Flory B. Ellis, Sector Manager, Export .

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. Flory B. Ellis, Sector Manager, Export/Import Management, Northrop Grumman Corporation August 5, 2008 1:50-2:50. Hotly debated issues in Export Management and Contracts. Contracts/Subcontracts and Export Management
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Hot Topics in Export Management and Contracts Flory B. Ellis, Sector Manager, Export/Import Management, Northrop Grumman Corporation August 5, 2008 1:50-2:50

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Contracts/Subcontracts and Export Management – Working Together Contracts is the main line of resistance Awareness of New Activities Contractual Language Drive Compliance Protect the Company Facilitate Timely Exports

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Agenda Contracts Foreign Contracts Foreign Company as a Team-Mate Foreign substance as a Customer USG Contracts USG Customer Foreign Military Sales (FMS) Subcontracts Foreign Domestic Best Practices/Take-Aways

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Foreign Contracts Foreign Company as a Teammate

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Non-Disclosure and Teaming Agreements Should contain dialect that restricts the trades of data as per Export Compliance controls Protective Clauses: Party gets to be "ineligible" Country gets to be "suspended" or "banned"

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Technical Assistance Agreements With whom would we say we are joining? What do we plan to trade? Do we plan to together market? To Whom? Do they use subs with whom we should communicate? Will they be showcasing our items for our benefit? The other way around?

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Foreign Contracts Foreign Entity as a Customer

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Contractual Terms Should demonstrate that re-exchange/re-fare of articles sent out to them must be as per U.S. Government controls Return/Repair dialect Protective Clauses: Party gets to be "ineligible" Country gets to be "suspended" or "banned"

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Technical Assistance Agreements Does the Customer utilize any on location Contractors with whom we will be actually trading? What do we plan to trade? What is the span of the Contract? What is the VALUE of the Contract?

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USG Contracts USG Customer

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Interim DFAR run Published Jul-21-08 Requires contractual workers to agree to fare control laws Requires announcing when access to send out controlled data/equipment is gotten to

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Support of U.S. Client The ONLY office approved to affirm Defense Article fares is the Directorate of Defense Trade Controls, U.S. Branch of State!

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What does this Mean? Outside Exchanges in the interest of out U.S. Government client IS an Export and DOES require endorsement under the International Traffic in Arms Regulations (ITAR) Foreign Disclosure Approval IS NOT Export Approval Government-to-Government Agreements ARE NOT Export Approvals

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How Can I Export in Support of my USG Customer? Via Technical Assistance Agreement Must be marked by the remote party Export much be inside the bounds of the Scope of Work and the Provisos Via Exemption Contract permits self confirmation under the ITAR Exemption Letter is issued by the Agency/Service

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For Example: If your organization is asked collaborate with an outside gathering the accompanying ought to be tended to: "Would we say we are directing a fare?" See meanings of "fare", "specialized information" and "guard administrations" If the answer is "yes" then ask, "Do we have endorsement for this fare?" Does the Contract take into account self-affirmation of an ITAR Exemption? Is there a dynamic assention? Is it substantial (extension, and so forth.)? Are the stipulations alright? Is there an exclusion letter? Is the extension substantial? Are the restrictions worthy?

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How can Contracts Help? Audit the RFP to Determine if there will be any outside association. In the event that YES, BEST approach to address is with a particular condition in the Contract (for instance): Contractor will be required to go outside the United States, and will be in charge of impermanent imports and fares of guard articles, including specialized information (stacked by means of hard drive, CD, and so on.) and the execution of safeguard administrations in support of  [Insert the name of the operation, agreeable venture or deals program (e.g., Operation Iraqi Freedom, USCENTCOM CDI, JWFC] and in accordance with 22 CFR 126.4(a).  Contractor will be set up to perform resistance administrations and briefly import and fare to the accompanying remote people: [insert all the foreign people (e,g, UK MoD (UK), BAE (UK), Thales (France), Alenia Marconi (Italy), with the nation in parenthesis]. [Or, to remote people inside the USCENTCOM Area of Responsibility, at the express course of and under the supervision of the USCENTCOM.]

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How can Contracts Help? In the event that the Customer won\'t Accept the statement, talk about a Technical Assistance Agreement, or different choices with your Empowered Official Regulations require that a TAA recognize: All Foreign Parties who will have entry to USG specialized data What (particularly) will be exchanged The length

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How can Contracts Help? On the off chance that there is neither a Contracts statement OR a TAA, and exclusion from the Service/Agency must be gotten: Once an assurance has been made that an exception is required: Provide germane data with respect to the occasion to SEIM Event title, extension, area, and date (s) Subs included Foreign nations/associations included Will occasion be restricted to outside government staff or will remote contractual workers take an interest? What information will be given Foreign exposure required? Grouping Will there be immediate contact w/nonnatives or will interface be through USG faculty as it were? Recognize what will be delivered/messaged/hand-conveyed abroad

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USG Contracts Foreign Military Sales

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FMS Requirements Sales Agreement between Governments USG is your client. Combines universal prerequisites for more noteworthy creation economy. Guarantees institutionalization, interoperability. By and large 120 days from Letter of Request (LOR) to Letter of Offer and Acceptance (LOA) for 80% of LOR\'s. Sends out regularly controlled/actualized by means of ITAR Article 126.6 Exemptions. LOA and Contract must be reliably organized. May be cases where ITAR 126.6 not pertinent and a different TAA/MLA is required. Permit plan would incorporate a calendar in view of need date.

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Subcontracts Foreign

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Establishing the Relationship Screening or Vetting the Supplier Screen the Company against the USG Denied Lists particularly the State Department\'s Debarred List Cannot take an interest with a suspended organization Non-Disclosure Agreement Foreign wellspring of supply, the NDA ought to include: Re-Export/Re-Transfer dialect

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Moving Forward with the Relationship Strategies Export Import PO or Subcontract Export Re-send out/re-exchange dialect Sales Reports Responsibility and Other Reporting Requirements Protection against debarment/ban Import INCOTERMS Special directions for bringing in

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Subcontracts Domestic

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Establishing the Relationship Screening or Vetting the Supplier Screen the Company against the USG Denied Lists particularly the State Department\'s Debarred List Cannot take part with a suspended organization Non-Disclosure Agreement Domestic wellspring of supply, the NDA ought to include: Notice of the Jurisdiction of the things to be gotten

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Moving Forward with the Relationship PO or Subcontract Export Registration Requirement of the Party Information on the Jurisdiction of the things Responsibility to consent to ALL US Export laws If a FMS case, guarantee that the suitable FMS dialect is streamed down to the sub, if required If genuine fares are to happen Responsible gathering for the fare endorsements Protection dialect against debarment/ban Import If real imports are to occur: INCOTERMS Importer of Record

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Best Practices and Take Aways

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Managing Contract Deliverables Licenses and Agreements can take 1-6 months or longer relying upon: Product development (State-of-the-Art versus 30 Year-Old Technology) Previous Licensing History (Repeat versus First Time) Level of Data to be Provided (Operators Manual versus Fabricating Information) Country of Ultimate Destination (NATO versus Non-NATO) Complexity of Transaction (Hardware Export versus Programming Design) Parties to the Transaction (Military, Government, or Private) End Use (Military versus Common Application) Congressional Notification Implications

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Other Contracting Pitfalls Timing – the prior Export Management is made mindful of a Contract, the more capable we are to help Do NOT accept that a U.S. Government contract does NOT have sends out! Because your Customer said it is OK, does NOT imply that it is! Fares can happen in the United States! Fares can be absolutely immaterial

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Subcontracts Clearly allocate consistence dangers & duties Subcontracts Clauses and P.O. dialect Export/Import arranges Don\'t get confined by a provider consistence issue Communicate early and frequently in regards to issues Work together to determine issues speedily Be set up to change or end connections QUALIFY Second Source Suppliers!

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Other Best Practices Screen all gatherings Periodically self-review/evaluate consistence documentation Consider whether the relationship has advanced Export Management and Contracts/Subcontracts can cooperate as a group to fortify the consistence and aggressiveness of their organizations!

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Department of State versus Division of Commerce State Dept Commerce Dept Commodity Jurisdiction Defense Articles, Services, and Data Commercial or Dual Use Equipment and Technology Dual Use Items

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Definitions – Defense Article Any thing on the USML 21 Categories Rule of thumb – on the off chance that it has been DESIGNED, MODIFIED, CONFIGURED OR RETROFITTED FOR MILITARY END-USE, it is a resistance article Examples Seats on Light Armored Vehicles Bathroom establishments on Destroyers Exceptions Commercial Communications Satellites Personal Protective Wear

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Definitions – Export Sending or removing a barrier article from the United States Transferring enrollment, control or proprietorship to

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