Confirmation
To KONICA MINOLTA, Inc.
WE,(“COMPANY”) AGREE THAT WE ARE

LEGALLY BOUND BY THE FOLLOWING TERMS AND CONDITIONS IN
CONNECTION WITH OUR USE OF THE SOFTWARE DEVELOPMENT KITFOR KONICA MINOLTA MEASURING INSTRUMENTS (“SDK”) PROVIDED BY
KONICA MINOLTA, INC (“KONICA MINOLTA”).
§1 Definition.
(a) “Application Software” shall mean software which is designed anddeveloped by COMPANY for use in conjunction with KONICAMINOLTA’smeasuring

instruments

andwhichprovides

thefeatures/functions of Quality Control (QC), Computer Color Matching(CCM) and/or other features/functions.
(b) “Redistributable Code” shall mean any dynamic link library, device
driver and setup information file included in SDK.
(c) “Documentation” shall mean any information which relates toRedistributable Code and/or protocol for communication with
instrument and which is provided to COMPANY by KONICAMINOLTA in printed or electronic form.
(d) “End User” shall mean the end users of KONICA MINOLTA’s
measuring instruments who uses the Application Software in
conjunction with such measuring instruments for its internal businesspurposes.

§2 License Grant. Subject to the terms of this confirmation letter, KONICAMINOLTA grants COMPANY a limited, non-exclusive, and nontransferable
license to:(a) internally use and reproduce the SDK and incorporate theRedistributable Code into the Application Software, in each case, forthe sole purpose of design, development and testing of theApplication Software; and(b) reproduce and distribution the Redistributable Code (solely as
incorporated into the Application Software pursuant to Section 2.a)with or without any compensation to the End Users. For theavoidance of doubt, the distribution right herein includes the right forCOMPANY to internally distribute the said Redistributable Code to
the End Users within its own company.
(c) sublicense to End Users the right to use the Redistributable Code tothe extent necessary to use the Application Software in conjunction
with KONICA MINOLTA’s measuring instruments for its internalbusiness purposes.
(d) internally use Documentation for the sole purposes of design,development and testing of the Application Software.
§3 License Restrictions.
1. COMPANY shall not:(a) duplicate the SDK, the Redistributable Code and Documentation,
except as expressly permitted by this license;(b) modify, translate, adapt, or otherwise create derivative works orimprovements, whether or not patentable, of the SDK and theRedistributable Code;(c) reverse engineer, disassemble, decompile, decode, or otherwise
attempt to derive or gain access to the source code of the SDK and
the Redistributable Code or any part thereof;(d) remove, delete, alter, or obscure any trademarks or any copyright,

trademark, patent, or other intellectual property or proprietary rights
notices from the SDK, the Redistributable Code and theDocumentation, including any copy thereof; or(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer,or otherwise make available the SDK, the Redistributable Code andthe Documentation, or any features or functionality thereof, to any
third party for any reason, including by making the SDK and theRedistributable Code available on a network where it is capable ofbeing accessed publicly.
2. COMPANY agree that KONICA MINOLTA may audit COMPANY’s use ofthe SDK, Redistributable Code and the Documentation with respect toCOMPANY’s compliance with the terms of this confirmation letter at anytime, upon reasonable prior notice.
§4 Reservation of Rights. COMPANY acknowledges and agree that the SDK andthe Redistributable Code is provided under license, and not sold, toCOMPANY. COMPANY do not acquire any ownership interest in the SDK andthe Redistributable Code under this confirmation letter, or any other rights
thereto other than to use the SDK and the Redistributable Codd inaccordance with the license granted, and subject to all terms, conditions, andrestrictions under this confirmation letter. KONICA MINOLTA and its licensors
reserve and shall retain their entire right, title, and interest in and to the SDK
and the Redistributable Code, including all copyrights, trademarks, and otherintellectual property rights therein or relating thereto, except as expressly
granted to COMPANY in this confirmation letter.

§5 Updates. KONICA MINOLTA may from time to time in its sole discretion
develop and offer SDK updates, which may include upgrades, bug fixes,
patches, other error corrections, and/or new features (collectively, including
related documentation, "Updates"). Updates may also modify or delete intheir entirety certain features and functionality. COMPANY agrees thatKONICA MINOLTA has no obligation to provide any Updates or to continue
to offer or enable any particular features or functionality. COMPANY furtheragrees that all Updates will be deemed part of the SDK and be subject to allterms and conditions of this confirmation letter.
§6 Term and Termination.
1. The term of this confirmation letter commences when COMPANY install
the SDK and will continue in effect until terminated by COMPANY orKONICA MINOLTA as set forth in this Section 6.
2. COMPANY may terminate this confirmation letter by deleting the SDK
and the Redistributable Code and all copies thereof from COMPANY’scomputer.
3. KONICA MINOLTA may terminate this confirmation letter at any time
without notice. In addition, this confirmation letter will terminate
immediately and automatically without any notice if COMPANY violate
any of the terms and conditions of this confirmation letter.
4. Upon termination:(a) all rights granted to COMPANY under this confirmation letter will also
terminate; and(b) COMPANY must cease all use of the SDK and the Redistributable
Code and delete all copies of the SDK and the Redistributable Codein COMPANY’s possession.

§7 Disclaimer of Warranties.
1. If the SDK was provided on media (optical disc, USB memory stick, etc.),
KONICA MINOLTA warrants the media on which the SDK is recorded andaccompanying printed documents, if any, to be free from defects (only ifthe defects interferes with use of the SDK) in materials and workmanshipunder normal use for a period of ninety (90) days from the date
COMPANY purchased the same as evidenced by the receipt or otherwise.
If COMPANY discover a defect on COMPANY’s media or printeddocuments, KONICA MINOLTA will replace them with new one.
Notwithstanding the foregoing, KONICA MINOLTA does not warrant themedia and printed documents if the defects are caused by COMPANY’s
intentional or negligent act, misuse, or other abnormal use.
2. UNLESS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT,TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW,
KONICA MINOLTA, ON ITS OWN BEHALF AND ON BEHALF OF ITS
AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS,EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS,IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THESDK,INCLUDINGALLIMPLIEDWARRANTIESOFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OFCOURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, ORTRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING,KONICA MINOLTA PROVIDES NO WARRANTY OR UNDERTAKING,AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SDKWILLMEETCOMPANY’SREQUIREMENTS,ACHIEVEANY

INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANYOTHER SDK, SDKS, SYSTEMS, OR SERVICES, OPERATE WITHOUTINTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY
STANDARDS.

§8 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, IN NO EVENT WILL KONICA MINOLTA OR ITSAFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS,HAVE ANY LIABILITY ARISING FROM OR RELATED TO COMPANY’S USEOF OR INABILITY TO USE THE SDK OR THE CONTENT AND SERVICESFOR PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COSTOF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OFGOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE ORMALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL,INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES. THEFOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGESARISEOUTOFBREACHOFCONTRACT,TORT(INCLUDINGNEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHERSUCH DAMAGES WERE FORESEEABLE OR KONICA MINOLTA WASADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENTSHALL KONICA MINOLTA’S AGGREGATE LIABILITY UNDER THISAGREEMENT EXCEED THE AMOUNTS PAID BY COMPANY FOR THE
SDK.
§9 Indemnification. COMPANY agrees to indemnify, defend, and hold harmless
KONICA MINOLTA and its officers, directors, employees, agents, affiliates,successors, and assigns from and against any and all losses, damages,liabilities, deficiencies, claims, actions, judgments, settlements, interest,awards, penalties, fines, costs, or expenses of whatever kind, including
reasonable attorneys' fees, arising from or relating to COMPANY’s use or
misuse of the SDK or COMPANY’s breach of this confirmation letter.

§10Export Regulation. This SDK, the Redistributable Code and theDocumentation may be subject to US export control laws and regulations,
including the Export Administration Regulations (“EAR”) and the International
Traffic in Arms Regulations (“ITAR”). COMPANY shall strictly comply with allapplicable international and national laws, including, but not limited to, EAR
and ITAR, as well as US and other governments’ laws and regulations
applicable to end user, end use and destination of the SDK, theRedistributable Code and the Documentation.
§11US Government Rights. The SDK and the Redistributable Code arecommercial computer software, as such term is defined in 48 C.F.R. §2.101.
Accordingly, if COMPANY is an agency of the US Government or anycontractor therefor, COMPANY receives only those rights with respect to theSDK and the Redistributable Code as are granted to all other end users underlicense, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R.
§227.7204, with respect to the Department of Defense and their contractors,or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees
and their contractors.
§12Severability. If any provision of this confirmation letter is illegal or

unenforceable under applicable law, the remainder of the provision will beamended to achieve as closely as possible the effect of the original term andall other provisions of this confirmation letter will continue in full force andeffect.
§13

Governing Law. This confirmation letter is governed by and construed inaccordance with the law of Japan without giving effect to any choice or conflictof law provision or rule. Any legal suit, action, or proceeding arising out of or
related to this confirmation letter or the SDK shall be instituted exclusively inTokyo District Court. COMPANY waives any and all objections to the exerciseof jurisdiction over COMPANY by such courts and to venue in such courts.

§14Waiver. No failure to exercise, and no delay in exercising, on the part ofeither party, any right or any power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right or power
hereunder preclude further exercise of that or any other right hereunder. In
the event of a conflict between this confirmation letter and any applicablepurchase or other terms, the terms of this confirmation letter shall govern.

Company

By (Signature):
Printed Name:
Title:
Date:e-mail address to receive the SDK