Terms and Conditions for the International Announcement of Opportunityfor Hayabusa Sample Investigation
This agreement is made between the Japan Aerospace Exploration Agency (hereinafterreferred to as "JAXA"), established under the provisions of the Japan Aerospace
Exploration Agency Law of December 13, 2002, represented by its President and having
its principal office at 7-44-1 Higashimachi, Jindaiji, Choufu-shi, Tokyo, Japan, and theResearch Organization (hereinafter referred to as the “Research Organization”) that
submitted the application form for this agreement to JAXA, hereinafter collectively
referred to as “the parties.” Recognizing that the Muses-C (hereinafter referred to as“Hayabusa”) was launched by JAXA from Japan in May 2003 and returned to Earth inJune 2010, recognizing that JAXA shall provide a sample of the asteroid Itokawa broughtback by Hayabusa, recognizing that JAXA issued the Announcement of Opportunity(hereinafter referred to as "AO"), the Research Organization submitted a proposal in
response to the AO; and recognizing that JAXA has selected that proposal, the parties
hereto agree as follows.
1. Definitions
As used in this agreement, the following terms shall have the meanings indicated.
"Hayabusa" consists of the asteroid explorer plus all of the instruments on board.
“Hayabusa sample” means the particles of the asteroid Itokawa brought back byHayabusa.
A “PI” is the person who has been selected to perform these AO activities and who
belongs to the Research Organization, and whose name is shown on the Work Plan;
The “Co-Investigator” (CI) is the person who supports the PI in performing the researchdefined in this agreement with approval by the Research Organization and notification
to JAXA.
“Research” is defined in the AO and further detail is provided in the Work Plan.
“Research Results” means the results derived from the implementation of this AO.
2. Purpose and Scope
The purpose of this agreement is to establish the terms and conditions under which theResearch Organization shall conduct the AO activities. The Research is described in1

the Work Plan.
3. Period of PerformanceThis agreement shall come into force upon issuance of a confirmation sheet prescribedby JAXA and shall continue in effect during the sample loan period, unless terminatedas described in Article 22. In spite of the foregoing, Articles 9, 10, 11, 12, 18, 19, 20,21, 25, and 26 shall remain in force after the expiration of this agreement.
4. Affiliation
1.

If the Research Organization intends to add CIs, the Research Organization shallfirst obtain the consent of JAXA for such personnel. The Research Organization
shall submit to JAXA a list of such candidate CIs in order to obtain JAXA'sconsent. If JAXA does not agree to the proposed list of candidate CIs, then JAXA
will send notification to the Research Organization within seven (7) days ofreceiving the list of candidate CIs.

2.

The Research Organization shall supervise the PIs and CIs engaging in theResearch Projects and shall ensure that all PIs and/or CIs engage in the Research
Projects in accordance with the terms and conditions of this agreement. For
avoidance of doubt, with regard to this agreement, the PIs and CIs shall not be
deemed a third party.

3.

If a PI dies, retires from the Research Organization, takes a leave of absence fromwork, or is no longer engaged in the Research Projects, the Research Organization
shall immediately notify JAXA, and JAXA and the Research Organization may
terminate this agreement; provided, however, if the Research Organizationdesignates a researcher who belongs to the Research

4.

Organization as the PI’s successor, the Research Organization can continue AO
activities by notifying JAXA and the succeeding researcher becoming the new PI.
If JAXA does not agree to the proposed new PI, then JAXA will notify theResearch Organization within fourteen (14) days of receiving the notification
proposing the new PI.

5. JAXA’s Responsibilities
JAXA will make reasonable efforts to:2a)Prepare a list of Hayabusa samples and make it available on the website andb)

Lend the PI the Hayabusa sample that the PI requested.

6. Research Organization’s Responsibilities
The Research Organization will make reasonable efforts to:a)Develop a work plan for the AO activity providing for the Hayabusa sample to be
returned to JAXA soon after the AO activity is completed,b)Conduct and complete AO activities in accordance with the work plan,c)Establish an adequate security system for the Hayabusa sample,d)Deliver the Research Results as a summary by the end of the performance period
as described in Article 3, ande)

Account for the condition of the Hayabusa samples prior to returning them toJAXA.

7. Rights and Obligations Related to Hayabusa Samplesa)

The PI shall not use the Hayabusa sample for any other purposes than thosedefined by the work plan.

b)

The PI shall keep the sample as unpolluted as possible.

8. Transportation of Hayabusa Samplesa)

JAXA will use commercial transportation for the Hayabusa sample and will
accept scientific risks such as X-ray inspection, opening of the container in theairport, and its loss.

b)

If the PI cannot accept these risks, the PI is entitled to propose different
transportation in the work plan.

9. Transfer of Technical Data
Except as otherwise provided in this Article, each party under this agreement shalltransfer all technical data considered necessary to fulfill the receiving party’s
responsibilities under this agreement, to the extent feasible.
The parties will undertake to handle expeditiously any request for technical data
presented by the other party for the purpose of this agreement. Neither party shall have
any right to require the other party to transfer any data if such transfer would violate3the laws or regulations of the country having jurisdiction over such transfer.
The furnishing party shall mark with a notice or otherwise clearly indicate any technicaldata that are to be protected as proprietary or for export control purposes. Such a notice
shall indicate any specific conditions regarding how such technical data may bedisclosed or used by the receiving party including, for export control (a) that suchtechnical data shall be used or disclosed only for fulfilling the receiving party’s
responsibilities under this agreement, and, for proprietary rights (b) that such technicaldata shall not be disclosed, duplicated, or used by persons or entities other than thereceiving party, or for any other purpose, without the prior consent of the furnishingparty.
Each party shall observe any clearly indicated limitation on the handling of transferredtechnical data.
According to the directives of the furnishing party, the receiving party shall return orotherwise dispose of technical data provided under the Agreement upon completion of
the activities specified under the Agreement.
10. Intellectual Property Rights
If the Research Organization solely generates Potential Intellectual Property Rights inthe course of the Research Projects (Solely-Owned Intellectual Property Rights), theparty shall notify the other party immediately. In this case, the Research Organization
may take steps to apply for registration of the resulting Intellectual Property Rights assolely-owned ones at its own expense, provided that it shall obtain prior confirmationof the other party. For the avoidance of doubt, only if Potential Intellectual Property
Rights are generated or created by the Research Organization's sole work and solefunding shall such Potential Intellectual Property Rights be deemed to be solely
generated or created by the Research Organization.
11. Usage of Research Results
The Research Organization solely owns the Research Results and may utilize themexclusively. However, if JAXA wishes to utilize the Research Results, JAXA shallobtain written permission from the Research Organization in advance.
12. Publication of Research Results
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1.

The results obtained through the performance of these AO activities by theResearch Organization will be made available to the general public in a timelymanner. If the Research Organization intends to publish the Research Results, theResearch Organization shall inform JAXA prior to submission.

2.

The Research Organization shall add a statement to the publication that indicatesas appropriate that the Research Results have been obtained through thecooperation between the Research Organization and JAXA.

13. Language
All communications between the Research Organization and JAXA under thisagreement shall be in English.
14. Force Majeure
Neither party is liable for failure, delay, or suspension in performing its part of thisagreement when such failure is due to reasons including, but not limited to, fire, war,
inevitable accident, act/policy of government, and legal restrictions beyond the controlof the party.
15. Taxes and Customs
If any customs fees and/or taxes of any kind are levied on the transactions necessary
for the implementation of this agreement, such customs fees and/or taxes shall be borneby the party of the country levying the fees and/or taxes.
16. Funding
There will be no exchange of funds under this agreement. Each party shall bear thecosts necessary to fulfill its own responsibilities under this agreement.
17. Limitations on Liabilities
JAXA and the Research Organization each agree to waive any claim against the otherwith respect to any injury or death of its employees or the employees of its relatedentities, or with respect to damage of any kind, or any loss of its own property orproperty of its related entities arising out of activities under this agreement (hereinafterreferred to as “Damages”), excepting such Damages which arise through willful5

misconduct and gross negligence and excepting intellectual property rights.
18. Privacy Policy
JAXA will not use personal information including name, affiliation, and email address
other than for implementing this AO. JAXA also may provide this information toJAXA’s contractor supporting this AO. In that case, JAXA will ensure that thecontractor will adhere to the same privacy policy.
19. Inventions and Patents
Nothing in this agreement shall be construed as granting or implying any right to, orinterest in, patents owned by or inventions that are independently developed by theparties to the agreement or their contractors or subcontractors.
20. Confidentiality
1. In this agreement, "Confidential Information" means any information that a party
discloses or presents in writing or by other media to the other party in the course of
these Research Projects. However, Confidential Information does not include thefollowing:a)

Information that is already known to the public when disclosed by thedisclosing party;b)Information that becomes known to the public after disclosure by the disclosing
party without intentional misconduct or negligence of the receiving party;c)Information that the receiving party already had before the disclosure by thedisclosing party;d)Information that the receiving party acquires from a duly authorized third party
not subject to confidentiality obligations;e)Information that the receiving party independently develops without utilizing
information obtained from the disclosing party;f)Information with prior written consent of the disclosing party for disclosure andpublication; org)

Information that is required to be disclosed by applicable laws, judgment, ororder of a competent court. In this case, the receiving party shall promptly
notify the disclosing party of the necessity of disclosure.
62. The receiving party shall keep the Confidential Information secret, and shall notdisclose or divulge any Confidential Information to a third party without the priorwritten consent of the disclosing party.
3. The confidentiality obligation under this Article shall remain effective for a periodof five (5) years after the termination of the Agreement. However, this period ofkeeping confidentiality may be extended or shortened by mutual agreement.
21. Government Approvals
Each party shall obtain such permits, licenses, and other government authorizations as
required for it to perform its responsibilities under this agreement, and shall comply
with all applicable laws and regulations.
22. Suspension
If the Research Organization fails to meet the purposes of this agreement or to comply
with the terms of this agreement, JAXA may suspend execution of this agreement, inwhole or in part, pending corrective action by the Research Organization or a decision
by JAXA to revoke this agreement.
23. Termination
1. Either party may terminate the Agreementa)

When the other party commits a dishonest and/or inequitable act thatirreparablyb)

harms the mutual trust between the Parties, provided that the breaching party
fails to offer any effective and satisfactory remedial measures within seven (7)days after receiving a demand for corrective action from the harmed party;c)When the other party violates any of the terms and conditions of this Agreement,
provided that the breaching party fails to offer any effective and/or satisfactory
remedial measures within seven (7) days after receiving a demand forcorrective action from the harmed party; andd)

When the Parties consent to termination.

2. Upon termination of the Agreement, the Research Organization shall promptly
deliver to JAXA all work including, but not limited to, all work in progress and all
work that is completed and otherwise ready for delivery.
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3. The preceding paragraph shall apply to termination upon the occurrence of the events
contemplated in Article 4, Paragraph 3.
24. Special Agreement
Any supplement, modification, or amendment of this Agreement shall only be binding
if made under a mutual written agreement between the Parties which makes specificreference to this Agreement.
25. Dispute Resolution
The Parties agree to make their best efforts to solve amicably any dispute, controversy,
or difference arising out of, in connection with, or resulting from this Agreement.
26. Arbitration
All disputes that cannot be amicably settled by the method defined in the previous
paragraph hereof will be settled by arbitration in Tokyo in accordance with theCommercial Arbitration Rules of the Japan Commercial Arbitration Association.

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STATEMENT OF AGREEMENT
I, the undersigned, have read and fully understood the above “Terms and conditions for
the International Announcement of Opportunity for Hayabusa Sample Investigation” andagree to abide by the rules contained therein.
__________________________________________ (Signature)__________________________________________ (Full Name in Block Letters)__________________________________________ (Full Name of Organization)________________,___________

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YEAR (20xx)

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