality
5.1. Both parties agree to keep confidential all non-public information received from the other party in connection with the services provided under this Agreement.
6. Term and Termination
6.1. This Agreement shall commence upon Signature of this Agreement and shall continue until terminated by either party upon written notice.
7. Governing Law
7.1. This Agreement shall be governed by and construed in accordance with the laws of Delaware, US.
8. Prevailing Agreements
8.1. This Agreement shall not override the terms of any other agreement or contract previously agreed upon by and between the Customer and the Company, which shall remain in full force and effect to the extent that they do not conflict with the terms of this Agreement. In case of any conflict, the terms of this Agreement shall prevail, but only to the extent necessary to resolve such conflict.
Table of Contents
3. Customer Acknowledgements and Responsibilities
This Agreement may only be amended in writing and signed by an authorized representative of each party. No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach or any other provision.
