QUICK Agreement
The undersigned (“Customer”) and QUICK Corp. (“QUICK”) agree to be subject tothe “Terms and Conditions of Benchmark Usage License Agreement” set forth in
the following pages in connection with the use by Customer of the benchmark
information provided by QUICK. (This signature page, the Exhibit, and theTerms and Conditions are collectively referred to as “this Agreement”.)
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate, as of the date written in this Agreement, and each party
shall retain one copy thereof, or this Agreement may be executed in two
counterparts and may be transmitted by email including a PDF (portable
document format) copy, each of which shall be deemed an original and which
together shall constitute one instrument. The parties agree that execution of thisAgreement via an electronic signature process shall constitute valid execution
hereof.
[Date]

CustomerSignature[Print name][Title][Company name][Address][Country]

QUICK
Shinzo Takami
President, Chief Executive Officer
QUICK Corp.
7-1, Nihonbashi Kabutocho, Chuo-ku, Tokyo
Japan

07-0-0161-03

TERMS AND CONDITIONS OF
BENCHMARK USAGE LICENSE AGREEMENT
Article 1
Definitions
Terms used in this Agreement shall have the following meanings, except as the context
otherwise requires:(1) “Benchmark” means the benchmark provided by QUICK and is as described in the
Exhibit.
(2) “Calculation Party” means a corporation other than QUICK that calculates the
Benchmark and is as described in the Exhibit. No Calculation Party exists if
QUICK itself calculates the Benchmark.
(3) “Customer Affiliate” means a company in which Customer has a capital
contribution ratio or which has a capital contribution ratio in Customer exceeding
50% directly or indirectly as well as companies that directly or indirectly hold astake of more than 50% in Customer and companies in which such companies
directly or indirectly hold a stake of more than 50% and is as stated in the
Application (defined below) in which Customer requests and QUICK approves theuse of the Benchmark without executing a contract directly with QUICK (or if aReport (defined below) has been received by QUICK from Customer, as stated in
the most recent Report). In determining the capital contribution ratio, if a parent
company of Customer directly or indirectly holds a capital contribution in acompany in which Customer directly or indirectly holds a capital contribution, thecapital contribution ratio of such parent company shall be included. In the case of
special purpose companies established in accordance with the Law on Liquidationof Assets, etc., QUICK shall allow Customer to use the Benchmark only by stating
it in the Application form and/or the Report, even if the above-mentioned conditionsof investment ratio are not met.
(4) “User” means an employee of Customer or of a Customer Affiliate and who is aperson permitted to use the Benchmark.
(5) “Agreement Start Date” means the day on which QUICK commences providing theBenchmark to Customer and is as stated in the Exhibit.
(6) “Charge Start Date” means the date on which QUICK commences charging the
License Fee (defined below) to Customer and is as stated in the Exhibit.
(7) “Financial Institution” means a corporation mainly engaged in financial services
such as deposits, financing, loaning, lending, funds transfer transactions, electronic
payment collection services, agency and brokerage services for non-Japanese banks,sale and purchase of securities, etc. and brokerage thereof, underwriting of
securities, etc., custody of securities, etc., investment advisory, agency business,investment management business, securities lending business, insurance orreinsurance, trust business, moneylending business. lease business, financebusiness, cryptoasset exchange business, mutual financing, other financial services
and business is as determined at the discretion of QUICK.
(8) “Non-Financial Institution” means a corporation that is not a Financial Institution
and is as determined at the discretion of QUICK.
(9) “License” means the right to use the Benchmark and comprises the terms andconditions stated in the Exhibit.

107-0-0161-03

(10) “License Fee” means the consideration to be paid for exercising the License.
(11) “Intellectual Property Right” means all patent rights, design rights, utility modelrights, trademark rights (including service marks), copyrights, and know-how, as
well as all rights relating to related trade names, business names, and domainnames.
(12) “Report” means a document for the purpose of Customer reporting to QUICK on
the matters to be reported as stated in the Exhibit such as changes in the quantity
or other details of the Customer Affiliates or changes to the contact details of
Customer. Matters to be reported may be added or altered at any time by noticefrom QUICK to Customer to the extent necessary for License management.
(13) “Application” means a document for the purpose of Customer indicating its
intention to use the Benchmark and is prepared in the form separately prescribed
by QUICK.
Article 2
Purpose and scope
1. Subject to the terms and conditions of this Agreement, QUICK grants to Customer a
non-transferable, revocable, non-exclusive, and specifically limited license.
Customer shall use the Benchmark solely for the purposes permitted under the
License and shall not use the Benchmark for any other purpose.
2. Customer, at its own responsibility and expense, shall cause the Customer Affiliates
and Users to comply with the responsibilities and obligations of Customer prescribedherein (including but not limited to the conditions of use of the Benchmark (including
but not limited to Article 3) and the obligation to be audited, but excluding any mattersseparately designated by QUICK).
A breach of any such responsibilities or
obligations by a Customer Affiliate or User shall be treated as a breach of thisAgreement by Customer.
3. If during the term of this Agreement Customer wishes to acquire a new License or
expand the scope of an existing License, Customer shall promptly notify QUICK in
writing to that effect. If QUICK approves such acquisition or expansion, it shallpromptly notify Customer of the revised terms and conditions of the Exhibit asamended, and the terms and conditions of the Exhibit shall be deemed amended as ofsuch notice.
4. If during the term of this Agreement Customer wishes to reduce the scope of an
existing License, it shall notify QUICK in writing thereof at least three months prior
to the date from which it wishes such reduction to take effect. If QUICK approves
such reduction, it shall promptly notify Customer of the revised terms and conditionsof the Exhibit as amended, and the terms and conditions of the Exhibit shall bedeemed amended as of such notice.
5. Unless otherwise specified, Customer shall include the Customer Affiliates except thecase that payment the License Fee to QUICK and information and notice to QUICK.
Article 3
Conditions of use
Customer may use the Benchmark subject to the condition that it complies with each of
the following items:(1) Customer shall not cause any third party other than Users to use the Benchmark;(2) Customer shall not use the Benchmark for any purpose not permitted under thisAgreement; and207-0-0161-03

(3) Customer shall not engage in any act that may diminish the reputation of the
Benchmark.
Article 4
Obligations
1. Customer, as its own responsibility and expense, shall prepare all equipment andsystems required in order to acquire the Benchmark and all security measures andthe like required in order to comply with the conditions of use.
2. Customer, at its own responsibility and expense, shall check that Users are complying
with the conditions of use of the Benchmark prescribed in this Agreement.
3. Customer shall submit a report pertaining to the matters to be reported to QUICK
stated in the Exhibit to QUICK by the report deadline (the “Reporting Obligation”),
and shall comply with the following items in order to perform the Reporting
Obligation:(1) Customer shall prepare in advance, and maintain, procedures and systems requiredin order to perform the Reporting Obligation;(2) if there is any change in the method or purpose of use of the Benchmark by Users,
Customer shall promptly notify QUICK of the details of such change in accordancewith the procedures in the preceding item; and(3) Customer shall bear any expenses required in order to perform the obligations in thepreceding two items.
4. If a User breaches the conditions of use of the Benchmark, Customer shall take thefollowing actions:(1) Customer shall promptly take all reasonable measures to enforce compliance withthe conditions of use of the Benchmark and shall prevent any further breach by User;(2) Customer shall cooperate in good faith with any reasonable request by QUICK
relating to such breach; and(3) Customer shall bear all expenses required in order to perform the obligations in thepreceding two items.
Article 5
License fee
1. Customer shall pay the License Fee as stated in the invoice issued by QUICK by cashtransfer to the bank account designated by QUICK in the currency designated by
QUICK by the payment date stated in the invoice. Wire transfer fees shall be borne
by Customer. Customer shall pay to the relevant taxing authority, as appropriate, any
applicable sales, use, goods and services, value added, withholding tax or other taxes
payable. In all cases, Customer shall pay the amounts due under this Agreement to
QUICK in full without any right of set-off or deduction.
2. The License Fee will be charged for the period starting on the Charge Start Datestated in the Exhibit and ending on the day on which this Agreement is wholly
terminated.
3. Notwithstanding the preceding paragraph, if the Agreement Start Date is not the firstday of a calendar month, the License Fee will be charged for the period from the firstday of the month immediately following that in which the Agreement Start Date falls,
and if the Agreement end date is not the last day of a calendar month, such period willend on the last day of that calendar month.
4. QUICK shall calculate the License Fee based on the Exhibit and the Report. If there
is any delay or failure by Customer to submit the Report, QUICK shall be entitled to

307-0-0161-03

calculate the License Fee using the most recently submitted Report, and QUICK shallinvoice Customer based on such calculated amount, and Customer shall not raise any
objection thereto or demand any return of any excess amount. Even in this case,
Customer shall not be released from its obligation to submit a Report, and if any
shortfall in the License Fee is discovered based on a Report whose submission was
delayed or on other information, Customer shall not be released from its obligation to
pay such shortfall in accordance with an invoice from QUICK.
5. If Customer is delayed in making the payment under Paragraph 1, Customer shall
pay to QUICK delay damages calculated by multiplying such amount whose payment
is delayed by the statutory interest rate in Japan applicable at that time.
6. During the term of this Agreement, if QUICK deems it necessary to revise the License
Fee due to an increase in costs, changes to taxes or other public charges, or other suchcircumstances, QUICK may revise the License Fee by notifying Customer in writingof the scheduled amount of the revised License Fee, the date on which the License Fee
is scheduled to be revised (the “Revision Date”), and the reason for the revision, atleast six months before the Revision Date, and such revised License Fee shall beeffective from the revision date.
7. If QUICK notifies Customer of a revision of the License Fee and Customer notifies
QUICK in writing no later than one month before the Revision Date to the effect thatit does not accept such revision, this Agreement will be terminated as of the day
immediately preceding such Revision Date.
Article 6
Right of audit
1. In order to verify the accuracy of the content of Reports by Customer stated in the
Exhibit and the compliance by Customer with this Agreement, QUICK may enter theoffices and other premises of Customer and/or Customer Affiliates with a reasonable
period of advance notice to Customer and perform the following audits of the books,
buildings, equipment, systems, technology, operations, and relevant information, andCustomer shall cooperate with QUICK in such case:(1) accessing (physical or remote electronic access) and obtaining copies of records
related to the Benchmark or this Agreement and/or any other such information held
within the premises or systems of Customer and/or Customer Affiliates;(2) interviewing personnel (including Users) of Customer and/or Customer Affiliates
who possess the knowledge necessary for QUICK to perform the audit effectively(including knowledge related to the operations, materials, use, and systems of
Customer related to the relevant Licenses); and(3) inspecting all records and/or systems related to the use, storage, security,
accessibility, distribution, and control of the Benchmark.
2. Notwithstanding the provisions of the preceding paragraph, Customer shall permit
QUICK to perform an audit with prior notice in any of the following cases:(1) as required from time to time by a supervisory authority or as otherwise required byapplicable law;(2) if QUICK has a reasonable reason to suspect that there has been a violation of
applicable law by Customer and/or Customer Affiliates (including User) inconnection with the content of a Report or the use of the Benchmark; or(3) if QUICK has a reasonable reason to suspect that there has been a breach of thisAgreement by Customer and/or Customer Affiliates (including Users).
3. QUICK may obtain and use information related to the devices of Customer and/or

4
07-0-0161-03

Customer Affiliates (including Users) for the purposes in the preceding two
paragraphs. In this case, the information that QUICK may obtain shall be limited
to information related to this Agreement.
4. Expenses for an audit performed pursuant to this Article shall be borne by QUICK,
except in the case where it is discovered as a result of such audit that there has beena breach of this Agreement or a violation of applicable law by Customer.
Article 7
Confidentiality
Each party shall not use for any purpose other than the purposes permitted under thisAgreement or divulge to any third party (for the sake of clarity, such third party does notinclude lawyers, accountants, tax accountants, real estate appraisers and other persons
who are obliged to maintain confidentiality in the course of their duties, rating agencies,
consultants and other persons who are obliged to maintain confidentiality in the courseof their contracts, as well as Customer Affiliates) the technical or operational informationof the other party disclosed to it (the “Receiving Party”) by the other party (the “Disclosing
Party”) or otherwise obtained by the Receiving Party in connection with this Agreement,
except for the following:(1) information that was already in the possession of the Receiving Party before it was
obtained from the Disclosing Party pursuant to this Agreement;(2) information that is publicly known or that became publicly known due to a reason not
attributable to the Receiving Party;(3) information that the Receiving Party duly obtained from a third party without being
subject to confidentiality obligations;(4) information whose disclosure to a third party is permitted by the Disclosing Party;(5) information independently developed by the Receiving Party without relying on
confidential information; and(6) information required to be disclosed by a supervisory authority (however, in this case,
the Receiving Party shall notify the Disclosing Party of the disclosure to the extent
possible and within the legally permissible scope, and shall make efforts to limit thescope of confidential information disclosed to such supervisory authority to theminimum scope necessary).
Article 8Intellectual property rights
1. Customer acknowledges that all rights including Intellectual Property Rights in the
Benchmark belong to the Calculation Party, QUICK, or the third party designated by
QUICK, and that no term or condition in this Agreement shall be construed to imply
that all or any part of such rights are assigned to Customer.
2. Customer possesses no rights in respect of the trade names or trademarks containedin the Benchmark other than the right to use such trade names and trademarks inaccordance with the express terms and conditions of this Agreement.
3. Customer shall cooperate with QUICK to protect the goodwill and reputation of the
Benchmark, trade names, trademarks, and QUICK.
Article 9
Limitation of liability
1. Although QUICK and Calculation Party shall make every effort to ensure that thecalculation and provision of the Benchmark is accurate and timely, QUICK and the
Calculation Party shall have no liability whatsoever (regardless of the grounds

507-0-0161-03

therefor) regarding the accuracy, reliability, timeliness, availability, or the like of the
Benchmark. Customer shall not hold or cause a Customer Affiliate or User to hold
QUICK or the Calculation Party liable (regardless of the grounds therefor) for any
inaccuracy, unreliability, delay, suspension, or the like of the Benchmark.
2. QUICK and the Calculation Party shall have no liability whatsoever in respect ofchanges to or the partial abolishment of the Benchmark, including the following:(1) a change to the calculation method of the Benchmark;(2) a change in the data used for the calculation or determination of the Benchmark;(3) a change in the economies or markets that the Benchmark is designed to measure
or explain;(4) the possibility that the data of the Benchmark or characteristics thereof may change
in the short-term or long-term in the case of changes to the orders of regulatory
authorities or other authorized authorities or to applicable law; and(5) the expansion, reduction, change, suspension, or termination of the Benchmark due
to a cause or event beyond the control of QUICK.
3. Customer shall be liable and hold QUICK and the Calculation Party harmless for all
damage caused to any third parties in connection with the use of the Benchmark.
4. QUICK and the Calculation Party shall have no liability whatsoever for any damage
incurred by Customer, Customer Affiliates, or Users (including but not limited to lost
business profits, suspension of business, loss of business information, or any othereconomic damage) due to the use of the Benchmark.
5. If Customer, Customer Affiliates, or Users are unable to receive transmission of the
Benchmark due to a technical issue and there is an unforeseeable discrepancy
between the cause of such issue and the environment communicated by QUICK,QUICK shall endeavor to resolve such issue but makes no warranty regarding such
resolution.
6. QUICK and the Calculation Party have no liability whatsoever (regardless of thegrounds therefor) for the operations of the systems of Customer, Customer Affiliates,
or Users.
7. QUICK and Calculation Party make no warranty regarding the systems of Customer,
Customer Affiliates, or Users, regardless of the reason therefor.
8. Customer shall comply with all relevant laws (including but not limited to the
Financial Instruments and Exchange Act of Japan), etc., and shall confirm at its own
responsibility as to whether the business performed by Customer using theBenchmark is in compliance with all relevant laws, etc. QUICK bears no obligation
to make such confirmations, and QUICK shall have no liability whatsoever if
Customer, Customer Affiliates, or Users are in violation of any relevant laws, etc. If
QUICK incurs any obligation, liability, damage, loss, or the like in civil litigation orotherwise on the basis that the use of the Benchmark by Customer is in violation ofrelated laws, etc., QUICK may claim compensation from Customer.
9. Customer shall compensate QUICK for all obligations, liabilities, damage, loss, or the
like incurred by QUICK as a result of or in connection with any of the following:(1) the use, distribution, or redistribution of the Benchmark by Customer (except wherein accordance with this Agreement); or(2) the content of a Report submitted by Customer to QUICK.
Article 10

Term and termination

6
07-0-0161-03

1.

The effective term of this Agreement shall be the period starting on the Agreement
Start Date and ending on the last day of the calendar year to which the Agreement
Start Date belongs. However, if neither party notifies the other party in writing of
its intention to terminate this Agreement at least three months before the last day ofsuch calendar year, the effective term of this Agreement shall automatically be
extended for a further period of one year, and the same shall apply thereafter.
2. Notwithstanding the preceding paragraph, in any of the following cases, thisAgreement shall be terminated on the earliest termination date prescribed in eachsuch item:(1) if QUICK ceases to provide the Benchmark, provided that in such case QUICK shallnotify Customer of its plan to cease providing the Benchmark at least six months
before the date on which it ceases to provide the Benchmark (termination date: thedate on which QUICK ceases to provide the Benchmark);(2) if either party is in breach of this Agreement and fails to remedy such breach within
one month after being notified by the other party of the details of such breach(termination date: the day immediately following such one month notice period);(3) if QUICK notifies Customer in writing in any of the following cases at its discretion(termination date: the day on which such notice was served on Customer):(i) when pursuant to a law, order, or regulation; or(ii) when litigation or regulatory procedures arise in connection with the use of
the trade names or trademarks of QUICK or the Benchmark by Customer,
Customer Affiliates, or Users.
(4) if either party is subject to an order for public auction, is subject to or files a petition
for commencement of bankruptcy proceedings, commencement of civil rehabilitation
proceedings, or commencement of corporate reorganization proceedings, is subject toa disposition for dishonoring a check or note, or its credit standing otherwise
significantly deteriorates, and the other party gives written notice of its intention toterminate this Agreement with immediate effect (termination date: the day on whichsuch notice is served)
3. The termination of this Agreement for any reason shall not affect the rights,
obligations, or liabilities existing at the time of termination.
4. If this Agreement is terminated for any reason, Customer shall do the following asnecessary:(1) immediately pay all outstanding amounts owed to QUICK under this Agreement;and(2) cease using (and cause Customer Affiliates and Users to cease using) the Benchmark
immediately after the termination of this Agreement. Provided, however, that if
necessary to comply with obligations under relevant laws and regulations (e.g. the
Law Concerning Investment Trusts and Investment Corporations), etc. Customer
may continue to use the Benchmarks received before the termination of thisAgreement only to the extent required by such laws and regulations after informing
QUICK of the details of such laws and regulations).
5. The provisions of Article 7, Article 8, Article 9, paragraph 5 of Article 10, Article 11,
Article 12, Article 13, Article 14, and Article 15 shall continue to exist in full force andeffect after the termination of this Agreement for any reason as long as the subject
matter of such provisions continue to exist, and Article 6 shall continue in full force
and effect for a period of one year after the termination of this Agreement.

707-0-0161-03

Article 11 Force majeure
1. Neither party shall be liable for any default or delay in performing an obligation under
this Agreement if such default or delay in performance is due to natural disaster, war,
civil strife, labor dispute, outbreak of a disease or virus, law, or any other reason
beyond the reasonable control of that party.
2. The provisions of the preceding paragraph do not release parties from payment
obligations that have become due and payable under this Agreement.
Article 12 Exclusion of anti-social forces
Each of the parties makes the following representations and covenants regarding
exclusion of organized crime groups and other anti-social forces in respect of the time of
execution of this Agreement and in respect of the future:(1) the party (including its officers and persons substantively involved in its
management) is not an anti-social force (meaning an organized crime group, anorganized crime group member, a person for whom five years has not elapsed sinceceasing to be an organized crime group member, an organized crime group quasimember, an organized crime group affiliated business, a shareholders meeting
extortionist, a corporate extortionist acting under the guise of a social movement, a
corporate extortionist acting under the guise of a political movement, a group that in
the context of having a relationship with an organized crime group plays a key part instructural injustice using force or through a financial connection with an organizedcrime group, or any similar group or individual);(2) the party does not cooperate and is not involved in the maintenance or operation of ananti-social force or have any association with an anti-social force through the provisionof funds or similar activities; and(3) if it is discovered that the party does not meet any of the foregoing items or any ofthese representations or covenants were false and this Agreement is immediately
terminated, the party may not make any objection whatsoever or seek any
compensation or indemnification, and will assume full liability for any damage thatarises as a result of such termination.
Article 13 Personal Information
Either party shall handle the personal information (as defined in Article 2, Paragraph
1 of the Act on the Protection of Personal Information in Japan) disclosed by orobtained from the other party in relation to this Agreement in accordance with the Act
on the Protection of Personal Information.
Article 14 Miscellaneous provisions
1. Assignment. Customer may not assign, offer as collateral, or otherwise dispose of its
status as a party to this Agreement or any of its rights or obligations hereunderwithout the prior written consent of QUICK.
2. Entire agreement. This Agreement constitutes the entire agreement between theparties and supersedes any prior agreement, understanding, undertaking, or
arrangement between the parties relating to the subject matter of this Agreement.
The parties agree that by entering into this Agreement they do not rely on any
statement, representation, assurance or warranty of any person (whether a party toan agreement or not and whether made in writing or not) other than as expressly set

807-0-0161-03

3.
4.

5.

6.

out in this Agreement. Each party agrees that it shall have no right or remedy (otherthan for breach of contract) in respect of any statement, representation, assurance, orwarranty (whether made negligently or innocently) other than as expressly set out inthis Agreement.
Notices. The addresses of Customer and QUICK for all notices to be issued under
this Agreement shall be as stated in the Reports and the Application.
Waiver. Any delay to enforce a right under this Agreement shall not be construed asa waiver of such right. A waiver of a right under this Agreement shall not be effective
unless the party waiving the right gives express written notice to the effect that it
waives such right.
Severability. In the event any one or more of the provisions of this Agreement is forany reason held to be invalid, illegal or unenforceable by a court of competentjurisdiction, the remaining provisions of this Agreement shall remain in full force andeffect.
Writing. Any reference to writing or written in this Agreement includes email.

Article 15 Jurisdiction
This Agreement shall be construed in accordance with the laws of Japan, and the Tokyo
District Court shall have exclusive jurisdiction in the first instance for any litigation(including court-mediated conciliation) related to this Agreement.
Article 16 Consultation
If there arises any matter not prescribed herein or any doubts regarding theinterpretation hereof, the parties shall consult with each other and settle such matter ingood faith.

907-0-0161-03

Exhibit
1. Benchmark
TORF (Tokyo Term Risk Free Rate) (“TORF”)* Calculation Party: QUICK Benchmarks Inc.
2.

License☐User license (for use by one Financial Institution company)☐

User license (for use by one Financial Institution group)☐

User license (for use by one Non-Financial Institution company)☐

User license (for use by one Non-Financial Institution group)

Usages of TORF permitted under the above License:(1) using TORF for asset valuation and setting various prices (including but not limited to collateralcalculations, setting interest rates, pricing curves, discount curves, and forward curves);(2) using TORF as the reference rate for financial products (including but not limited to swaps, FRAs,
derivatives, notes, bonds, mortgages, and loans); and(3) using the TORF trademark only in connection with the above TORF usage rights.

Usages of TORF not permitted under the above License:(1) using TORF for the purpose of transaction brokering, clearing, settlement, or the like;(2) using TORF for a purpose not specifically permitted by the License (including but not limited togeneration of benchmarks or indicators, or generation of derivatives backed by such benchmarks orindicators); or(3) distributing TORF to any third party other than Customer and Customer Affiliates for any reason(however, this does not include the case in which Customer or Customer Affiliates use TORF as areference rate for a transaction or financial product and communicating TORF to the counterparty tosuch transaction).
(4) Notwithstanding the above, using TORF in a manner separately prohibited by QUICK.
*The permitted usages and not permitted usages are common to all of the above categories of License.

*

Customer must be aware of the content of the document available at the following URL when using TORF:

https://www.torf.co.jp/en/document/

3.

Agreement Start Date
[Date]

4.

Charge Start Date
[Date]

5.

License Fee
The License Fee shall be the amount stated in the charges list published by QUICK at thefollowing URL:
https://corporate.quick.co.jp/en/torf/

6.

Reporting Matters
Customer shall submit to QUICK by the prescribed reporting deadline a Report pertaining to
the following matters to be reported:(1) changes in the quantity or other details of the Customer Affiliates (promptly after suchchange occurs)(2) changes to the contact details of Customer (promptly after such change occurs)End
07-0-0161-03
No. **********-********