ENWSBC220203

ENEPRO21 WORLD EDITIONSOFTWARE LICENSE AGREEMENTTERMS AND CONDITIONS(Software Key)1.

DEFINITIONS. As used in this Agreement, the following capitalized terms shall have themeanings ascribed to them below.
1.1“Charges” has the meaning described in Section 7.3.

1.2

“Claim” has the meaning described in Section 12.

1.3“Confidential Information” has the meaning described in Section 9.1.

1.4

“Customer” has the meaning described in the signature page of this Agreement.

1.5“Defaulting Party” has the meaning described in Section 10.2.

1.6“Documentation” means the user documentation that is provided to Customer by EIE
for the Licensed Software including any documentation in the Utilization Data, theLicense Key and the License Pack.

1.7“Effective Date” has the meaning described in the signature page of this Agreement.

1.8“EIE” has the meaning described in the signature page of this Agreement.

1.9“Error” has the meaning described in Section 11.1.

1.10 “Initial License Fee” has the meaning described in Section 7.1.
1.11 “Intellectual Property Rights” means all intellectual property rights throughout theworld, including all trademarks and service marks and registrations and registration
applications therefor; trade names, domain names and logos; inventions (whether or
not patentable), patents and patent applications; copyrights and registrations andregistration applications therefor; trade secrets, know-how, right to use designs, dataand confidential and proprietary information.
1.12 “License” has the meaning described in Section 2.1.
1.13 “License Fees” means the Initial License Fee and the Renewal License Fee.
1.14 “License Key” means the software key to conduct license certification of the Licensed

Software to be used by connecting to the computer server which provides license
certification of the Licensed Software.
1.15 “License Pack” means the information pack including (i) the License Key, (ii) URL

regarding installation program, Licensed Software and instruction manual thereof, (iii)
URL and log-in information regarding the Utilization Data and (iv) the document
which states the License Term.
1.16 “Licensed Software” means the energy simulation software, “Enepro21World

Edition”, including the energy simulation program and thermoelectric load program,1and other programs included in the License Key and the Documentation.
1.17 “License Term” means the limited period of time set forth in Section 8.1 during

which Customer may exercise the License to such Licensed Software.
1.18 “Non-Defaulting Party” has the meaning described in Section 10.2.
1.19 “Operation Environment” means the operation environment of the Licensed

Software to be separately designated by EIE wherein the Licensed Software will beappropriately installed to and operate on the applicable computer. EIE may change the
Operation Environment under its sole discretion upon the update to or the version
upgrade of the Licensed Software.
1.20 “Parties” or “Party” has the meaning described in the signature page of thisAgreement.
1.21 “Renewal License Fee” has the meaning described in Section 7.1.
1.22 “Support Service” means the support and maintenance service provided by EIE to

Customer for Customer to utilize the Licensed Software as provided in Exhibit(Support Content).
1.23 “Terms and Conditions” means this terms and conditions of this Agreement.
1.24 “Utilization Data” means the equipment performance data and operation training

video of the Licensed Software to be provided by EIE to Customer as a Support
Service.
2.

LICENSE GRANT
2.1

Licensed Software. Subject to the terms and conditions of this Agreement, EIE
hereby grants to Customer a non-exclusive, non-transferable and non-assignable, feebearing license (without the right to sublicense, the “License”), during the applicable
License Term, to:(a)install the Licensed Software on the applicable computer; and(b)use, reproduce, perform, and display the Licensed Software solely to the extent
necessary to operate such Licensed Software in accordance with theDocumentation for Customer’s internal operations, in a manner consistent with theTerms and Conditions.

2.2

Documentation. Subject to the terms and conditions of this Agreement, EIE hereby
grants to Customer the right to use the Documentation for the sole purpose ofoperating the Licensed Software as permitted under Section 2.1.

2.3

Restrictions. Customer agrees and acknowledges that the Licensed Software and its
structure, organization, the source code and the Utilization Data constitute valuable
trade secrets of EIE. Accordingly, Customer agrees, without obtaining prior writtenconsent of EIE, not to (a) modify, adapt, alter, translate, or create derivative works of
the Licensed Software and the Utilization Data; (b) merge the Licensed Software or
any part thereof with other software or separate the component parts of the Licensed
Software and misappropriate such parts into other software; (c) sublicense, lease, rent,
loan, sell, assign, grant, deliver, pledge or otherwise transfer the Licensed Software to2

any third party; (d) reverse-engineer, decompile, disassemble, or otherwise attempt toderive the source code for the Licensed Software; or (e) otherwise use or copy the
Licensed Software and the Utilization Data except as expressly permitted under
Section 2.1.

3.

2.4

Customer shall not remove or modify any Intellectual Property Rights or proprietary
notices contained within the Licensed Software or the Documentation, and shall
reproduce such notices in all copies that it makes.

2.5

Customer shall not develop or cause a third party to develop any energy simulation
software with a similar function or purpose to the Licensed Software or with a similar
utilization method to the Utilization Data.

2.6

Customer shall not cause damage to or overburden the online service related to the
Licensed Software or make such online service unusable, or attempt to cause
unauthorized access to such online service.

2.7

No Implied Licenses. There are no implied licenses granted under this Agreement,
and all rights not expressly granted in this Section 2 are reserved to EIE.

OWNERSHIP
The Licensed Software is licensed and is not sold to Customer under this Agreement. All
copies of the Licensed Software and Documentation shall remain the property of EIE, andsuch copies shall be deemed to be on loan to Customer during the applicable License Term.
As between EIE and Customer, EIE retains exclusive ownership of the Licensed Software,
the Documentation, the License Key, the License Pack, the Utilization Data, all patches,
updates, upgrades, bug-fixes, derivative works (including data and not limited to programs)
and modifications created thereto, including all Intellectual Property Rights related thereto.
To the extent that Customer has or acquires any ownership rights in any of the foregoing,
Customer hereby assigns to EIE all such rights.

4.

5.

APPLICATION, ACCEPTANCE AND DELIVERY
4.1

Application and Acceptance. Customer shall apply for the License under thisAgreement by sending the application form provided on EIE’s website to EIE. Upon
acceptance of such application, EIE shall send the form of this Agreement and invoiceof the Initial License Fee to Customer. EIE and Customer shall execute thisAgreement by e-signature and Customer shall pay the Initial License Fee inaccordance with Section 7.

4.2

Delivery. Upon the receipt of the Initial License Fee, EIE shall promptly issue theLicense Key and deliver to Customer (i) the License Key and (ii) other data anddocuments included in the License Pack by email. Customer shall check whether the
Licensed Software is properly installed and operates under the Operation Environment
within seven (7) days from the receipt of the License Pack. In case Customer finds any
failure in installation or operation of the Licensed Software, Customer shall notify EIE
in writing within seven (7) days from the receipt of the License Pack in accordancewith Section 11.2.

CUSTOMER’S DUTIES AND RESPONSIBILITIES
5.1

Customer shall be solely responsible, at its own cost and expense, for (a) procuring,
installing and operating compatible computers and operating systems to run the3

Licensed Software in accordance with the terms and conditions under this Agreement
and the Documentation; (b) providing a proper Operation Environment and proper
utilities for the computer on which the Licensed Software is operating, including anuninterrupted power supply and network connection; (c) procuring, installing, andmaintaining all equipment and other hardware necessary to operate the Licensed
Software; and (d) establishing adequate operational, database and other back-up
provisions in the event a defect, malfunction, Error or other circumstance renders the
Licensed Software or the computer systems on which it runs non-operational.

6.

5.2

Customer shall keep the log-in information of the online service related to the
Licensed Software confidential and shall be responsible for any use of the log-in
information in order to use the Licensed Software that it authorizes. In case Customer
finds any unauthorized use of the log-in information, Customer shall immediately
notify EIE, and EIE shall change the log-in information accordingly.

5.3

Customer shall notify EIE promptly if there is any change in either of the items written
in the application form referred to in Section 4.1 (including the company name andaddress of Customer, department name, title, name, telephone number, fax number andemail address of the person in charge) during the term of this Agreement. In case
Customer fails to make such notice, EIE shall bare no responsibility for such failure or
the result thereof.

SUPPORT SERVICEThe Support Service provided by EIE to Customer for the Licensed Software shall be
subject to the terms and conditions provided in the Exhibit (Support Content). EIE has theright to change the content and other conditions of the Support Service any time under its
sole discretion. This Agreement contains no obligation for EIE to provide such Support
Service.

7.

FEES AND PAYMENTS
7.1

License Fees. Customer shall pay to EIE for the initial License Term, (i) the initialinstallation fee and (ii) the annual license fee (collectively, the “Initial License Fee”)
to be invoiced by EIE. Upon extension of the License Term, Customer shall pay EIE
the annual license fee to be invoiced by EIE each year (the “Renewal License Fee”).
The amount of the License Fees invoiced by EIE does not include taxes. Customer
shall bear the bank transfer fee regarding the License Fee.

7.2

Payment Terms. All payments by Customer to EIE under this Agreement shall be
non-cancellable and nonrefundable, and shall be made in Japanese Yen and by wiretransfer to the bank account designated by EIE. Customer acknowledges that the
License Fees paid by Customer shall not be refunded even in case the Agreement isterminated or in case Customer ceases the use of the Licensed Software during the
License Term. Customer shall, following the receipt of the invoice from EIE, pay theInitial License Fee within ten (10) days from the date of the invoice. Customer shall
pay the Renewal License Fee seven (7) days prior to the expiration date of the License
Term preceding its extension.

7.3

Taxes. Customer is solely responsible for all duties, levies, fees, taxes, and othergovernmental charges (collectively, “Charges”) arising from or related to (a) any
payments due to EIE under this Agreement; (b) the delivery, license, or provision of
the Licensed Software or Support Service to Customer; or (c) Customer’s possession,
receipt, or use of the Licensed Software or Support Service. EIE reserves the right to4have Customer pay for such Charges as they fall due to EIE for remittance to theproper authority. Customer agrees to indemnify and hold EIE harmless from all
claims and liability arising from the failure to report or pay any such Charges.
Without limiting the foregoing, Customer shall make all payments to EIE free andclear of, and without reduction for, any withholding taxes; any such taxes imposed on
payments to EIE shall be Customer’s sole responsibility, and Customer shall provide
EIE with official receipts issued by the appropriate taxing authority, or such otherdocumentary evidence that EIE may reasonably request to establish that suchwithholding taxes have been paid.
8.

9.

LICENSE TERM
8.1

Initial License.
The term of the License (the “License Term”) shall commencefrom the day the License Pack was received by Customer and shall continue for one(1) year. The License Pack shall be deemed to be received by Customer on the day
EIE sends the License Pack to Customer by email.

8.2

Extension. If Customer does not prefer to extend the License Term, Customer shallnotify EIE two (2) months prior to the expiration of the License Term. In case
Customer fails to make such notice, the License Term shall be extended for an
additional one (1) year on the same terms and conditions and Customer shall pay the
Renewal License Fee in accordance with Section 7.2. In case Customer does not makepayment of the Renewal License Fee by the expiration of the License Term, theLicense Term shall not be extended and shall be terminated, provided however, thisshall not apply in case EIE agrees otherwise.

CONFIDENTIALITY
9.1

Definition of Confidential Information. For purposes of this Agreement,“Confidential Information” means (a) the Licensed Software and Documentation;and (b) all other non-public or proprietary information disclosed by EIE to Customer
in the course of activity pursuant to this Agreement, including such information
disclosed in contemplation of this Agreement prior to the Effective Date, whether
disclosed in oral, written, graphic, machine recognizable model or sample form, or any
derivation thereof, except as otherwise provided in Section 9.3. Confidential
Information may include data, know-how, algorithms, computer programs, data bases,
processes, improvements, designs, devices, systems, test results, sketches, photographs,
plans, drawings, product concepts, specifications, reports, laboratory notebooks,
business and financial plans, strategies, budgets, vendor, customer and distributor
names, pricing information, production or manufacturing information, product sales
information or forecasts, inventions and ideas.

9.2

Protection of Confidential Information. Customer shall not use any Confidential
Information for any purpose not expressly permitted by this Agreement, and shalldisclose such Confidential Information only to Customer’s employees and consultants(i) who have a need to know such Confidential Information for purposes of Customer
exercising its rights under this Agreement and (ii) who are under a duty ofconfidentiality no less restrictive than Customer’s duty hereunder. Customer shallprotect the Confidential Information from unauthorized use, access, or disclosure in
the same manner as Customer protects its own confidential or proprietary informationof a similar nature and with no less than reasonable care. Customer shall inform eachsuch employee and consultant of its confidentiality obligations under this Agreement,
and shall be liable for any breach of confidentiality by any such employee or
consultant.

5

9.3

Exceptions. Customer’s obligations under Section 9 with respect to any Confidential
Information shall not apply if such information: (a) was already known to Customer at
the time of disclosure by EIE, without any duty of confidentiality to EIE; (b) isdisclosed to Customer by a third party who had the right to make such disclosure
without any confidentiality restrictions; (c) is, or through no fault of Customer has
become, generally available to the public; or (d) is independently developed by
Customer without access to, or use of, the Confidential Information. In addition,
Customer shall be allowed to use or disclose the Confidential Information to the extent
that such use or disclosure is (i) approved in writing by EIE, or (ii) required by law orby the order of a court or similar judicial or administrative body, provided that
Customer notifies EIE of such required disclosure promptly and in writing andcooperates with EIE in any lawful action to contest or limit the scope of such required
disclosure.

9.4

Return of Confidential Information. Promptly upon termination or expiration ofthis Agreement, Customer shall immediately uninstall and delete the Licensed
Software. With respect to other Confidential Information, Customer shall either (a)return to EIE all Confidential Information in Customer’s possession or control; or (b)destroy and permanently erase all such Confidential Information, and certify to EIE ina written certificate by the person in charge that it has complied with its obligations
under this section.

9.5

Confidentiality of this Agreement. The terms and conditions of this Agreement are
confidential and may not be disclosed by either Party without the prior written consent
of the other Party. Notwithstanding the foregoing, EIE may disclose the existence of
this Agreement and the arrangement between the Parties contemplated herein, andmay identify Customer as a customer of EIE in its marketing materials.

9.6

Survival. The confidentiality obligation of Customer under this Section 9 shallsurvive the expiration or termination of this Agreement for seven (7) years from thedate of expiration or termination of this Agreement.

10. TERM AND TERMINATION
10.1 Term. This Agreement will enter into effect upon the Effective Date and continue infull force and effect until (i) terminated by either Party as expressly permitted by thisAgreement or (ii) the License Term expires or is terminated.
10.2 Termination. The other Party (the “Non-Defaulting Party”) shall have the right toterminate this Agreement immediately upon written notice to the Party falling under
any of the items below (the “Defaulting Party”):(a)the Defaulting Party makes a material breach of its obligations under thisAgreement and fails to cure such breach within two (2) weeks after written noticeof breach by the Non-Defaulting Party;(b)

the Defaulting Party enters into or resolves to enter into any arrangement,
composition or compromise with or assignment for the benefit of its creditors or
any class of them, or a moratorium is declared in respect of any of its indebtedness
or any creditor action, in any relevant jurisdiction;(c)the Defaulting Party is unable to pay its debts as they are due, is deemed under any
applicable law of any relevant jurisdiction to be insolvent;

6

(d)

a liquidator or a provisional liquidator is appointed to the Defaulting Party, or areceiver, receiver and manager, trustee, administrative receiver or similar official
is appointed over any of the assets or undertakings of the Defaulting Party, or any
event analogous with any such event occurs in any relevant jurisdiction;(e)an application for the winding-up of the Defaulting Party is made by the
Defaulting Party or order for the winding-up of the Defaulting Party is made by acourt of competent jurisdiction; or(f)a resolution is passed for the winding-up of the Defaulting Party.

10.3 Effect of Termination. Upon any termination or expiration of this Agreement, theLicense granted to Customer hereunder shall immediately terminate, and Customer
shall immediately cease its use of the Licensed Software and Documentation, anddelete or return all the Confidential Information in accordance with Section 9.4.
Sections 1, 3, 7, 9, 10.3, 11, 12, 13 and 14, and all payment obligations incurred prior
to termination or expiration of this Agreement shall survive such termination or
expiration.
11. LIMITED WARRANTY
11.1 Notice of Error. Upon receipt of the License Pack, Customer shall check the Licensed

Software’s operation and in the event that the Licensed Software fails to operate inconformity with its instruction manual even when used in accordance with thisAgreement and the Documentation, Customer shall notify EIE in writing of suchnonconformity (an “Error”) within seven (7) days from the receipt of the License
Pack, including a sufficient level of detail, and shall reasonably cooperate with EIE in
reproducing such Error. If EIE confirms that the Error is attributable to EIE, subject tothe foregoing, as Customer’s sole and exclusive remedy for (and EIE’s entire liability
in connection with) any breach of the foregoing warranty, EIE shall (a) use reasonablediligence to correct any reproducible Error in the Licensed Software within areasonable period; or (b) issue a refund of the License Fees paid by Customer withrespect to such Licensed Software, in which case Customer shall promptly return theaffected Licensed Software and accompanying Documentation; or (c) replace theaffected Licensed Software with another Licensed Software, in which case Customer
shall promptly return the affected Licensed Software and License Key andaccompanying Documentation.
11.2 In case any Error is found in the Licensed Software after seven (7) days have passed

from the receipt of the License Pack by Customer, and if EIE determines there is anecessity to correct such Error, EIE shall use reasonable diligence to correct such
Error in the Licensed Software within a reasonable period determined by EIE under its
sole discretion.
11.3 Exclusions.

Notwithstanding anything to the contrary herein, EIE shall not be
responsible for any Error that is (a) not reported by Customer in accordance with
Section 11.1; (b) attributable in whole or in part to any modifications to the Licensed
Software made by any party other than EIE; (c) attributable in whole or in part to any
misuse, abuse, or use of the Licensed Software outside the scope of the License; (d)attributable in whole or in part to any combination, operation, or use of the Licensed
Software with any software, hardware, data, equipment, or other materials other thanthose specified in the Documentation; or (e) otherwise not attributable to EIE. In theevent EIE establishes that no Error exists or that the Error was the result ofmodification, misuse or damage by Customer or anyone other than EIE, Customer

7

shall reimburse EIE for its services in regard to such Error.
11.4 Disclaimer of Other Warranties.

EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THIS SECTION 11,
THE LICENSED SOFTWARE, DOCUMENTATION, AND SUPPORT SERVICES
ARE PROVIDED ON AN “AS IS” BASIS, AND EIE EXPRESSLY DISCLAIMSALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITHRESPECT THERETO, WHETHER EXPRESS, IMPLIED OR STATUTORY,INCLUDINGWITHOUT
LIMITATIONANYWARRANTIESOFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD PARTY RIGHTS AND ACCURACY. EIE DOES
NOT WARRANT THAT THE LICENSED SOFTWARE WILL OPERATE IN ANUNINTERRUPTED FASHION OR BE FREE OF ERRORS IN ALL
CIRCUMSTANCES.
ESPECIALLY, CUSTOMER ACKNOWLEDGES THAT THE LICENSEDSOFTWARE IS A SIMULATION TOOL FOR THE CENTRALIZEDTHERMOELECTRIC FACILITY AND IS NOT A SUBSTITUTE FOR ANY
DETERMINATION OR KNOWLEDGE AS A SPECIALIST. IT IS CUSTOMER’S
SOLE RESPONSIBILITY TO DECIDE WHETHER THE USE OF THE LICENSEDSOFTWARE IS SUITABLE FOR THE PARTICULAR PURPOSE OF CUSTOMERAND HOW TO USE THE SIMULATION RESULTS AND OTHER OUTPUTSGAINED FROM THE USE OF THE LICENSED SOFTWARE.
12. INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY.

EIE shall defend Customer from any third-party claim, suit, or proceeding alleging that the
Licensed Software, unmodified and as originally delivered, when used as permitted under
this Agreement or the Documentation, infringes or misappropriates any third party’sIntellectual Property Rights that arises under the laws of the United States (a “Claim”). EIE
shall have no obligations under this section with respect to any Claims that arise from orrelate to: (x) any modifications to the Licensed Software created by any person other than
EIE; or (y) any combination, operation, or use of the Licensed Software with any hardware,
software, data, equipment, or other materials other than those specified in theDocumentation. In order for EIE to indemnify Customer under this Section 12, Customer
must: (i) promptly notify EIE in writing of any Claim; (ii) tender control of the defense andsettlement of such Claim to EIE, provided that EIE may not enter into any settlement
adversely affecting Customer’s interests without Customer’s prior written consent; and (iii)
reasonably cooperate with EIE in such defense. THE FOREGOING INDEMNITY STATESCUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND EIE’S ENTIRE LIABILITY,
FOR INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTSARISING FROM OR RELATED TO THIS AGREEMENT.
13. LIMITATION OF LIABILITY
13.1 IN NO EVENT SHALL EIE BE LIABLE FOR ANY CONSEQUENTIAL,

EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANYDAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM ORRELATED TO THIS AGREEMENT, EVEN IF EIE KNEW OR SHOULD HAVEKNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 IN ADDITION TO THE ABOVE, IN NO EVENT SHALL EIE BE LIABLE FOR

ANY DAMAGES, FEES OR COSTS OF CUSTOMER ARISING IN CONNECTION

8WITH (A) DEFAULT OR DEFECTS IN CUSTOMER’S EQUIPMENT OR
OPERATING ENVIRONMENT FOR THE USE OF THE LICENSED SOFTWAREOR THE SUPPORT SERVICE; (B) COMPUTER VIRUS ENTRY OR
UNAUTHORIZED ACCESS TO THE SITE FOR ONLINE SERVICES RELATEDTO EQUIPMENT OF SUPPORT SERVICE OR LICENSED SOFTWARE WHICH
IS UNAVOIDABLE EVEN WHEN EIE EXERCISES ITS DUTY OF CARE AS A
GOOD MANAGER; (C) SYSTEM INTERRUPTION, DELAY OR DATA LOSSDUE TO COMMUNICATION FAILURE AT THE SITE FOR ONLINE SERVICESRELATED TO EQUIPMENT OF SUPPORT SERVICE OR LICENSEDSOFTWARE; (D) CUSTOMER’S USE OF THE LICENSED SOFTWARE OR THE
SUPPORT SERVICE NOT IN CONFORMITY WITH THIS AGREEMENT OR
THE DOCUMENTATION; (E) TEMPORARY SERVICE OUTAGE OF ONLINESERVICE RELATED TO THE LICENSED SOFTWARE OR THE UTILIZATIONDATA DUE TO FAILURES IN TELECOMMUNICATIONS INFRASTRUCTURE
OR PLANNED MAINTENANCE ETC; OR (F) CUSTOMER’S FAILURE TOPERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
13.3 EIE’S CUMULATIVE LIABILITY TO CUSTOMER ARISING FROM ORRELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR IN TORT OR
OTHERWISE, SHALL NOT EXCEED THE SUM OF LICENSE FEES PAID BY
CUSTOMER TO EIE DURING THE TWELVE (12) MONTH PERIODIMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO EIE’S
LIABILITY. THIS LIMITATION IS CUMULATIVE AND SHALL NOT BE
INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR
CLAIM.
THE PARTIES ACKNOWLEDGE THAT THE TERMS OF THISSECTION 13 REFLECT THE ALLOCATION OF RISK SET FORTH IN THISAGREEMENT, AND THAT EIE WOULD NOT ENTER INTO THIS AGREEMENTWITHOUT THESE LIMITATIONS OF LIABILITY. THESE LIMITATIONSSHALL APPLY EVEN IF ANY EXCLUSIVE REMEDY IS FOUND TO FAIL OFITS ESSENTIAL PURPOSE.
14. GENERAL
14.1 Indemnification. Customer shall indemnify and hold harmless EIE and its officers,

directors, employees and agents from and against any and all claims, liabilities, losses
and expenses (including reasonable attorney’s fees) which EIE and its officers,
directors, employees and agents may incur or sustain as a result of any breach by
Customer of its obligations hereunder.
14.2 Independent Contractors.

This Agreement is not intended to establish any
partnership, joint venture, employment, or other relationship between the Parties
except that of independent contractors.

14.3 Governing Law and Dispute Resolution. This Agreement, and any and all actions

arising from or in any manner affecting the interpretation of this Agreement, shall begoverned by, and construed solely in accordance with, the laws of Japan. The United
Nations Convention on Contracts for the International Sale of Goods shall not apply tothis Agreement. All disputes, controversies or differences arising out of or inconnection with this Agreement shall be finally settled by arbitration inaccordance with the Commercial Arbitration Rules of The Japan Commercial
Arbitration Association. The place of the arbitration shall be Osaka, Japan.
14.4 Assignment.

Customer may not assign this Agreement or any of the rights or9

obligations hereunder, or delegate its performance under this Agreement, to any third
party without obtaining EIE’s prior written consent. EIE may assign this Agreement
and the rights or obligations hereunder upon written notice to Customer. Any
purported transfer, assignment, or delegation not in accordance with this Section 14.4
shall be null and void when attempted and of no effect. Subject to the foregoing, thisAgreement shall bind and inure to the benefit of the successors and permitted assignsof EIE and Customer.
14.5 Utilization Purpose of Personal Information.

EIE shall use the personal
information of Customer, its officers, directors or employees obtained in relation tothis Agreement within the scope of the purpose of use related to the License and any
transaction contemplated herein.

14.6 Modifications; Waivers. This Agreement may not be modified except by a writing

signed by authorized representatives of both Parties. A waiver by either Party of its
rights hereunder shall not be binding unless contained in a writing signed by anauthorized representative of the Party waiving its rights. The non-enforcement or
waiver of any provision on one occasion shall not constitute a waiver of suchprovision on any other occasions unless expressly so agreed in writing.
14.7 Severability. If any provision of this Agreement is found or held to be invalid or

unenforceable by any tribunal of competent jurisdiction, then the meaning of suchprovision shall be construed, to the extent feasible, so as to render the provision
enforceable, and if no feasible interpretation would save such provision, it shall besevered from the remainder of this Agreement, which shall remain in full force andeffect.
14.8 Compliance with U.S. Export Laws. Customer acknowledges that the laws andregulations of the United States restrict the export and re-export of certain
commodities and technical data of United States origin, which may include theLicensed Software, Documentation and related materials. Customer agrees that
Customer shall not export or re-export the Licensed Software, Documentation andrelated materials in any form without the appropriate United States and foreign
government licenses.
14.9 Force Majeure. The inability of EIE to perform any of its obligations under thisAgreement shall not be deemed a breach or create any liability if the same shall arise
from any cause or causes beyond the reasonable control of EIE, including, but notlimited to, acts of God, fire, flood, earthquake, war, labor strikes, temporary service
outage of online service related to the Licensed Software or the Utilization Data due tofailures in telecommunications infrastructure or planned maintenance etc., or failure ordelays in transportation.
14.10 Order of Precedence. In the event of any contradiction or inconsistency between (a)the Terms and Conditions; and (b) Support Content, the Terms and Conditions shallprevail.

10