Comparative Table for the Revision
for FLIP Consortium Overseas Membership Terms and Conditions
Article:Before the revision:

After the revision:

Article 2.

5. The “Overseas Membership” shall be granted to the Overseas Member

5. The “Overseas Membership” shall be granted to the Overseas Member subject

Definitions

subject to the provisions of these Terms and Conditions. The rights ofto the provisions of these Terms and Conditions. The rights of Overseas Member

Overseas Member as set forth in Article 6 shall be only effective in andas set forth in Article 6 shall be only effective in and shall be limited to eachshall be limited to each country or region-equivalent (as adopted by thecountry or region-equivalent (as adopted by the Olympic Games) where theOlympic Games) where the Overseas Member resides or the principal

Overseas Member resides or the principal office of the Overseas Member isoffice of the Overseas Member is located. The rights of Overseas

located. The rights of Overseas Member as set forth in Article 6 shall be only

Member as set forth in Article 6 shall be only effective in and shall beeffective in and shall be limited within the Overseas Juridical Person of thelimited within the Overseas Juridical Person of the Overseas Member,

Overseas Member, excluding subsidiaries, affiliates or group companies of theexcluding subsidiaries, affiliates or group companies of the Overseas

Overseas Member. In addition, the rights of Overseas Member as set forth inMember.

Article 6 shall be only effective in and shall be limited within the Overseas
Juridical Person of the Overseas Member, excluding any counterparty that has
a contractual relationship with the Overseas Member such as a commission,consignment or contract, and any organization such as joint research or joint
ventures, even if the Overseas Member is directly involved or participates in
the contractual relationship, joint research, or joint venture.

Article 3.

5. In the event the Overseas Member wishes to change its membership due

5. In the event the Overseas Member wishes to change its membership due to loss

Admission, Readmission

to loss of eligibility set forth in (3) (d) of Article 14 and Article 13 (4) ofof eligibility set forth in (3) (d) of Article 14 and Article 13 (4) of the Articles ofand Change to Overseas

the Articles of Incorporation because of change to an individual in JapanIncorporation because of change to an individual in Japan or a juridical person

Membershipor a juridical person in Japan defined in Item 2 of Article 6 of the Articles

in Japan defined in Item 2 of Article 6 of the Articles of Incorporation, theof Incorporation, the Overseas Member can apply for change of its

qualification and examination requirements, and procedures of application tomembership to User Member by submitting the Application Form forchange of membership shall be as specified in Items 2, 5 and 7 of Article 3 inChange of Membership. The qualification and examination requirements

the “FLIP Consortium User Membership Terms and Conditions” (the “Userfor change of membership to User Member shall be set forth in “FLIP

Member Terms and Conditions”).

Consortium User Membership Terms and Conditions (the “User MemberTerms and Conditions”).

Article:

Before the revision:

After the revision:

Article 6.

1. The Overseas Member is entitled to receive the FLIP Member Service as

1. The Overseas Member is entitled to receive the FLIP Member Service as follows:

Rights of the Overseas

follows:

Member(1) The Overseas Member is entitled to receive (i) a limited, non-transferable right to use the FLIP Programs, the manuals, the Protection key,exclusive, non-transferable right to use the FLIP Programs, thethe related documentation or portions thereof (either in English ormanuals, the related documentation or portions thereof (either inJapanese according to the Overseas Member’s choice) and any related

English or Japanese according to the Overseas Member’s choice) andupdates, and (ii) 10 licenses in the load modules of the FLIP Programs andany related updates, and (ii) the Protection Key. For the avoidance ofunlimited licenses for the related programs except for FLIPGEN, FLIPSIM anddoubt, the Overseas Member is not entitled to receive the source

FLIPCSIM which require FLIP ROSE® Program or FLIP TULIP® Program forcode, but will receive 10 licenses in the load modules of the FLIP

execution (For the avoidance of doubt, the Overseas Member is not entitled

Programs;

to receive the source code);

Article 8.
Obligations of the Overseas
Member

1. The Overseas Member shall undertake the following obligations underthese Terms and Conditions;(1) The Overseas Member is entitled to receive (i) a limited, non-exclusive, non-

1. The Overseas Member shall undertake the following obligations under theseTerms and Conditions:(1) The Overseas Member shall not transfer all or any parts of its(1) The Overseas Member shall not transfer all or any parts of its membership,

membership, rights or obligations under these Terms and Conditions torights or obligations under these Terms and Conditions to any third party for

any third party for any reasons including reorganization such as merger;

any reasons including reorganization such as merger. In addition, the(2) The Overseas Member shall not transfer the duplicate of any items orOverseas Member shall not transfer to any third party or authorize any thirdservices provided by the FLIP Consortium pursuant to these Terms andparty to use any copy of the FLIP programs, manuals, other related

Conditions including, but not limited to, the FLIP Programs, the manuals,documents, Q&A service, or any other materials or services provided under

the Protection Key, the related documentation and the Q&A Service

these Terms and Conditions (hereinafter, collectively the “Member(collectively, “All Member Service”) to any third party nor permit anyService”), in whole or in part, whether during its membership and after loss

third party to use All Member Service during its membership and afterof its membership, except with the prior written consent from the FLIP

loss of its membership;

Consortium or the consent of the FLIP Consortium as provided in Item 2 ofArticle 21 of ”FLIP Consortium General Membership Terms and Conditions”
or “Regular Membership Terms and Conditions” regarding any derivative
works of the FLIP programs improved or modified by the Regular Memberor GeneralArticle:

Before the revision:

After the revision:
Member to enhance its functionality (the “Modified FLIP Programs”). Thirdparties herein include General Members, Regular Members, User Members,Special Advisors, and Advisors other than the relevant Overseas Member. TheOverseas Member is obliged to submit all necessary information ordocuments relevant to the content of the contract between the Overseas
Member and the third party upon the request of the FLIP Consortium indetermining whether or not to grant consent;(3) The Overseas Member shall take all necessary measures for preventing(2) The Overseas Member shall take all necessary measures for preventing any

any unauthorized transfer of All Member Service to any third party

unauthorized transfer of part or all of the Member Service to any third party

during its membership and after loss of its membership;

during its membership and after loss of its membership;(4) The Overseas Member shall not and shall not attempt to, reverse(3) The Overseas Member shall not and shall not attempt to, reverse engineer,engineer, decompile, or disassemble all or any part of the FLIP Programs

decompile, or disassemble all or any part of the FLIP Programs for any purpose

for any purpose or reason whatsoever; andor reason whatsoever;(5) The Overseas Member shall not commit any act that infringes upon the(4) The Overseas Member shall not commit any act that infringes upon the rights

rights of any third party, including but not limited to, copyrights, patentof any third party, including but not limited to, copyrights, patent rights, orrights, or other intellectual property rights by use of the FLIP Programs.

other intellectual property rights by use of the FLIP Programs or Modified FLIP
Programs;(None)(5) The Overseas Member shall not, during its membership and after loss of itsmembership, (i) receive, purchase or borrow all or any parts of All
Membership Service or any modified versions of the FLIP Programs from athird party other than the Overseas Member, or (ii) use all or any parts of All
Member Service or any modified versions of the FLIP Programs received,
purchased or borrowed from a third party other than the Overseas Member.
The third parties other than the Overseas Member, as defined in this Item,
include Regular Members, General Members, User Members, and Advisorsof the FLIP Consortium other than the Overseas Member;Article:

Before the revision:

After the revision:(None)(6) The preceding Item shall not apply to the case in which the Regular Memberor General Member has obtained the consent from the FLIP consortium on thetransfer and sublicensing of the Modified FLIP Programs in accordance withArticle 21 （ 2 ） of the “General Membership Terms and Conditions” or“Regular Membership Terms and Conditions”; and(None)(7) The Overseas Member shall comply with the following provisions:(i) The Overseas Memer shall ensure that employees dispatched or seconded
from a third party to the Overseas Member corporation do not use all orpart of the Member Service for any purpose other than the business ofthe Overseas Member corporation;(ii) The Overseas Member shall ensure that employees dispatched orseconded from a third party to the Overseas Member corporation do not
use all or part of the Member Service licensed to the dispatching or
seconding third party for the business of the Overseas Membercorporation that has accepted the employee;(iii) In the event that a Overseas Member corporation finds that an employee
dispatched or seconded to the Overseas Member corporation from a thirdparty has violated the provisions of (1) or (2) of this Article, the Overseas
Member shall immediately suspend the employee from using all or part of theMember Service, or take measures to prevent the employee from using all orpart of the Member Service; and If a Overseas Member becomes aware thatan employee on assignment from the Overseas Member corporation to a third
party has violated the provisions of this clause (iii), the Overseas Member shallimmediately take measures to suspend the employee from using all or part ofthis Member Service, or from being able to use the Member Service.

Article:

Before the revision:

After the revision:

Article 13.

8. The Overseas Member use its best efforts to pay attention to the proper

8. The Overseas Member use its best efforts to pay attention to the proper

Handling and Care ofcare, handling, use, and maintenance of the Log-in ID and Password to thecare, handling, use, and maintenance of the Log-in ID and Password to theProtection Key, Log-in ID

Member Website. If the Overseas Member has lost or misplaced the Log-in ID

Member Website. If the Overseas Member has lost or misplaced the Log-in IDand Password; Breakage;and Password, the FLIP Consortium will notify the Overseas Member of theand Password, the FLIP Consortium will notify the Overseas Member of theLossLog-in ID and Password after receiving the request through the e-mail address

Log-in ID and Password after receiving the request, in principle through the e-of the Contact Person or the Q&A Person registered in the FLIP Consortium.

mail address of the Contact Person or the Q&A Person registered in the FLIP
Consortium.

Article 15.

7. The Overseas Member, who voluntary withdrew from membership wishes

7. The Overseas Member, who voluntary withdrew from membership wishes

Rights and Obligations ofreadmit to membership after change to an individual in Japan or juridical

readmit to membership after change to an individual in Japan or juridical

Overseas Member after

person in Japan defined in Item 2 of Article 6 of the Articles of Incorporation,

person in Japan defined in Item 2 of Article 6 of the Articles of Incorporation,

Loss of Membership

can apply for admission to a General Member or User Member. The

can apply for admission to a General Member or User Member. The

eligibility and examination requirement set forth in the “FLIP Consortium

eligibility and examination requirement set forth in the “FLIP Consortium

General and Regular Membership Terms and Conditions” or “UserGeneral Membership Terms and Conditions”, “Regular Membership Terms

Membership Terms and Conditions” will apply at readmission toand Conditions” or “User Membership Terms and Conditions” will apply atmembership, and the member may not be entitled to the same

readmission to membership, and the member may not be entitled to thequalifications and rights as the type of membership that it had before its

same qualifications and rights as the type of membership that it had before

voluntary withdrawal. Notwithstanding the Item 1. of Article15, theits voluntary withdrawal. Notwithstanding the Item 1. of Article15, theOverseas Members who voluntary withdrew from membership will be able

Overseas Members who voluntary withdrew from membership will be able

to continue their own use of the FLIP Programs, manuals, protection key andto continue their own use of the FLIP Programs, manuals, protection key andany other related materials which had been provided during its

any other related materials which had been provided during its

membership, even after their loss of membership. However, in the event

membership, even after their loss of membership. However, in the eventthat the Overseas member has reached in any situation of (c) or (f) of Article

that the Overseas member has reached in any situation of (c) or (f) of Article

14. (3) after its voluntary withdrawal, the Overseas Member shall be no14. (3) after its voluntary withdrawal, the Overseas Member shall be nolonger eligible for the use.

longer eligible for the use.

8. The Overseas Member who lost its membership due to the reason as set

8. The Overseas Member who lost its membership due to the reason as set

forth in (e) of Article 14. (3) can apply for admission only to a General

forth in (e) of Article 14. (3) can apply for admission only to a General

Member or User Member as a first-time applicant. The eligibility andMember or User Member as a first-time applicant. The eligibility andArticle:

Before the revision:

After the revision:requirement set forth in the “FLIP Consortium General and Regularexamination requirement set forth in the “FLIP Consortium General

Membership Terms and Conditions” or “User Membership Terms andMembership Terms and Conditions”, “Regular Membership Terms andConditions” will apply at readmission to membership, and the member mayConditions” or “User Membership Terms and Conditions” will apply at

not be entitled to the same qualifications and rights as the type ofreadmission to membership, and the member may not be entitled to themembership that it had before its voluntary withdrawal.

same qualifications and rights as the type of membership that it had before
its voluntary withdrawal.

Article 31.

The Overseas Member shall agree to abide by the Articles 8, 11, 12, 13, 15, 16,The Overseas Member shall agree to abide by the Articles 8, 11, 12, 13, 15, 16,Survival Clause17, 18, 19, 22, 23, 24, 25, 26, 27, 29 and 31 of these Terms Conditions after loss

17, 18, 19, 22, 23, 24, 25, 26, 27, 29 and 31 of these Terms Conditions after lossof its membership as set forth in Article 14.

of its membership as set forth in Article 14. In the event that these Terms andConditions terminate, the survival clauses as specified in this Article shallremain in effect.

Supplementaryprovisions(None)

These Terms and Conditions are effective on and applied from September 4,2024. However, for those who are the Overseas Members at the time of thisrevision, these Terms and Conditions shall be effective on September 4, 2024
and applied from October 5, 2024.