A4 (210mm x 297mm) two-sided

ExampleLicense Agreement for the Use of the “Corpus of Everyday Japanese Conversation”

letter size paper is acceptable[Non-Commercial Use] [Academic (Students)]
in case A4 paper is not available

The National Institutes for the Humanities, an Inter-University Research Institute Corporation (hereinafterreferred to as “Party A”) and Maetel Promethium (hereinafter referred to as “Party B”) enter into the following
agreement (hereinafter referred to as the “Agreement”) with respect to the “Corpus of Everyday JapaneseConversation Paid Edition” (hereinafter referred to as the “CEJC”), which is owned and provided by Party A.
The information entered in the applicationform”4.Subscriber” will be reflected.
(Definitions)
Article 1. In the Agreement, the following terms shall be defined as follows:(1) Data
Electromagnetic Records (meaning records produced by electronic, magnetic, or any other means that areused for computer data processing).
(2) Databases
A collection of data which is organized so that such data can be searched by using a computer.
(3) Programs
An expression of a combination of instructions that causes a computer to function so that it is capable ofobtaining a certain result.
(4) Derivative Works
Data, Databases and Programs generated using the CEJC, including Databases and Programs containing
such Data, Databases and Programs; provided, however, that Derivative Work shall not include Data or
Databases identical or similar to the CEJC or Data identical or similar to the individual documents comprising
the CEJC (hereinafter collectively referred to as the “Analog of CEJC, etc.”). “Analog of CEJC, etc.” shallmean without limitation: � a translation of the CEJC or a translation of texts comprising the CEJC; � Dataor Databases, etc., generated by extracting partial sentences from the CEJC or extracting partial texts fromtexts comprising the CEJC (including cases even when the amount of extracted texts is very small), �
summary of the CEJC and the texts comprising the CEJC; � Data obtained by processing individual texts
comprising the CEJC, which can be reconstructed into individual sentences comprising the CEJC.
(5) Purpose
Analyzing and breaking down the CEJC by Party B, Analysis, breakdown, and generation of Derivative
Works by Party B using the CEJC. Provided, however, that such analysis, breakdown and generation ofDerivative Works shall be limited to academic research and educational purposes.
(6) Research Institutions
Colleges of technology, universities, junior colleges, corporate inter-university research institutes,
incorporated administrative agencies, public interest corporations, and other institutions recognized by Party
A as having an academic research purpose.
(Ownership of Copyright)
Article 2. Party B acknowledges that the intellectual property rights (including, but not limited to, copyrights
relating to the Database works; hereinafter referred to as “Intellectual Property Rights” The same applieshereafter.), relating to the CEJC shall belong to Party A, and further acknowledges that the Intellectual Property
Rights in the Data of individual documents recorded in the CEJC (hereinafter referred to as “Sample Data”) shallExamplebelong to the right holder (including any successors of such rights) of the documents in the Sample Data, etc.
(Grant of License)
Article 3. Party A hereby grants to Party B a non-exclusive license to use the CEJC only for the Purpose during
the effective term of the Agreement.
(Submission of Application Form)
Article 4.
1. Prior to the execution of the Agreement, Party B shall submit to Party A an application form (hereinafter referredto as the “Application Form”) prescribed by PARTY A in which the details about the Purpose for the use of theCEJC by PARTY B and other necessary items such as the users, etc. are filled in, and shall obtain Party A's
approval for the Application Form.
2. The items and information set forth in the preceding paragraph that are stated in the Application Form shallform part of the Agreement upon the execution of the Agreement.
3. If Party B wishes to change the details of the items and information stated in the Application Form after theexecution of the Agreement, changes to such details may be made following consultation between Party A andParty B.
(Prohibition of Use for Other Purposes)
Article 5. Party B shall not use the CEJC for any purpose other than the Purpose.
(Scope of Users)
Article 6. Party B shall be the only person authorized under the Agreement to use the CEJC, and Party B shallnot allow a third party to use the CEJC.
(Ownership and Scope of Use of Intellectual Property Rights relating to Derivative Works)
Article 7.
1. Intellectual Property Rights relating to Derivative Works (excluding Intellectual Property Rights relating to theCEJC and Sample Data) shall belong to Party B. However, regardless of the ownership of the IntellectualProperty Rights, Party B shall use Derivative Works only to the extent provided in the following paragraphs.
2. Party B may use Derivative Works as follows:① Party B may use such Derivative Works only for its own internal use.
② Party B may not use such Derivative Works to provide services to third parties.
③ Party B may not provide such Derivative Works to third parties.
(Prohibited Matters)
Article 8.
1. PARTY B shall not engage in any of the following acts in the use of the CEJC.
（1）

To reproduce or modify all or any part of the CEJC beyond the extent necessary for the Purpose.

（2）

To assign, lend, sell, distribute, show, on-screen presentation, transmission to the public or publish allor any part of the CEJC or the Analog of CEJC, etc. regardless of whether for it is for the Purpose or not.
（3）To internally use all or any part of the CEJC, or the Analog of CEJC, etc., for the purpose of providing

Example
services to third parties, or to engage in acts similar thereto, regardless of whether it is for the Purpose or not.
（4）

To infringe the Intellectual Property Rights or any other rights of Party A or any third parties.

（5）

To assign, lend, sell, or otherwise dispose of any position, right, or obligation hereunder to any thirdparty, unless otherwise agreed in writing by Party A in advance.
To defame the reputation of Party A or any third parties, or infringe any other rights of Party A or any（6）third parties by using the CEJC or Sample Data.
（7）

To restore or publish the information that Party A previously omitted or masked.

（8）

To use the CEJC for commercial purposes or for profit.

（9）

In addition to the foregoing items, to use the CEJC beyond the Purpose or scope granted herein.

（10）

To violate laws or regulations or ethical principles.

（11）

Disclosing information concerning speakers other than the speaker information recorded in the data or,disclosing information that could be used by other users to obtain speaker information other than thatrecorded in the CEJC. Such disclosure is not permitted even when associated with publication of research
results as described in Article 12.
2. If Party A deems it necessary, Party A may require Party B to disclose and explain the use status of the CEJC.
(Subcontracting)
Article 9. Party B shall not subcontract work involving the analysis of the CEJC and the like.
(Management of the CEJC)
Article 10.
1. PARTY B shall keep strictly confidential and shall not disclose or divulge the CEJC or the Analog of CEJC,etc. to any third party other than the Users.
2. Party B shall strictly manage the CEJC with the due care of a good manager to prevent theft, loss, leakage, ordisclosure of information about the CEJC to any third parties.
3. Party B shall have the following obligations with respect to the management of the CEJC:(1) To prevent unauthorized access to the CEJC, Party B shall implement adequate security systems to ensure
the safety of the terminals or devices by which Party B uses the CEJC and the networks to which theterminals or devices are connected.
(2) Party B shall restrict access by using the system of ID and password in the management of the CEJC.
(Duty of Confidentiality)
Article 11.
1. Neither Party A nor Party B shall disclose or divulge any information relating to business, including but notlimited to technical or trade information of the other party obtained through the performance of the Agreement,(hereinafter referred to as the “Confidential Information”; provided, however that the CEJC is not included in“Confidential Information”) to any third party without the prior written consent of the other party, shall use theConfidential Information only for the performance of the Agreement, and shall not use it for any other purpose.
However, if it is reasonably determined that it is necessary to disclose the Confidential Information to its own
or its affiliated company’s officers or employees, attorneys, accountants, or tax accountants, etc., or to a person
who is obligated to maintain confidentiality under the law, the receiving party of the information may disclose
the Confidential Information to such person to the minimum extent necessary at the responsibility of theExample
receiving party recipient of the information, provided that such the person to whom the Confidential Information
is disclosed is subject to the same obligation contained herein. In addition, Confidential Information required
to be disclosed by administrative authorities or courts in accordance with laws and regulations may also bedisclosed to the minimum extent necessary.
2. Notwithstanding the provisions of the preceding paragraph, information that falls under any of the following
items shall not fall under the category of Confidential Information:（1） Information that was already in the possession of the receiving party at the time of its disclosure（2） Information already in the public domain at the time of its disclosure（3） Information that has become public known through no fault of the receiving party after its disclosure（4） Information lawfully obtained from a duly authorized third party（5） Information that was independently developed and acquired without information disclosed by theother party
3. The obligations under this Article shall survive for a period of five years after the termination of the Agreement.
(Publication of Research Results)
Article 12.
1. Party B may publish the research results obtained using the CEJC only for academic research purposes inaccordance with the provisions of the Agreement. Provided, however, that Party B shall not include in thepublished research results all or any part of the CEJC or any data that could be used to reconstruct all or any
part of the CEJC.
2. When making a publication set forth in the preceding paragraph, Party B shall clearly indicate that the researchresults are the results of the CEJC and shall report the outline thereof to Party A in writing by document or bye-mail simultaneously with the publication of the research results. In addition, when publishing a work ofresearch paper, etc., Party B shall clearly indicate in its work that it has used the CEJC, and shall send a separate
print or a copy of the work to Party A together with a document stating the name of the academic society or thepublishing company, etc. to which the work has been submitted and the date of publication.
(Payment of Consideration and Delivery of CEJC)
Article 13.
1. The license fee for the CEJC under the Agreement shall be 25,000 yen (excluding taxes).
2. Party B shall pay the license fee set forth in the preceding paragraph in accordance with the invoice issued byParty A. In addition, Party B shall bear the fees, taxes, etc. incurred in connection with the payment.
3. Party A shall deliver to Party B the CEJC within thirty days after the day following the day on which Party B
paid the license fee in accordance with Paragraphs 1 and 2 of this Article.
(Modification of Specifications)
Article 14.
1. Party A may modify the CEJC specifications without notice to Party B.
2. Party A is not obliged to deliver a modified CEJC.
3. If Party A delivers the modified CEJC to PARTY B, Party B shall return the old version of the CEJC inaccordance with the instructions of Party A.

Example(Indemnity and Non-Warranty)
Article 15.
1. Party A makes no warranty as to the accuracy, completeness, usability or usefulness for Party B’s intended use.
2. Party A shall not be liable for any claims, losses, damages or expenses (including, without limitation, reasonable
attorneys' fees, patent infringement, design right infringement, or other similar infringement) relating to the useof the CEJC by Party B or relating to Party B’s use of the any Intellectual Property Rights relating to inventions,devices, creations and trade secrets or otherwise arising out of the use of the CEJC by Party B.
3. Party B shall promptly notify Party A in writing of any dispute with third parties, complaint or claim from thirdparties (hereinafter referred to as the “Dispute, etc.”) arising out of or in connection with the use of the CEJC
and shall resolve such Dispute, etc. at its own responsibility and expense. Party A shall cooperate in such
Disputes, etc. to a reasonable extent.
4. Party B shall indemnify Party A against any damages, losses or expenses (including reasonable attorneys' fees,hereinafter referred to as the “Damages, etc.”) incurred by Party A arising out of or in connection with theDisputes, etc. set forth in the preceding paragraph (except where such Disputes, etc. are attributable to Party A).
(Termination of the Agreement)
Article 16.
1. In the event that Party B falls under any of the following grounds, Party A may immediately terminate theAgreement, in whole or in part, by giving written or electromagnetic notice of its intention to terminate theAgreement without any prior demand notice.
① If the default in performance is not cured even after a notice specifying a reasonable period of time
has been given;② In the event of a petition for provisional seizure, provisional disposition, compulsory execution,auction sale, or petition for commencement of bankruptcy, civil rehabilitation, or corporatereorganization;③ The creditworthiness of Party B has objectively deteriorated, such as suspension of payments,
suspension of transactions by a financial institution, or dishonored bills or checks; or④ In the event of any other material event that makes it difficult to continue the Agreement and therelationship of trust is objectively recognized as being irreparable.
2. The provisions of the preceding paragraph shall not preclude Party A from making a claim for damages against
Party B.
(Term of Agreement)
Article 17.
1. The term of the Agreement shall not be fixed.
2. The Agreement shall terminate when Party B no longer belongs to the Research Institutions.
(Measures to be Taken upon Termination of the Agreement)
Article 18.
1. Upon termination of the Agreement for any reason whatsoever, Party B shall not use the CEJC and shallpromptly return the CEJC and media on which its copies are recorded to Party A, or shall destroy the CEJC orthe media on which the CEJC and its copies are recorded, and shall remove the CEJC and its copies from any

Exampleand all of electromagnetic recording media managed by Party B in such manner as separately instructed byParty A.
2. Upon the request of Party A, Party B shall promptly submit to Party A the document evidencing that Party Bhas performed its obligation under the preceding paragraph.
3. Objects to be destroyed or removed in Paragraph 1 shall not include Derivative Works generated by Party B
during the effective term of the Agreement.
4. Notwithstanding the preceding paragraph, in the event the Agreement is terminated by a reason attributable to
Party B pursuant to Article 16, Party B shall destroy or remove any Derivative Works generated by Party B
during the term of the Agreement, in addition to the procedures set forth in Paragraph 1.
(Elimination of Anti-Social Forces)
Article 19.
1. Party B affirms to Party A the following items:(1) Party B itself is not an organized crime group, a member of an organized crime group, or a person or entity
who/which was a member of an organized crime group, a quasi-member of an organized crime group, acompany related to an organized crime group, a corporate extortionist, etc., a crime group engaged incriminal activities on the pretext of advocating for social activities or the like, a crime group specialized inintellectual crimes, etc. and other persons similar to any of the foregoing (hereinafter collectively referred
to as the “Anti-Social Forces”).
(2) Party B’s officer or a person who is substantially involved in the management (meaning a member who
executes the business, director, an executive officer, or any other person equivalent thereto) shall not have
any relationship that should be socially criticized with the Anti-Social Forces.
(3) Party B shall have no relationship in which Party A is deemed to be governed by the Anti-Social Forces.
(4) Party B shall have no relationship in which the Anti-Social Forces is deemed to be substantially involvedin management.
(5) Party B shall have no relationship that is deemed to be unjustly utilizing the Anti-Social Forces, such as
for the purpose of seeking illicit gain for oneself or a third party or for the purpose of inflicting damage ona third party.
(6) Party B shall have no relationship that is deemed to be involved in providing funds, etc. or offering benefits
to the Anti-Social Forces.
(7) Party B shall not allow the Anti-Social Forces to use its name and execute the Agreement.
2. In the event Party B violates any of the provisions of the preceding paragraph, Party A may immediatelyterminate the Agreement, in whole or in part, without any notice or demand. In this case, Party B may not claim
compensation for damages arising from such termination.
(Survival)
Article 20. Even after termination of the Agreement, Article 2 (Ownership of Copyright), Article 7 (Ownershipand Scope of Use of Intellectual Property Rights relating to Derivative Works), Article 10 (Management of theCEJC), Article 11 (Duty of Confidentiality), Article 12 (Publication of Research Results), Article 18 (Measures tobe Taken upon Termination of the Agreement), Article 19 (Elimination of Anti-Social Forces), this Article 20(Survival), Article 21 (Prohibition of Assignment of Rights and Obligations), Article 22 (Governing Law andJurisdiction), and Article 23 (Consultation) shall remain in full force and effect.

Example

A4 (210mm x 297mm) two-sided

letter size paper is acceptable(Prohibitionof Assignmentof Rights and Obligations)in caseA4 paperis not available
Article 21. Neither Party A nor Party B shall, without the prior written consent of the other party, allow any third
party to succeed to its status hereunder nor shall it assign, assume or pledge to any third party all or any part of its
rights and obligations arising out of the Agreement.
(Governing Law and Court of Jurisdiction)
Article 22.
1. The Agreement shall be governed by and construed in accordance with the laws of Japan.
2 The Tokyo District Court shall have exclusive jurisdiction in the first instance over any and all disputes relating
to the Agreement.
(Consultation)
Article 23. In the event of any matter not set forth in the Agreement or any doubt arising in the Agreement, Party
A and Party B shall negotiate in good faith and endeavor to resolve such matter in an amicable manner.
The address is not for postal address tosend the form.
IN WITNESS WHEREOF, the Agreement with name and seal of PARTY A and PARTY B shall be executed in
The form should be sent the follows
duplicate, and each copy shall be retained.

YearMonthDay

Zip: 190-8561
10-2 Midori-cho, Tachikawa, Tokyo, Japan
National Institute for Japanese Language
and Linguistics, CEJC Support(PARTY A)

Leave the date blank.

2nd Floor, Hulic Kamiyacho Bldg. 4-3-13 Toranomon, Minato-ku, TokyoHeuric Kamiya-cho Building
Inter-University Research Institute Corporation National Institutes for theHumanities
President Nobuko Kibe

(PARTY B)
Address : #202 Masion de Corpus, 1-2-3, Kimidori-cho, Tachikawa-shi,
Tokyo, JAPANnot the organization’s address
but your home address for
personal use.

Name : Maetel Promethium(Seals and Signs)

The information entered in theapplication form”4.Subscriber”
will be reflected.
Post office box address is
unacceptable for the contract.

Put your signature.