Mitsubishi Electric to Acquire Nozomi Networks
Read the News
Nozomi Networks (“Nozomi”) is committed to compliance with global export control laws and regulations, including the export controls applicable under the Export Administration Regulations (EAR). Nozomi Networks will not export, re-export, ship, or otherwise transfer any item (commodity, software, or technology), directly or indirectly, in violation of applicable laws or regulations. It is Nozomi Networks’ policy that all employees, comply with the United States export policies and regulations in support of Nozomi’s commitment in protecting the national security and foreign policy interests of the United States. Under no circumstances will exports be made contrary to U.S. export regulations by any individual operating on behalf of Nozomi.
Employees outside the United States may not re-export any commodity, technology, or software unless the appropriate authorization has been obtained, and this includes foreign-produced items that are the direct product of U.S. technology and software and are subject to national security controls under the Export Administration Act. No activities will be undertaken that are in violation of the United States policies which seek to control nuclear proliferation, missile technology, and chemical and biological weapons.
Some of Nozomi’s products are classified as “dual-used” which attracts a higher level of control because of its potential use in weapons and weapons systems, defense and military applications. These controls are very precise and compliance with them is mandatory, not voluntary. Accordingly, Nozomi, as an exporter, must assume even greater responsibility for screening its customers and transactions. Careful review of both the end-use and the end-users involved with international transactions is required to ensure export control compliance. Particular attention should also be taken when releasing technical information to foreign nationals, electronic transmission of data/software and when hand carrying exports.
No employee has the authority to act contrary to this Policy, nor direct, authorize, or condone violations of the Policy by any other employee. Failure to comply with these regulations may result in the imposition of criminal and/or civil fines and penalties, including jail time, monetary penalties, loss of export privileges and damage to the individual and Nozomi’s reputation. All responsible parties will be subjected to disciplinary action and/or termination.
All employees are expected to take this matter very seriously in ensuring that Nozomi’s activities are compliant with all applicable export control laws and regulations. If you have any questions concerning the legitimacy of a transaction or potential violations, please contact:
Export Compliance Responsible Personnel: Bibi Khan
Title: Senior Export Control & Sanctions Manager
E-Mail: ExportCompliance@nozominetworks.com
Further, employees are required to attend periodic export compliance awareness training offered/arranged by Nozomi’s Export Compliance department. Employees especially those directly involved in international sales and movement of goods across borders are expected to familiarize themselves with relevant export controls and potential noncompliance scenarios relevant to Nozomi’s products, software, technology, destinations and activities.
Note: This Statement of Corporate Commitment to Export Compliance will be issued on an annual basis or if necessitated by personnel changes, changes in management, or regulatory changes.
The Export Control Manager is responsible for disseminating this Statement throughout the organization through Nozomi’s Export Compliance Program updates, incorporation into training and presentations, and posting on Nozomi’s website.
Signed: Chief Executive Officer, Nozomi Networks.
This document serves to outline Nozomi Networks’ policy on export controls and sanctions compliance according to its Export Management Compliance Program (EMCP) addressing:
This policy is intended to ensure Nozomi’s compliance with all U. S., EU, Switzerland and UN export control and economic sanction laws and regulations, including the U.S. Export Administration (“EAR”), the International Traffic in Arms Regulations (“ITAR”) administered by the U.S Department of State Directorate of Defense Trade Controls (DDTC), and regulations administered by the U. S. Department of Treasury’s Office of Foreign Assets Controls (“OFAC”). The applicable Code of Federal Regulations (CFR) as listed below stipulates the following regulations:
Nozomi Networks’ products, software, and technology are subject to export controls under the laws and regulations of the United States (U.S.), the European Union (EU), Switzerland, United Arab Emirates (UAE), Taiwan, and any other applicable countries from which Nozomi’s products are exported. Export, reexport, transfer, and use of Nozomi Networks’ products may require obtaining U.S. or other jurisdiction’s authorizations, permits, or licenses.
Employees are required to contact Export Compliance at ExportCompliance@nozominetworks.com whenever they expect to be involved with any export control issues.
It is the policy of Nozomi Networks (“Nozomi”) to comply with all relevant export control and sanctions laws and regulations including, but not limited to, those of the United States. The export-related requirements and procedures outlined below must be followed by all Nozomi’s employees, contractors, and all partners and vendors engaged in business activities with Nozomi Networks, to meet the Company’s compliance obligations.
Every export, re-export and transfers must comply with the applicable export controls pertaining to the products, parties, destination, end-uses of the transaction as outlined below in section 2.1 through 2.4.
When onboarding new customers including Resellers, Partners and Distributors, Nozomi’s “Know Your Customer” (KYC) procedure as outlined below in section 2.2, must be followed and a KYC form completed and provided to Export Compliance.
All applicable sanctions laws must be followed through restricted party screening for all sales and financial transactions (issue and receipts of payments) between Nozomi, banks and other financial institutions as outlined in restricted party screening below, section 2.2.
Re-exports, transfers and diversions of Nozomi’s products is strictly prohibited without the applicable valid authorizations from the relevant regulatory, enforcement, national and local authorities as outlined in section 2.5.
The restrictions and requirements, terms and conditions, for every export authorization (export license, license exception and export authorizations) must be met at all times as outlined in section 2.6 below.
Any and all anti-boycott requests must be reported promptly to ExportCompliance@NozomiNetworks.com as outlined in section 2.7 below.
Any request from or contact from regulatory and enforcement agencies regarding audits, evaluations, site visits, fines, penalties, enquiries and request for information, must be forwarded to ExportCompliance@NozomiNetworks.com and legal@nozominetworks.com as outlined in section 2.8 below.
The Nozomi Export Compliance Leader must be consulted with any questions regarding the laws and regulations covered by this Policy and must be notified of any suspected export violations. Violations of the laws and regulations described in this Policy can result in criminal and civil penalties, and personnel who violate this Policy may be subject to corporate discipline, including termination. However, no personnel will be discharged suspended or demoted for good faith reporting of suspected violations. Every Nozomi Networks’ location worldwide must adhere to U.S sanctions laws. Any business transaction with Nozomi Networks regardless of territory, requires compliance with U.S and UN sanctions laws and regulations.
Nozomi Networks’ products are controlled under the U.S. Export Administration Regulations, EU Dual-Use Regulation, Switzerland Ordinance on the Control of Dual-Use Goods, Taiwan’s Strategic High-Tech Commodities (SHTC) under its Foreign Trade Act, UAE’s Strategic Goods List under the Export Control Law, and Wassenaar Arrangement, as telecommunications/ networking and information security equipment in category 5, parts 1 and 2. Resellers, Partners and Distributors may request individual Export Control Classification Number (ECCN) for Nozomi’s products. Nozomi’s personnel must obtain the accurate ECCNs when providing such information to internal and external stakeholders. The ECCN classifications for specific products supplied by Nozomi Networks can be obtained from ExportCompliance@NozomiNetworks.com.
Products are controlled based on ECCNs, origin, end-user, end-use and destination. Nozomi’s supply chain model takes these controls into consideration and therefore it is the policy of Nozomi to encourage orders destined for countries within a specific region to be sourced from the same region due to these export controls. All Purchasers of Nozomi’s products must comply with the requirements of the respective export authorizations for each controlled product. Should they divert from this sourcing strategy then it is their responsibility to obtain the relevant export authorizations in compliance with the applicable regulations and requirements. However, the liability for non-compliance for the export of Nozomi’s products remains with Nozomi (when Nozomi is the Exporter) under the eyes of relevant authorities therefore, all involved personnel must take all reasonable steps in ensuring that the export compliance policy is followed in its entirety.
Nozomi Networks adapts a supply chain model where exports are supplied by their respective regions whereas,
No Nozomi’s personnel shall provide ECCNs, advise on destination requirements and restrictions, supply any information, or conduct any transaction contradicting to the above policy.
Nozomi does not sell to anyone who is and prohibits its Partners, Distributors and Resellers from selling Nozomi Networks’ products to a party who is:
Further, all parties to every transaction must be accurately and completely stated in Nozomi’s ERP system (Salesforce) for automated screening and red flags review process to be conducted. The “KYC” (Know Your Customer) form must be completed during onboarding of all non-publicly listed Fortune 500 customers a signed end-user license agreement (“EULA”) from the Customer for every export, reexport and transfer transaction.
Exports, re-exports or transfers of Nozomi Networks products to sanctioned jurisdictions: Cuba, Iran, Iraq, North Korea, Syria, Russia, Belarus, and the Crimea, Donetsk, and Luhanskregions of Ukraine, is strictly prohibited.
Exports, re-exports or transfers of Nozomi Networks products to the following high risk/restricted destinations are subjected to enhanced due diligence and must be referred to Export Compliance for review and approval: Afghanistan, Burma/Myanmar, Cambodia, Central African Republic, China (PRC), Democratic Republic of the Congo, Eritrea, Haiti, Hong Kong, Lebanon, Libya, Nicaragua, Somalia, South Sudan, Republic of Sudan, Turkey, Ukraine, Venezuela ,Vietnam, Yemen and Zimbabwe.
Nozomi Networks’ products may not be used directly or indirectly for uses inconsistent with their original design and intended applications (e.g., communications, OT management and network management), nor for any of the “restricted” end-uses listed below without the proper authorizations:
Russia and Belarus: Nozomi’s products shall not be sold, exported, or re-exported sell, directly or indirectly, to the Russian Federation or Belarus or for use in the Russian Federation or Belarus any products (hardware and software) supplied by Nozomi Networks in accordance with Council Regulation (EU) No 833/2014 & (EU) No 2021/821. Resellers shall establish and maintain adequate monitoring mechanism and employ best efforts to detect conduct by any third parties further down the commercial chain in preventing diversions to the Russian Federation and Belarus. Reseller is expected to conduct due diligence in knowing its customers.
All other destinations: Re-exports, transfers and diversions of Nozomi’s products is strictly prohibited without the applicable valid authorizations from the relevant regulatory, enforcement, national and local authorities.
Export Authorizations can be based on transaction type or export/reexport/transfer specific depending on the product, end-user, end-use and destination.
Single transaction export/ reexport/transfer specific export authorizations include:
Multi transaction export/reexport/transfer export authorizations include:
1. License exception. These are export authorizations which allow the transaction under stated conditions, items subject to the EAR that would otherwise require a license.
Nozomi currently utilizes two license exceptions:
Both License exceptions prohibit exports, reexports and transfers to Cuba, Iran, Syria and North Korea while license exception GBS only allows the export to Group B countries specified by the EAR. The main countries excluded are Ukraine; Sudan; China; Hong Kong; Vietnam; Cambodia; Myanmar; Venezuela; Nicaragua; Libya; and Yemen.
Any shipments of Nozomi’s guardian air products under this export authorization (GBS) must clearly be communicated to the end-users of the restricted destinations. Nozomi’s personnel must exercise care when using this license exception to ensure that ultimate destination is not any of these excluded countries.
2. No License Required “NLR” – this is the designation for exports, reexports and transfers which does not require a license based on ECCN, end-user, end-use and destination only after determined by Export Compliance or by U.S BIS. Nozomi’s personnel shall not use this authorization for transactions unless specifically provided by Export Compliance or U.S BIS.
3. Encryption License Arrangements (ELAs)- these are licenses issued for certain encryption products when License Exception “ENC” is not applicable and is often intended for more sensitive government end-users. Nozomi currently do not have any ELAs in process or in use. However, should this be required in the future, all Nozomi’s personnel must comply with the terms and conditions of the license.
4. EU Dual Used UGEA EU001 – This is an export authorization issued by the EU entity for the export of dual-used commodities to only the following countries outside of the EU: Australia, Canada, Japan, New Zealand, Norway, Switzerland (including Liechtenstein), United Kingdom and the United States. Nozomi utilizes this export authorization for exports to the United Kingdom, Norway and Switzerland (including Liechtenstein). Products exported under the UGEA EU001cannot be reexported to countries outside of this list.
All of Nozomi’s personnel are expected to communicate these restrictions to the end-user and must exercise care when using this authorization to ensure that ultimate destination is not outside of these countries.
\Nozomi Networks must not participate in any economic boycott nor provide boycott-related information or prohibited statements to any party engaged in such activity. If Nozomi receives such requests, it must be reported immediately to ExportCompliance@NozomiNetworks.com who must then report to the U.S. government.
If an Nozomi Networks employee receives any agreements, letters of credit, shipping instructions or other business documentation with boycott language, this information must be referred to the ExportCompliance@NozomiNetworks.com for review and resolution. Employees involved in trade transactions should be particularly aware of such requests among common correspondences, contract clauses, purchase orders, statement of work, and vessel information. Even a contractual clause requiring compliance with general laws of a foreign country may be deemed an agreement of cooperation with a boycott if that county is on the U.S. Department of Commerce’s list of boycotted countries. Currently this includes Iraq, Kuwait, Lebanon, Libya, Qatar, Saudi Arabia, Syria, and Yemen.
Conduct subject to penalties under the Tax Reform Act and prohibited under the EAR include:
Any request from or contact from regulatory and enforcement agencies regarding audits, evaluations, site visits, fines, penalties, enquiries and request for information, must be forwarded to ExportCompliance@NozomiNetworks.com and legal@nozominetworks.com. These include but are not limited to:
The EAR prohibits directly engaging in transactions or supporting transactions involving EAR-controlled items if entities and individuals possess “knowledge” that a violation “has occurred, is about to occur, or is intended to occur in connection with” the export, re-export, or in-country transfer of such items.
EAR’s guidance clarifies that “knowledge” within the meaning of the EAR encompasses both direct awareness and “an awareness of a high probability of its existence or future occurrence.” Such awareness can be inferred from a “conscious disregard of facts” or “willful avoidance of facts” known to the person. In this context, the EAR treats “knowing” and “having reason to know” as equivalent legal standards. Nozomi can therefore be held liable if there are indications suggesting a high probability of a violation, even with the absence of direct knowledge.
Nozomi’s personnel are advised that once an employee comes into possession of such “knowledge” in this regard, then Nozomi itself as an entity is deemed as possessing “knowledge” and is therefore liable for any violations.
All employees are required to exercise reasonable care when involved in or supporting an export, reexport or transfer, and to promptly report any violations to ExportCompliance@NozomiNetworks.com and legal@nozominetworks.com
All documents related to export transactions, violations, export controls must be maintained for a period of five (5) years from the date of last shipment, the date of cessation of work the contract, or the expiration of the license, whichever is longer in accordance with the EAR. All sanctions and screening records must be retained for a period of ten (10) years in accordance with U.S sanctions regulations and EU regulations. All records must be completed, readily accessible, readable, legible and reproducible in electronic or paper format. Nozomi Networks shall preserve and prevent alteration, changes or destruction of original records related to export transactions.
