Conditions for Implementing Advanced Development Consultations
1 Definitions
For the purpose of this Agreement, the following terms are defined as follows:
1.1 "Advanced Development Consultations" means the guidance or advice to be provided to aclient (“Client”) by the University of Tokyo ("University") through a faculty and/or staff of theUniversity based on their education, research and technology, to support the Client’s business oractivities, in accordance with the Application for Advanced Development Consultations
submitted by the Client and accepted by the University (“Application”). The Client shall bear theexpenses necessary to perform Advanced Development Consultations.
1.2 “Intellectual Property Rights” means any and all world-wide intellectual property rights,including, but not limited to, patent rights, utility model rights, design rights, copyrights,
trademark rights, know-how and the rights to obtain these rights.
1.3 “Parties” means the University and the Client collectively. “Party” means the University or
the Client individually.
1.4 “Agreement” means this Conditions for Implementing Advanced Development Consultations
agreed by the Parties.
”
2 Implementation of Advanced Development Consultations
The University shall carry out Advanced Development Consultations in accordance with thisConditions for Implementing Advanced Development Consultations and the Application.
3 Termination of Advanced Development Consultations
Advanced Development Consultations shall be terminated at any of the following points.
3.1 When the University and the Client agree that the purpose stated in the Application has beenachieved or realized.
3.2 When the Parties agree that achieving or realizing the purpose stated in the Application isimpossible or extremely difficult.
3.3 When the period of the Advanced Development Consultation stated in the Application hasexpired.
3.4 When a deadline specified by agreement between the University and the Client, if any, haspassed.
4 Payment of Fees for Advanced Development Consultations
4.1 The Client shall pay the fees for Advanced Development Consultations set forth in theApplication according to the invoices issued by the University by the due date specified in theinvoice.
4.2 If the Client does not pay the fee set forth in the preceding paragraph by the due date asprescribed in the preceding paragraph, the University may request the Client to pay a delinquency
payment based on the number of days from the day after the due date to the actual payment date.
The delinquency payment may be claimed according to the rate of three percent (3%) per annum.
At the requested by the University, the Client shall pay the delinquency payment.
4.3 As a general rule, the University shall not return the fee for Advanced Development
Consultations paid by the Client. However, this may not apply if all or part of the Advanced
Development Consultation could not be provided due to reasons attributable to the University.
5 Accounting
Accounting related to the fees for Advanced Development Consultations specified in Article 4
above shall be done by the University.
6 Ownership of Equipment, etc. acquired with the Advanced Development Consultation Fees
Ownership of all facilities, equipment, supplies, etc. acquired using the fees the Advanced
Development Consultations shall belong to the University.
7 Cancellation of Advanced Development Consultations or Extension of the Period
In the event of an unforeseeable event such as a delay in the Advanced Development Consultation
due to natural disaster or other force majeure or unavoidable reason, the Advanced Development
Consultation shall be discontinued or extended by discussion and agreement between theUniversity and the Client. In this case, neither the University nor the Client shall be liable for any
damage, loss, or liability, etc. that may occur to the other due to the discontinuation or extensionof the Advanced Development Consultation.
8 Handling of Advanced Development Consultation Fees due to Cancellation or Extension ofAdvanced Development Consultations
8.1 If there is a risk that the fees received will be insufficient due to the extension of the period
based on the provisions of Article 7, the University shall immediately notify the Client in writing.
In this case, the Client shall, in consultation with the University, decide whether or not to bear theadditional fees.
8.2 In the case where Advanced Development Consultations are discontinued pursuant to Article
7, if there are unused portions in the amount paid according to the provisions of Article 4.1, theClient may request for a refund from the University. the University will refund the unused portions
to the Client at the request from the Client.

9 Handling of Intellectual Property Rights
9.1 The Parties agree that Advanced Development Consultations do not aim to developIntellectual Property Rights. However, in case when something that becomes a subject of theIntellectual Property Rights is generated in the course of the Advanced Development
Consultations, the University and the Client shall discuss and determine the handling of such
Intellectual Property Rights.
9.2 Nothing in this Agreement shall be construed to grant any license to the Client under any
Intellectual Property Rights of the University that is obtained out of the scope of this Agreement.
10 Confidentiality
10.1 Neither Party shall disclose to any third party other than the academic advisor, faculty or any
person of either Party who needs to know the information in order to conduct and manage theAdvanced Development Consultation including professional legal or accounting advisor (the“Recipient”) any information provided or disclosed by the other Party during the Advanced
Development Consultation which is marked as confidential at the time of the submission ordisclosure from the disclosing Party, or which is disclosed orally with a statement upon suchdisclosure that it is confidential and the disclosing Party notifies the receiving Party in writing
within 30 days after the disclosure that such information is confidential (collectively the“Confidential Information”). Further, the Parties shall cause the Recipients to hold such
Confidential Information in confidence even after the Recipients leave their work position;
provided, however, that Confidential Information shall not include any information which, it canbe demonstrated:(1) was already possessed by the receiving Party at the time of the provision ordisclosure;(2) was already part of the public domain at the time of the provision or disclosure;(3) became a part of the public domain after the provision or disclosure without fault of thereceiving Party;(4) was lawfully acquired, without any confidentiality obligations, from a third party who has
the legitimate right to such information;(5) was independently developed by the receiving Party without reference to the Confidential
Information disclosed by the other Party; or(6) was excluded by the prior written consent of the other Party.
10.2 If either Party is required by a competent court or administrative institution to disclose any
Confidential Information under any law or regulation, it may disclose such information to suchcourt or administrative institution; provided, however, that:(1) it shall advise, to the extent reasonably possible, the other Party of the content prior to thedisclosure;(2) it shall make the disclosure only to the extent that is subject to such lawful order to disclose;(3) it shall expressly state in writing, upon disclosure, that such information is confidential; and(4) it shall, in accordance with the applicable laws and regulations, take all reasonable steps toprotect such information through consultation with the other Party, if possible.
10.3 Each Party shall, and shall ensure that its Recipients shall not, without the prior writtenconsent of the other Party, use the Confidential Information for any purpose other than for theAdvanced Development Consultation.
10.4 Articles 10.1 through 10.3 shall survive the expiration or termination of the period of theAdvanced Development Consultations for three (3) years; provided, however, that such period
may be extended or shortened upon written agreement by the Parties.
11 Publication of the Results of Advanced Development Consultations
11.1 When the University and/or the Client wish to publish results of the Advanced Development
Consultations, the Parties shall discuss and agree with each other on the matters to be made publicin advance as well as ensuring that they complying with the confidentiality obligations of Article
10.
11.2 When using the name, abbreviation, mark, emblem, logotype, trademark, etc. of theUniversity for the purpose of advertising of products or other commercial purposes, the Client
must first obtain the consent of the University in advance. The same shall apply in the case where
the Client uses the names of the faculty or staff including the officers of the University and theacademic advisor.
12 Termination of the Agreement
12.1 the University and the Client may terminate this Agreement immediately if any of thefollowing items applies and the situation is not corrected within 30 days after notification.
(1) When the other Party commits an illegal or unjust act regarding the conclusion orperformance of this Agreement(2) When the other party violates this Agreement
12.2 When the Client falls under any of the following items, the University may terminate thisAgreement immediately without any notice.
(1) When a petition for bankruptcy proceedings, civil rehabilitation proceedings, corporate
reorganization proceedings, or special liquidation proceedings has been filed(2) In the case where the bank transaction has been suspended or the payment has beensuspended

(3) When a provisional order for seizure is received or the tax and public dues are dismissed
13 Compensation for Damages
When the University or the Client suffers damages due to the reasons set forth in the precedingarticle or due to willful misconduct or gross negligence of the other Party, they may claim
compensation for the direct damages suffered from the other Party.
14 No Representation and Warranty
14.1 UNIVERSITY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND,
EXPRESSORCONSULTATION,IMPLIED,

CONCERNINGINCLUDING,THE

WITHOUTADVANCED

LIMITATION,

DEVELOPMENTWARRANTIESOFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT
OF THIRD PARTIES’ RIGHTS, AND THE ABSENCE OF LATENT OR OTHER DEFECTS,WHETHER OR NOT DISCOVERABLE. IN NO EVENT SHALL THE UNIVERSITY BE
LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL DAMAGES OR LOST PROFITS,REGARDLESS OF WHETHER THE UNIVERSITY SHALL BE ADVISED, SHALL HAVEOTHER REASON TO KNOW OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE
FOREGOING. THIS ARTICLE 14.1 SHALL SURVIVE THE EXPIRATION OR ANY
EARLIER TERMINATION OF THIS AGREEMENT.
14.2 For the avoidance of doubt, the University takes no responsibility of any damages incurredby the Client due to the Advanced Development Consultations, including any damages caused bysales of products and provision of services based on the Advanced Development Consultations.
15 Exclusion of Antisocial Forces
15.1 The Client (including its officers or employees; the same applies in the next paragraph)promises the University that it does not fall under any of the following items.
(1) organized crime group (“boryokudan”)(2) Member of an organized crime group (“boryokudan-in”) (including those who have left anorganized crime group in the last 5 years).
(3) associate member of an organized crime group(4) companies affiliated to organized crime groups(5) Racketeer group such as “Sokaiya”, “goro” advocating social movements, or crime groups
specialized in intelligent crime, etc.
(6) Other persons who fall in the preceding items
15.2 The Client promises not to carry out any of the following actions by itself or through a thirdparty.

(1) Violent demands(2) Unreasonable demands that go beyond legal responsibility(3) Acts that use threatening words and behavior or use violence in relation to transactions(4) Acts of spreading rumors, damaging the credibility of the University, or interfere with thebusiness of the University through the use of fraudulent means or force(5) Other acts in accordance with the preceding items
15.3 In the event the Client violates Article 15.1 or 15.2, the University may cancel this Agreement
without giving any notice.
15.4 Even if the Client incurs damages due to the cancellation of this Agreement pursuant to theprovisions of the preceding paragraph, there is no need for the University to pay compensation orcompensate for any damages. If such cancellation causes damages to the University, the Client
will be required to compensate for the damages.
16 Export Controls / Economic Sanctions
The Partner agrees to comply with applicable export controls and economic sanctions laws andregulations. Further, the Partner remains solely responsible for complying with such laws andregulations in all instances, including obtaining all necessary export authorizations and licenses.
17 Term of Agreement
This Agreement shall be effective during the period of the Advanced Development Consultation.
Even after the end of the Advanced Development Consultations, the provisions of Articles 9 to11, Articles 13 to 17, and Article 19 shall remain in effect until all the matters stipulated in therelevant articles disappear.
18 Discussions
When it is necessary to establish matters not stipulated herein, they shall be determined throughdiscussion between the Parties.
19 Governing Law and Jurisdiction
19.1. This Agreement shall be governed by Japanese law.
19.2. The Tokyo District Court shall have exclusive jurisdiction over any dispute relating to thisAgreement for the first instance.