Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)English Translation for Reference Use Only

Standard Form ofBusiness Entrustment Contracts

English Translation for Reference Use Only

Standard Form ofBusiness Entrustment Contracts

Adopted on October 1, 2003

Adopted on October 1, 2003

Revised on April 1, 2004

Revised on April 1, 2004

Revised on April 1, 2005

Revised on April 1, 2005

Revised on April 1, 2006

Revised on April 1, 2006

Revised on March 30, 2007

Revised on March 30, 2007

Revised on March 10, 2008

Revised on March 10, 2008

Revised on March 10, 2009

Revised on March 10, 2009

Revised on June 22, 2009

Revised on June 22, 2009

Revised on January 1, 2010

Revised on January 1, 2010

Revised on March 10, 2010

Revised on March 10, 2010

Revised on March 10, 2011

Revised on March 10, 2011

Revised on March 12, 2012

Revised on March 12, 2012

Revised on February 25, 2013

Revised on February 25, 2013

Revised on January 22, 2014

Revised on January 22, 2014

Revised on March 14, 2014

Revised on March 14, 2014

Revised on March 18, 2015

Revised on March 18, 2015

Revised on June 30, 2015

Revised on June 30, 2015

Revised on March 25, 2016

Revised on March 25, 2016

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Revised on March 31, 2017

Revised on March 31, 2017

Revised on March 30, 2018

Revised on March 30, 2018

Revised on March 20, 2019

Revised on March 20, 2019

Revised on March 25, 2020
(Table of Contents)
Standard Form of Business Entrustment Contracts(Table of Contents)(Table of Contents)
Standard Form of Business Entrustment Contracts(Table of Contents)

1. Form of Business Entrustment Contracts

1. Form of Business Entrustment Contracts

2. General Conditions of Business Entrustment Contracts

2. General Conditions of Business Entrustment Contracts(1) Main Body

(1) Main Body

Chapter I. Performance of Contract Work (Articles 1 to 9)

Chapter I. Performance of Contract Work (Articles 1 to 9)

Chapter II. Amendment Procedures (Articles 10 and 11)

Chapter II. Amendment Procedures (Articles 10 and 11)

Chapter III. Estimated Payment and Final Settlement Payment

Chapter III. Estimated Payment and Final Settlement Payment(Articles 12 to 19)(Articles 12 to 19)

Chapter IV. Management, Etc. of Acquired Property (Articles 20 toChapter IV. Management, Etc. of Acquired Property (Articles 20 to

22)

22)

Chapter V. Handling of Technical Results and Intellectual Property

Chapter V. Handling of Technical Results and Intellectual Property

RightsRightsSection 1. Definitions (Article 23)

Section 1. Definitions (Article 23)

Section 2. Handling of Technical Results (Articles 24 to 27)

Section 2. Handling of Technical Results (Articles 24 to 27)

Section 3. Intellectual Property Rights (Articles 28 to 35)

Section 3. Intellectual Property Rights (Articles 28 to 35)

Chapter VI. Miscellaneous Provisions (Articles 36 to 54)

Chapter VI. Miscellaneous Provisions (Articles 36 to 54)

Special Provisions

Special Provisions

Supplementary Provisions

Supplementary Provisions

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)(2) Forms(2) Forms(3) Appended Tables(3) Appended Tables(4) Calculation Criteria for Contract Work Expenses(4) Calculation Criteria for Contract Work Expenses

1. Form of Business Entrustment Contracts
This entrustment contract (this "Contract") is made and entered into by the

1. Form of Business Entrustment Contracts
This entrustment contract (this "Contract") is made and entered into by the

National Research and Development Agency New Energy and Industrial

National Research and Development Agency New Energy and Industrial

Technology Development Organization ("NEDO") and **** (the "Entrustee").

Technology Development Organization ("NEDO") and **** (the "Entrustee").

Article 1 (Contract Work)

Article 1 (Contract Work)NEDO agrees to entrust business relating to the research and development

NEDO agrees to entrust business relating to the research and development

items mentioned below (the "Contract Work") to the Entrustee and theitems mentioned below (the "Contract Work") to the Entrustee and the

Entrustee agrees to accept such entrustment.

Entrustee agrees to accept such entrustment.

Research and development items: "***** (Major item) ***** (Second item)***** (Third item)"Research and development items: "***** (Major item) ***** (Second item)***** (Third item)"

Article 2 (Contract Amount, Etc.)

Article 2 (Contract Amount, Etc.)

NEDO shall pay to the Entrustee the expenses necessary for the Entrustee to

NEDO shall pay to the Entrustee the expenses necessary for the Entrustee toperform the Contract Work within the limit of the contract amount specified

perform the Contract Work within the limit of the contract amount specified

below (the "Contract Amount").

below (the "Contract Amount").

Contract Amount JPY ****

Contract Amount JPY ****

(including consumption tax and local consumption tax of JPY ****)(including consumption tax and local consumption tax of JPY ****)

Notwithstanding the foregoing, the maximum amount of expenses for

Notwithstanding the foregoing, the maximum amount of expenses for

performance of the Contract Work that NEDO shall pay to the Entrustee in

performance of the Contract Work that NEDO shall pay to the Entrustee ineach of the following fiscal years (which shall refer to one year, from April 1

each of the following fiscal years (which shall refer to one year, from April 1

to March 31 of the following year) shall be as follows:

to March 31 of the following year) shall be as follows:

FY **** JPY ****

FY **** JPY ****

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)(including consumption tax and local consumption tax of JPY *****)(including consumption tax and local consumption tax of JPY *****)

FY **** JPY ****

FY **** JPY ****

(including consumption tax and local consumption tax of JPY *****)
FY **** JPY ****

(including consumption tax and local consumption tax of JPY *****)
FY **** JPY ****

(including consumption tax and local consumption tax of JPY *****)(including consumption tax and local consumption tax of JPY *****)(Note: This proviso shall be included only in the case of multi-year contracts.)(Note: This proviso shall be included only in the case of multi-year contracts.)

Article 3 (Contract Period)

Article 3 (Contract Period)

The period for performance of the Contract Work (the "Contract Period") shall

The period for performance of the Contract Work (the "Contract Period") shallbe as follows:
Contract Period

be as follows:
From [Month, day, year]

to [Month, day, year]

Contract Period

From [Month, day, year]

to [Month, day, year]

Article 4 (Performance of Contract Work)

Article 4 (Performance of Contract Work)

1. The Entrustee shall perform the Contract Work in accordance with the

1. The Entrustee shall perform the Contract Work in accordance with the

General Conditions adopted by NEDO and the Special Conditions attached toGeneral Conditions adopted by NEDO and the Special Conditions attached to

the General Conditions (the "Conditions") as well as the laws, regulations,

the General Conditions (the "Conditions") as well as the laws, regulations,and provisions hereof.

and provisions hereof.

2. The Conditions defined in the preceding paragraph shall include:

2. The Conditions defined in the preceding paragraph shall include:

General Conditions of Business Entrustment Contract

General Conditions of Business Entrustment Contract

General Conditions of Business Entrustment Contract (for Universities andGeneral Conditions of Business Entrustment Contract (for Universities andNational Research and Development Agencies, Etc.)

National Research and Development Agencies, Etc.)

Special Conditions (****)

Special Conditions (****)(Note: In case of multiple Entrustees, specify the name of the General(Note: In case of multiple Entrustees, specify the name of the General

Conditions or Special Conditions applicable to each Entrustee.)

Conditions or Special Conditions applicable to each Entrustee.)

3. In case any article, paragraph, or item in the Conditions mentioned in thepreceding paragraph is revised by NEDO after execution of this Contract, the

3. In case any article, paragraph, or item in the Conditions mentioned in thepreceding paragraph is revised by NEDO after execution of this Contract, theStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)revised Conditions shall apply. In such cases, the Entrustee may request

revised Conditions shall apply. In such cases, the Entrustee may request

NEDO to prepare a written amendment to this Contract.

NEDO to prepare a written amendment to this Contract.

Article 5 (Execution Plan)

Article 5 (Execution Plan)

The purpose, contents, and main site of the Contract Work as well as a

The purpose, contents, and main site of the Contract Work as well as abreakdown of the expenses necessary for performing the Contract Work shall

breakdown of the expenses necessary for performing the Contract Work shallbe stipulated in an execution plan for the Contract Work to be separately

be stipulated in an execution plan for the Contract Work to be separately

approved by NEDO (the "Execution Plan").

approved by NEDO (the "Execution Plan").

Article 6 (Contract Guarantee)

Article 6 (Contract Guarantee)

NEDO shall exempt the Entrustee from payment of a full contract guarantee

NEDO shall exempt the Entrustee from payment of a full contract guarantee

for this Contract.

for this Contract.

Article 7 (Agreed Foreign Exchange Rate)

Article 7 (Agreed Foreign Exchange Rate)

In case the Entrustee (including its Re-Entrusted Contractor or Joint

In case the Entrustee (including its Re-Entrusted Contractor or Joint

Contractor) is a juridical person organized under laws other than the laws ofContractor) is a juridical person organized under laws other than the laws ofJapan and the currency in which the expenses necessary for performing theJapan and the currency in which the expenses necessary for performing theContract Work are disbursed is ****, the exchange rate to be used to convert theContract Work are disbursed is ****, the exchange rate to be used to convert theamount to be paid by NEDO under this Contract into JPY shall be as follows:amount to be paid by NEDO under this Contract into JPY shall be as follows:

Agreed exchanged rateyen/****

Agreed exchanged rateyen/****(Note: If the above provision on an exchange rate is unnecessary, delete this(Note: If the above provision on an exchange rate is unnecessary, delete this

Article and renumber Article 8 to Article 7, and renumber Article 9 to Article

Article and renumber Article 8 to Article 7, and renumber Article 9 to Article

8.)

8.)

Article 8 (Measures Against Misconduct, Etc.)

Article 8 (Measures Against Misconduct, Etc.)

In case the Entrustee engages in misconduct or makes a false report inIn case the Entrustee engages in misconduct or makes a false report inconnection with this entrustment contract, NEDO may take any measuresconnection with this entrustment contract, NEDO may take any measuresnecessary for the prevention and correction of such acts.

necessary for the prevention and correction of such acts.

Article 9 (Survival Clause)

Article 9 (Survival Clause)

Both parties agree that the provision of the preceding Article shall survive

Both parties agree that the provision of the preceding Article shall survive

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

expiration of the Contract Period or termination of this Contract until the

expiration of the Contract Period or termination of this Contract until thesubject of the measures ceases to exist.

subject of the measures ceases to exist.

IN WITNESS WHEREOF, both parties have executed this Contract in ****IN WITNESS WHEREOF, both parties have executed this Contract in ****by placing their respective signatures and seals thereon, and each party shallby placing their respective signatures and seals thereon, and each party shallkeep one original.

keep one original.

[Month, day, year][Month, day, year]

NEDO: 1310 Omiya-cho, Saiwai-ku, Kawasaki City

NEDO: 1310 Omiya-cho, Saiwai-ku, Kawasaki City

Kanagawa Prefecture Japan

Kanagawa Prefecture Japan

National Research and Development Agency

National Research and Development Agency

New Energy and Industrial Technology

New Energy and Industrial Technology

Development Organization

Development Organization

Chairperson

Chairperson

Entrustee:

Entrustee:

2. General Conditions of Business Entrustment Contracts

2. General Conditions of Business Entrustment Contracts(1) Main Body

(1) Main Body

Chapter I. Performance of Contract Work

Chapter I. Performance of Contract Work

Article 1 (Performance of Contract Work)

Article 1 (Performance of Contract Work)

1. The Entrustee shall perform the Contract Work in accordance with the

1. The Entrustee shall perform the Contract Work in accordance with the

Execution Plan. In case of any change in the Execution Plan, the Contract

Execution Plan. In case of any change in the Execution Plan, the Contract

Work shall be performed in accordance with the changed Execution Plan.

Work shall be performed in accordance with the changed Execution Plan.

2. In the event an accident or other serious event that may prevent performance

2. In the event an accident or other serious event that may prevent performanceof the Contract Work occurs during the Contract Work, the Entrustee shallof the Contract Work occurs during the Contract Work, the Entrustee shallimmediately notify NEDO, take necessary measures, and report the cause of

immediately notify NEDO, take necessary measures, and report the cause of

the incident and its impact, etc., on the Contract Work to NEDO within seven

the incident and its impact, etc., on the Contract Work to NEDO within sevenStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)days of the occurrence of the event.

days of the occurrence of the event.

Article 2 (Re-Entrustment, Etc.)

Article 2 (Re-Entrustment, Etc.)

1. The Entrustee shall not entrust all or part of the Contract Work to a third

1. The Entrustee shall not entrust all or part of the Contract Work to a third

party ("Re-Entrustment"); provided, however, that this shall not apply to Re-

party ("Re-Entrustment"); provided, however, that this shall not apply to Re-

Entrustment of the part of the Contract Work that is stipulated in the

Entrustment of the part of the Contract Work that is stipulated in the

Execution Plan and approved by NEDO. The amount of any permitted Re-

Execution Plan and approved by NEDO. The amount of any permitted Re-

Entrustment by the Entrustee shall in principle be less than 50 percent of the

Entrustment by the Entrustee shall in principle be less than 50 percent of theContract Amount (which shall be the Contract Amount for the Re-Entrusting

Contract Amount (which shall be the Contract Amount for the Re-Entrusting

Entrustee in case of multiple Entrustees).

Entrustee in case of multiple Entrustees).

2. In case of Re-Entrustment of part of the Contract Work under the proviso of

2. In case of Re-Entrustment of part of the Contract Work under the proviso of

the preceding paragraph, the Entrustee shall be fully responsible to NEDO

the preceding paragraph, the Entrustee shall be fully responsible to NEDO

for any act of the third party to which the Entrustee entrusts the Contract

for any act of the third party to which the Entrustee entrusts the Contract

Work (the "Re-Entrusted Contractor").

Work (the "Re-Entrusted Contractor").

3. In case part of the Contract Work is Re-Entrusted, the Entrustee shall enter

3. In case part of the Contract Work is Re-Entrusted, the Entrustee shall enter

into an agreement with the Re-Entrusted Contractor regarding matters

into an agreement with the Re-Entrusted Contractor regarding mattersnecessary for the Entrustee to comply with this Contract and mattersnecessary for the Entrustee to comply with this Contract and mattersdesignated by NEDO. Notwithstanding the provisions hereof, in case thedesignated by NEDO. Notwithstanding the provisions hereof, in case theEntrustee Re-Entrusts part of the Contract Work to a national or public

Entrustee Re-Entrusts part of the Contract Work to a national or publicresearch institute, incorporated administrative agency (including a national

research institute, incorporated administrative agency (including a national

research and development agency), national university corporation, or any

research and development agency), national university corporation, or any

other organization equivalent thereto ("National Institutes, Etc.") of Japan,

other organization equivalent thereto ("National Institutes, Etc.") of Japan,such Re-Entrustment may be governed by rules for entrusted research of thesuch Re-Entrustment may be governed by rules for entrusted research of therelevant National Institutes, Etc. if the Entrustee guarantees the provisions

relevant National Institutes, Etc. if the Entrustee guarantees the provisions

in the following items:in the following items:(i) If NEDO wishes to perform an inspection of a Re-Entrusted Contractor as(i) If NEDO wishes to perform an inspection of a Re-Entrusted Contractor asStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

deemed necessary, it may do so in the presence of the Entrustee.
(ii) If NEDO performs the inspection mentioned in the preceding item, thedeemed necessary, it may do so in the presence of the Entrustee.
(ii) If NEDO performs the inspection mentioned in the preceding item, theEntrustee shall request that the Re-Entrusted Contractor cooperate in the

Entrustee shall request that the Re-Entrusted Contractor cooperate in thesubmission of reports and materials that may assist in the inspection.

submission of reports and materials that may assist in the inspection.

4. The provisions of Paragraphs 1 to 3 of this Article shall apply mutatis

4. The provisions of Paragraphs 1 to 3 of this Article shall apply mutatis

mutandis to cases in which the Entrustee performs part of the Contract Workmutandis to cases in which the Entrustee performs part of the Contract Work

jointly with a third party ("Joint Performance"). In this case, in thesejointly with a third party ("Joint Performance"). In this case, in theseprovisions the term "Re-Entrustment" shall be replaced with "Joint

provisions the term "Re-Entrustment" shall be replaced with "Joint

Performance," the term "Re-Entrusted Contractor" shall be replaced with

Performance," the term "Re-Entrusted Contractor" shall be replaced with

"Joint Contractor," and in Paragraph 3 the term "rules for entrusted"Joint Contractor," and in Paragraph 3 the term "rules for entrusted

research" shall be replaced with "rules for Joint Performance".

research" shall be replaced with "rules for Joint Performance".

Article 3 (Assignment of Rights and Obligations)

Article 3 (Assignment of Rights and Obligations)

1. If the Entrustee intends to assign or transfer any right or obligation under

1. If the Entrustee intends to assign or transfer any right or obligation under

this Contract to a third party, the Entrustee shall submit a Request forthis Contract to a third party, the Entrustee shall submit a Request for

Approval of Transfer of Rights and Obligations (Form No. 19) to NEDO andApproval of Transfer of Rights and Obligations (Form No. 19) to NEDO andobtain the approval of NEDO in advance.

obtain the approval of NEDO in advance.

2. The Entrustee shall not assign, transfer, pledge or make any other

2. The Entrustee shall not assign, transfer, pledge or make any otherencumbrance or disposition to a third party any of its claims arising from thisencumbrance or disposition to a third party any of its claims arising from thisContract, except as approved in advance by NEDO.

Contract, except as approved in advance by NEDO.

3. The Entrustee shall not create any mortgage, pledge, or security interest on
the Acquired Property set forth in Article 20.

3. The Entrustee shall not create any mortgage, pledge, or security interest on
the Acquired Property set forth in Article 20.

Article 4 (Control of Contract Work)

Article 4 (Control of Contract Work)

1. NEDO may take the measures listed in the following items if such measures

1. NEDO may take the measures listed in the following items if such measures

are deemed necessary for NEDO to understand the status of the progress ofare deemed necessary for NEDO to understand the status of the progress of

the Contract Work:the Contract Work:(i) To request the Entrustee to report on the progress and performance(i) To request the Entrustee to report on the progress and performanceStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

method of the Contract Work.

method of the Contract Work.

(ii) To dispatch personnel of NEDO to the sites of the Contract Work and(ii) To dispatch personnel of NEDO to the sites of the Contract Work andobserve performance of the Contract Work.

observe performance of the Contract Work.

2. NEDO may discuss with the Entrustee and give the Entrustee any

2. NEDO may discuss with the Entrustee and give the Entrustee any

instructions necessary for performance of the Contract Work if it is deemed

instructions necessary for performance of the Contract Work if it is deemed

particularly necessary after the measures under the preceding paragraph areparticularly necessary after the measures under the preceding paragraph aretaken. Notwithstanding the foregoing, in cases where the instruction to betaken. Notwithstanding the foregoing, in cases where the instruction to begiven by NEDO relates to any change in the Execution Plan, the provisions ofgiven by NEDO relates to any change in the Execution Plan, the provisions ofArticle 10 or Article 11 shall apply.

Article 10 or Article 11 shall apply.

3. If in case of a contract with multiple parties for one specific Contract Work

3. If in case of a contract with multiple parties for one specific Contract Work

item it is deemed appropriate to have one of the contractors perform theitem it is deemed appropriate to have one of the contractors perform theinspections provided for in Paragraph 1 and Paragraph 2 Item 1 of Article 14,

inspections provided for in Paragraph 1 and Paragraph 2 Item 1 of Article 14,

NEDO may have the contractor (the "Representative Party") perform the

NEDO may have the contractor (the "Representative Party") perform theinspections set forth in Paragraph 1 and Paragraph 2 Item 1 of Article 14 on

inspections set forth in Paragraph 1 and Paragraph 2 Item 1 of Article 14 on

the expense amount to be paid by NEDO under Article 15 to contractors otherthe expense amount to be paid by NEDO under Article 15 to contractors otherthan the Representative Party. In this case, the Representative Party shall bethan the Representative Party. In this case, the Representative Party shall be

responsible for the inspection of contractors other than the Representative

responsible for the inspection of contractors other than the Representative

Party.

Party.

4. In case the Representative Party performs the inspections provided for in

4. In case the Representative Party performs the inspections provided for in

Paragraph 1 and Paragraph 2 Item 1 of Article 14 under the provisions of theParagraph 1 and Paragraph 2 Item 1 of Article 14 under the provisions of thepreceding paragraph, the Representative Party shall promptly report thepreceding paragraph, the Representative Party shall promptly report theresults to NEDO using an Inspection Completion Report ( Form No. 1).

results to NEDO using an Inspection Completion Report ( Form No. 1).

5. The provisions of Paragraphs 3 to 6 of Article 14 shall apply mutatis

5. The provisions of Paragraphs 3 to 6 of Article 14 shall apply mutatis

mutandis to inspections under the provisions of Paragraph 3. In this case, themutandis to inspections under the provisions of Paragraph 3. In this case, theterm "NEDO" in Paragraphs 3 to 6 of Article 14 shall be replaced with "theterm "NEDO" in Paragraphs 3 to 6 of Article 14 shall be replaced with "theRepresentative Party."

Representative Party."Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Article 5 (Incurrence of Expenses Necessary for Performing Contract Work)

Article 5 (Incurrence of Expenses Necessary for Performing Contract Work)The Entrustee shall incur expenses necessary for performing the Contract WorkThe Entrustee shall incur expenses necessary for performing the Contract Workin accordance with the items listed in the estimated expense table of thein accordance with the items listed in the estimated expense table of the

Execution Plan. In case of any change in the Execution Plan, expenses shall

Execution Plan. In case of any change in the Execution Plan, expenses shallbe incurred in accordance with the items listed in the estimated expense table

be incurred in accordance with the items listed in the estimated expense tableof the changed Execution Plan. However, if the distribution of the itemsof the changed Execution Plan. However, if the distribution of the items

specified in the estimated expense table in the Execution Plan is to be

specified in the estimated expense table in the Execution Plan is to bechanged through disbursement based on the Calculation Criteria for Contractchanged through disbursement based on the Calculation Criteria for Contract

Work Expenses, the Entrustee may divert expenditures, but only up to 20

Work Expenses, the Entrustee may divert expenditures, but only up to 20

percent of the total of the following major items I. to III. (except for diversion

percent of the total of the following major items I. to III. (except for diversion

from or to item V., Costs for Re-Entrustment/Joint Performance).

from or to item V., Costs for Re-Entrustment/Joint Performance).

I. Costs for machinery

I. Costs for machinery

II. Labor costs

II. Labor costs

III. Other expenses

III. Other expenses

IV. Indirect expenses

IV. Indirect expenses

V. Costs for Re-Entrustment/Joint Performance

V. Costs for Re-Entrustment/Joint Performance

Article 5-2 (Application of Operational Policy to Adopted Subjects for Special

Article 5-2 (Application of Operational Policy to Adopted Subjects for Special

Zone for Innovative Technology)

Zone for Innovative Technology)

In case the Entrustee applies for the Special Zone for Innovative Technology

In case the Entrustee applies for the Special Zone for Innovative Technology

under the "Basic Policy on Economic and Fiscal Reform 2008" (Cabinet

under the "Basic Policy on Economic and Fiscal Reform 2008" (Cabinet

Decision dated June 27, 2008; such a special zone shall hereinafter be

Decision dated June 27, 2008; such a special zone shall hereinafter bereferred to as the "Super Special Zone"), and all or part of the Contract Work

referred to as the "Super Special Zone"), and all or part of the Contract Workis selected as an adopted subject for the Super Special Zone, expenses may

is selected as an adopted subject for the Super Special Zone, expenses may

upon notification of such selection be handled in a comprehensive andupon notification of such selection be handled in a comprehensive andefficient manner under the "Policy for Comprehensive and Efficient Operation

efficient manner under the "Policy for Comprehensive and Efficient Operationof Research Funds in Super Special Zones" (the "Operational Policy")of Research Funds in Super Special Zones" (the "Operational Policy")

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

regardless of the provisions of this Contract.

regardless of the provisions of this Contract.

Article 6 (Keeping Accounting Records)

Article 6 (Keeping Accounting Records)

1. The Entrustee shall keep designated accounting books related to expenses

1. The Entrustee shall keep designated accounting books related to expenses

necessary for performing the Contract Work, and shall clearly record thenecessary for performing the Contract Work, and shall clearly record theamount of each disbursement.

amount of each disbursement.

2. The Entrustee shall record all expenses necessary for performing the

2. The Entrustee shall record all expenses necessary for performing theContract Work in the accounting books provided for in the preceding

Contract Work in the accounting books provided for in the preceding

paragraph in accordance with the expense items set forth in the Calculation

paragraph in accordance with the expense items set forth in the Calculation

Criteria for Contract Work Expenses, and shall organize and retain all

Criteria for Contract Work Expenses, and shall organize and retain all

documents for certifying or describing the contents of disbursements.

documents for certifying or describing the contents of disbursements.

3. The period for retention of the accounting books and documents provided for3. The period for retention of the accounting books and documents provided forin the preceding paragraph shall be 5 years from the day following the lastin the preceding paragraph shall be 5 years from the day following the last

day of a fiscal year (which shall refer to the fiscal year of NEDO, one year

day of a fiscal year (which shall refer to the fiscal year of NEDO, one year

from April 1 to March 31 of the following year; the same shall apply

from April 1 to March 31 of the following year; the same shall apply

hereinafter) in which the Contract Period ends. Notwithstanding thehereinafter) in which the Contract Period ends. Notwithstanding theforegoing, estimates and final drawings (including plot plan drawings forforegoing, estimates and final drawings (including plot plan drawings forbuilding work, civil engineering work and electrical work, and layout plansbuilding work, civil engineering work and electrical work, and layout plans

for machinery) related to the Acquired Property of NEDO as set forth infor machinery) related to the Acquired Property of NEDO as set forth in

Article 20 shall be retained until the date of completion of disposal of

Article 20 shall be retained until the date of completion of disposal of

Acquired Property.

Acquired Property.

Article 7 (Performance of Interim Evaluation)

Article 7 (Performance of Interim Evaluation)

1. NEDO may perform a technical evaluation during the Contract Period.

1. NEDO may perform a technical evaluation during the Contract Period.

2. On the basis of the results of the evaluation provided for in the preceding

2. On the basis of the results of the evaluation provided for in the preceding

paragraph (the "Interim Evaluation"), NEDO may amend the contents of thisparagraph (the "Interim Evaluation"), NEDO may amend the contents of thisContract at its own discretion even during the Contract Period.

Contract at its own discretion even during the Contract Period.

3. Depending on the results of the Interim Evaluation, NEDO may decide not to

3. Depending on the results of the Interim Evaluation, NEDO may decide not toStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)conclude a subsequent business entrustment contract.

conclude a subsequent business entrustment contract.

Article 8 (Performance of Post Evaluation and Follow-Up Evaluation, Etc.)

Article 8 (Performance of Post Evaluation and Follow-Up Evaluation, Etc.)

After the expiration of the performance period defined in a basic plan

After the expiration of the performance period defined in a basic plan separately

separately adopted by NEDO (or an implementation policy separately

adopted by NEDO (or an implementation policy separately adopted by NEDO,

adopted by NEDO, in the case of research and development for which no basicin the case of research and development for which no basic plan has beenplan has been adopted; hereinafter referred to as the "Basic Plan, Etc."),adopted; hereinafter referred to as the "Basic Plan, Etc."), NEDO may

NEDO may perform a technical evaluation (the "Post Evaluation") andperform a technical evaluation (the "Post Evaluation") and conduct a survey

conduct a survey on the status of commercialization (the "Follow-Upon the status of commercialization (the "Follow-Up Evaluation, Etc.").

Evaluation, Etc."). Notwithstanding the foregoing, if deemed necessary by

Notwithstanding the foregoing, if deemed necessary by NEDO, the Post

NEDO, the Post Evaluation may be performed during the fiscal year in which

Evaluation may be performed during the fiscal year in which the performancethe performance period ends.

period ends.

Article 9 (Request for Continuation)

Article 9 (Request for Continuation)

In case the Entrustee wishes to continue a business entrustment contract forIn case the Entrustee wishes to continue a business entrustment contract for

research and development for which the performance period defined in the

research and development for which the performance period defined in thebasic plan separately adopted by NEDO extends beyond the expiration of thebasic plan separately adopted by NEDO extends beyond the expiration of theContract Period, the Entrustee shall submit Form No. 2 and specify aContract Period, the Entrustee shall submit Form No. 2 and specify aresearch outline, a research and development performance plan, necessary

research outline, a research and development performance plan, necessary

expenses, Etc., for continuing the contract to NEDO prior to the starting dateexpenses, Etc., for continuing the contract to NEDO prior to the starting dateof the following contract period.

of the following contract period.

Chapter II. Amendment Procedures

Chapter II. Amendment Procedures

Article 10 (Amendment of Contract)

Article 10 (Amendment of Contract)

1. Either party may amend the contents of this Contract with the approval of

1. Either party may amend the contents of this Contract with the approval of

the other party in any of the following cases:

the other party in any of the following cases:(i) If an amendment is necessary with regard to the Contract Amount, the(i) If an amendment is necessary with regard to the Contract Amount, theContract Period, or the purpose of the Contract Work as set forth in theContract Period, or the purpose of the Contract Work as set forth in the

Execution Plan during the performance of the Contract Work; orExecution Plan during the performance of the Contract Work; orStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)(ii) If performance of part of this Contract under the conditions set forth(ii) If performance of part of this Contract under the conditions set forth

herein is rendered difficult due to a significant change in economic

herein is rendered difficult due to a significant change in economic

conditions or a natural disaster.

conditions or a natural disaster.

2. If this Contract has a Contract Period that extends beyond a fiscal year and2. If this Contract has a Contract Period that extends beyond a fiscal year andan amendment is necessary due to a change in the budget or policies of the

an amendment is necessary due to a change in the budget or policies of theGovernment of Japan, NEDO may amend the contents of this Contract.

Government of Japan, NEDO may amend the contents of this Contract.

Article 11 (Change in Execution Plan, Etc.)

Article 11 (Change in Execution Plan, Etc.)

1. If the Entrustee intends to amend the contents of this Contract under the

1. If the Entrustee intends to amend the contents of this Contract under theprovisions of the preceding Article, or if a major change is necessary for otherprovisions of the preceding Article, or if a major change is necessary for otherreasons with regard to the contents of the Execution Plan, the Entrustee shallreasons with regard to the contents of the Execution Plan, the Entrustee shallsubmit one copy of a Request for Change of Contract Work Execution Plan

submit one copy of a Request for Change of Contract Work Execution Plan

(Form No. 3) to NEDO for its review. Notwithstanding the foregoing, if(Form No. 3) to NEDO for its review. Notwithstanding the foregoing, if

NEDO, upon the request of the Entrustee, determines in advance that the

NEDO, upon the request of the Entrustee, determines in advance that thechange is so minor as to not affect performance of the Contract Work, thechange is so minor as to not affect performance of the Contract Work, theprovisions of Paragraphs 5 and 6 shall apply.

provisions of Paragraphs 5 and 6 shall apply.

2. When NEDO receives the request for change of the Execution Plan from the

2. When NEDO receives the request for change of the Execution Plan from the

Entrustee under the provisions of the preceding paragraph, it shall review

Entrustee under the provisions of the preceding paragraph, it shall review

the contents of the request and approve the change if the request is found tothe contents of the request and approve the change if the request is found tobe appropriate.

be appropriate.

3. In case of a request by the Entrustee under the provisions of Paragraph 1,

3. In case of a request by the Entrustee under the provisions of Paragraph 1,

NEDO shall notify the Entrustee of its decision to approve or reject the

NEDO shall notify the Entrustee of its decision to approve or reject thechange within ten days after receipt of the request.

change within ten days after receipt of the request.

4. If NEDO approves the Request for Change of Contract Work Execution Plan

4. If NEDO approves the Request for Change of Contract Work Execution Plan

under the provisions of Paragraph 2, it shall take the following procedures:

under the provisions of Paragraph 2, it shall take the following procedures:(i) A contract amendment shall be concluded if the contents of this Contract(i) A contract amendment shall be concluded if the contents of this Contract

are amended under the provisions of the preceding Article.

are amended under the provisions of the preceding Article.

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)(ii) In case of a major change in the contents of the Execution Plan under the(ii) In case of a major change in the contents of the Execution Plan under theprovisions of Paragraph 1, a contract amendment shall be deemed to haveprovisions of Paragraph 1, a contract amendment shall be deemed to havebeen concluded upon the approval of NEDO.

been concluded upon the approval of NEDO.

(iii) Notwithstanding the provisions of Paragraph 1, if the Contract Amount is(iii) Notwithstanding the provisions of Paragraph 1, if the Contract Amount isamended as a result of a change in the consumption tax rate (including

amended as a result of a change in the consumption tax rate (including

postponement of a change in the consumption tax rate), preparation of a

postponement of a change in the consumption tax rate), preparation of awritten contract of amendment may be omitted. In this case, the contract

written contract of amendment may be omitted. In this case, the contract

amendment shall be deemed to have been concluded upon the approval ofamendment shall be deemed to have been concluded upon the approval of

NEDO.

NEDO.

5. In the event of a minor change in the contents of the Execution Plan as set

5. In the event of a minor change in the contents of the Execution Plan as set

forth in the latter part of Paragraph 1, the Entrustee shall submit one copy offorth in the latter part of Paragraph 1, the Entrustee shall submit one copy ofa Notification of Change of Contract Work Execution Plan (Form No. 3).

a Notification of Change of Contract Work Execution Plan (Form No. 3).

6. When NEDO receives the Notification of Change of Contract Work Execution

6. When NEDO receives the Notification of Change of Contract Work Execution

Plan under the provisions of the preceding paragraph, a contract amendment

Plan under the provisions of the preceding paragraph, a contract amendment

shall be deemed to have been concluded on the date of such receipt.

shall be deemed to have been concluded on the date of such receipt.

7. Either party shall promptly notify the other party of any change in its

7. Either party shall promptly notify the other party of any change in its

representative, address, or name.

representative, address, or name.

Chapter III. Estimated Payment and Final Settlement Payment

Chapter III. Estimated Payment and Final Settlement Payment

Article 12 (Estimated Payment)

Article 12 (Estimated Payment)

1. NEDO may pay any expenses necessary for performing the Contract Work to

1. NEDO may pay any expenses necessary for performing the Contract Work to

the Entrustee during the Contract Period ("Estimated Payment") if such

the Entrustee during the Contract Period ("Estimated Payment") if suchpayment is deemed necessary for the Entrustee.

payment is deemed necessary for the Entrustee.

2. To request Estimated Payment under the provisions of the preceding

2. To request Estimated Payment under the provisions of the preceding

paragraph, the Entrustee shall submit an Invoice for Payment (Form No. 4-

paragraph, the Entrustee shall submit an Invoice for Payment (Form No. 4-

1).

1).

Article 13 (Submission of Performance Report, Etc.)

Article 13 (Submission of Performance Report, Etc.)

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

1. The Entrustee shall submit one copy of a Contract Work Performance Report

1. The Entrustee shall submit one copy of a Contract Work Performance Report(Form No. 5), (deleted),to NEDO before the earlier of the date of either the(Form No. 5), (the “Performance Report”),to NEDO before the earlier of thecompletion of the Contract Work (or within 30 days from the day following thedate of either the completion of the Contract Work (or within 30 days from thedate of termination if this Contract is terminated under the provisions of

day following the date of termination if this Contract is terminated under the

Article 37, 38, or 39) or the date of expiration of the Contract Period.

provisions of Article 37, 38, or 39) or the date of expiration of the Contract
Period.

2. In case this Contract has a Contract Period extending beyond a fiscal year,

2. In case this Contract has a Contract Period extending beyond a fiscal year,

the Entrustee shall, prior to March 31 of each year (the "Fiscal Year-End

the Entrustee shall, prior to March 31 of each year (the "Fiscal Year-End

Submission Date"), submit one copy of a Contract Work Interim Performance

Submission Date"), submit one copy of a Contract Work Interim Performance

Report (Form No. 5) relating to the Contract Work that has been completed inReport (Form No. 5) relating to the Contract Work that has been completed in

the relevant fiscal year.

the relevant fiscal year.

Article 14 (Inspections and Requests for Reports)

Article 14 (Inspections and Requests for Reports)

1. Upon receipt of the Contract Work Performance Report or Contract Work

1. Upon receipt of the Performance Report provided for in the preceding Article,

Interim Performance Report (collectively referred to as "Performance Report,

NEDO shall promptly inspect the contents of the Performance Report.

Etc.") provided for in the preceding Article, NEDO shall promptly inspect thecontents of the Performance Report, Etc.
2. In addition to the inspection provided for in the preceding paragraph, NEDO

2. In addition to the inspection provided for in the preceding paragraph, NEDO

may conduct the inspections in the following items:

may conduct the inspections in the following items:(i) Inspections on the status of disbursement of expenses necessary for(i) Inspections on the status of disbursement of expenses necessary for

performing the Contract Work during the Contract Period.

performing the Contract Work during the Contract Period.

(ii) Other inspections deemed necessary by NEDO.

(ii) Other inspections deemed necessary by NEDO.

3. NEDO may conduct the inspections in the preceding two paragraphs on

3. NEDO may conduct the inspections in the preceding two paragraphs on

matters listed in the items below. In this case, NEDO may, if necessary,matters listed in the items below. In this case, NEDO may, if necessary,request that the Entrustee submit reports and materials that may assist in

request that the Entrustee submit reports and materials that may assist in

the inspections.

the inspections.

(i) Consistency between the contents of research and development described(i) Consistency between the contents of research and development describedStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

in the Performance Report, Etc. and disbursed expenses.

in the Performance Report and disbursed expenses.

(ii) Consistency between the contents of the Execution Plan and the(ii) Consistency between the contents of the Execution Plan and the

Performance Report, Etc.

Performance Report.

(iii) The status of plant construction, production of machinery, and plant and(iii) The status of plant construction, production of machinery, and plant andmachinery operation.

machinery operation.

(iv) Accounting books and documents listed in Article 6.

(iv) Accounting books and documents listed in Article 6.

(v) Other matters deemed necessary by NEDO in connection with the(v) Other matters deemed necessary by NEDO in connection with theContract Work.

Contract Work.

4. If NEDO determines that facts need to be confirmed, the Entrustee shall

4. If NEDO determines that facts need to be confirmed, the Entrustee shallrequest that its suppliers cooperate in the submission of reports andrequest that its suppliers cooperate in the submission of reports andmaterials that may assist in NEDO’s inspections.

materials that may assist in NEDO’s inspections.

5. NEDO may conduct the inspections provided for in Paragraphs 1 and 2 at the

5. NEDO may conduct the inspections provided for in Paragraphs 1 and 2 at thefactories, laboratories, or other offices of the Entrustee (including the places

factories, laboratories, or other offices of the Entrustee (including the placesof business of the Re-Entrusted Contractor and Joint Contractor of theof business of the Re-Entrusted Contractor and Joint Contractor of the

Entrustee, and the Joint Contractor of the Re-Entrusted Contractor; the same

Entrustee, and the Joint Contractor of the Re-Entrusted Contractor; the same

shall apply hereinafter).

shall apply hereinafter).

6. To conduct the inspections mentioned in Paragraphs 1 and 2, NEDO shall

6. To conduct the inspections mentioned in Paragraphs 1 and 2, NEDO shallnotify the Entrustee in advance of the place, time, and date of the inspection,

notify the Entrustee in advance of the place, time, and date of the inspection,

the personnel in charge of the inspection, and other matters necessary forthe personnel in charge of the inspection, and other matters necessary for

performance of the inspection.

performance of the inspection.

7. If the Entrustee receives the notification set forth in the preceding

7. If the Entrustee receives the notification set forth in the preceding

paragraph, the Entrustee shall prepare the documents listed in the Appended

paragraph, the Entrustee shall prepare the documents listed in the Appended

Table of these General Conditions, and any other documents specified by

Table of these General Conditions, and any other documents specified by

NEDO in advance and shall dispatch personnel that can explain the contents

NEDO in advance and shall dispatch personnel that can explain the contentsof the Contract Work and accounting to the place of inspection specified byof the Contract Work and accounting to the place of inspection specified by

NEDO at the expense of the Entrustee.

NEDO at the expense of the Entrustee.

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

8. Officials of the Ministry of Economy, Trade and Industry, which is the

8. Officials of the Ministry of Economy, Trade and Industry, which is theministry responsible for NEDO, may attend inspections if such attendance isministry responsible for NEDO, may attend inspections if such attendance isdeemed necessary by NEDO and the Entrustee shall accept such attendance.

deemed necessary by NEDO and the Entrustee shall accept such attendance.

9. NEDO may conduct the inspections provided for in Paragraph 2 Item 2

9. NEDO may conduct the inspections provided for in Paragraph 2 Item 2during the five years from the day following the last day of the fiscal year induring the five years from the day following the last day of the fiscal year inwhich the Contract Period ends.

which the Contract Period ends.

Article 15 (Determination of Expense Amount to Be Paid by NEDO)

Article 15 (Determination of Expense Amount to Be Paid by NEDO)

1. If as a result of the inspection provided for in Paragraph 1 of the preceding

1. If as a result of the inspection provided for in Paragraph 1 of the preceding

Article (including the report from the Representative Party under ParagraphArticle (including the report from the Representative Party under Paragraph

4 of Article 4), NEDO determines after completion of the Contract Work or

4 of Article 4), NEDO determines that all expenses necessary for performing

expiration of the Contract Period that all expenses necessary for performing

the Contract Work conform to the contents of this Contract, NEDO shallthe Contract Work conform to the contents of this Contract, NEDO shalldetermine the amount which is the lesser of the amount of expenses

determine the amount which is the lesser of the amount of expenses

necessary for performing the Contract Work or the Contract Amount as thenecessary for performing the Contract Work or the Contract Amount as theamount to be paid by NEDO and notify the Entrustee of such determination.

amount to be paid by NEDO and notify the Entrustee of such determination.
2. The determination mentioned in the preceding paragraph shall be made in

2. The determination mentioned in the preceding paragraph shall be made inaccordance with the Calculation Criteria for Contract Work Expenses.

accordance with the Calculation Criteria for Contract Work Expenses.

Article 16 (Invoice and Payment of Determined Amount)

Article 16 (Invoice and Payment of Determined Amount)

1. Upon receipt of the notification provided for in Paragraph 1 of the preceding

1. Upon receipt of the notification provided for in Paragraph 1 of the preceding

Article, the Entrustee shall request payment from NEDO of the amount

Article, the Entrustee shall request payment from NEDO of the amountdetermined under the provisions of Paragraph 1 of the preceding Article (thedetermined under the provisions of Paragraph 1 of the preceding Article (the"Determined Amount") by submitting an Invoice for Payment (Form No. 4-1).

"Determined Amount") by submitting an Invoice for Payment (Form No. 4-1).

Notwithstanding the foregoing, if Estimated Payment has already been madeNotwithstanding the foregoing, if Estimated Payment has already been madeunder the provisions of Article 12, the Entrustee shall request payment of theunder the provisions of Article 12, the Entrustee shall request payment of theamount obtained by deducting the amount of Estimated Payment from theamount obtained by deducting the amount of Estimated Payment from theStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Determined Amount.
2. NEDO shall pay the invoice amount to the Entrustee within 30 days (theDetermined Amount.
2. NEDO shall pay the invoice amount to the Entrustee within 30 days (the"Agreed Period") after receipt of the Invoice for Payment under the provisions"Agreed Period") after receipt of the Invoice for Payment under the provisionsof the preceding paragraph.

of the preceding paragraph.

3. Notwithstanding the provisions of the preceding paragraph, if NEDO receives

3. Notwithstanding the provisions of the preceding paragraph, if NEDO receives

an Invoice for Payment from the Entrustee and finds that all or part of it isan Invoice for Payment from the Entrustee and finds that all or part of it isincorrect, NEDO may return the invoice to the Entrustee with an explanation

incorrect, NEDO may return the invoice to the Entrustee with an explanationof the reason(s) for returning the invoice. In this case, the number of daysof the reason(s) for returning the invoice. In this case, the number of days

from the date of the return of the invoice to the date when NEDO receives afrom the date of the return of the invoice to the date when NEDO receives acorrected Invoice for Payment shall not be included in the Agreed Period.

corrected Invoice for Payment shall not be included in the Agreed Period.

Article 17 (Offset)

Article 17 (Offset)

In case the Entrustee has a monetary obligation to NEDO, NEDO may offset

In case the Entrustee has a monetary obligation to NEDO, NEDO may offset

the amount payable to the Entrustee under this Contract by the amount of

the amount payable to the Entrustee under this Contract by the amount of

the Entrustee’s monetary obligation to NEDO.

the Entrustee’s monetary obligation to NEDO.

Article 18 (Overdue Interest)

Article 18 (Overdue Interest)

In case NEDO fails to pay the Determined Amount to the Entrustee within the

In case NEDO fails to pay the Determined Amount to the Entrustee within theAgreed Period, it shall pay to the Entrustee overdue interest on the unpaid

Agreed Period, it shall pay to the Entrustee overdue interest on the unpaid

amount calculated at the legal interest rate stipulated in Article 404 of theamount at 5 percent per annum for the period from the day following the date

Civil Code for the period from the day following the date of expiration of theof expiration of the Agreed Period to the date on which payment procedures

Agreed Period to the date on which payment procedures are taken at theare taken at the bank of NEDO. However, if NEDO fails to pay thebank of NEDO. However, if NEDO fails to pay the Determined Amount

Determined Amount within the Agreed Period due to a natural disaster orwithin the Agreed Period due to a natural disaster or other cause notother cause not attributable to the fault of NEDO, the duration of such a

attributable to the fault of NEDO, the duration of such a cause shall not because shall not be included in the number of days to be used for calculation ofincluded in the number of days to be used for calculation of overdue interest.

overdue interest.

Article 19 (Refund of Overpayments)

Article 19 (Refund of Overpayments)

1. The Entrustee shall, upon a request by NEDO, refund an overpaid amount of

The Entrustee shall, upon a request by NEDO, refund an overpaid amount ofStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

expenses necessary for performing the Contract Work that have already been

expenses necessary for performing the Contract Work that have already been

paid in the form of Estimated Payment (the "Overpayment of Estimatedpaid in the form of Estimated Payment (the "Overpayment of EstimatedPayment" or " Overpayment") to NEDO if any of the following items apply:

Payment" or " Overpayment") to NEDO if any of the following items apply:(i) If the amount of Estimated Payment exceeds the Determined Amount set(i) If the amount of Estimated Payment exceeds the Determined Amount set

forth in Paragraph 1 of Article 15.

forth in Paragraph 1 of Article 15.

(ii) If the amount of Estimated Payment exceeds the amount to be paid by(ii) If the amount of Estimated Payment exceeds the amount to be paid by

NEDO under the provisions of Paragraph 1 of Article 40.

NEDO under the provisions of Paragraph 1 of Article 40.

(iii) If the amount of Estimated Payment exceeds the amount to be paid by(iii) If the amount of Estimated Payment exceeds the amount to be paid by

NEDO after deducting all or part of an obligation to be paid by NEDO under

NEDO after deducting all or part of an obligation to be paid by NEDO under

the provisions of Paragraph 2, Article 40.

the provisions of Paragraph 2, Article 40.

(iv) Any other Overpayment of Estimated Payment.

(iv) Any other Overpayment of Estimated Payment.

2. If as a result of the inspection under Paragraph 2 Item 2 of Article 14 an

2. If as a result of the inspection under Paragraph 2 Item 2 of Article 14 an

overpaid amount of the expenses necessary for performing the Contract Workoverpaid amount of the expenses necessary for performing the Contract Workthat has already been paid under the provisions of Paragraph 2, Article 16that has already been paid under the provisions of Paragraph 2, Article 16(the "Overpayment of Determined Amount" or “Overpayment”) is detected,(the "Overpayment of Determined Amount" or “Overpayment”) is detected,

the Entrustee shall upon the request of NEDO refund the Overpayment of

the Entrustee shall upon the request of NEDO refund the Overpayment of

Determined Amount to NEDO.

Determined Amount to NEDO.

3. If the Entrustee fails to refund the Overpayment provided for in the

3. If the Entrustee fails to refund the Overpayment provided for in thepreceding two paragraphs no later than the due date specified by NEDO, it

preceding two paragraphs no later than the due date specified by NEDO, it

shall refund the Overpayment while adding a late charge on the unrefundedshall refund the Overpayment while adding a late charge on the unrefundedamount calculated at the legal interest rate stipulated in Article 404 of theamount at 5 percent per annum for the period from the day following the

Civil Code for the period from the day following the specified due date to thespecified due date to the date of refund. However, this shall not apply todate of refund. However, this shall not apply to projects financed by aprojects financed by a national grant.

national grant.
Chapter IV. Management, Etc. of Acquired Property

Chapter IV. Management, Etc. of Acquired Property

Article 20 (Management, Etc. of Acquired Property)

Article 20 (Management, Etc. of Acquired Property)

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

1. Ownership of buildings, structures, machinery, vehicles, tools, instruments,

1. Ownership of buildings, structures, machinery, vehicles, tools, instruments,and furniture (the "Acquired Property") purchased or manufactured by theand furniture (the "Acquired Property") purchased or manufactured by the

Entrustee to perform the Contract Work having an acquisition cost of 500,000

Entrustee to perform the Contract Work having an acquisition cost of 500,000

yen or more and an estimated useful life of one year or longer shall be vested

yen or more and an estimated useful life of one year or longer shall be vested

in NEDO upon an acceptance inspection or a completion inspection by the

in NEDO upon an acceptance inspection or a completion inspection by the

Entrustee. At the same time, NEDO shall allow the Entrustee to use theEntrustee. At the same time, NEDO shall allow the Entrustee to use theAcquired Property having ownership which is vested in NEDO.

Acquired Property having ownership which is vested in NEDO.

2. Ownership of Acquired Property having an acquisition cost of less than

2. Ownership of Acquired Property having an acquisition cost of less than

500,000 yen and an estimated useful life of less than one year shall be vested

500,000 yen and an estimated useful life of less than one year shall be vested

in the Entrustee upon an acceptance inspection or a completion inspection byin the Entrustee upon an acceptance inspection or a completion inspection by

the Entrustee.

the Entrustee.

3. The Entrustee shall manage the Acquired Property with the due care of a

3. The Entrustee shall manage the Acquired Property with the due care of agood manager, and Acquired Property having ownership vested in NEDO as

good manager, and Acquired Property having ownership vested in NEDO as

provided in Paragraph 1 shall be managed by the Entrustee from the date ofprovided in Paragraph 1 shall be managed by the Entrustee from the date ofan acceptance inspection or a completion inspection by the Entrustee until

an acceptance inspection or a completion inspection by the Entrustee until

the date on which the Entrustee delivers the Acquired Property to a party

the date on which the Entrustee delivers the Acquired Property to a party

designated by NEDO based on the instruction of NEDO.

designated by NEDO based on the instruction of NEDO.

4. The Entrustee shall separately control the Acquired Property by attaching an

4. The Entrustee shall separately control the Acquired Property by attaching an

identification label to distinguish the Acquired Property from other assets.

identification label to distinguish the Acquired Property from other assets.

5. The Entrustee shall not use the Acquired Property for any purpose otherthan the Contract Work unless approved by NEDO.

5. The Entrustee shall not use the Acquired Property for any purpose other thanthe Contract Work unless approved by NEDO.

6. The Entrustee shall be responsible for expenses required for the management

6. The Entrustee shall be responsible for expenses required for the managementof Acquired Property which are not included in the expenses recognized byof Acquired Property which are not included in the expenses recognized by

NEDO as expenses necessary for performing the Contract Work or which are

NEDO as expenses necessary for performing the Contract Work or which are

incurred on or after the date of expiry or, if this Contract is terminated,

incurred on or after the date of expiry or, if this Contract is terminated,

termination.

termination.

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

7. The Entrustee shall report on the Acquired Property belonging to NEDO as

7. The Entrustee shall report on the Acquired Property belonging to NEDO as

provided in Paragraph 1 to NEDO in the specified manner and prior to theprovided in Paragraph 1 to NEDO in the specified manner and prior to thedate that is separately specified by NEDO. In addition, the Entrustee shalldate that is separately specified by NEDO. In addition, the Entrustee shallreport to NEDO in advance to make any change to the site of the reported

report to NEDO in advance to make any change to the site of the reported

Acquired Property.

Acquired Property.

8. The provisions of Paragraphs 3 to 7 shall apply mutatis mutandis to the8. The provisions of Paragraphs 3 to 7 shall apply mutatis mutandis to the

management of property owned or leased by NEDO from a third party which

management of property owned or leased by NEDO from a third party whichis installed and used at the site of performance by the Entrustee for theis installed and used at the site of performance by the Entrustee for the

purpose of performance of the Contract Work.

purpose of performance of the Contract Work.

9. The Entrustee shall promptly notify NEDO if any byproducts having value,

9. The Entrustee shall promptly notify NEDO if any byproducts having value,such as electricity, hot or cold energy, liquid oil, or chemical products

such as electricity, hot or cold energy, liquid oil, or chemical products("Byproducts"), are anticipated to be generated as a result of the performance("Byproducts"), are anticipated to be generated as a result of the performanceof the Contract Work.

of the Contract Work.

10. When notified as set forth in the preceding paragraph, NEDO shall provide

10. When notified as set forth in the preceding paragraph, NEDO shall provide

the Entrustee with instructions as to the methods of disposal of thethe Entrustee with instructions as to the methods of disposal of the

Byproducts.

Byproducts.

11. The Entrustee shall promptly report to NEDO if it disposes of any
Byproducts as provided in the preceding paragraph.

11. The Entrustee shall promptly report to NEDO if it disposes of any
Byproducts as provided in the preceding paragraph.

Article 20-2 (Assignment of Acquired Property)

Article 20-2 (Assignment of Acquired Property)

1. NEDO agrees to sell to the Entrustee and the Entrustee agrees to purchase

1. NEDO agrees to sell to the Entrustee and the Entrustee agrees to purchasefrom NEDO Acquired Property belonging to NEDO under the provisions offrom NEDO Acquired Property belonging to NEDO under the provisions ofParagraph 1 of Article 20 and other assets owned by NEDO that NEDO

Paragraph 1 of Article 20 and other assets owned by NEDO that NEDO

permits the Entrustee to use for the Contract Work (which shall bepermits the Entrustee to use for the Contract Work (which shall becollectively referred to as "Acquired Property" for the purpose of this Article)

collectively referred to as "Acquired Property" for the purpose of this Article)

for the assignment price provided by NEDO after completion of the Contract

for the assignment price provided by NEDO after completion of the Contract

Work or the expiration of the Contract Period (or after completion of theWork or the expiration of the Contract Period (or after completion of theStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

contract work or expiration of the contract period under a continued contract

contract work or expiration of the contract period under a continued contract

if such a contract is concluded upon a request for continuance as set forth inif such a contract is concluded upon a request for continuance as set forth in

Article 9; the same shall apply hereinafter).

Article 9; the same shall apply hereinafter).

2. In case the Entrustee purchases Acquired Property under the preceding

2. In case the Entrustee purchases Acquired Property under the preceding

paragraph, if the Entrustee uses the Acquired Property in connection with theparagraph, if the Entrustee uses the Acquired Property in connection with theContract Work NEDO shall allow the Entrustee to use the Acquired Property

Contract Work NEDO shall allow the Entrustee to use the Acquired Property

after completion of the Contract Work or the expiration of the Contract

after completion of the Contract Work or the expiration of the Contract

Period. However, this shall not apply if NEDO instructs the Entrustee to

Period. However, this shall not apply if NEDO instructs the Entrustee tosuspend its use of the Acquired Property.

suspend its use of the Acquired Property.

3. The assignment price to be provided by NEDO shall be the amount calculated

3. The assignment price to be provided by NEDO shall be the amount calculatedusing the calculation method set forth in the following paragraph as of theusing the calculation method set forth in the following paragraph as of thedate of completion of the Contract Work or expiration of the Contract Period

date of completion of the Contract Work or expiration of the Contract Period(or, if a contract is concluded upon a request for continuance as set forth in(or, if a contract is concluded upon a request for continuance as set forth in

Article 9, the date of completion of the contract work or expiration of the

Article 9, the date of completion of the contract work or expiration of thecontract period under the continued contract; hereinafter referred to as thecontract period under the continued contract; hereinafter referred to as the"Business End Date"). However, if the contract is terminated under the"Business End Date"). However, if the contract is terminated under theprovisions of Article 37, 38, or 39, the Business End Date shall be replaced

provisions of Article 37, 38, or 39, the Business End Date shall be replacedwith the date of termination.

with the date of termination.

4. The assignment price shall be the amount obtained by deducting (a) the

4. The assignment price shall be the amount obtained by deducting (a) the

Annual Amortization Amount multiplied by the number of elapsed years in

Annual Amortization Amount multiplied by the number of elapsed years in

the period from the date of acquisition to the Business End Date (thethe period from the date of acquisition to the Business End Date (the"Calculation Period"), and (b) the Annual Amortization Amount multiplied by"Calculation Period"), and (b) the Annual Amortization Amount multiplied by

the number of months included in the Calculation Period that do not add up

the number of months included in the Calculation Period that do not add up

to twelve months (a fraction of less than a month shall be counted as ato twelve months (a fraction of less than a month shall be counted as a month;

month; hereinafter referred to as the "Number of Fractional Months") divided

hereinafter referred to as the "Number of Fractional Months") divided by 12

by 12 (rounded to the nearest integer), from the acquisition price. For the(rounded to the nearest integer), from the acquisition price. For the purpose

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

purpose of this Contract, the "Annual Amortization Amount" shall refer to theof this Contract, the "Annual Amortization Amount" shall refer to the amountamount obtained by multiplying 0.9 by the acquisition price, multiplied byobtained by multiplying 0.9 by the acquisition price, multiplied by the value

the value obtained by dividing one (‘1’) by the number of years of statutory

obtained by dividing one (‘1’) by the number of years of statutory useful life

useful life (rounded up to the third decimal place; or rounded down to the(rounded up to the third decimal place; or rounded down to the third decimal

third decimal place in the case of Acquired Property acquired not later thanplace in the case of Acquired Property acquired not later than March 31,

March 31, 2007). However, the assignment price shall not be less than the2007). However, the assignment price shall not be less than the amountamount obtained by multiplying the acquisition price by 0.05.

obtained by multiplying the acquisition price by 0.05.

[Calculation Formula][Calculation Formula]

Assignment price = Acquisition price − (Annual Amortization Amount ×

Assignment price = Acquisition price − (Annual Amortization Amount ×

Number of elapsed years + Annual Amortization Amount × Number of

Number of elapsed years + Annual Amortization Amount × Number ofFractional Months ÷ 12)

Fractional Months ÷ 12)≧ Acquisition price × 5 ÷100
5. In connection with the purchase of Acquired Property, the Entrustee shall≧ Acquisition price × 5 ÷100
5. In connection with the purchase of Acquired Property, the Entrustee shallsubmit a confirmation concerning disposition of the Acquired Property using

submit a confirmation concerning disposition of the Acquired Property using

Form No. 21 (the "Confirmation Form") not later than the deadline

Form No. 21 (the "Confirmation Form") not later than the deadline

designated by NEDO. In case any item of Acquired Property is unsuitable fordesignated by NEDO. In case any item of Acquired Property is unsuitable forassignment with payment, the Entrustee may submit the Confirmation Form

assignment with payment, the Entrustee may submit the Confirmation Form

specifying the method of disposal of such an item and the reasons thereof.

specifying the method of disposal of such an item and the reasons thereof.

6. In case NEDO determines that there is a justifiable reason for any party

6. In case NEDO determines that there is a justifiable reason for any party

other than the Entrustee (the "Purchaser Candidate") to purchase Acquired

other than the Entrustee (the "Purchaser Candidate") to purchase Acquired

Property, the Entrustee shall notify NEDO by attaching documents to theProperty, the Entrustee shall notify NEDO by attaching documents to the

Confirmation Form that specify the following items of information:

Confirmation Form that specify the following items of information:(i) The name and address of the Purchaser Candidate.

(i) The name and address of the Purchaser Candidate.

(ii) A breakdown of the Acquired Property that the Purchaser Candidate(ii) A breakdown of the Acquired Property that the Purchaser Candidate

desires to purchase.
(iii) The reason(s) why it is appropriate to assign the Acquired Property to thedesires to purchase.
(iii) The reason(s) why it is appropriate to assign the Acquired Property to theStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Purchaser Candidate (including an outline of the business of the Purchaser

Purchaser Candidate (including an outline of the business of the Purchaser

Candidate, its relation to the Contract Work, and its plan for utilizing the

Candidate, its relation to the Contract Work, and its plan for utilizing theAcquired Property).

Acquired Property).

(iv) An agreement of the Purchaser Candidate for purchase of the Acquired(iv) An agreement of the Purchaser Candidate for purchase of the Acquired

Property at the assignment price (a written statement with the name andProperty at the assignment price (a written statement with the name andseal of the Purchaser Candidate must be attached).

seal of the Purchaser Candidate must be attached).

7. In case NEDO finds the contents of the Confirmation Form under Paragraph

7. In case NEDO finds the contents of the Confirmation Form under Paragraph

5 to be appropriate, NEDO shall be entitled to charge the Entrustee the

5 to be appropriate, NEDO shall be entitled to charge the Entrustee theassignment price calculated under Paragraph 4 for the Acquired Property,

assignment price calculated under Paragraph 4 for the Acquired Property,

excluding items of Acquired Property which NEDO will use or dispose of,

excluding items of Acquired Property which NEDO will use or dispose of,which is deemed appropriate to be assigned to a specific juridical person

which is deemed appropriate to be assigned to a specific juridical person

separately designated by NEDO, or which is deemed appropriate to be

separately designated by NEDO, or which is deemed appropriate to be

assigned to the Purchaser Candidate set forth in Paragraph 6, by specifying

assigned to the Purchaser Candidate set forth in Paragraph 6, by specifying

the due date for payment. Furthermore, in case the Entrustee fails to submit

the due date for payment. Furthermore, in case the Entrustee fails to submit

the Confirmation Form no later than the specified deadline, the Entrustee

the Confirmation Form no later than the specified deadline, the Entrustee

shall purchase all of the Acquired Property and pay the assignment priceshall purchase all of the Acquired Property and pay the assignment pricethereof. However, this shall not apply if NEDO determines that the Entrustee

thereof. However, this shall not apply if NEDO determines that the Entrustee

has justifiable cause for its failure to submit the Confirmation Form no laterhas justifiable cause for its failure to submit the Confirmation Form no later

than the specified deadline.

than the specified deadline.

8. When the Entrustee is charged the assignment price set forth in the

8. When the Entrustee is charged the assignment price set forth in thepreceding paragraph, the Entrustee shall pay the charged amount by

preceding paragraph, the Entrustee shall pay the charged amount bytransferring the funds to the bank account specified by NEDO prior to thetransferring the funds to the bank account specified by NEDO prior to thedeadline specified by NEDO. The Entrustee shall be responsible for thedeadline specified by NEDO. The Entrustee shall be responsible for theremittance fee and other bank transfer costs.

remittance fee and other bank transfer costs.

9. In case the Entrustee fails to pay the charged amount not later than the due

9. In case the Entrustee fails to pay the charged amount not later than the due

date set forth in Paragraph 7, NEDO may charge a late fee on the unpaid

date set forth in Paragraph 7, NEDO may charge a late fee on the unpaid

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

amount calculated at the legal interest rate stipulated in Article 404 of theamount at 5 percent per annum for the period from the date following the due

Civil Code for the period from the date following the due date until the date

date until the date when payment is made.

when payment is made.
10. Ownership of Acquired Property shall be transferred from NEDO to the

10. Ownership of Acquired Property shall be transferred from NEDO to the

Entrustee upon payment by the Entrustee of the amount charged by NEDO

Entrustee upon payment by the Entrustee of the amount charged by NEDO

under Paragraph 7.

under Paragraph 7.

11. After the transfer of ownership, the Entrustee shall receive the Acquired

11. After the transfer of ownership, the Entrustee shall receive the Acquired

Property attended by NEDO or an individual designated by NEDO.

Property attended by NEDO or an individual designated by NEDO.

Notwithstanding the foregoing, such attendance may be omitted with the

Notwithstanding the foregoing, such attendance may be omitted with theapproval of NEDO.

approval of NEDO.

12. In case the Entrustee breaches any of the obligations set forth in this Article

12. In case the Entrustee breaches any of the obligations set forth in this Article

or is deemed unable to perform its obligations prior to the due date due to its

or is deemed unable to perform its obligations prior to the due date due to its

own fault, NEDO may cancel assignment of the Acquired Property to the

own fault, NEDO may cancel assignment of the Acquired Property to the

Entrustee and at its option dispose of the Acquired Property or assign it to a

Entrustee and at its option dispose of the Acquired Property or assign it to athird party ("Optional Disposal by NEDO"). In this case, the Entrustee shallthird party ("Optional Disposal by NEDO"). In this case, the Entrustee shallnot object to Optional Disposal by NEDO and shall provide any necessary

not object to Optional Disposal by NEDO and shall provide any necessary

cooperation for Optional Disposal by NEDO, including delivery of thecooperation for Optional Disposal by NEDO, including delivery of theAcquired Property. The Entrustee shall be responsible for all expenses

Acquired Property. The Entrustee shall be responsible for all expenses

required for Optional Disposal by NEDO.

required for Optional Disposal by NEDO.

13. In case the Entrustee fails to complete receipt of Acquired Property within a

13. In case the Entrustee fails to complete receipt of Acquired Property within aperiod specified by NEDO for reasons other than a natural disaster or otherperiod specified by NEDO for reasons other than a natural disaster or otherforce majeure events or where assignment of Acquired Property is canceled

force majeure events or where assignment of Acquired Property is canceledunder the preceding paragraph, NEDO may charge a penalty equivalent to 10

under the preceding paragraph, NEDO may charge a penalty equivalent to 10

percent of the assignment price for the Acquired Property that has not been

percent of the assignment price for the Acquired Property that has not been

received.

received.

14. NEDO may claim damages from the Entrustee in addition to the collection

14. NEDO may claim damages from the Entrustee in addition to the collection

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)of the penalty and cancellation of assignment of the Acquired Property.

of the penalty and cancellation of assignment of the Acquired Property.

However, NEDO may claim damages for a period of only one year after the

However, NEDO may claim damages for a period of only one year after thedeadline of receipt of the Acquired Property.

deadline of receipt of the Acquired Property.

Article 20-3 (Replacement of Terms for Research and Development Partnership)

Article 20-3 (Replacement of Terms for Research and Development Partnership)

In case the Entrustee is a research and development partnership (aIn case the Entrustee is a research and development partnership (a“Partnership") under the Act on Research and Development Partnership (Act“Partnership") under the Act on Research and Development Partnership (ActNo. 81 of 1961) and members of the Partnership use the Acquired Property set

No. 81 of 1961) and members of the Partnership use the Acquired Property set

forth in Paragraph 1 of the preceding Article for the Contract Work, theforth in Paragraph 1 of the preceding Article for the Contract Work, theprovisions of all the paragraphs of the preceding Article shall apply by replacing

provisions of all the paragraphs of the preceding Article shall apply by replacing

the term "the Entrustee" with the term "the members of the Partnership."the term "the Entrustee" with the term "the members of the Partnership."

Article 20-4 (Demolition and Removal of Acquired Property)

Article 20-4 (Demolition and Removal of Acquired Property)

The Entrustee may implement demolition or removal (as set forth in the

The Entrustee may implement demolition or removal (as set forth in the

Execution Plan) of the Acquired Property set forth in Paragraph 1 of Article

Execution Plan) of the Acquired Property set forth in Paragraph 1 of Article

20-2 in accordance with provisions separately established.

20-2 in accordance with provisions separately established.

Article 21 (Reparation for Acquired Property, Etc.)

Article 21 (Reparation for Acquired Property, Etc.)

In case the Entrustee loses or damages Acquired Property or any assets loaned

In case the Entrustee loses or damages Acquired Property or any assets loaned

by NEDO, the Entrustee shall restore the Acquired Property or assets loaned

by NEDO, the Entrustee shall restore the Acquired Property or assets loaned

by NEDO to its original condition through repair, replacement andby NEDO to its original condition through repair, replacement andmanufacture of components ("Restoration Work, Etc."). Notwithstanding the

manufacture of components ("Restoration Work, Etc."). Notwithstanding theforegoing, the Entrustee shall follow special instructions, if any, given byforegoing, the Entrustee shall follow special instructions, if any, given by

NEDO.

NEDO.

Article 22 (Insurance for Acquired Property)

Article 22 (Insurance for Acquired Property)

1. NEDO shall take out insurance on Acquired Property belonging to NEDO as

1. NEDO shall take out insurance on Acquired Property belonging to NEDO as

set forth in Paragraph 1 of Article 20 if such insurance is deemed necessary

set forth in Paragraph 1 of Article 20 if such insurance is deemed necessary

for smooth performance of the Contract Work. Notwithstanding the foregoing,

for smooth performance of the Contract Work. Notwithstanding the foregoing,

if it is deemed appropriate for the Entrustee to take out insurance, theif it is deemed appropriate for the Entrustee to take out insurance, theStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Entrustee may do so with the approval of NEDO.

Entrustee may do so with the approval of NEDO.

2. In case of any accident covered by an insurance policy involving the Acquired

2. In case of any accident covered by an insurance policy involving the Acquired

Property for which the insurance is maintained under the provisions of theProperty for which the insurance is maintained under the provisions of thepreceding paragraph, the Entrustee shall promptly take the measures

preceding paragraph, the Entrustee shall promptly take the measures

specified in the following items and perform Restoration Work, Etc., for the

specified in the following items and perform Restoration Work, Etc., for theAcquired Property on its own or through a contract with a third party after

Acquired Property on its own or through a contract with a third party after

obtaining acknowledgment from NEDO:

obtaining acknowledgment from NEDO:(i) Measures such as preservation of evidence, photographic recording, and(i) Measures such as preservation of evidence, photographic recording, andprevention of subsequent damage.

prevention of subsequent damage.

(ii) Reporting on the status relating to occurrence of the accident to NEDO (in(ii) Reporting on the status relating to occurrence of the accident to NEDO (inprinciple, within seven days after the date of detection of the accident).

principle, within seven days after the date of detection of the accident).

(iii) Measures such as changing the Execution Plan under the provisions of(iii) Measures such as changing the Execution Plan under the provisions ofArticle 11.

Article 11.

3. When Restoration Work, Etc. is completed, the Entrustee shall submit an

3. When Restoration Work, Etc. is completed, the Entrustee shall submit an

Accident and Restoration Completion Report (Form No. 8) accompanied by a

Accident and Restoration Completion Report (Form No. 8) accompanied by astatement of the breakdown of expenses required for Restoration Work, Etc.

statement of the breakdown of expenses required for Restoration Work, Etc.

to NEDO.

to NEDO.

4. Upon receipt of the Accident and Restoration Completion Report provided for

4. Upon receipt of the Accident and Restoration Completion Report provided forin the preceding paragraph, NEDO shall confirm completion of thein the preceding paragraph, NEDO shall confirm completion of the

Restoration Work, Etc. and take measures for payment of insurance proceeds

Restoration Work, Etc. and take measures for payment of insurance proceeds

under the insurance policy to cover the expenses required for the Restoration

under the insurance policy to cover the expenses required for the Restoration

Work, Etc.

Work, Etc.

5. The Entrustee shall retain documents recording the expenses required for

5. The Entrustee shall retain documents recording the expenses required for

Restoration Work, Etc., the amount of insurance proceeds received, and otherRestoration Work, Etc., the amount of insurance proceeds received, and othermatters designated by NEDO for five years from the day following the last

matters designated by NEDO for five years from the day following the last

day of the fiscal year in which insurance proceeds are paid. However, if

day of the fiscal year in which insurance proceeds are paid. However, if

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

NEDO requests a revenue and expenditure report on the Restoration Work,NEDO requests a revenue and expenditure report on the Restoration Work,the Entrustee shall promptly submit a Revenue and Expenditure Report on

the Entrustee shall promptly submit a Revenue and Expenditure Report on

Restoration Work (Form No. 9) to NEDO.

Restoration Work (Form No. 9) to NEDO.

6. In case insurance policy proceeds are insufficient for completion of the

6. In case insurance policy proceeds are insufficient for completion of the

Restoration Work, Etc., the Restoration Work, Etc. may take such a long

Restoration Work, Etc., the Restoration Work, Etc. may take such a long

period of time that it will be difficult to perform, or there is another special

period of time that it will be difficult to perform, or there is another special

situation, both parties shall hold discussions and determine how to perform

situation, both parties shall hold discussions and determine how to performthe Restoration Work, Etc.

the Restoration Work, Etc.

Chapter V. Handling of Technical Results and Intellectual Property Rights

Chapter V. Handling of Technical Results and Intellectual Property Rights

Section 1 Definitions

Section 1 Definitions

Article 23 (Definition of Terms)

Article 23 (Definition of Terms)

For the purpose of this chapter, the following terms shall be defined as follows:

For the purpose of this chapter, the following terms shall be defined as follows:(i) "Industrial Property Rights" shall refer to patent rights, utility model(i) "Industrial Property Rights" shall refer to patent rights, utility modelrights, design rights, layout-design exploitation rights, and breeder's

rights, design rights, layout-design exploitation rights, and breeder's

rights.

rights.

(ii) "Copyrights" shall refer to all of the rights stipulated in Articles 21 to 28(ii) "Copyrights" shall refer to all of the rights stipulated in Articles 21 to 28

of the Copyright Act (Act No. 48 of 1970), and rights equivalent thereto inof the Copyright Act (Act No. 48 of 1970), and rights equivalent thereto inforeign countries.

foreign countries.

(iii) "Industrial Property Rights, Etc." shall refer to the right to obtain(iii) "Industrial Property Rights, Etc." shall refer to the right to obtain

Industrial Property Rights, Industrial Property Rights, and Copyrights.

Industrial Property Rights, Industrial Property Rights, and Copyrights.

(iv) "Intellectual Property Rights" shall refer to Industrial Property Rights,(iv) "Intellectual Property Rights" shall refer to Industrial Property Rights,

Etc. and Know-How as set forth in Paragraph 2 of Article 29.
(v) "Inventions, Etc." shall include:

Etc. and Know-How as set forth in Paragraph 2 of Article 29.
(v) "Inventions, Etc." shall include:(a) Inventions defined in Article 2 of the Patent Act (Act No. 121 of 1959).

(a) Inventions defined in Article 2 of the Patent Act (Act No. 121 of 1959).

(b) Devices defined in Article 2 of the Utility Model Act (Act No. 123 of(b) Devices defined in Article 2 of the Utility Model Act (Act No. 123 of

1959).

1959).

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)(c) Creation of designs defined in Article 2 of the Design Act (Act No. 125 of(c) Creation of designs defined in Article 2 of the Design Act (Act No. 125 of

1959).

1959).

(d) Creation of layout-designs defined in Article 2 of the Act on the Circuit(d) Creation of layout-designs defined in Article 2 of the Act on the Circuit

Layout of Semiconductor Integrated Circuits (Act No. 43 of 1985).

Layout of Semiconductor Integrated Circuits (Act No. 43 of 1985).

(e) Breeding of varieties of plants defined in Article 2 of the Plant Variety(e) Breeding of varieties of plants defined in Article 2 of the Plant Variety

Protection and Seed Act (Act No. 83 of 1998).

Protection and Seed Act (Act No. 83 of 1998).

(f) Creation of works.

(f) Creation of works.

(g) To devise Know-How as set forth in Paragraph 2 of Article 29.

(g) To devise Know-How as set forth in Paragraph 2 of Article 29.

Section 2 Handling of Technical Results

Section 2 Handling of Technical Results

Article 24 (Submission of Technical Results Report and Interim Annual Report)

Article 24 (Submission of Technical Results Report and Interim Annual Report)

1. The Entrustee shall submit a Notification of Contract Work Technical Results

1. The Entrustee shall submit a Notification of Contract Work Technical Results

Report (Form No. 10) as well as an electronic file of the Contract Work

Report (Form No. 10) as well as an electronic file of the Contract Work

Technical Results Report and a summary thereof (the "Technical Results

Technical Results Report and a summary thereof (the "Technical Results

Report") to NEDO within sixty days after the day following the date ofReport") to NEDO within sixty days after the day following the date ofcompletion of the Contract Work.

completion of the Contract Work.

2. In case this Contract has a Contract Period that exceeds a fiscal year, the

2. In case this Contract has a Contract Period that exceeds a fiscal year, theEntrustee shall submit to NEDO a Notification of Contract Work Interim

Entrustee shall submit to NEDO a Notification of Contract Work Interim

Annual Report (Form No. 11) as well as an electronic file of the Interim

Annual Report (Form No. 11) as well as an electronic file of the Interim

Annual Report as of the Fiscal Year-End Submission Date of the relevant

Annual Report as of the Fiscal Year-End Submission Date of the relevant

fiscal year not later than the Fiscal Year-End Submission Date. However, thisfiscal year not later than the Fiscal Year-End Submission Date. However, thisshall not apply if the Fiscal Year-End Submission Date falls on the expiration

shall not apply if the Fiscal Year-End Submission Date falls on the expiration

date of the Contract Period.

date of the Contract Period.

3. The Technical Results Report shall state details of the results obtained by the

3. The Technical Results Report shall state details of the results obtained by the

Entrustee through performance of the Contract Work, the status of

Entrustee through performance of the Contract Work, the status ofachievement in light of the objective(s) described in the Execution Plan,

achievement in light of the objective(s) described in the Execution Plan,

information concerning the disclosure of technical results, Inventions, Etc.

information concerning the disclosure of technical results, Inventions, Etc.

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)and other technical information in a properly organized manner. However,and other technical information in a properly organized manner. However,this shall not apply to Industrial Property Rights, Etc. which have not been

this shall not apply to Industrial Property Rights, Etc. which have not been

published or for which no application has been made, unpublished research

published or for which no application has been made, unpublished research

papers, and Know-How as set forth in Paragraph 2 of Article 29.

papers, and Know-How as set forth in Paragraph 2 of Article 29.

4. Upon the request of the Entrustee, publication of the Technical Results

4. Upon the request of the Entrustee, publication of the Technical Results

Report may be suspended for up to two years from the date of expiration ofReport may be suspended for up to two years from the date of expiration of

the Contract Period (or, if the contract is made upon a request for continuance

the Contract Period (or, if the contract is made upon a request for continuanceunder Article 9, the expiration date of the period agreed in the contract).

under Article 9, the expiration date of the period agreed in the contract).

5. In case NEDO acknowledges that it is technically difficult to provide a

5. In case NEDO acknowledges that it is technically difficult to provide aTechnical Results Report in the form of an electronic file, the Entrustee may

Technical Results Report in the form of an electronic file, the Entrustee may

submit a Technical Results Report that is printed and bound in a book format.

submit a Technical Results Report that is printed and bound in a book format.

In this case, the summary shall be submitted in the form of an electronic file.

In this case, the summary shall be submitted in the form of an electronic file.

6. In case multiple parties jointly apply for a public call for proposals and6. In case multiple parties jointly apply for a public call for proposals and

NEDO executes multiple entrustment contracts with multiple parties in

NEDO executes multiple entrustment contracts with multiple parties inconnection with a project that was the subject of the public call, when a joint

connection with a project that was the subject of the public call, when a joint

research contract concerning the project is executed among the multiple

research contract concerning the project is executed among the multiple

parties, one of the multiple parties may collect the results of the joint

parties, one of the multiple parties may collect the results of the joint

research and submit to NEDO an electronic file of the Technical Results

research and submit to NEDO an electronic file of the Technical Results

Report together with a Notification of Contract Work Technical Results

Report together with a Notification of Contract Work Technical Results

Report (Form No. 10) as provided in Paragraph 1. In this case, the provisions

Report (Form No. 10) as provided in Paragraph 1. In this case, the provisionsof Paragraph 1 shall not apply to the multiple parties, only to the one party.

of Paragraph 1 shall not apply to the multiple parties, only to the one party.

7. The provisions of the preceding paragraph shall apply mutatis mutandis to

7. The provisions of the preceding paragraph shall apply mutatis mutandis to

the Interim Annual Report provided for in Paragraph 2. In this case, the term

the Interim Annual Report provided for in Paragraph 2. In this case, the term

"Paragraph 1" shall be replaced with "Paragraph 2," the term "Notification of"Paragraph 1" shall be replaced with "Paragraph 2," the term "Notification ofContract Work Technical Results Report" in Form No. 10" shall be replaced

Contract Work Technical Results Report" in Form No. 10" shall be replacedwith "Notification of Contract Work Interim Annual Report in Form No.11,"

with "Notification of Contract Work Interim Annual Report in Form No.11,"

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

and the term "Technical Results Report shall be" replaced with the term

and the term "Technical Results Report shall be" replaced with the term

"Interim Annual Report.""Interim Annual Report."

8. If deemed necessary in connection with the Technical Results Report, NEDO

8. If deemed necessary in connection with the Technical Results Report, NEDO

may request that the Entrustee submit more detailed explanation documents.

may request that the Entrustee submit more detailed explanation documents.

Article 25 (Warranty of Copyrights, Etc.)

Article 25 (Warranty of Copyrights, Etc.)

1. The Entrustee shall warrant to NEDO that the Technical Results Report does

1. The Entrustee shall warrant to NEDO that the Technical Results Report does

not infringe upon the copyright or any other rights of a third party.
2. In case of a claim of infringement of copyright or any other rights from a

not infringe upon the copyright or any other rights of a third party.
2. In case of a claim of infringement of copyright or any other rights from athird party in connection with the Technical Results Report, the Entrustee

third party in connection with the Technical Results Report, the Entrustee

shall be responsible for responding to such a claim and pay all damages thatshall be responsible for responding to such a claim and pay all damages thatare payable.

are payable.

Article 26 (Announcement or Publication of Technical Results)

Article 26 (Announcement or Publication of Technical Results)

1. The Entrustee shall appropriately announce or publish technical results

1. The Entrustee shall appropriately announce or publish technical results

obtained through performance of the Contract Work ("Technical Results ofobtained through performance of the Contract Work ("Technical Results ofContract Work") except those relating to Industrial Property Rights, Etc.

Contract Work") except those relating to Industrial Property Rights, Etc.

which have not been published or for which no application has been made,which have not been published or for which no application has been made,unpublished research papers, and Know-How as set forth in Paragraph 2 of

unpublished research papers, and Know-How as set forth in Paragraph 2 ofArticle 29.

Article 29.

2. In case of an announcement or publication under the provisions of the

2. In case of an announcement or publication under the provisions of thepreceding paragraph, the Entrustee shall report to NEDO in advance. In thepreceding paragraph, the Entrustee shall report to NEDO in advance. In thecase of such an announcement or publication, the Entrustee shall clearlycase of such an announcement or publication, the Entrustee shall clearly

indicate that the subject of the announcement or publication was obtained asindicate that the subject of the announcement or publication was obtained asa result of the Contract Work of NEDO using the following example of aa result of the Contract Work of NEDO using the following example of astatement unless there is a special reason for not doing so.

statement unless there is a special reason for not doing so.

[Example of Statement in Case of Announcement or Publication][Example of Statement in Case of Announcement or Publication]"These results were obtained as a result of business entrusted by the"These results were obtained as a result of business entrusted by the National

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

National Research and Development Agency New Energy and Industrial

Research and Development Agency New Energy and Industrial Technology

Technology Development Organization (NEDO)."

Development Organization (NEDO)."

Article 27 (Utilization and Dissemination of Technical Results)

Article 27 (Utilization and Dissemination of Technical Results)

1. The Entrustee shall endeavor to utilize and disseminate technical results to

1. The Entrustee shall endeavor to utilize and disseminate technical results toachieve revitalization of the Japanese economy in the form of domestic

achieve revitalization of the Japanese economy in the form of domestic

production and employment, exports, domestic and overseas licensing

production and employment, exports, domestic and overseas licensing

revenues, ripple and induction effects for domestic production, and improved

revenues, ripple and induction effects for domestic production, and improved

convenience for the people of Japan.

convenience for the people of Japan.

2. In case the Entrustee intends to modify a plan for commercialization of

2. In case the Entrustee intends to modify a plan for commercialization oftechnical results submitted by the Entrustee to NEDO during the selection oftechnical results submitted by the Entrustee to NEDO during the selection of

an Entrustee by NEDO (or, if the Entrustee modifies and submits the plan to

an Entrustee by NEDO (or, if the Entrustee modifies and submits the plan to

NEDO after selection as an Entrustee, the modified plan; hereinafter referred

NEDO after selection as an Entrustee, the modified plan; hereinafter referred

to as the "Commercialization Plan"), and if any of the following items occur,

to as the "Commercialization Plan"), and if any of the following items occur,

the Entrustee shall promptly provide an explanation to that effect to NEDO:

the Entrustee shall promptly provide an explanation to that effect to NEDO:(i) If the Commercialization Plan is to be significantly modified.

(i) If the Commercialization Plan is to be significantly modified.

(ii) If the conditions are met that both parties designate through mutual(ii) If the conditions are met that both parties designate through mutual

consultation in advance as having an impact on the intent of the provisions ofconsultation in advance as having an impact on the intent of the provisions of

the preceding paragraph.

the preceding paragraph.

3. In the event of the preceding paragraph, if modification of the

3. In the event of the preceding paragraph, if modification of theCommercialization Plan may conflict with the provision of Paragraph 1,

Commercialization Plan may conflict with the provision of Paragraph 1,

NEDO may request that the Entrustee improve the contents of the

NEDO may request that the Entrustee improve the contents of themodification.

modification.

4. If the Entrustee intends to commercialize technical results or otherwise use

4. If the Entrustee intends to commercialize technical results or otherwise usethem to develop products, the Entrustee shall report this to NEDO. Whenthem to develop products, the Entrustee shall report this to NEDO. Whencommercialization of technical results is announced or published, thecommercialization of technical results is announced or published, theEntrustee shall clearly indicate that the commercialization is based on

Entrustee shall clearly indicate that the commercialization is based on

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Contract Work entrusted by NEDO, using the following example of aContract Work entrusted by NEDO, using the following example of astatement unless there is a special reason for not doing so. In this case, thestatement unless there is a special reason for not doing so. In this case, theEntrustee may use the logo mark of NEDO with the approval of NEDO.

Entrustee may use the logo mark of NEDO with the approval of NEDO.

[Example of Statement in Case of Announcement or Publication of[Example of Statement in Case of Announcement or Publication ofCommercialization]

Commercialization]"This will utilize (some of the) results obtained from business entrusted by"This will utilize (some of the) results obtained from business entrusted by

the National Research and Development Agency New Energy and Industrial

the National Research and Development Agency New Energy and Industrial

Technology Development Organization (NEDO)."

Technology Development Organization (NEDO)."

Section 3 Intellectual Property Rights

Section 3 Intellectual Property Rights

Article 28 (Establishment of Internal Rules Concerning Technical Results ofArticle 28 (Establishment of Internal Rules Concerning Technical Results ofContract Work)

Contract Work)Regarding the rights of officers and/or employees of the Entrustee ("Employees,

Regarding the rights of officers and/or employees of the Entrustee ("Employees,

Etc.") in and outside of Japan to obtain Industrial Property Rights andEtc.") in and outside of Japan to obtain Industrial Property Rights and

Copyrights relating to the Technical Results of the Contract Work, theCopyrights relating to the Technical Results of the Contract Work, theEntrustee shall execute an agreement with Employees, Etc. stipulating that

Entrustee shall execute an agreement with Employees, Etc. stipulating thatsuch rights shall be transferred from Employees, Etc. to the Entrustee

such rights shall be transferred from Employees, Etc. to the Entrustee

promptly after execution hereof, or establish an internal rule stipulating thepromptly after execution hereof, or establish an internal rule stipulating thesame. However, this shall not apply if the Entrustee has already executed ansame. However, this shall not apply if the Entrustee has already executed anagreement with Employees, Etc. stipulating that the right to obtainagreement with Employees, Etc. stipulating that the right to obtain

Industrial Property Rights and Copyrights shall be transferred from

Industrial Property Rights and Copyrights shall be transferred from

Employees, Etc. to the Entrustee or has established an internal rule

Employees, Etc. to the Entrustee or has established an internal rule

stipulating the same, and such an agreement or internal rule can be applied

stipulating the same, and such an agreement or internal rule can be applied

to the Contract Work.

to the Contract Work.

Article 28-2 (Prevention of Illegal Disclosure of Technical Results of Contract

Article 28-2 (Prevention of Illegal Disclosure of Technical Results of Contract

Work)

Work)

1. The Entrustee shall take necessary measures to prevent illegal disclosure of

1. The Entrustee shall take necessary measures to prevent illegal disclosure ofStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)Technical Results of the Contract Work to a third party, including execution ofTechnical Results of the Contract Work to a third party, including execution ofa confidentiality agreement with Employees, Etc. that stipulates an

a confidentiality agreement with Employees, Etc. that stipulates anarrangement after the retirement of Employees, Etc.

arrangement after the retirement of Employees, Etc.

2. In case of illegal disclosure of Technical Results of Contract Work to a third

2. In case of illegal disclosure of Technical Results of Contract Work to a third

party, the Entrustee shall report without delay to NEDO and takeparty, the Entrustee shall report without delay to NEDO and takeappropriate measures, including legal action, against anyone that engaged inappropriate measures, including legal action, against anyone that engaged in

misconduct.

misconduct.

Article 28-3 (Compliance with IP Management Basic Policies)

Article 28-3 (Compliance with IP Management Basic Policies)

In performing the Contract Work, the Entrustee shall comply with the basic

In performing the Contract Work, the Entrustee shall comply with the basic

policies concerning IP management given by NEDO at the time of the public

policies concerning IP management given by NEDO at the time of the public

call for proposals, taking into consideration the "Guidelines for Intellectual

call for proposals, taking into consideration the "Guidelines for Intellectual

Property Management in Government-Commissioned Research andProperty Management in Government-Commissioned Research andDevelopment (May 2015, Ministry of Economy, Trade and Industry). "Development (May 2015, Ministry of Economy, Trade and Industry). "Article 28-4 (Compliance with Basic Policies Concerning Data Management)

Article 28-4 (Compliance with Basic Policies Concerning Data Management)

In performing the Contract Work, the Entrustee shall comply with the basic

In performing the Contract Work, the Entrustee shall comply with the basic

policies concerning data management given by NEDO at the time of thepolicies concerning data management given by NEDO at the time of the

public call for proposals, taking into consideration the "Guidelines for Datapublic call for proposals, taking into consideration the "Guidelines for DataManagement in Government-Commissioned Research and Development

Management in Government-Commissioned Research and Development(December 2017, Ministry of Economy, Trade and Industry)."(December 2017, Ministry of Economy, Trade and Industry)."

Article 29 (Designation of Know-How)

Article 29 (Designation of Know-How)

1. Through consultation with the Entrustee, NEDO may designate technical

1. Through consultation with the Entrustee, NEDO may designate technicalinformation relating to the Technical Results of the Contract Work that is not

information relating to the Technical Results of the Contract Work that is not

subject to Industrial Property Rights, Etc. but is proprietary information that

subject to Industrial Property Rights, Etc. but is proprietary information thatcan be kept confidential, and will notify the Entrustee of such designation.

can be kept confidential, and will notify the Entrustee of such designation.

2. With regard to technical information designated by NEDO under theprovision of the preceding paragraph ("Know-How"), the Entrustee shall

2. With regard to technical information designated by NEDO under theprovision of the preceding paragraph ("Know-How"), the Entrustee shallStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)submit such information, as well as a Notification of Contract Work Technicalsubmit such information, as well as a Notification of Contract Work TechnicalResults Report (Form No.10) to NEDO in accordance with the instructions

Results Report (Form No.10) to NEDO in accordance with the instructions

provided by NEDO.

provided by NEDO.

3. When notifying the Entrustee as set forth in Paragraph 1, NEDO shall

3. When notifying the Entrustee as set forth in Paragraph 1, NEDO shallspecify the period of time during which Know-How should be kept

specify the period of time during which Know-How should be kept

confidential by NEDO and the Entrustee.

confidential by NEDO and the Entrustee.

4. The period for confidentiality under the preceding paragraph shall be

4. The period for confidentiality under the preceding paragraph shall be

determined through the mutual consultation of both parties but shall in

determined through the mutual consultation of both parties but shall in

principle be five years from the day following the last day of the current fiscal

principle be five years from the day following the last day of the current fiscal

year, except in the cases mentioned in the following items. Notwithstanding

year, except in the cases mentioned in the following items. Notwithstanding

the foregoing, the period may be extended to ten years if both parties agree

the foregoing, the period may be extended to ten years if both parties agree

that particularly strong confidentiality of Know-How is required:that particularly strong confidentiality of Know-How is required:(i) If any of the parties disclose Know-How to affiliated organizations of the(i) If any of the parties disclose Know-How to affiliated organizations of theGovernment of Japan or the government of the country to which theGovernment of Japan or the government of the country to which the

Entrustee belongs in order to obtain an export license, imposing

Entrustee belongs in order to obtain an export license, imposing

confidentiality obligations.

confidentiality obligations.

(ii) If any of the parties disclose Know-How to a necessary third party to(ii) If any of the parties disclose Know-How to a necessary third party toperform the Contract Work or perform its own research and development,

perform the Contract Work or perform its own research and development,

imposing confidentiality obligations.

imposing confidentiality obligations.

(iii) If NEDO discloses Know-How to perform its duties to the Government of(iii) If NEDO discloses Know-How to perform its duties to the Government ofJapan, imposing confidentiality obligations.

Japan, imposing confidentiality obligations.

5. Regarding Know-How designated under Paragraph 1, both parties may

5. Regarding Know-How designated under Paragraph 1, both parties may

extend or shorten the period for confidentiality through mutual consultation

extend or shorten the period for confidentiality through mutual consultation

if such extension or shortening is required after designation.

if such extension or shortening is required after designation.

6. When receiving Know-How from the Entrustee under the provisions ofParagraph 2, NEDO shall appropriately store it in a place where confidential

6. When receiving Know-How from the Entrustee under the provisions ofParagraph 2, NEDO shall appropriately store it in a place where confidential

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

information can be protected against disclosure.

information can be protected against disclosure.

Article 30 (Sealing, Etc. of Technical Information)

Article 30 (Sealing, Etc. of Technical Information)

1. The Entrustee shall, if required by the Entrustee, document important

1. The Entrustee shall, if required by the Entrustee, document important

technical information that is already possessed by the Entrustee at the starttechnical information that is already possessed by the Entrustee at the startof the Contract Period specified in Article 3 of the Business Entrustmentof the Contract Period specified in Article 3 of the Business Entrustment

Contract, and shall submit a Request for Sealing (Form No. 12) to NEDO

Contract, and shall submit a Request for Sealing (Form No. 12) to NEDO

within two months after execution of this Contract.

within two months after execution of this Contract.

2. Upon submission of the Request for Sealing provided for in the preceding

2. Upon submission of the Request for Sealing provided for in the preceding

paragraph, both parties shall conduct sealing in the presence of personnel

paragraph, both parties shall conduct sealing in the presence of personnel

from both parties.

from both parties.

3. Sealed documents shall be kept by the Entrustee and a list of the sealed
documents shall be kept by each of the parties.
4. In case the Entrustee objects regarding the attribution of Know-How

3. Sealed documents shall be kept by the Entrustee and a list of the sealed
documents shall be kept by each of the parties.
4. In case the Entrustee objects regarding the attribution of Know-How

designated under the provision of Paragraph 1 of the preceding Article,

designated under the provision of Paragraph 1 of the preceding Article,

technical information that relates to such an objection from within the sealed

technical information that relates to such an objection from within the sealed

technical information may be unsealed in the presence of personnel from bothtechnical information may be unsealed in the presence of personnel from bothparties and shall be promptly resealed.

parties and shall be promptly resealed.

5. In case that, as a result of the unsealing set forth in the preceding paragraph,

5. In case that, as a result of the unsealing set forth in the preceding paragraph,

NEDO determines that Know-How designated under the provision of

NEDO determines that Know-How designated under the provision of

Paragraph 1 of the preceding Article belongs to the Entrustee, NEDO shallParagraph 1 of the preceding Article belongs to the Entrustee, NEDO shallcancel its designation of Know-How.

cancel its designation of Know-How.

6. NEDO shall not use or disclose to a third party any technical informationthat it obtains as a result of unsealing.
7. In case the Entrustee does not object to the attribution of Know-How

6. NEDO shall not use or disclose to a third party any technical informationthat it obtains as a result of unsealing.
7. In case the Entrustee does not object to the attribution of Know-How

designated through mutual consultation of both parties under the provision ofdesignated through mutual consultation of both parties under the provision of

Paragraph 1 of the preceding Article, both parties shall remove the sealing

Paragraph 1 of the preceding Article, both parties shall remove the sealingStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)conducted under the provision of Paragraph 2.

conducted under the provision of Paragraph 2.

Article 31 (Attribution of Intellectual Property Rights)

Article 31 (Attribution of Intellectual Property Rights)

1. In case the Entrustee makes an Invention, Etc. through performance of the

1. In case the Entrustee makes an Invention, Etc. through performance of theContract Work, the Entrustee shall own the Intellectual Property Rights forContract Work, the Entrustee shall own the Intellectual Property Rights for

the Invention, Etc. (excluding copyrights in a Technical Results Report, or

the Invention, Etc. (excluding copyrights in a Technical Results Report, orothers similar thereto) subject to reporting to NEDO under the provisions ofothers similar thereto) subject to reporting to NEDO under the provisions ofArticles 29, 32, and 33.

Articles 29, 32, and 33.

2. The Entrustee shall promptly undertake procedures for application in

2. The Entrustee shall promptly undertake procedures for application inconnection with Industrial Property Rights, Etc. relating to the Contract

connection with Industrial Property Rights, Etc. relating to the Contract

Work.

Work.

3. The Entrustee shall comply with the provisions of the following items:

3. The Entrustee shall comply with the provisions of the following items:(i) When the Entrustee undertakes a procedure for application in connection(i) When the Entrustee undertakes a procedure for application in connection

with Intellectual Property Rights relating to the Contract Work (or obtains

with Intellectual Property Rights relating to the Contract Work (or obtains

copyrights in the case of copyrights), the Entrustee shall promptly report tocopyrights in the case of copyrights), the Entrustee shall promptly report to

NEDO to that effect under the provisions of Articles 32 and 33.

NEDO to that effect under the provisions of Articles 32 and 33.

(ii) If NEDO finds it particularly necessary for the public interest and makes(ii) If NEDO finds it particularly necessary for the public interest and makesa request, while making clear the reasons therefor, upon a request by thea request, while making clear the reasons therefor, upon a request by theGovernment of Japan, the Entrustee shall grant to NEDO the right to use theGovernment of Japan, the Entrustee shall grant to NEDO the right to use theIntellectual Property Rights without charge.

Intellectual Property Rights without charge.

(iii) If NEDO finds that Intellectual Property Rights have not been utilized(iii) If NEDO finds that Intellectual Property Rights have not been utilized

within a reasonable period of time and does not find any justifiable grounds

within a reasonable period of time and does not find any justifiable grounds

as to why the Intellectual Property Rights have not been utilized, and in caseas to why the Intellectual Property Rights have not been utilized, and in case

NEDO finds that utilization of the Intellectual Property Rights is particularly

NEDO finds that utilization of the Intellectual Property Rights is particularly

necessary for promoting the use of the Intellectual Property Rights andnecessary for promoting the use of the Intellectual Property Rights andmakes a request making clear the reasons therefor, upon a request by the

makes a request making clear the reasons therefor, upon a request by theGovernment of Japan, the Entrustee shall grant to a third party the right toGovernment of Japan, the Entrustee shall grant to a third party the right toStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)use the Intellectual Property Rights.

use the Intellectual Property Rights.

(iv) In order to transfer Intellectual Property Rights, or approve the granting(iv) In order to transfer Intellectual Property Rights, or approve the granting

or transfer of an exclusive license (including a provisional exclusive license)or transfer of an exclusive license (including a provisional exclusive license)

pertaining to a patent right, utility model right, design right, or an exclusive

pertaining to a patent right, utility model right, design right, or an exclusive

exploitation right pertaining to a layout-design exploitation right, or a

exploitation right pertaining to a layout-design exploitation right, or abreeder's right (hereinafter collectively referred to as "Exclusive License,

breeder's right (hereinafter collectively referred to as "Exclusive License,

Etc."), the Entrustee shall obtain the advance approval of NEDO. However,Etc."), the Entrustee shall obtain the advance approval of NEDO. However,this shall not apply in case of a transfer due to a corporate merger orthis shall not apply in case of a transfer due to a corporate merger ordivestiture, or in any of the following cases:

divestiture, or in any of the following cases:(a) If the Entrustee is a stock company that transfers Intellectual Property(a) If the Entrustee is a stock company that transfers Intellectual Property

Rights to, or approves the granting or transfer of an Exclusive License,

Rights to, or approves the granting or transfer of an Exclusive License,

Etc. to a subsidiary (as defined in Article 2 Item 3 of the Companies Act)

Etc. to a subsidiary (as defined in Article 2 Item 3 of the Companies Act)or its parent company (as defined in Article 2 Item 4 of the Companies

or its parent company (as defined in Article 2 Item 4 of the Companies

Act).

Act).

(However, the above excludes the case where the subsidiary or the parent
company is located outside of Japan.)(b) If the Entrustee transfers Intellectual Property Rights to, or approves(b) If the Entrustee transfers Intellectual Property Rights to, or approves

the granting or transfer of an Exclusive License, Etc. to an Accredited

the granting or transfer of an Exclusive License, Etc. to an Accredited

TLO or Certified Business Operator as defined in the Act on the

TLO or Certified Business Operator as defined in the Act on the

Promotion of Technology Transfer from Universities to Private Business

Promotion of Technology Transfer from Universities to Private Business

Operators.

Operators.

(c) If the Entrustee is a research and development partnership that(c) If the Entrustee is a research and development partnership thattransfers Intellectual Property Rights to or approves the granting ortransfers Intellectual Property Rights to or approves the granting ortransfer of an Exclusive License, Etc. to its members.

transfer of an Exclusive License, Etc. to its members.

(v) The Entrustee shall respond to the utilization survey (Bayh-Dole Survey)(v) The Entrustee shall respond to the utilization survey (Bayh-Dole Survey)

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)conducted by NEDO regarding Intellectual Property Rights.

conducted by NEDO regarding Intellectual Property Rights.

4. In case the Entrustee does not meet any of the items of the preceding

4. In case the Entrustee does not meet any of the items of the preceding

paragraph and NEDO finds that there is no just cause for not meeting them,

paragraph and NEDO finds that there is no just cause for not meeting them,the Entrustee shall assign without charge Intellectual Property Rights tothe Entrustee shall assign without charge Intellectual Property Rights to

NEDO.

NEDO.

5. In case the Entrustee transfers or licenses the Intellectual Property Rights

5. In case the Entrustee transfers or licenses the Intellectual Property Rights

specified in Paragraph 1 to a third party, the Entrustee shall ensure that the

specified in Paragraph 1 to a third party, the Entrustee shall ensure that thethird party will make a commitment to not adversely affect application of thethird party will make a commitment to not adversely affect application of theprovisions of Paragraphs 3 and 4 of this Article, Article 31-3, Article 31-4,

provisions of Paragraphs 3 and 4 of this Article, Article 31-3, Article 31-4,

Article 31-5, and Articles 32 to 34.

Article 31-5, and Articles 32 to 34.

6. NEDO shall own the copyright of the Technical Results Report and others

6. NEDO shall own the copyright of the Technical Results Report and others

similar thereto, and the Entrustee shall not exercise its moral rights

similar thereto, and the Entrustee shall not exercise its moral rights

regarding the Technical Results Report and others similar thereto.

regarding the Technical Results Report and others similar thereto.

Article 31-2 (Use of Technical Results)

Article 31-2 (Use of Technical Results)

1. Notwithstanding the provisions of Paragraph 1 of Article 31 as to the

1. Notwithstanding the provisions of Paragraph 1 of Article 31 as to the

copyright pertaining to works such as Inventions, Etc. relating to the

copyright pertaining to works such as Inventions, Etc. relating to theContract Work (excluding the Technical Results Report and others similar

Contract Work (excluding the Technical Results Report and others similar

thereto), the Entrustee shall be deemed to have granted NEDO the right tothereto), the Entrustee shall be deemed to have granted NEDO the right toexercise the copyright and the right to grant a third party a license for the

exercise the copyright and the right to grant a third party a license for the

copyright to the extent necessary for use of that work by NEDO.

copyright to the extent necessary for use of that work by NEDO.

2. The Entrustee shall not exercise its moral rights against any embodiment by

2. The Entrustee shall not exercise its moral rights against any embodiment by

NEDO and the third party. In addition, if the author of the work is a person

NEDO and the third party. In addition, if the author of the work is a person

other than the Entrustee, the Entrustee shall take necessary measures toother than the Entrustee, the Entrustee shall take necessary measures toprevent the author from exercising moral rights.

prevent the author from exercising moral rights.

Article 31-3 (Approval of Transfer, Etc. of Intellectual Property Rights)

Article 31-3 (Approval of Transfer, Etc. of Intellectual Property Rights)

1. In order to transfer Intellectual Property Rights relating to Contract Work to

1. In order to transfer Intellectual Property Rights relating to Contract Work toStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)a third party other than NEDO, the Entrustee shall submit a Request fora third party other than NEDO, the Entrustee shall submit a Request for

Approval of Transfer of Intellectual Property Rights (Form No. 20) to NEDO

Approval of Transfer of Intellectual Property Rights (Form No. 20) to NEDO

for approval, except in cases set forth in the proviso of Paragraph 3 Item 4 offor approval, except in cases set forth in the proviso of Paragraph 3 Item 4 of

Article 31.

Article 31.

2. In order to approve the granting or transfer of an Exclusive License, Etc. to a

2. In order to approve the granting or transfer of an Exclusive License, Etc. to athird party other than NEDO regarding Intellectual Property Rights relating

third party other than NEDO regarding Intellectual Property Rights relating

to the Contract Work, the Entrustee shall submit to NEDO for approval ato the Contract Work, the Entrustee shall submit to NEDO for approval a

Request for Approval of Grant of Exclusive License, Etc. (Form No. 13) except

Request for Approval of Grant of Exclusive License, Etc. (Form No. 13) except

in the cases set forth in the proviso of Paragraph 3 Item 4 of Article 31.

in the cases set forth in the proviso of Paragraph 3 Item 4 of Article 31.

3. In case NEDO requires a non-exclusive license with a right to sublicense

3. In case NEDO requires a non-exclusive license with a right to sublicense

pertaining to the Intellectual Property Rights when approving the request

pertaining to the Intellectual Property Rights when approving the request

provided for in the preceding two paragraphs, the Entrustee shall without

provided for in the preceding two paragraphs, the Entrustee shall withoutcharge grant NEDO such a license.

charge grant NEDO such a license.

4. In case NEDO finds that there is no just cause for the Entrustee to breach

4. In case NEDO finds that there is no just cause for the Entrustee to breachthe provisions of the preceding three paragraphs, the Intellectual Property

the provisions of the preceding three paragraphs, the Intellectual Property

Rights shall without charge be assigned to NEDO.

Rights shall without charge be assigned to NEDO.

Article 31-4 (Notification of Transfer, Etc. of Intellectual Property Rights)

Article 31-4 (Notification of Transfer, Etc. of Intellectual Property Rights)

1. Regarding the transfer of Intellectual Property Rights pertaining to the

1. Regarding the transfer of Intellectual Property Rights pertaining to theContract Work, the Entrustee shall submit to NEDO in advance aContract Work, the Entrustee shall submit to NEDO in advance a

Notification of Transfer, Etc. of Intellectual Property Rights (Form No.20-1) in

Notification of Transfer, Etc. of Intellectual Property Rights (Form No.20-1) inthe case of the proviso of Paragraph 3, Item 4 of Article 31.

the case of the proviso of Paragraph 3, Item 4 of Article 31.

2. In case NEDO requires a non-exclusive license with a right to sublicense that

2. In case NEDO requires a non-exclusive license with a right to sublicense thatpertains to the Intellectual Property Rights in connection with submission of

pertains to the Intellectual Property Rights in connection with submission of

the notification provided for in the preceding paragraph, the Entrustee shallthe notification provided for in the preceding paragraph, the Entrustee shallwithout charge grant NEDO such a license.

without charge grant NEDO such a license.

3. If a non-exclusive license with a right to sublicense is granted under the

3. If a non-exclusive license with a right to sublicense is granted under theStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)provisions of the preceding paragraph, the Entrustee shall ensure that theprovisions of the preceding paragraph, the Entrustee shall ensure that thesuccessor to the Intellectual Property Rights will make a commitment to not

successor to the Intellectual Property Rights will make a commitment to notinterfere with the exercise of the non-exclusive license.

interfere with the exercise of the non-exclusive license.

4. In case NEDO finds that there is no just cause for the Entrustee to breach

4. In case NEDO finds that there is no just cause for the Entrustee to breachthe provisions of the preceding three paragraphs, the Intellectual Property

the provisions of the preceding three paragraphs, the Intellectual Property

Rights shall be assigned to NEDO without charge.

Rights shall be assigned to NEDO without charge.

Article 31-5 (Notification of Waiver of Intellectual Property Rights)

Article 31-5 (Notification of Waiver of Intellectual Property Rights)

To waive Intellectual Property Rights pertaining to Technical Results of the

To waive Intellectual Property Rights pertaining to Technical Results of theContract Work, the Entrustee shall submit a Notification of Waiver ofContract Work, the Entrustee shall submit a Notification of Waiver ofIntellectual Property Rights (Form No. 22) to NEDO prior to waiving theIntellectual Property Rights (Form No. 22) to NEDO prior to waiving theIntellectual Property Rights.

Intellectual Property Rights.

Article 32 (Notification of Application)

Article 32 (Notification of Application)

1. When the Entrustee files an application for Industrial Property Rights

1. When the Entrustee files an application for Industrial Property Rights

pertaining to the Contract Work, (including submission of PCT National

pertaining to the Contract Work, (including submission of PCT National

Documents ("National Documents"), the Entrustee shall submit to NEDO one

Documents ("National Documents"), the Entrustee shall submit to NEDO one

copy of a Notification of Industrial Property Rights Application separately

copy of a Notification of Industrial Property Rights Application separately

determined by NEDO together with a copy of documents in which thedetermined by NEDO together with a copy of documents in which theapplication number, date of application, priority claim number, priority date,application number, date of application, priority claim number, priority date,country where priority is declared, applicant's name and the name of thecountry where priority is declared, applicant's name and the name of theinvention can be confirmed ("Documents Showing Bibliographic Items")

invention can be confirmed ("Documents Showing Bibliographic Items")

within sixty days (or ninety days in the case of application or submission ofwithin sixty days (or ninety days in the case of application or submission of

National Documents to foreign authorities) after the date of application (orNational Documents to foreign authorities) after the date of application (orthe date of submission in the case of submission of National Documents).

the date of submission in the case of submission of National Documents).

2. In order to file a domestic patent, utility model, or design application in

2. In order to file a domestic patent, utility model, or design application inconnection with the preceding paragraph, the Entrustee shall state that theconnection with the preceding paragraph, the Entrustee shall state that theapplication is based on the results of research entrusted by the national

application is based on the results of research entrusted by the national

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

government in application documents using the following example of agovernment in application documents using the following example of astatement.

statement.

[Example of Entry in Patent Application Form (in the "Item Pertaining to[Example of Entry in Patent Application Form (in the "Item Pertaining toTechnical Results of Research Entrusted by the National Government" column)]

Technical Results of Research Entrusted by the National Government" column)]"FY*****, National Research and Development Agency New Energy and"FY*****, National Research and Development Agency New Energy andIndustrial Technology Development Organization, ***** entrusted

Industrial Technology Development Organization, ***** entrusted

research, patent application to which Article 17 of the Industrial

research, patent application to which Article 17 of the Industrial

Technology Enhancement Act applies."

Technology Enhancement Act applies."

3. In case the Entrustee is found to have omitted the entry provided for in the

3. In case the Entrustee is found to have omitted the entry provided for in thepreceding paragraph and fails to follow the instructions of NEDO, thepreceding paragraph and fails to follow the instructions of NEDO, theEntrustee shall without charge assign the Industrial Property Rights to

Entrustee shall without charge assign the Industrial Property Rights to

NEDO.

NEDO.

Article 33 (Notification of Status after Application)

Article 33 (Notification of Status after Application)

1. When registration of establishment or a variety registration of Industrial

1. When registration of establishment or a variety registration of Industrial

Property Rights pertaining to the Contract Work is made, the Entrustee shall

Property Rights pertaining to the Contract Work is made, the Entrustee shallsubmit to NEDO one copy of a Notification of Status after Industrial Property

submit to NEDO one copy of a Notification of Status after Industrial Property

Rights Application separately determined by NEDO together with a copy ofRights Application separately determined by NEDO together with a copy of

documents in which the application number (except in the case of layout-

documents in which the application number (except in the case of layout-

design exploitation rights and breeder's rights), registration number,design exploitation rights and breeder's rights), registration number,registration date, name of the rights holder, and the name of Inventions, Etc.

registration date, name of the rights holder, and the name of Inventions, Etc.

can be confirmed within sixty days (or ninety days in the case of overseas

can be confirmed within sixty days (or ninety days in the case of overseas

registration) after the date of issuance of the registration bulletin or the dateregistration) after the date of issuance of the registration bulletin or the dateof the public notice concerning the registration.

of the public notice concerning the registration.

2. With regard to a copyright in a work such as Inventions, Etc. resulting from

2. With regard to a copyright in a work such as Inventions, Etc. resulting fromthe Contract Work (excluding the Technical Results Report and others similar

the Contract Work (excluding the Technical Results Report and others similar

thereto) that fall under any of the following items, the Entrustee shallthereto) that fall under any of the following items, the Entrustee shallStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

promptly submit to NEDO one copy of a Notification of Status after Industrial

promptly submit to NEDO one copy of a Notification of Status after Industrial

Property Rights Application separately determined by NEDO together with

Property Rights Application separately determined by NEDO together with

one copy of Documents Showing Bibliographic Items such as the date of

one copy of Documents Showing Bibliographic Items such as the date ofcreation or publication, the title of the work, the identity of the author, or an

creation or publication, the title of the work, the identity of the author, or anelectronic file of the work:

electronic file of the work:(i) Copyright in works of computer programming and database works defined(i) Copyright in works of computer programming and database works definedin Article 2 of the Copyright Act ("Copyright in Programs, Etc.").

in Article 2 of the Copyright Act ("Copyright in Programs, Etc.").

(ii) Programming handbooks and others similar thereto.

(ii) Programming handbooks and others similar thereto.

(iii) A work for which the Entrustee exercises its copyright or grants a license(iii) A work for which the Entrustee exercises its copyright or grants a license

to a third party.

to a third party.

3. When Intellectual Property Rights pertaining to the Contract Work are

3. When Intellectual Property Rights pertaining to the Contract Work aretransferred (except in the cases mentioned in the following paragraph), thetransferred (except in the cases mentioned in the following paragraph), theEntrustee shall without delay submit to NEDO one copy of a Notification of

Entrustee shall without delay submit to NEDO one copy of a Notification ofTransfer of Intellectual Property Rights separately determined by NEDO

Transfer of Intellectual Property Rights separately determined by NEDO

together with a copy of documents in which the fact of the transfer can betogether with a copy of documents in which the fact of the transfer can be

confirmed.

confirmed.

4. In case Intellectual Property Rights pertaining to the Contract Work are

4. In case Intellectual Property Rights pertaining to the Contract Work aretransferred with the approval of NEDO, the Entrustee shall without delaytransferred with the approval of NEDO, the Entrustee shall without delay

submit to NEDO one copy of a Notification of Transfer of Intellectual Property

submit to NEDO one copy of a Notification of Transfer of Intellectual Property

Rights separately determined by NEDO together with a copy of the written

Rights separately determined by NEDO together with a copy of the written

approval of NEDO as set forth in Paragraph 1 of Article 31-3 and a copy ofapproval of NEDO as set forth in Paragraph 1 of Article 31-3 and a copy of

documents in which the fact of the transfer can be confirmed.

documents in which the fact of the transfer can be confirmed.

Article 34 (Embodiment of Intellectual Property Rights)

Article 34 (Embodiment of Intellectual Property Rights)

1. In case the Entrustee itself uses Intellectual Property Right pertaining to the

1. In case the Entrustee itself uses Intellectual Property Right pertaining to theContract Work or grants a third party a license for such Intellectual Property

Contract Work or grants a third party a license for such Intellectual Property

Rights (except for cases in the following paragraph), the Entrustee shallRights (except for cases in the following paragraph), the Entrustee shallStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

without delay submit to NEDO a Notification for Exercise of Intellectualwithout delay submit to NEDO a Notification for Exercise of Intellectual

Property Rights separately established by NEDO.

Property Rights separately established by NEDO.

2. In case the Entrustee approves the granting or transfer of an Exclusive

2. In case the Entrustee approves the granting or transfer of an Exclusive

License, Etc. for Intellectual Property Rights pertaining to the Contract Work

License, Etc. for Intellectual Property Rights pertaining to the Contract Work

with the approval of NEDO, the Entrustee shall without delay submit towith the approval of NEDO, the Entrustee shall without delay submit to

NEDO one copy of a Notification for Exercise of Intellectual Property Rights

NEDO one copy of a Notification for Exercise of Intellectual Property Rights

separately determined by NEDO together with a copy of the written approval

separately determined by NEDO together with a copy of the written approvalof NEDO as set forth in Paragraph 2 of Article 31-3.

of NEDO as set forth in Paragraph 2 of Article 31-3.

Article 35 (Replacement of Terms Pertaining to Research and Development

Article 35 (Replacement of Terms Pertaining to Research and Development

Partnership)Partnership)

In case the Entrustee is a Partnership that has a rule stipulating that

In case the Entrustee is a Partnership that has a rule stipulating that

Intellectual Property Rights for Inventions, Etc. shall be vested in a memberIntellectual Property Rights for Inventions, Etc. shall be vested in a memberof the Partnership which has succeeded to the right from an individualof the Partnership which has succeeded to the right from an individual

having made the Inventions, Etc. if the Entrustee submits to NEDO one copy

having made the Inventions, Etc. if the Entrustee submits to NEDO one copyof a Notification of Attribution of Intellectual Property Rights (Form No.17) inof a Notification of Attribution of Intellectual Property Rights (Form No.17) inconnection with application of the rule, the provisions of Articles 28 to 34,

connection with application of the rule, the provisions of Articles 28 to 34,

Paragraphs 3 to 6 of Article 29 (where Article 52 applies), Paragraphs 2 to 5 ofParagraphs 3 to 6 of Article 29 (where Article 52 applies), Paragraphs 2 to 5 of

Article 31, Articles 31-2 to 34, and Article 54 shall apply, with the term "theArticle 31, Articles 31-2 to 34, and Article 54 shall apply, with the term "theEntrustee" replaced with "the member of the Partnership."Entrustee" replaced with "the member of the Partnership."

Chapter VI. Miscellaneous Provisions

Chapter VI. Miscellaneous Provisions

Article 36 (Taking Effect of Notice)

Article 36 (Taking Effect of Notice)

Written notices to the Entrustee by NEDO shall become effective on the date of

Written notices to the Entrustee by NEDO shall become effective on the date oftransmission thereof by NEDO and written notices of the Entrustee to NEDO

transmission thereof by NEDO and written notices of the Entrustee to NEDO

shall become effective on the date of receipt thereof by NEDO.

shall become effective on the date of receipt thereof by NEDO.

Article 37 (NEDO Right to Terminate)

Article 37 (NEDO Right to Terminate)

NEDO may terminate all or part of this Contract in any of the cases in the

NEDO may terminate all or part of this Contract in any of the cases in theStandard Form of Business Entrustment Contracts

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following items:

following items:(i) If the Entrustee breaches this Contract or NEDO's instructions given(i) If the Entrustee breaches this Contract or NEDO's instructions given

under this Contract due to a cause attributable to the fault of theunder this Contract due to a cause attributable to the fault of the

Entrustee.

Entrustee.

(ii) If performance of the Contract Work becomes impossible or extremely
difficult due to a cause attributable to the fault of the Entrustee.

(ii) If performance of the Contract Work becomes impossible or extremely
difficult due to a cause attributable to the fault of the Entrustee.

(iii) If the Entrustee makes a fraudulent or false report in connection with the(iii) If the Entrustee makes a fraudulent or false report in connection with theentrustment contract with NEDO.

entrustment contract with NEDO.

(iv) If a registered researcher specified in the Execution Plan is found to be a(iv) If a registered researcher specified in the Execution Plan is found to be a

person that conducts, is involved in, or is responsible for misconduct inperson that conducts, is involved in, or is responsible for misconduct inresearch activity (any act of feigning, altering, or plagiarizing researchresearch activity (any act of feigning, altering, or plagiarizing research

results, including data; the same shall apply hereinafter) in connection

results, including data; the same shall apply hereinafter) in connection

with the Contract Work.

with the Contract Work.

(v) If a registered researcher specified in the Execution Plan is found to have(v) If a registered researcher specified in the Execution Plan is found to haveengaged in dishonest use of public research funds (any act of using researchengaged in dishonest use of public research funds (any act of using researchfunds for other purposes, of using funds contrary to the provisions of thisfunds for other purposes, of using funds contrary to the provisions of thisContract or conditions attached hereto, or of receiving research funds byContract or conditions attached hereto, or of receiving research funds bymeans of a false statement or other fraudulent means; the same shall applymeans of a false statement or other fraudulent means; the same shall apply

hereinafter) in connection with the Contract Work.

hereinafter) in connection with the Contract Work.

2. In cases other than those mentioned in the preceding paragraph, if NEDO

2. In cases other than those mentioned in the preceding paragraph, if NEDO

decides to discontinue the Contract Work due to a major change in the budget

decides to discontinue the Contract Work due to a major change in the budget

or policies of the Government of Japan, NEDO may terminate this Contract

or policies of the Government of Japan, NEDO may terminate this Contractfrom the date of decision of discontinuance by giving the Entrustee one monthfrom the date of decision of discontinuance by giving the Entrustee one monthnotice.

notice.

Article 38 (Entrustee Right to Terminate)

Article 38 (Entrustee Right to Terminate)

The Entrustee may terminate all or part of this Contract if performance of the

The Entrustee may terminate all or part of this Contract if performance of theStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Contract Work becomes impossible or extremely difficult as a result of aContract Work becomes impossible or extremely difficult as a result of abreach of this Contract by NEDO due to a cause attributable to the fault ofbreach of this Contract by NEDO due to a cause attributable to the fault of

NEDO.

NEDO.

Article 39 (Measures in Case Implementation of Contract Work Becomes

Article 39 (Measures in Case Implementation of Contract Work Becomes

Impossible Due to Unforeseen Circumstances)

Impossible Due to Unforeseen Circumstances)

In case the performance of the Contract Work becomes impossible or extremely

In case the performance of the Contract Work becomes impossible or extremely

difficult due to a cause that cannot be foreseen at the time of execution of thisdifficult due to a cause that cannot be foreseen at the time of execution of thisContract and is not attributable to the fault of either party, both parties may

Contract and is not attributable to the fault of either party, both parties may

terminate this Contract through mutual consultation.

terminate this Contract through mutual consultation.

Article 40 (Allocation of Risk, Etc.)

Article 40 (Allocation of Risk, Etc.)

1. If the Entrustee cannot complete all or part of the Contract Work due to

1. If the Entrustee cannot complete all or part of the Contract Work due totermination of this Contract under the provisions of Paragraph 1 of Article

termination of this Contract under the provisions of Paragraph 1 of Article 37,

37, NEDO shall be released from the obligation to pay expenses for the part of

NEDO shall be released from the obligation to pay expenses for the part of

the Contract Work that cannot be completed due to termination (thethe Contract Work that cannot be completed due to termination (the"Terminated Part").

"Terminated Part").

2. If the Entrustee cannot complete all or part of the Contract Work due to

2. If the Entrustee cannot complete all or part of the Contract Work due totermination of this Contract under the provisions of Paragraph 2 of Article

termination of this Contract under the provisions of Paragraph 2 of Article 37,

37, Article 38, and the preceding Article, the Entrustee shall be released from

Article 38, and the preceding Article, the Entrustee shall be released from thethe obligation to perform the Terminated Part of the Contract Work. NEDO

obligation to perform the Terminated Part of the Contract Work. NEDO shall

shall determine the amount that it should pay through consultation with thedetermine the amount that it should pay through consultation with the

Entrustee and pay such amount to the Entrustee.

Entrustee and pay such amount to the Entrustee.

Article 41 (Measures Against Misconduct, Etc.)

Article 41 (Measures Against Misconduct, Etc.)

1. If NEDO suspects that the Entrustee has committed fraud in connection with

1. If NEDO suspects that the Entrustee has committed fraud in connection withthis Contract, NEDO may instruct the Entrustee to conduct an internal audit

this Contract, NEDO may instruct the Entrustee to conduct an internal audit

and report on the results in writing to NEDO.

and report on the results in writing to NEDO.

2. Upon receipt of the audit report, NEDO shall carefully examine the contents

2. Upon receipt of the audit report, NEDO shall carefully examine the contents

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)of the report and confirm whether fraud has occurred as well as the contentsof the report and confirm whether fraud has occurred as well as the contentsof the fraud, if any. In this case, NEDO may enter the factories, laboratories,of the fraud, if any. In this case, NEDO may enter the factories, laboratories,

or other offices of the Entrustee when such entry is deemed necessary byor other offices of the Entrustee when such entry is deemed necessary by

NEDO for its examination.

NEDO for its examination.

3. NEDO may take necessary measures against research activity misconduct in

3. NEDO may take necessary measures against research activity misconduct inaccordance with the Organizational Directive Concerning Responses toaccordance with the Organizational Directive Concerning Responses to

Misconduct in Research Activities (Organizational Directive No. 17 of 2007)

Misconduct in Research Activities (Organizational Directive No. 17 of 2007)

separately adopted by NEDO.

separately adopted by NEDO.

4. NEDO may conduct an inspection as set forth in Paragraph 2 Item 2 ofArticle 14 if deemed necessary.
5. In case NEDO requests that the Entrustee refund any Overpayment of the

4. NEDO may conduct an inspection as set forth in Paragraph 2 Item 2 ofArticle 14 if deemed necessary.
5. In case NEDO requests that the Entrustee refund any Overpayment of theDetermined Amount as a result of the inspection provided for in the preceding

Determined Amount as a result of the inspection provided for in the preceding

paragraph, NEDO may demand interest on the amount of Overpayment ofparagraph, NEDO may demand interest on the amount of Overpayment of

the Determined Amount calculated at the legal interest rate stipulated in

the Determined Amount at 5 percent per annum or an additional amount of

Article 404 of the Civil Code or an additional amount of Overpayment of theOverpayment of the Determined Amount of 10.95 percent per annum for theDetermined Amount of 10.95 percent per annum for the period from the dateperiod from the date of receipt of Overpayment of the Determined Amount toof receipt of Overpayment of the Determined Amount to the date ofthe date of repayment.

repayment.
6. If the existence of fraud can be confirmed, NEDO may make public the namesof those involved and the contents of the fraud.

6. If the existence of fraud can be confirmed, NEDO may make public the namesof those involved and the contents of the fraud.

7. In addition to the measures provided for in Paragraphs 1 to 6, NEDO may

7. In addition to the measures provided for in Paragraphs 1 to 6, NEDO may

take other measures deemed necessary.

take other measures deemed necessary.

8. If, in the case of an entrustment contract with multiple parties, one specific

8. If, in the case of an entrustment contract with multiple parties, one specificcontractor out of all of the contractors falls under any of the preceding six

contractor out of all of the contractors falls under any of the preceding six

paragraphs, the measures under the provisions of this Article shall apply only

paragraphs, the measures under the provisions of this Article shall apply only

to the specific contractor.

to the specific contractor.

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Article 41-2 (Response to Misconduct in Research Activities)

Article 41-2 (Response to Misconduct in Research Activities)

The Entrustee shall appropriately respond to misconduct under the Guidelines

The Entrustee shall appropriately respond to misconduct under the Guidelines

for Responding to Misconduct in Research (adopted by the Ministry of

for Responding to Misconduct in Research (adopted by the Ministry of

Economy, Trade and Industry on December 26, 2007).

Economy, Trade and Industry on December 26, 2007).

Article 41-3 (Response to Dishonest Use of Public Research Funds)

Article 41-3 (Response to Dishonest Use of Public Research Funds)

1. The Entrustee shall endeavor to establish systems that have an adequate

The Entrustee shall endeavor to establish systems that have an adequate

mechanism for suppression of dishonest use under the Guidelines formechanism for suppression of dishonest use under the Guidelines for

Responding to Dishonest Use, Etc. of Public Research Funds (adopted by the

Responding to Dishonest Use, Etc. of Public Research Funds (adopted by the

Ministry of Economy, Trade and Industry on December 3, 2008).

Ministry of Economy, Trade and Industry on December 3, 2008).

2. NEDO may require that the Entrustee report on the status of establishment

2. NEDO may require that the Entrustee report on the status of establishmentof its systems as provided for in the preceding paragraph and may conduct anof its systems as provided for in the preceding paragraph and may conduct an

on-site investigation if deemed especially necessary to prevent dishonest use.

on-site investigation if deemed especially necessary to prevent dishonest use.

If NEDO determines that the status of establishment of the systems of the

If NEDO determines that the status of establishment of the systems of the

Entrustee includes problem areas, NEDO may take any measures deemed

Entrustee includes problem areas, NEDO may take any measures deemednecessary against the Entrustee.

necessary against the Entrustee.

Article 42 (Late Charge)

Article 42 (Late Charge)

In case the Entrustee submits a Performance Report, Etc., Interim Annual

In case the Entrustee submits a Performance Report, Interim Annual Report orReport or Technical Results Report later than the due date due to a cause

Technical Results Report later than the due date due to a cause attributable

attributable to the fault of the Entrustee, the Entrustee shall pay NEDO a

to the fault of the Entrustee, the Entrustee shall pay NEDO a late chargelate charge equivalent to the amount obtained by multiplying one-thousandthequivalent to the amount obtained by multiplying one-thousandth (1/1000) of(1/1000) of the Contract Amount by the number of days, from the day

the Contract Amount by the number of days, from the day following the due

following the due date to the date of submission of the report.

date to the date of submission of the report. Notwithstanding the foregoing,

Notwithstanding the foregoing, the Entrustee may be exempted fromthe Entrustee may be exempted from payment of the late charge if the delay

payment of the late charge if the delay in submission of the report is found toin submission of the report is found to be due to an unavoidable situation.

be due to an unavoidable situation.
Article 43 (Penalty)

Article 43 (Penalty)

Standard Form of Business Entrustment Contracts

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1. In case NEDO terminates all or part of this Contract under the provisions of

1. In case NEDO terminates all or part of this Contract under the provisions ofParagraph 1 of Article 37, the Entrustee shall pay NEDO a penalty

Paragraph 1 of Article 37, the Entrustee shall pay NEDO a penalty

equivalent to 10 percent of the Contract Amount corresponding to theequivalent to 10 percent of the Contract Amount corresponding to theTerminated Part (excluding days belonging to the fiscal year following the one

Terminated Part (excluding days belonging to the fiscal year following the one

in which this Contract is terminated, or to any subsequent fiscal year).

in which this Contract is terminated, or to any subsequent fiscal year).

2. In case the Entrustee terminates all or part of this Contract under the

2. In case the Entrustee terminates all or part of this Contract under theprovisions of Article 38, NEDO shall pay the Entrustee a penalty equivalent

provisions of Article 38, NEDO shall pay the Entrustee a penalty equivalent

to 10 percent of the Contract Amount corresponding to the Terminated Part

to 10 percent of the Contract Amount corresponding to the Terminated Part

(excluding days belonging to the fiscal year following the one in which this(excluding days belonging to the fiscal year following the one in which thisContract is terminated, or to any subsequent fiscal year).

Contract is terminated, or to any subsequent fiscal year).

3. If NEDO or the Entrustee fails to pay the penalty provided for in the

3. If NEDO or the Entrustee fails to pay the penalty provided for in thepreceding two paragraphs not later than the due date specified by the otherpreceding two paragraphs not later than the due date specified by the otherparty, it shall pay an overdue fee on the unpaid amount calculated at the

party, it shall pay an overdue fee on the unpaid amount at 5 percent perlegal interest rate stipulated in Article 404 of the Civil Code for the period

annum for the period from the day following the due date to the date offrom the day following the due date to the date of payment. However, thispayment. However, this shall not apply to projects funded by a national grant.

shall not apply to projects funded by a national grant.
Article 44 (Special Provisions for Foreign Corporations)

Article 44 (Special Provisions for Foreign Corporations)

If the Entrustee is a foreign corporation, the following provisions shall apply

If the Entrustee is a foreign corporation, the following provisions shall apply

with regard to the validity or procedures of this Contract:with regard to the validity or procedures of this Contract:(i) The existence, interpretation, and validity of this Contract shall be(i) The existence, interpretation, and validity of this Contract shall begoverned by the laws and regulations of Japan in effect.

governed by the laws and regulations of Japan in effect.

(ii) The starting and ending time of a period mentioned in this Contract shall(ii) The starting and ending time of a period mentioned in this Contract shallbe based on Japan Standard Time.

be based on Japan Standard Time.

(iii) To ensure the mutual exchange of opinions, the Entrustee shall use the(iii) To ensure the mutual exchange of opinions, the Entrustee shall use theJapanese language for the documents, research papers, reports, etc. in thisJapanese language for the documents, research papers, reports, etc. in thisContract that are separately specified by NEDO, or shall attach a JapaneseContract that are separately specified by NEDO, or shall attach a JapaneseStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

language translation thereto, and shall at the expense of the Entrustee,language translation thereto, and shall at the expense of the Entrustee,take necessary measures, including procurement of an interpreter, to use

take necessary measures, including procurement of an interpreter, to use

the Japanese language for any discussion, communication, andthe Japanese language for any discussion, communication, andconsultation pertaining to this Contract.

consultation pertaining to this Contract.

(iv) The Entrustee shall appoint an agent in Japan that can send and receive(iv) The Entrustee shall appoint an agent in Japan that can send and receive

the documents, research papers, reports, etc., specified in this Contract or

the documents, research papers, reports, etc., specified in this Contract or

perform any necessary communication. In case of a change in the agent or

perform any necessary communication. In case of a change in the agent or

its address, the Entrustee shall promptly notify NEDO.

its address, the Entrustee shall promptly notify NEDO.

Article 45 (Liability for Compensation)

Article 45 (Liability for Compensation)

1. NEDO shall not be responsible in any way for compensation for damage to

NEDO shall not be responsible in any way for compensation for damage to(deleted) the Entrustee, or for damage to any third party that may arise fromproperty or injury to Employees, Etc. or temporary staff of the Entrustee, or

performance of the Contract Work by the Entrustee or from the Acquiredfor damage to any third party that may arise from performance of theProperty; provided, however, that this shall not apply to damage caused byContract Work by the Entrustee; provided, however, that this shall not apply

the willful misconduct or gross negligence of NEDO.

to damage caused by the willful misconduct or gross negligence of NEDO.

2. When NEDO receives a claim from a third party as provided for in thepreceding paragraph and provides compensation based on a reasonablereason such as a court decision, NEDO shall claim the amount of liquidated
damages from the Entrustee; provided, however, that this shall not apply todamage caused by the willful misconduct or gross negligence of NEDO.
Article 46 (Location for Amendment of Contract)

Article 46 (Location for Amendment of Contract)

If both parties enter a contract for amending this Contract under the provisions

If both parties enter a contract for amending this Contract under the provisionsof Article 10, such a contract shall be executed at the location of the principalof Article 10, such a contract shall be executed at the location of the principal

place of business of NEDO as stated in its corporate registration.

place of business of NEDO as stated in its corporate registration.

Article 47 (Jurisdiction)

Article 47 (Jurisdiction)

Both parties agree that any dispute arising in connection with this Contract

Both parties agree that any dispute arising in connection with this Contract

shall be subject to the exclusive jurisdiction of the Yokohama District Court inshall be subject to the exclusive jurisdiction of the Yokohama District Court inStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)the first instance. However, this shall not apply if exclusive jurisdiction is

the first instance.

prescribed by law.
Article 48 (Delegation of Related Procedures)

Article 48 (Delegation of Related Procedures)

1. The Entrustee may delegate the reporting, notifications, requests, etc., in the

1. The Entrustee may delegate the reporting, notifications, requests, etc., in theforms set forth herein (excluding (deleted) Form No. 19) to the person

forms set forth herein (excluding Form No. 4-2 and Form No. 19) to the

responsible for operational management specified in the Execution Plan or

person responsible for operational management specified in the Execution

their supervisor without giving prior notice to NEDO.

Plan or their supervisor without giving prior notice to NEDO.

2. In addition to the provisions in the preceding paragraph, the Entrustee may

2. In addition to the provisions in the preceding paragraph, the Entrustee maydelegate the request for approval and notification in Forms No. 13, No. 20,

delegate the request for approval and notification in Forms No. 13, No. 20,

No. 20-1 and No. 22, as set forth herein to the head of the intellectual

No. 20-1 and No. 22, as set forth herein to the head of the intellectual

property department designated in the internal rules of the Entrustee

property department designated in the internal rules of the Entrustee

without giving prior notice to NEDO.

without giving prior notice to NEDO.

Article 49 (Administration of Collected Personal Information)

Article 49 (Administration of Collected Personal Information)

1. The Entrustee shall administer personal information (which shall refer to

1. The Entrustee shall administer personal information (which shall refer toinformation about a living individual that would be possible to identify that

information about a living individual that would be possible to identify thatspecific individual, due to its inclusion of a name, date of birth, or other suchspecific individual, due to its inclusion of a name, date of birth, or other suchinformation (including any information that can be readily collated with otherinformation (including any information that can be readily collated with otherinformation, and thereby identify that specific individual); the same shallinformation, and thereby identify that specific individual); the same shallapply hereinafter) that it collects through performance of the Contract Work

apply hereinafter) that it collects through performance of the Contract Work

with the due care of a good manager.

with the due care of a good manager.

2. When NEDO determines that the personal information provided for in the

2. When NEDO determines that the personal information provided for in thepreceding paragraph should be appropriately administered, NEDO may

preceding paragraph should be appropriately administered, NEDO may

separately provide the Entrustee with instructions as to necessary mattersseparately provide the Entrustee with instructions as to necessary mattersand the Entrustee shall follow such instructions.

and the Entrustee shall follow such instructions.

Article 49-2 (Management of Information Security)

Article 49-2 (Management of Information Security)

1. The Entrustee shall exercise caution in maintaining the confidentiality of all

1. The Entrustee shall exercise caution in maintaining the confidentiality of allStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

information that it obtains through the Contract Work, and shall be

information that it obtains through the Contract Work, and shall be

responsible for the prevention of disclosure.

responsible for the prevention of disclosure.

2. Information supplied by NEDO for the Contract Work shall not be used by
the Entrustee for any purpose other than the Contract Work.
3. If, as a result of completion of the Contract Work or termination of this

2. Information supplied by NEDO for the Contract Work shall not be used by
the Entrustee for any purpose other than the Contract Work.
3. If, as a result of completion of the Contract Work or termination of thisContract, information that was provided by NEDO to the Entrustee either onContract, information that was provided by NEDO to the Entrustee either on

paper or by an electronic medium (including a copy thereof) and which waspaper or by an electronic medium (including a copy thereof) and which was

designated as confidential by NEDO is no longer required, the Entrustee

designated as confidential by NEDO is no longer required, the Entrustee

shall promptly return the information to NEDO or destroy or otherwise erase

shall promptly return the information to NEDO or destroy or erase thethe information so that it is unrestorable or illegible by using such means as

information by such means as crushing, dissolution, or incineration so that it

crushing, dissolution, or incineration (deleted), and shall report on suchcannot be restored or continue to be readable, and shall report on suchdisposal to NEDO. Notwithstanding the foregoing, the Entrustee shall follow

disposal to NEDO. Notwithstanding the foregoing, the Entrustee shall follow

special instructions provided by NEDO, if any.

special instructions provided by NEDO, if any.

4. In case of any actual or potential security issue during the process of

4. In case of any actual or potential security issue during the process of

performance of the Contract Work, such as information disclosure, theperformance of the Contract Work, such as information disclosure, theEntrustee shall promptly take all necessary measures and report the issue toEntrustee shall promptly take all necessary measures and report the issue to

NEDO. In addition, the Entrustee shall follow instructions provided by

NEDO. In addition, the Entrustee shall follow instructions provided by

NEDO, if any.

NEDO, if any.

5. If requested by NEDO to confirm the status of performance of information

5. If requested by NEDO to confirm the status of performance of information

security measures, the Entrustee shall promptly report on the actual

security measures, the Entrustee shall promptly report on the actual

situation. In addition, NEDO may conduct an investigation to confirm thesituation. In addition, NEDO may conduct an investigation to confirm thestatus of progress on information security measures by the Entrustee, if

status of progress on information security measures by the Entrustee, if

deemed necessary.

deemed necessary.

6. In case the Entrustee entrusts part of the Contract Work to a third party

6. In case the Entrustee entrusts part of the Contract Work to a third party

under Article 2 or outsources it to a third party, the Entrustee shall ensure

under Article 2 or outsources it to a third party, the Entrustee shall ensurethat the third party will comply with the measures provided for inthat the third party will comply with the measures provided for inStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Paragraphs 1 to 5.

Paragraphs 1 to 5.

Article 50 (Utilization of Electronic Data Processing System)

Article 50 (Utilization of Electronic Data Processing System)

Requests and notifications made by the Entrustee through the use of an

Requests and notifications made by the Entrustee through the use of anelectronic data processing system provided by NEDO shall be governed byelectronic data processing system provided by NEDO shall be governed byprovisions separately established. However, this shall not preclude theprovisions separately established. However, this shall not preclude theEntrustee from submitting the forms specified in these General Conditions.

Entrustee from submitting the forms specified in these General Conditions.

Article 51 (Cooperation)

Article 51 (Cooperation)

For the purpose of smooth performance of the Contract Work, the Entrustee

For the purpose of smooth performance of the Contract Work, the Entrustee

shall, at its own expense, cooperate with NEDO in the matters listed in theshall, at its own expense, cooperate with NEDO in the matters listed in thefollowing items. Notwithstanding the foregoing, the expenses required forfollowing items. Notwithstanding the foregoing, the expenses required for

Item 5 shall be borne by NEDO.

Item 5 shall be borne by NEDO.

(i) Preparation of materials related to the Technical Results of the Contract(i) Preparation of materials related to the Technical Results of the Contract

Work (except for the Technical Results Report and Interim Annual Report).

Work (except for the Technical Results Report and Interim Annual Report).

(ii) Attendance at committee meetings organized by NEDO and preparation of(ii) Attendance at committee meetings organized by NEDO and preparation ofmaterials necessary for committee meetings.

materials necessary for committee meetings.

(iii) Preparation of materials and responses to hearings related to the budget(iii) Preparation of materials and responses to hearings related to the budgetof the Government of Japan and that pertain to the Contract Work.

of the Government of Japan and that pertain to the Contract Work.

(iv) Preparation of materials pertaining to an Interim Evaluation, Post(iv) Preparation of materials pertaining to an Interim Evaluation, Post

Evaluation, and Follow-Up Evaluation; responses to surveys on the status

Evaluation, and Follow-Up Evaluation; responses to surveys on the statusof acquisition and commercialization of Industrial Property Rights; andof acquisition and commercialization of Industrial Property Rights; andprovision of information, responses to hearings, and attendance atprovision of information, responses to hearings, and attendance atcommittee meetings.

committee meetings.

(v) Payment of taxes and public dues on NEDO property that is managed by(v) Payment of taxes and public dues on NEDO property that is managed by

the Entrustee under the provisions of Paragraph 3 of Article 20, andthe Entrustee under the provisions of Paragraph 3 of Article 20, andpurchase of insurance against damage to such property.

purchase of insurance against damage to such property.

Article 52 (Survival Clause)

Article 52 (Survival Clause)Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Both parties agree that the provisions of the Articles listed in the following

Both parties agree that the provisions of the Articles listed in the following

items shall survive expiration of the Contract Period or termination of thisitems shall survive expiration of the Contract Period or termination of thisContract under the provisions of Article 37, 38, or 39:

Contract under the provisions of Article 37, 38, or 39:(i) Matters that are in effect during a period specified in the relevant(i) Matters that are in effect during a period specified in the relevant

provisions:provisions:Paragraph 3 of Article 6, Paragraph 9 of Article 14, Paragraph 5 of Article
22, Paragraphs 1 and 4 of Article 24, and Paragraphs 3 to 6 of Article 29.
(ii) Matters that are in effect until the subject of the relevant provisions
ceases to exist:

Paragraph 3 of Article 6, Paragraph 9 of Article 14, and Paragraphs 3 to 6
of Article 29.
(ii) Matters that are in effect until the subject of the relevant provisions
ceases to exist:

Article 3, Article 19, Paragraphs 3 to 6 and Paragraph 8 of Article 20,

Article 3, Article 19, Paragraphs 3 to 6 and Paragraph 8 of Article 20,

Paragraphs 1, 2, and 7 to 14 of Article 20-2, Article 21, Article 25, Article

Article 21, Article 25, Article 26, Paragraphs 1 and 4 of Article 27, Article

26, Paragraphs 1 and 4 of Article 27, Article 28-4, Articles 31 to 34, Article

28-4, Articles 31 to 34, Article 41, Article 44, Article 49, Article 49-2, and

41, Articles 42 to 45, Article 47, Article 49, Article 49-2, and Item 5 of

Item 5 of Article 51.

Article 51.
(iii) Matters that remain in effect for one year after the day following the last(iii) Matters that remain in effect for one year after the day following the last

day of the fiscal year in which the Contract Period expires or is terminated:

day of the fiscal year in which the Contract Period expires or is terminated:

Article 9, and Items 1 to 3 of Article 51.

Article 9, and Items 1 to 3 of Article 51.

(iv) Matters that remain in effect for ten years after the day following the last(iv) Matters that remain in effect for ten years after the day following the last

day of the fiscal year in which the Contract Period expires or is terminated:

day of the fiscal year in which the Contract Period expires or is terminated:

Item 4 of Article 51.

Item 4 of Article 51.

Article 53 (Validity of Contracts Which Extend Beyond Medium to Long-Term

Article 53 (Validity of Contracts Which Extend Beyond Medium to Long-Term

Plan)

Plan)

Notwithstanding the provisions concerning the Contract Period, with regard to

Notwithstanding the provisions concerning the Contract Period, with regard to

the fiscal years after the final fiscal year of the Medium to Long-Term Plan of

the fiscal years after the final fiscal year of the Medium to Long-Term Plan of

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

NEDO, as stipulated in the Act on General Rules for Incorporated

NEDO, as stipulated in the Act on General Rules for Incorporated

Administrative Agencies (Act No. 103 of 1999; the "General Rules Act"), thisAdministrative Agencies (Act No. 103 of 1999; the "General Rules Act"), thisContract shall be effective subject to the authorization of a subsequentContract shall be effective subject to the authorization of a subsequentMedium to Long-term Plan of NEDO by the Minister of Economy, Trade andMedium to Long-term Plan of NEDO by the Minister of Economy, Trade andIndustry under the provisions of Article 35-5 of the General Rules Act.

Industry under the provisions of Article 35-5 of the General Rules Act.

Article 54 (Handling of Other Matters Not Stipulated Herein)

Article 54 (Handling of Other Matters Not Stipulated Herein)

Any question as to provisions hereof or matters not stipulated herein shall be

Any question as to provisions hereof or matters not stipulated herein shall be

resolved by both parties through mutual consultation.

resolved by both parties through mutual consultation.

Special Provisions

Special Provisions[Special Provisions 1][Special Provisions 1]

Article 1 (Termination of Contract Due to Misconduct Such as Bid Rigging)

Article 1 (Termination of Contract Due to Misconduct Such as Bid Rigging)

NEDO may terminate this Contract in any of the cases in the following items.

NEDO may terminate this Contract in any of the cases in the following items.

1. If, as a result of any act of the Entrustee in violation of the provisions of

1. If, as a result of any act of the Entrustee in violation of the provisions ofArticle 3 or Item 1 of Article 8 of the Act on Prohibition of Private

Article 3 or Item 1 of Article 8 of the Act on Prohibition of Private

Monopolization and Maintenance of Fair Trade (Act No. 54 of 1947; theMonopolization and Maintenance of Fair Trade (Act No. 54 of 1947; the"Antimonopoly Act"), the Entrustee falls under any of the following items:"Antimonopoly Act"), the Entrustee falls under any of the following items:(i) A Cease and Desist Order, as defined in Article 49 of the Antimonopoly Act,(i) A Cease and Desist Order, as defined in Article 49 of the Antimonopoly Act,has become final and binding.
(ii) A Surcharge Payment Order, as stipulated in Paragraph 1 of Article 62 of
the Antimonopoly Act, has become final and binding.
(iii) A notice to the effect that a surcharge payment order is not issued

has become final and binding.
(ii) A Surcharge Payment Order, as stipulated in Paragraph 1 of Article 62 of
the Antimonopoly Act, has become final and binding.
(iii) A notice to the effect that a surcharge payment order is not issued

pursuant to Paragraph 18 or 21 of Article 7-2 of the Antimonopoly Act, ispursuant to Paragraph 18 or 21 of Article 7-2 of the Antimonopoly Act, is

made.

made.

2. If a sentence of punishment on the Entrustee under the provisions of

2. If a sentence of punishment on the Entrustee under the provisions ofParagraph 1 of Article 89 or Paragraph 1 Item 1 of Article 95 of theParagraph 1 of Article 89 or Paragraph 1 Item 1 of Article 95 of the

Antimonopoly Act has become final and binding in regard to this Contract.

Antimonopoly Act has become final and binding in regard to this Contract.

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

3. If a sentence of punishment on the Entrustee (including its officers and/or

3. If a sentence of punishment on the Entrustee (including its officers and/or

employees, if the Entrustee is a corporation) under the provisions of Article

employees, if the Entrustee is a corporation) under the provisions of Article

96-6 or 198 of the Penal Code (Act No. 45 of 1907) has become final and

96-6 or 198 of the Penal Code (Act No. 45 of 1907) has become final andbinding in regard to this Contract.

binding in regard to this Contract.

Article 2 (Submission of Copy of Written Notice Pertaining to Misconduct Such

Article 2 (Submission of Copy of Written Notice Pertaining to Misconduct Suchas Bid Rigging)as Bid Rigging)

In case the Entrustee falls under any of the items in Paragraph 1 of the

In case the Entrustee falls under any of the items in Paragraph 1 of thepreceding Article, the Entrustee shall submit a copy of one of the documents

preceding Article, the Entrustee shall submit a copy of one of the documentsin the following items to NEDO:

in the following items to NEDO:(i) A Cease and Desist Order as stipulated in Paragraph 1, Article 61 of the(i) A Cease and Desist Order as stipulated in Paragraph 1, Article 61 of the

Antimonopoly Act.
(ii) A Surcharge Payment Order as stipulated in Paragraph 1, Article 62 of
the Antimonopoly Act.
(iii) A notice to the effect that a surcharge payment order is not issued

Antimonopoly Act.
(ii) A Surcharge Payment Order as stipulated in Paragraph 1, Article 62 of
the Antimonopoly Act.
(iii) A notice to the effect that a surcharge payment order is not issued

pursuant to Paragraph 18 or 21 of Article 7-2 of the Antimonopoly Act.

pursuant to Paragraph 18 or 21 of Article 7-2 of the Antimonopoly Act.

Article 3 (Compensation for Damage Due to Misconduct Such as Bid Rigging)

Article 3 (Compensation for Damage Due to Misconduct Such as Bid Rigging)

1. In case the Entrustee falls under any of the paragraphs of Article 1 in

1. In case the Entrustee falls under any of the paragraphs of Article 1 inconnection with this Contract, the Entrustee shall pay an amount equivalentconnection with this Contract, the Entrustee shall pay an amount equivalent

to 10 percent of the Contract Amount or, if the Contract Amount is amended

to 10 percent of the Contract Amount or, if the Contract Amount is amended

after execution hereof, the amended Contract Amount (if the calculated

after execution hereof, the amended Contract Amount (if the calculated

amount contains a fractional amount that is less than 100 yen, it shall beamount contains a fractional amount that is less than 100 yen, it shall be

rounded down to the nearest 100 yen increment), as a penalty (liquidated

rounded down to the nearest 100 yen increment), as a penalty (liquidated

damages) within the period specified by NEDO regardless of whether or not

damages) within the period specified by NEDO regardless of whether or not

NEDO terminates this Contract and without NEDO being required to

NEDO terminates this Contract and without NEDO being required todemonstrate the occurrence and amount of damage.

demonstrate the occurrence and amount of damage.

2. The provision of the preceding paragraph shall apply even after performance

2. The provision of the preceding paragraph shall apply even after performanceStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

under this Contract is completed.

under this Contract is completed.

3. In the case of Paragraph 1, in cases where the Entrustee is a trade

3. In the case of Paragraph 1, in cases where the Entrustee is a tradeassociation that has already been dissolved, NEDO may seek payment of a

association that has already been dissolved, NEDO may seek payment of apenalty by a person that was formerly a representative or member of thepenalty by a person that was formerly a representative or member of the

Entrustee. In this case, persons who were representatives or members of the

Entrustee. In this case, persons who were representatives or members of the

Entrustee shall be held jointly and severally responsible for payment of the

Entrustee shall be held jointly and severally responsible for payment of thepenalty.

penalty.

4. If the amount of actual damage caused to NEDO exceeds the amount of the

4. If the amount of actual damage caused to NEDO exceeds the amount of theliquidated damages provided for in Paragraph 1, the provisions of saidliquidated damages provided for in Paragraph 1, the provisions of said

paragraph shall not preclude NEDO from seeking the Entrustee to pay

paragraph shall not preclude NEDO from seeking the Entrustee to pay

compensation for the amount of the damage that exceeds the liquidated

compensation for the amount of the damage that exceeds the liquidated

damages.

damages.

5. If the Entrustee fails to pay the penalty in Paragraph 1 or the damages in the

5. If the Entrustee fails to pay the penalty in Paragraph 1 or the damages in thepreceding paragraph within the period specified by NEDO, the Entrustee

preceding paragraph within the period specified by NEDO, the Entrustee

shall pay NEDO overdue interest on the unpaid amount calculated fromshall pay NEDO overdue interest on the unpaid amount calculated fromstatutory interest rate specified by Section 404 Civil Code for the period fromstatutory interest rate specified by Section 404 Civil Code for the period fromthe day following the date of expiration of the period until the date on which

the day following the date of expiration of the period until the date on which

payment is made.

payment is made.

[Special Provisions 2][Special Provisions 2]

Article 4 (Termination of Contract Based on Attribute Requirements ofArticle 4 (Termination of Contract Based on Attribute Requirements ofInvolvement with Organized Crime Groups)

Involvement with Organized Crime Groups)

In case it is found that the Entrustee falls under any of the following items,

In case it is found that the Entrustee falls under any of the following items,

NEDO may terminate this Contract without advance notification:

NEDO may terminate this Contract without advance notification:(i) If the Corporation, Etc., (which shall refer to an individual, corporation, or(i) If the Corporation, Etc., (which shall refer to an individual, corporation, ororganization) is an organized crime group (which shall refer to anorganization) is an organized crime group (which shall refer to an

Organized Crime Group as defined in Item 2, Article 2 of the Act on

Organized Crime Group as defined in Item 2, Article 2 of the Act on

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Prevention of Unjust Acts by Organized Crime Group Members (Act No. 77

Prevention of Unjust Acts by Organized Crime Group Members (Act No. 77

of 1991); the same shall apply hereinafter), or any Officer of theof 1991); the same shall apply hereinafter), or any Officer of the

Corporation, Etc., (which shall refer to the individual itself in the case of an

Corporation, Etc., (which shall refer to the individual itself in the case of anindividual, an officer or a representative of a branch office or businessindividual, an officer or a representative of a branch office or businessoffice (where contracts of the Corporation, Etc. are regularly executed) inoffice (where contracts of the Corporation, Etc. are regularly executed) inthe case of a corporation, or a representative, director, or any otherthe case of a corporation, or a representative, director, or any otherindividual substantially involved in management in the case of anindividual substantially involved in management in the case of anorganization; (the same shall apply hereinafter) is an organized crimeorganization; (the same shall apply hereinafter) is an organized crimegroup member (which shall refer to an Organized Crime Group Member asgroup member (which shall refer to an Organized Crime Group Member as

defined in Item 6, Article 2 of the Act; the same shall apply hereinafter).

defined in Item 6, Article 2 of the Act; the same shall apply hereinafter).

(ii) If an Officer uses an organized crime group or an organized crime group(ii) If an Officer uses an organized crime group or an organized crime groupmember for the purpose of ensuring unjustified benefits to itself, theirmember for the purpose of ensuring unjustified benefits to itself, theircompany, a third-party, or for the purpose of inflicting harm on a third

company, a third-party, or for the purpose of inflicting harm on a third

party.

party.

(iii) If an Officer provides funds or benefits to an organized crime group or an(iii) If an Officer provides funds or benefits to an organized crime group or an

organized crime group member, thereby directly or indirectly cooperatingorganized crime group member, thereby directly or indirectly cooperatingwith or becoming involved in the maintenance and operation of thewith or becoming involved in the maintenance and operation of theorganized crime group.

organized crime group.

(iv) If an Officer intentionally retains a socially condemnable relationship(iv) If an Officer intentionally retains a socially condemnable relationshipwith an organized crime group or an organized crime group member.

with an organized crime group or an organized crime group member.

Article 5 (Termination of Contract in Connection with Subcontracts, Etc.)

Article 5 (Termination of Contract in Connection with Subcontracts, Etc.)

1. In case it is found that a subcontractor for this Contract (which shall refer to

1. In case it is found that a subcontractor for this Contract (which shall refer toa subcontractor (including subcontractors of all tiers in the case of multi-

a subcontractor (including subcontractors of all tiers in the case of multi-

layered subcontracting), a re-entrusted contractor (including all contractors

layered subcontracting), a re-entrusted contractor (including all contractors

subsequent to re-entrusted contractors), and a third party with which thesubsequent to re-entrusted contractors), and a third party with which the

Entrustee, its subcontractor, or re-entrusted contractor, enters into any

Entrustee, its subcontractor, or re-entrusted contractor, enters into any

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)individual contract in connection with this Contract; (the same shall apply

individual contract in connection with this Contract; (the same shall apply

hereinafter)) is a party for termination (which shall refer to a party fallinghereinafter)) is a party for termination (which shall refer to a party fallingunder the requirements set forth in the preceding Article; the same shallunder the requirements set forth in the preceding Article; the same shallapply hereinafter), the Entrustee shall immediately terminate its contracts

apply hereinafter), the Entrustee shall immediately terminate its contracts

with such a subcontractor or have its subcontractor terminate contracts with

with such a subcontractor or have its subcontractor terminate contracts withthe party for termination.

the party for termination.

2. NEDO may terminate this Contract if the Entrustee enters into a contract, or

2. NEDO may terminate this Contract if the Entrustee enters into a contract, or

approves a contract entered into by a subcontractor knowing that theapproves a contract entered into by a subcontractor knowing that the relevant

relevant subcontractor is a party for termination, or unreasonably fails to

subcontractor is a party for termination, or unreasonably fails to terminate

terminate the contract with the relevant subcontractor or to take measuresthe contract with the relevant subcontractor or to take measures for making

for making its subcontractor terminate the contract.

its subcontractor terminate the contract.

Article 6 (Compensation for Damages)

Article 6 (Compensation for Damages)

1. If NEDO terminates this Contract under the provisions of Article 4 or

1. If NEDO terminates this Contract under the provisions of Article 4 orParagraph 2 of the preceding Article, NEDO shall not be held responsible forParagraph 2 of the preceding Article, NEDO shall not be held responsible forcompensation for or indemnification of any damages caused to the Entrustee

compensation for or indemnification of any damages caused to the Entrustee

by such termination.

by such termination.

2. If NEDO terminates this Contract under the provisions of Article 4 or

2. If NEDO terminates this Contract under the provisions of Article 4 orParagraph 2 of the preceding Article, the Entrustee shall be held responsible

Paragraph 2 of the preceding Article, the Entrustee shall be held responsible

for compensation for damages caused to NEDO.

for compensation for damages caused to NEDO.

3. In case the Entrustee falls under the provisions of the preceding paragraph in

3. In case the Entrustee falls under the provisions of the preceding paragraph inconnection with this Contract, the Entrustee shall pay an amount equivalentconnection with this Contract, the Entrustee shall pay an amount equivalent

to 10 percent of the Contract Amount or, if the Contract Amount is amended

to 10 percent of the Contract Amount or, if the Contract Amount is amended

after execution hereof, the amended Contract Amount (if the calculated

after execution hereof, the amended Contract Amount (if the calculated

amount contains a fractional amount that is less than 100 yen, it shall beamount contains a fractional amount that is less than 100 yen, it shall be

rounded down to the nearest 100 yen increment) as a penalty (liquidated

rounded down to the nearest 100 yen increment) as a penalty (liquidated

damages) within the period specified by NEDO regardless of whether or not

damages) within the period specified by NEDO regardless of whether or notStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

NEDO terminates this Contract and without NEDO being required to

NEDO terminates this Contract and without NEDO being required todemonstrate the occurrence of and amount of damage.

demonstrate the occurrence of and amount of damage.

4. The provisions of the preceding paragraph shall apply even after performance

4. The provisions of the preceding paragraph shall apply even after performance

under this Contract is completed.

under this Contract is completed.

5. In Paragraph 3, in case the Entrustee is a trade association that has already5. In Paragraph 3, in case the Entrustee is a trade association that has alreadybeen dissolved, NEDO may seek payment of said penalty by a person thatbeen dissolved, NEDO may seek payment of said penalty by a person thatwas formerly a representative or member of the Entrustee. In this case,

was formerly a representative or member of the Entrustee. In this case,persons who were representatives or members of the Entrustee shall be held

persons who were representatives or members of the Entrustee shall be held

jointly and severally responsible for payment of the penalty.

jointly and severally responsible for payment of the penalty.

6. If the amount of actual damage caused to NEDO exceeds the amount of the

6. If the amount of actual damage caused to NEDO exceeds the amount of theliquidated damages set forth in Paragraph 3, the provisions of the paragraphliquidated damages set forth in Paragraph 3, the provisions of the paragraphshall not preclude NEDO from seeking the Entrustee to pay compensation forshall not preclude NEDO from seeking the Entrustee to pay compensation for

the amount of the damage that exceeds the liquidated damages.

the amount of the damage that exceeds the liquidated damages.

7. If the Entrustee fails to pay the penalty in Paragraph 3 or the damages in the

7. If the Entrustee fails to pay the penalty in Paragraph 3 or the damages in thepreceding paragraph within the period specified by NEDO, the Entrustee shallpreceding paragraph within the period specified by NEDO, the Entrustee shallpay NEDO overdue interest on the unpaid amount calculated at the legal

pay NEDO overdue interest on the unpaid amount at 5 percent per annum forinterest rate stipulated in Article 404 of the Civil Code for the period from thethe period from the day following the date of expiration of the period until the

day following the date of expiration of the period until the date on whichdate on which payment is made.

payment is made.
Article 7 (Notification and Report of Unlawful Intervention)

Article 7 (Notification and Report of Unlawful Intervention)

In case the Entrustee or its subcontractor is subject to unlawful intervention

In case the Entrustee or its subcontractor is subject to unlawful intervention

such as unlawful demands or obstruction of business ("Unlawful

such as unlawful demands or obstruction of business ("Unlawful

Intervention") by anti-social forces, including by an organized crime group,

Intervention") by anti-social forces, including by an organized crime group,

organized crime group member, or a person related to an organized crimeorganized crime group member, or a person related to an organized crimegroup, the Entrustee shall reject and have its subcontractor reject thegroup, the Entrustee shall reject and have its subcontractor reject the

Unlawful Intervention, promptly report to NEDO about the Unlawful

Unlawful Intervention, promptly report to NEDO about the Unlawful

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Intervention, notify the police, and provide any cooperation necessary forIntervention, notify the police, and provide any cooperation necessary forinvestigation by the police.

investigation by the police.

Supplementary ProvisionThis Standard Form shall come into effect as of April 1, 2004.
Supplementary ProvisionThis Standard Form shall come into effect as of April 1, 2005.
Supplementary ProvisionThis Standard Form shall come into effect as of April 1, 2006.
Supplementary Provisions

Supplementary ProvisionThis Standard Form shall come into effect as of April 1, 2004.
Supplementary ProvisionThis Standard Form shall come into effect as of April 1, 2005.
Supplementary ProvisionThis Standard Form shall come into effect as of April 1, 2006.
Supplementary Provisions

1. This Standard Form shall come into effect as of April 1, 2007.

1. This Standard Form shall come into effect as of April 1, 2007.

2. The provisions of Article 5 of the revised General Conditions and the2. The provisions of Article 5 of the revised General Conditions and therevised Calculation Criteria for Contract Work Expenses shall apply torevised Calculation Criteria for Contract Work Expenses shall apply tocontracts newly executed on and after the effective date of this Standard

contracts newly executed on and after the effective date of this Standard

Form, and with regard to contracts executed prior to said date, theForm, and with regard to contracts executed prior to said date, theprovisions then in force shall remain applicable.

provisions then in force shall remain applicable.

Supplementary Provisions
1. This Standard Form shall come into effect as of March 10, 2008, and shallbe applicable to projects commencing from fiscal year 2008.
2. Notwithstanding the foregoing, the provisions of Paragraph 1 of Article 31,

Supplementary Provisions
1. This Standard Form shall come into effect as of March 10, 2008, and shallbe applicable to projects commencing from fiscal year 2008.
2. Notwithstanding the foregoing, the provisions of Paragraph 1 of Article 31,

Article 31-2, and Paragraph 2 of Article 33 of the revised General

Article 31-2, and Paragraph 2 of Article 33 of the revised General

Conditions shall become applicable on the date on which the revision ofConditions shall become applicable on the date on which the revision of

Article 27 of the Statement of Operational Procedures of the New Energy

Article 27 of the Statement of Operational Procedures of the New Energy

and Industrial Technology Development Organization is approved by theand Industrial Technology Development Organization is approved by the

Minister of Economy, Trade and Industry.

Minister of Economy, Trade and Industry.

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Supplementary Provisions
1. This Standard Form shall come into effect as of March 10, 2009, and shallbe applicable to projects commencing from fiscal year 2009.
2. The provisions of the revised Calculation Criteria for Contract Work

Supplementary Provisions
1. This Standard Form shall come into effect as of March 10, 2009, and shallbe applicable to projects commencing from fiscal year 2009.
2. The provisions of the revised Calculation Criteria for Contract Work

Expenses shall apply to contracts newly executed in fiscal year 2009, andExpenses shall apply to contracts newly executed in fiscal year 2009, andwith regard to contracts executed prior to fiscal year 2009, the provisions

with regard to contracts executed prior to fiscal year 2009, the provisions

then in force shall remain applicable.

then in force shall remain applicable.

Supplementary Provisions

Supplementary Provisions

1. This Standard Form shall come into effect as of June 22, 2009.

1. This Standard Form shall come into effect as of June 22, 2009.

2. Notwithstanding the foregoing, the provisions of Articles 31 to 34 of the

2. Notwithstanding the foregoing, the provisions of Articles 31 to 34 of therevised General Conditions shall apply to contracts newly executed on andrevised General Conditions shall apply to contracts newly executed on andafter April 1, 2009, and with regard to contracts executed prior to suchafter April 1, 2009, and with regard to contracts executed prior to suchdate, the provisions then in force shall remain applicable.

date, the provisions then in force shall remain applicable.

Supplementary ProvisionThis Standard Form shall come into effect as of January 1, 2010.
Supplementary Provisions
1. This Standard Form shall come into effect as of March 10, 2010, and shallbe applicable to projects commencing from fiscal year 2010.
2. The provisions of the revised Calculation Criteria for Contract Work

Supplementary ProvisionThis Standard Form shall come into effect as of January 1, 2010.
Supplementary Provisions
1. This Standard Form shall come into effect as of March 10, 2010, and shallbe applicable to projects commencing from fiscal year 2010.
2. The provisions of the revised Calculation Criteria for Contract Work

Expenses shall apply to contracts newly executed in fiscal year 2010, andExpenses shall apply to contracts newly executed in fiscal year 2010, andwith regard to contacts executed prior to fiscal year 2010, the provisions

with regard to contacts executed prior to fiscal year 2010, the provisions

then in force shall remain applicable.

then in force shall remain applicable.

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Supplementary Provisions
1. This Standard Form shall come into effect as of March 10, 2011, and shallbe applicable to projects commencing from fiscal year 2011.
2. Notwithstanding the foregoing, the provision of Paragraph 3 Item 5 ofSupplementary Provisions
1. This Standard Form shall come into effect as of March 10, 2011, and shallbe applicable to projects commencing from fiscal year 2011.
2. Notwithstanding the foregoing, the provision of Paragraph 3 Item 5 of

Article 31 of the revised General Conditions shall apply to contracts newly

Article 31 of the revised General Conditions shall apply to contracts newly

executed on and after April 1, 2011, and with regard to contracts executed

executed on and after April 1, 2011, and with regard to contracts executed

prior to such date, the provisions then in force shall remain applicable.

prior to such date, the provisions then in force shall remain applicable.

Supplementary Provision
1. This Standard Form shall come into effect as of March 12, 2012, and shallbe applicable to projects commencing from fiscal year 2012.
Supplementary Provisions
1. This Standard Form shall come into effect as of February 25, 2013, andshall be applicable to projects commencing from fiscal year 2013.

Supplementary Provision
1. This Standard Form shall come into effect as of March 12, 2012, and shallbe applicable to projects commencing from fiscal year 2012.
Supplementary Provisions
1. This Standard Form shall come into effect as of February 25, 2013, andshall be applicable to projects commencing from fiscal year 2013.

2. Notwithstanding the foregoing, the provisions of Articles 20-2 and 20-3 of

2. Notwithstanding the foregoing, the provisions of Articles 20-2 and 20-3 ofthe revised General Conditions shall apply to contracts newly executed on

the revised General Conditions shall apply to contracts newly executed on

and after April 1, 2013, and with regard to contracts executed prior to suchand after April 1, 2013, and with regard to contracts executed prior to suchdate, the provisions then in force shall remain applicable.

date, the provisions then in force shall remain applicable.

Supplementary ProvisionThis Standard Form shall come into effect as of January 22, 2014.
Supplementary Provisions
1. This Standard Form shall come into effect as of March 14, 2014, and shallbe applicable to projects commencing from fiscal year 2014.

Supplementary ProvisionThis Standard Form shall come into effect as of January 22, 2014.
Supplementary Provisions
1. This Standard Form shall come into effect as of March 14, 2014, and shallbe applicable to projects commencing from fiscal year 2014.

2. Notwithstanding the foregoing, the provisions of Paragraph 2 of Article 3,

2. Notwithstanding the foregoing, the provisions of Paragraph 2 of Article 3,

Paragraph 4 of Article 14, Paragraph 2 of Article 26, and Paragraph 2 ofParagraph 4 of Article 14, Paragraph 2 of Article 26, and Paragraph 2 ofStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Article 27 of the revised General Conditions shall apply to contracts newly

Article 27 of the revised General Conditions shall apply to contracts newly

executed on and after April 1, 2014, and with regard to contracts executed

executed on and after April 1, 2014, and with regard to contracts executed

prior to such date, the provisions then in force shall remain applicable.

prior to such date, the provisions then in force shall remain applicable.

Supplementary Provisions
1. This Standard Form shall come into effect as of March 18, 2015, and shallbe applicable to projects commencing from fiscal year 2015.

Supplementary Provisions
1. This Standard Form shall come into effect as of March 18, 2015, and shallbe applicable to projects commencing from fiscal year 2015.

2. Notwithstanding the foregoing, the provisions of Paragraph 3 of Article 2,

2. Notwithstanding the foregoing, the provisions of Paragraph 3 of Article 2,

Paragraph 3 Item 4 of Article 31, and Paragraphs 1, 3, and 4 of Article 31-3

Paragraph 3 Item 4 of Article 31, and Paragraphs 1, 3, and 4 of Article 31-3of the revised General Conditions shall apply to contracts newly executedof the revised General Conditions shall apply to contracts newly executedon and after April 1, 2015, and with regard to contracts executed prior toon and after April 1, 2015, and with regard to contracts executed prior tosuch date, the provisions then in force shall remain applicable.

such date, the provisions then in force shall remain applicable.

Supplementary Provisions

Supplementary Provisions

1. This Standard Form shall come into effect as of July 1, 2015.

1. This Standard Form shall come into effect as of July 1, 2015.

2. Notwithstanding the foregoing, the provisions of Article 28-3, Article 31,

2. Notwithstanding the foregoing, the provisions of Article 28-3, Article 31,

Article 31-3, Article 31-4, Article 31-5, Article 35, and Article 48 of the

Article 31-3, Article 31-4, Article 31-5, Article 35, and Article 48 of therevised General Conditions shall apply to contracts newly executed on andrevised General Conditions shall apply to contracts newly executed on andafter November 15, 2015, and with regard to contracts executed prior toafter November 15, 2015, and with regard to contracts executed prior tosuch date, the provisions then in force shall remain applicable.

such date, the provisions then in force shall remain applicable.

Supplementary Provision
1. This Standard Form shall come into effect as of March 25, 2016, and shall

Supplementary Provision
1. This Standard Form shall come into effect as of March 25, 2016, and shallbe applicable to projects commencing from fiscal year 2016.

be applicable to projects commencing from fiscal year 2016.

Supplementary Provision

Supplementary Provision

1. This Standard Form shall come into effect as of April 1, 2017, and shall be

1. This Standard Form shall come into effect as of April 1, 2017, and shall beStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

applicable to projects commencing from fiscal year 2017.

applicable to projects commencing from fiscal year 2017.

Supplementary Provisions

Supplementary Provisions

1. This Standard Form shall come into effect as of March 30, 2018, and shallbe applicable to projects commencing from fiscal year 2018.

1. This Standard Form shall come into effect as of March 30, 2018, and shallbe applicable to projects commencing from fiscal year 2018.

2. Notwithstanding the foregoing, the provisions of Articles 28-4 of the revised

2. Notwithstanding the foregoing, the provisions of Articles 28-4 of the revised

General Conditions shall apply to projects publicly called on and after

General Conditions shall apply to projects publicly called on and after

April 1, 2018, and with regard to projects publicly called prior to such

April 1, 2018, and with regard to projects publicly called prior to suchdate, the provisions then in force shall remain applicable.

date, the provisions then in force shall remain applicable.

Supplementary Provision

Supplementary Provision

1. This Standard Form shall come into effect as of March 20, 2019, and shallbe applicable to projects commencing from fiscal year 2019.

1. This Standard Form shall come into effect as of March 20, 2019, and shallbe applicable to projects commencing from fiscal year 2019.

Supplementary Provisions
1. This Standard Form shall come into effect as of March 25, 2020, and shallbe applicable to projects commencing from fiscal year 2020.
2. Notwithstanding the foregoing, the provisions of Paragraph 3 Item 4 of
Article 31 and Article 45 of the revised General Conditions shall apply tocontracts executed on and after April 1, 2020, and with regard tocontracts executed prior to such date, the provisions then in force shallremain applicable.
(2) Forms(2) Forms

Form No. 1 Inspection Completion Report

Form No. 1 Inspection Completion Report

Form No. 2 Request for Continuation

Form No. 2 Request for Continuation

Form No. 3 Request for / Notification of Change of Contract Work Execution

Form No. 3 Request for / Notification of Change of Contract Work Execution

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Plan

Plan

Form No. 4-1 Invoice for Payment

Form No. 4-1 Invoice for Payment

Form No. 4-2 Request for Registration of Payment Account Number

Form No. 4-2 Request for Registration of Payment Account Number

Form No. 5 Contract Work Performance Report / Interim Performance Report

Form No. 5 Contract Work Performance Report / Interim Performance Report

Form No. 6 Deleted

Form No. 6 Deleted

Form No. 7 Deleted

Form No. 7 Deleted

Form No.8 Accident and Restoration Completion Report

Form No.8 Accident and Restoration Completion Report

Form No. 9 Revenue and Expenditure Report on Restoration Work

Form No. 9 Revenue and Expenditure Report on Restoration Work

Appendix: Detailed Statement of Revenue and Expenditure

Appendix: Detailed Statement of Revenue and Expenditure

Form No. 10 Notification of Contract Work Technical Results Report

Form No. 10 Notification of Contract Work Technical Results Report

Form No. 11 Notification of Contract Work Interim Annual Report

Form No. 11 Notification of Contract Work Interim Annual Report

Form No. 12 Request for Sealing

Form No. 12 Request for Sealing

Appendix 1 List of Items to Be Sealed

Appendix 1 List of Items to Be Sealed

Appendix 2 Power of Attorney

Appendix 2 Power of Attorney

Form No. 13 Request for Approval of Granting Exclusive License, Etc.

Form No. 13 Request for Approval of Granting Exclusive License, Etc.

Form No. 14 Deleted

Form No. 14 Deleted

Form No. 15-1 Deleted

Form No. 15-1 Deleted

Form No. 15-2 Deleted

Form No. 15-2 Deleted

Form No. 16 Deleted

Form No. 16 Deleted

Form No. 17 Notification of Attribution of Intellectual Property Rights

Form No. 17 Notification of Attribution of Intellectual Property Rights

Form No. 18 Deleted

Form No. 18 Deleted

Form No. 19 Request for Approval of Transfer of Rights and Obligations

Form No. 19 Request for Approval of Transfer of Rights and Obligations

Form No. 20 Request for Approval of Transfer of Intellectual Property Rights

Form No. 20 Request for Approval of Transfer of Intellectual Property Rights

Form No. 20-1 Notification of Transfer, Etc. of Intellectual Property Rights

Form No. 20-1 Notification of Transfer, Etc. of Intellectual Property Rights

Form No. 21 Confirmation Concerning Disposition of Acquired Property

Form No. 21 Confirmation Concerning Disposition of Acquired Property

Form No. 22 Notification of Waiver of Intellectual Property Rights

Form No. 22 Notification of Waiver of Intellectual Property Rights

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)(3) Appended Tables(3) Appended Tables

Appendix 1-1 Incurred Expenses Record

Appendix 1-1 Incurred Expenses Record

Appendix 1-2 Incurred Expenses Record (Breakdown of Corrected Amounts)

Appendix 1-2 Incurred Expenses Record (Breakdown of Corrected Amounts)

Appendix 1-3 Incurred Expenses Record (Summary Table)

Appendix 1-3 Incurred Expenses Record (Summary Table)

Appendix 2-1 Itemized Monthly Detailed Statement (for those requiring asset

Appendix 2-1 Itemized Monthly Detailed Statement (for those requiring asset

registration)
Appendix 2-2 Itemized Monthly Detailed Statement (for those not requiring
asset registration)

registration)
Appendix 2-2 Itemized Monthly Detailed Statement (for those not requiring
asset registration)

Appendix 3 Estimate of Design and Manufacturing Cost/ Processing Cost

Appendix 3 Estimate of Design and Manufacturing Cost/ Processing Cost

Appendix 4 Health Insurance Grade Certificate

Appendix 4 Health Insurance Grade Certificate

Appendix 5 Salary Certificate

Appendix 5 Salary Certificate

Appendix 6-1 Deleted

Appendix 6-1 Deleted

Appendix 6-2 Labor Hours Certificate (for managers, discretionary working

Appendix 6-2 Labor Hours Certificate (for managers; discretionary working

system and advanced professional system)
Appendix 7 List of Labor Unit Cost for NEDO Contract Work (unit cost perhour)system)Appendix 7 List of Labor Unit Cost for NEDO Contract Work (unit cost per
hour)

Appendix 8 Contract Work Daily Report

Appendix 8 Contract Work Daily Report

Appendix 9 Estimate of Labor Cost

Appendix 9 Estimate of Labor Cost

Appendix 10 List of Labor Unit Cost for NEDO Contract Work (for Contract

Appendix 10 List of Labor Unit Cost for NEDO Contract Work (for Contract-

Work effort researchers)

Work engagement-rate researchers)

Appendix 11 Contract Work Monthly Record

Appendix 11 Contract Work Monthly Record

Appendix 12-1 Deleted

Appendix 12-1 Deleted

Appendix 12-2 Certificate of Effort for Contract Work

Appendix 12-2 Certificate of Percentage of Engagement for Contract Work

Appendix 13 Deleted

Appendix 13 Deleted

Appendix 14 Deleted

Appendix 14 Deleted

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Appendix 15 Deleted

Appendix 15 Deleted

Appendix 16 Deleted

Appendix 16 Deleted

Appendix 17 Certificate of Exclusive Use

Appendix 17 Certificate of Exclusive Use(4) Calculation Criteria for Contract Work Expenses(4) Calculation Criteria for Contract Work Expenses