Export Compliance and Administration

Process Owner

Senior Executive of Corporate Contracts

Purpose

This policy and procedure is implemented to ensure all GovC subsidiaries, employees, agents, and consultants acting on behalf of GovC comply with all U.S. export control laws.

Definitions

Arms Export Control Act: Chapter 39 of Title 22, Foreign Relations and Intercourse – Provides for control of exports and imports of defense articles and services, guidance of policy, etc.; designation of United States Munitions List; issuance of export licenses; condition for export; and negotiations information

Anti-boycott Provisions – Part of the Export Administration Regulations of the U.S. Department of Commerce that implement the "antiboycott" provisions of the Export Administration Amendments of 1977. These regulations discourage, and in certain circumstances prohibit U.S. persons from engaging in transactions that further, or support, any unsanctioned foreign boycotts directed against any country friendly to the U.S.

Broker – Broker means any person who acts as an agent for others in negotiating or arranging contracts, purchases, sales or transfers of Defense Articles or Services in return for a fee, commission, or other consideration. Brokering activities include financing, transportation, freight forwarding, or taking any other action that facilitates the manufacture export or import of a Defense Article or Service, irrespective of origin.

Defense Article – Defense Article means any item designated in the U.S. Munitions List. This term includes models, mockups, prototypes, development models, equipment, computers, software and other such items which reveal Technical Data directly relating to items designated in ITAR Sec. 121.1.

Defense Services – means furnishing assistance to Foreign Persons (including training) in the design, development, engineering, manufacture, production, assembly, testing, repair, maintenance, modification, operation, demilitarization, destruction, processing or use of Defense Articles, whether in the U.S. or abroad; or furnishing any Technical Data to Foreign Persons, whether in the U.S. or abroad.

Empowered Official – A U.S. Person, directly employed by GovC International Corporation, empowered in writing by the COO to sign export license applications or make other export requests to the U.S. Government on behalf on GovC International Corporation. See 22 C.F.R. Chapter 1, Subchapter M Part § 120.25 for complete definition.

Export – An Export occurs when Goods or Technical Data are shipped or transmitted out of the U.S., or when Technical Data is released to a Foreign Person, including Foreign Person employees and visitors, as well as foreign companies and governments, whether in the U.S. or abroad.

Export Administration Regulations (EAR) – The regulations published by the U.S. Department of Commerce that define the export controls applicable to U.S.-origin commodities and Technical Data under its jurisdiction.

Export Control Classification Number (ECCN) – The number assigned to every product exported from the U.S. This number identifies the category, product group, type of control, and country group level of control for the product.

Export Determinations – Final decisions rendered by the Executive Director, Corporate Export Control concerning the export control requirements for any Export based on a considered review of the facts, circumstances and regulations applicable to the proposed Export.

Foreign Person – The EAR and ITAR define "Foreign Person" as any person who is not a citizen or national of the U.S., or who has not been lawfully admitted for permanent residence in the U.S.

Goods – means any natural or man-made substance, material, equipment, or manufactured product, component or part designated on the EAR's Commerce Control List. It also includes firmware and related tools, such as computers, editors, test case generators, etc.

International Traffic in Arms Regulations (ITAR) – The regulations that control the export and import of defense articles and defense services.

Office of Foreign Assets Control (OFAC) Regulations – Office of the Department of Treasury, which issues regulations that enable enforcement of economic and trade sanctions based on U.S. foreign policy and national security goals against targeted foreign countries, terrorists, international narcotics traffickers, and those engaged in activities related to the proliferation of weapons of mass destruction.

Restricted Parties Lists – Listings published and updated frequently by various U.S. agencies containing companies, foreign entities, and/or individuals restricted from engaging in any export activities.

Re-export – means any shipment or transmission of items subject to export regulations from one foreign country to another foreign country or transfer to an end use, end user, or destination not previously authorized.

Services – means furnishing assistance to Foreign Persons (including training) in the design, engineering, development, production, processing, manufacture, use, operation, overhaul, repair, maintenance, modification, or reconstruction of Goods, whether in the U.S. or abroad; or furnishing any Technical Data to Foreign Persons, whether in the U.S. or abroad.

Technical Data – controlled by the ITAR is defined as follows:

1. Classified information or software relating to Defense Articles and Defense Services, and information covered by an invention secrecy order; and

2. Any unclassified information required for the design, development, production, manufacture, assembly, operation, repair, testing, maintenance, or modification of Defense Articles. This includes, information in the form of blueprints, drawings, photographs, plans, instructions, and documentation.

3. This also includes software directly related to Defense Articles. Software includes but is not limited to the system functional design, logic flow, algorithms, application programs, operating systems, and support software including source code.

Technology – is defined by the EAR, as specific information, necessary for the development, production or use of a product, which takes the form of "Technical Data" or "Technical Assistance":

1. "Technical Data" includes blueprints, plans, diagrams, models, formulae, tables, engineering designs and specifications, manuals and instructions written or recorded on other media or devices such as disks, tapes, or read-only memories.

2. "Technical Assistance" includes instruction, skills training, working knowledge, or consulting Services, and may involve the transfer of Technical Data.

United States Munitions List (USML) – A list of items published by the Department of State considered to be Defense Articles and Defense Services subject to export control.

U.S. Person – The EAR, ITAR and OFAC regulations generally define "U.S. Person" as any person who is a U.S. citizen, or a permanent resident alien of the U.S.

Policy

1. GovC is fully committed to establishing and maintaining an effective and comprehensive internal control program to monitor compliance with laws and regulations regarding exports and re-imports of Defense Articles, Goods, Technical Data, or Services.

2. GovC’s Export Compliance Program guides the conduct of all GovC operations and employees. GovC employees are responsible for obtaining and maintaining a working knowledge of the export control laws and regulations that pertain to their job responsibilities. In furtherance of this obligation, GovC employees are also required to participate annually in export compliance training hosted by GovC University or provided by the Compliance organization.

3. The Export Compliance Assurance Group is an operating structure established by GovC Senior Management to ensure compliance with all export control laws, regulations, policies and procedures (refer to Attachment 1: Export Compliance Assurance Group Organization Chart). GovC International Corporation’s President and Chief Operating Officer (COO) has overall responsibility for the Export Compliance program and provides overall guidance regarding the function and operations of the Export Compliance Assurance Group. The Export Compliance Assurance Group shall be comprised of the GovC COO, the Senior Corporate Compliance Official, the Executive Director of Corporate Export Control (who serves as the Primary Export Empowered Official), the Secondary Export Empowered Official, the Legal Department, Business Unit Presidents, and Business Unit Export Administrators.

4. The Executive Director, Corporate Export Control, acts on behalf of the GovC COO to provide centralized direction, guidance, and assistance to GovC executives, staff members and business unit personnel to ensure compliance with all U.S. export control laws and regulations, as well as the policies and procedures set forth herein. Refer to the Responsibilities section for complete details on the responsibilities of this position. They are also appointed in writing by the COO to serve as the primary Empowered Official for GovC and its Business Units. In this capacity, the Executive Director of Corporate Export Control is legally empowered to sign license applications or other requests for approval on behalf of GovC. The Secondary Export Empowered Official is appointed by the GovC COO to serve in the place of the Primary Empowered Official during periods of temporary absence, such as vacations or personal reasons.

5. Each GovC business unit shall appoint one (1) or more Business Unit Export Administrator(s). The Business Unit Export Administrators are responsible for ensuring compliance with all export laws and regulations within their applicable Business Unit. They shall seek guidance and direction from the Executive Director, Corporate Export Control, for all issues and/or questions concerning or governed by export control laws, including those activities that appear to be qualified for exemption and those that may be covered by an existing export approved registration.

6. Detailed guidance and specific direction concerning export control compliance is contained in the GovC Export Compliance Manual. Additionally, the following high-level guidance is provided herein to ensure that all employees have a basic awareness and understanding of GovC’s export compliance obligations and responsibilities.

7. GovC and its employees will only export Defense Articles, Goods, Technical Data or Services after confirmation with the Executive Director, Corporate Export Control that there is proper governmental authorization and approval in accordance with U.S. export laws and regulations. Documentation supporting each export must be complete and must be provided to the appropriate authorities prior to any export transactions. Records and reports must be maintained and provided to the U.S. Government as required by applicable export control laws.

8. All GovC employees shall receive approval from their Business Unit Export Administrator before disclosing or releasing any Technical Data or providing any Services to any Foreign Person.

9. GovC employees who travel in support of GovC initiatives must be fully knowledgeable of all Travel Policies and their relationship to the export control laws. GovC employees are responsible for consulting with their Business Unit Export Administrator and for complying with all Procedures associated with International travel.

10. GovC employees should proceed with necessary caution when dealing with non-GovC distributors and sales representatives; and to the extent an employee is aware or suspects that such distributor or sales representative is engaged in or intends to engage in any transaction that is contrary to the export control laws, that employee must make appropriate inquiries and report any such findings to the respective business unit's Export Administrator and/or the Executive Director, Corporate Export Control.

11. GovC employees must report any potential or actual violations of any U.S. export control laws and regulations or foreign export control laws and regulations, or violations of this Policy or related Procedures immediately. Such reports shall be made in the first instance to the employee’s supervisor and the Business Unit Export Administrator, who will immediately report the matter to the Executive Director of Corporate Export Control and the Export Compliance Assurance Group. In the event that an employee wishes to remain anonymous, they must report their concerns to the GovC HotLine (toll free 1-866-294-9442).

12. Non-compliance with export control laws can result in civil and criminal penalties. Additionally, violations of the Policy and Procedures set forth herein can lead to employee discipline up to and including termination of employment with GovC.

Responsibilities

President and Chief Operating Officer (COO) 1. Provides overall direction and guidance on all export control compliance issues.

Corporate Compliance Officer 1. Reports directly to the GovC CEO and interfaces routinely with the GovC Board of Directors. 2. Provides periodic independent evaluations on overall implementation and performance of the GovC Export Compliance Program and related activities and reports findings to CEO, Board of Directors, COO, Empowered Officials, and Export Compliance Assurance Group. 3. Initiates inquiries or investigations when an export control issue (such as a suspected violation of GovC policy, ITAR, or EAR) is brought to or comes to his/her attention, to ensure the issue is resolved in accordance with appropriate laws and regulations.

Executive Director, Corporate Export Control 1. Is officially designated as the Director of GovC’s Export Compliance Program by the COO and in this capacity reports directly to the COO, and manages the Export Compliance Assurance Group. 2. Appointed in writing to serve as Primary Export Empowered Official, and is therefore legally empowered to sign license applications or other requests for approval on behalf of GovC. 3. Provides expert advice and training to the Business Units on the applicability of and compliance with the export control laws, including but not limited to the ITAR, EAR and OFAC requirements and the interpretation of policies and procedures for implementing those requirements. 4. Issues Export Determinations for all Exports. 5. Determines applicability of foreign export control laws and regulations. 6. Works with Business Unit Export Administrators to prepare export licenses and other requisite approvals and/or authority to export in accordance with the export control laws. 7. Works with the Legal Department and external export counsel and/or consultants as necessary to assess and resolve all export issues. 8. Works closely with Business Unit Export Administrators to ensure compliance with and effectiveness of GovC’s Export Compliance Program. 9. Identifies the proper classification of all Defense Articles, Goods, Software, Technical Data, and Services with respect to exports. 10. Prepares Commodity Jurisdiction Requests for confirmation of export jurisdiction, or Classification Requests for confirmation of ECCNs. 11. Leads GovC’s Export Compliance Program by ensuring the currency and proper administration of GovC’s policies and procedures, GovC’s employee training programs, and employee resources such as the GovC Export Compliance Manual. 12. Periodically reviews the operating subsidiaries to ascertain compliance with export procedures/policies, develops corrective action plans to correct any deficiencies and/or adds new controls for meeting regulatory changes. Provides support as necessary to GovC’s Corporate Compliance for Internal Audits as requested. 13. Assists Human Resources (HR) with determinations related to status of Foreign Persons and necessary controls during the hiring process. 14. Assists the Information Systems (IT) department in establishing appropriate levels of access for any foreign employee. 15. Assists the IT department with ensuring that all GovC website content is compliant with export control law. 16. Ensures that the operating subsidiaries, Security, Human Resources, Information Systems, Business Development, Finance and Accounting, Corporate Compliance, Contracts and Legal Departments have access to current Restricted Parties Lists and other updated regulatory data. 17. Conducts regular periodic and annual screenings of existing subcontractors, consultants, and vendors against current Restricted Parties Lists. 18. Develops and publishes guidance and templates for standardized marking of export-controlled items to include Technical Data, marketing materials, proposals, white papers, or other related documents.

Business Unit Export Administrators 1. Officially designated in writing as an “Export Administrator” for the business unit by the President of the business unit. 2. Requests guidance and direction from the Executive Director, Corporate Export Control for all export licensing and compliance issues. 3. Distributes the Export Determinations made by the Executive Director, Corporate Export Control. 4. Works with Executive Director, Corporate Export Control to obtain all required export licenses for the business unit prior to any Export. This includes, but is not limited to Manufacturing License Agreements, Technical Assistance Agreements, and Distribution Agreements. 5. Guides and assists the employees of the business unit with training and support from the Export Compliance Assurance Group. 6. Identifies export requirements for the business unit and ensures compliance with the export regulations and GovC’s policies and procedures concerning all export control issues. 7. Files or arranges filing of appropriate documentation with the Automated Export System (AES) as required for all licensed shipments and for non-licensed shipments of $2,500 or more. 8. Reviews and approves, in coordination with the Export Compliance Assurance Group and/or the Facility Security Officer (FSO), international travel requests for business unit employees for any export licensing requirements. 9. Assists Human Resources in providing information required to determine whether an export authorization is required for any foreign persons prior to hire. 10. Monitors and maintains records of all approved exports and associated documentation at the business unit level for a period of five (5) years from date of expiration of the license, use of the exemption, or date of transaction IAW 22 CFR §122.5(a). 11. Works with Export Compliance Assurance Group, HR, IT, Security, and business unit personnel to create and administer Technology Control Plans (TCPs) for protection of export controlled data at individual sites. 12. Establishes business unit procedures for identification, receipt, and tracking of export-controlled items. 13. Advises Export Compliance Assurance Group of any potential export non-compliance situations and assists in any reviews of such matters. 14. Assists with internal export compliance audits.

Legal 1. Administers the preparation, submission, and archiving of corporate DDTC registrations and submits change notifications to the DDTC within 5 days of any changes. Registrations shall only be executed by the GovC Empowered Official or his/her alternate. 2. Provides advice and guidance as needed to COO, Executive Director, Corporate Export Control, Business Unit Export Administrators, and Corporate Compliance concerning all issues associated with adherence to international export laws. 3. Monitors ITAR, EAR and OFAC regulation changes and provides support to the Executive Director, Corporate Export Control, and the Export Compliance Assurance Group to draft policy updates and revisions as necessary. 4. Provides guidance to HR, IT, and Security regarding identification of employees classified as Foreign Persons and determination of their information access. 5. Coordinates and directs any investigation or disclosure of U.S. export controls violations. 6. Determines whether a boycott request violates U.S. anti-boycott laws and report prohibited boycott requests to the U.S. Department of Commerce.

Human Resources 1. Prescreens potential employees against current Restricted Parties Lists prior to extending offers of employment. 2. Conducts annual screening of all current employees against current Restricted Parties Lists. 3. Ensures all HR personnel responsible for visitor control and entry screen foreign national visitors against current Restricted Parties Lists prior to granting access to GovC facilities where export controlled data is stored or where other sensitive data may be accessible. 4. Works with Export Administrators and the Export Compliance Assurance Group to determine whether there are any export authorizations required for Foreign Persons prior to extending offer of employment. 5. Ensures that all appropriate export authorizations are in place before any Foreign Person is granted employment involving access to export controlled data. 6. Responsible to ensure that no “ineligible” persons from any OFAC proscribed countries are granted employment. 7. Maintains a comprehensive list of all Foreign Persons employed by nationality and visa status. 8. Responsible for monitoring the visa status of all Foreign Persons hired to ensure that all work authorizations are current. 9. Provides export related policy and educational materials as issued by the Export Compliance Assurance Group to new hires.

Security 1. Provide security classification guidance to each business unit in accordance with NISPOM requirements for all exports. 2. Ensures all Security personnel responsible for visitor control screen foreign national visitors against current Restricted Parties Lists prior to granting access to GovC facilities. 3. Coordinates with Export Compliance Assurance Group and the Defense Security Service (DSS) for the export of classified materials. 4. Develops and maintains security measures for technology control during GovC employment and/or visit of foreign persons. 5. Works with Export Compliance Assurance Group to incorporate export control information into security briefings and educational materials. 6. Reviews international travel requests in connection with NISPOM and coordinates the review with the Business Unit Export Administrators. 7. Advises Export Compliance Assurance Group of any potential export non-compliance issues. 8. Works with Business Unit Export Administrators, Executive Director, Corporate Export Control, HR, and IT to create and administer Technology Control Plans (TCPs) for individual sites.

Information Systems 1. Works with Business Unit Export Administrators, Executive Director, Corporate Export Control, HR, and Security to create and administer Technology Control Plans (TCPs) for individual sites. 2. For every foreign national employee, establishes and maintains appropriate levels of authorizations for access to classified and unclassified data residing on corporate networks or computers. 3. Works with Export Compliance Assurance Group to monitor GovC website postings for U.S. export control compliance and ensures any document placed on the GovC website is compliant with U.S. export control laws and regulations. 4. Works with the Executive Director, Corporate Export Control to conduct regular periodic and annual screenings of all current subcontractors, consultants, and vendors against current Restricted Parties Lists

Business Development and Program Management 1. Ensures that proposals, marketing and trade show materials, and related marketing activities comply with GovC export compliance requirements including item marking of export-controlled items, licensing, reporting, and record keeping. 2. Coordinates with Business Unit Export Administrator and/or Export Compliance Assurance Group to ensure appropriate export authorizations are in place prior to the release or transfer of any Technical Data, engineering information or Services, or defense-related or dual use articles to any Foreign Person.

Corporate Communications 1. Seeks approval from the applicable Business Unit Export Administrator and the Export Compliance Assurance Group prior to public release of any white papers, technical documents, publications, press releases and other presentations. Procedures Refer to GovC Export Compliance Manual References

Policies: CO 103, International Contract Bids SC 101, Visitor Control and Identification Procedures: CO 103, International Contract Bids SC 101, Visitor Control and Identification Attachments: Attachment 1: Export Compliance Assurance Group Organizational Chart Forms: CO 801, Form A – International Travel Request CO 801, Form B – Facility Clearance Request for Foreign Nationals Other: International Traffic and Arms Regulations (ITAR) Export Administration Regulations (EAR) Office of Foreign Assets Control (OFAC) Sanctions Programs GovC Export Compliance Manual GovC Standards of Business Ethics and Business Code National Industrial Security Program Operating Manual (NISPOM) ANNEX X – United States Code (1) Section 38 of the Arms Export Control Act (22 U.S.C. 2778); (2) Section 11 of the Export Administration Act of 1979 (50 U.S.C. App. 2410); (3) Sections 793, 794, or 798 of title 18, United States Code (relating to espionage involving defense or classified information); (4) Section 16 of the Trading with the Enemy Act (50 U.S.C. App. 16); (5) Section 206 of the International Emergency Economic Powers Act (relating to foreign assets controls; 50 U.S.C. 1705); (6) Section 30A of the Securities Exchange Act of 1934 (15 U.S.C. 78dd-1) or section 104 of the Foreign Corrupt Practices Act (15 U.S.C. 78dd-2); (7) Chapter 105 of title 18, United States Code (relating to sabotage); (8) Section 4(b) of the Internal Security Act of 1950 (relating to communication of classified information; 50 U.S.C. 783(b)); (9) Sections 57, 92, 101, 104, 222, 224, 225, or 226 of the Atomic Energy Act of 1954 (42 U.S.C. 2077, 2122, 2131, 2134, 2272, 2274, 2275, and 2276); (10) Section 601 of the National Security Act of 1947 (relating to intelligence identities protection; 50 U.S.C. 421); (11) Section 603(b) or (c) of the Comprehensive Anti-Apartheid Act of 1986 (22 U.S.C. 5113(b) and (c)); and

(12) Section 371 of title 18, United States Code (when it involves conspiracy to violate any of the above statutes).