In connection with the use of Pratt & Whitney Canada Corp.'s ("P&WC") MyP&WC Power Portal (the "Portal") by users (the "Users") of the organization that I represent (the "Company"), and in my capacity as authorized representative of the Company for these purposes, I agree to comply with and perform the following obligations:
1. Manage and control Portal access for the Company, including ensuring that the User requesting access is currently employed by the Company, that the applications requested are relevant to the job description of the employee and that the employee has the appropriate authority for the applications requested. Confirmation of appropriate authority extends to any necessary governmental authorizations related to the transfer, export, import, retransfer or re-export of any data controlled by the United States International Traffic in Arms Regulations ("ITAR"), the U.S. Export Administration Regulations ("EAR"), or any other U.S. or Canadian laws, regulations and/or directives governing the data, including but not limited to sanction party and embargoed country checks.
2. Review, maintain and confirm the Portal access privileges of any User in the Company. This review must be performed on an as-needed basis and in any event, at least once every quarter. I shall, without delay, provide any information requested by P&WC in support of any export laws, regulations and/or directives governing data in the Portal, in support of P&WC's export compliance activities, including but not limited to evidence of screening of Users from the Company. I agree to assist P&WC in routine system audits to verify User information.
3. Identify a second representative to perform the obligations hereunder in my absence or as may be required from time to time. Such second representative must agree to be bound by the terms, conditions and obligations set forth in this Agreement.
4. Remain aware of, and up-to-date in respect of, the information, tools and applications that are available on the Portal and share such information, tools and applications with the Users.
5. Immediately cancel Portal access privileges of, and take all other steps necessary to ensure that, any User whom (i) is no longer employed by the Company, (ii) is subsequently identified as a sanctioned or restricted party under the ITAR, the EAR, or any other U.S. or Canadian export regulations no longer has access to the Portal. I agree to immediately notify P&WC of any such access cancellations.
6. Maintain, strictly apply and enforce and communicate, at a minimum, the following security policies
a. Every User must have a valid username, password, unique email address and any additional form of security that P&WC, at its discretion, may require. User ID's and passwords must not be shared or transferred, within the Company or otherwise.
b. Communicate to all Users, on a regular basis, the obligations of the Company, as indicated in the MyP&WC Power Portal Website Service Agreement with respect to the use and disclosure of P&WC proprietary information, other P&WC confidential information and U.S. and Canadian laws, regulations and/or directives governing or controlling the transfer, export, retransfer or re-export of any data.
c. Ensure compliance by the Company of the terms and conditions set out in the MyP&WC Power Portal Website Service Agreement.
d. Only grant access to or use of the Portal to permanent employees of the Company, and not to any contractor, subcontractor, sub-supplier or temporary employee of the Company or any other third party, without P&WC's prior written approval, which may be withheld in P&WC's discretion.
e. Immediately notify P&WC if the Company's legal status changes, including, without limitation, by reason of a merger, change of control or name change.
f. Immediately notify P&WC of any change in my own employment status with the Company.
g. Promptly report to P&WC any actual or suspected unauthorized access to the Portal or breach of the foregoing security policies.
I hereby represent and warrant that (i) I have the legal capacity to enter into this Agreement and to perform the obligations provided herein, (ii) I have obtained my employer's unconditional consent to act as representative of the Company hereunder, (iii) I am duly authorized to bind the Company; and (iv) to the extent I provide to P&WC personal information concerning a User or a replacement representative, I have obtained the informed consent of such person to provide his/her personal information to P&WC for the purpose of determining whether such User or replacement representative fulfills the terms and conditions provided herein for Portal access and use.
I hereby consent to P&WC's collection, use and disclosure of my personal information which I have disclosed to P&WC for the purpose of acting as a representative hereunder, and in particular, for the purpose of allowing P&WC to verify my compliance with the terms, conditions and requirements set out in this Agreement. All such personal information shall be dealt with in accordance with P&WC's Website Privacy Statement.
I understand and agree that I shall receive no compensation or remuneration whatsoever from P&WC for compliance with, and performance of, the obligations set forth herein, as representative of the Company.
I may terminate my role as representative hereunder, at any time and for any reason whatsoever, by giving P&WC a 15 day prior written notice, and I will endeavour to find a replacement representative before the effective date of my termination as representative hereunder. I understand and agree that P&WC may terminate my role as representative hereunder, at any time and for any reason whatsoever, without prior notice and without incurring any liability.
I understand that nothing in this Agreement shall be deemed or intended to create between me and P&WC, a relationship of employer and employee, mandator and mandatary or any other legal relationship. Representative shall not be, nor shall he represent itself as being, authorized to bind P&WC or to act on its behalf, in any manner or respect.
This Agreement shall be governed by and interpreted in accordance with the laws in force in the Province of Quebec, Canada, without regard to its conflict of laws principles. The parties hereto agree that this Agreement and all documents related hereto be drafted in the English language only. Les parties aux présentes conviennent que cette convention ainsi que tous les documents s'y rattachant soient rédigés en langue anglaise seulement.