English Translation for Reference Use Only

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)

Revised on March 18, 2015
Revised on June 30, 2015
Revised on March 25, 2016
Revised on March 31, 2017
Revised on March 30, 2018
Revised on March 20, 2019
Revised on March 25, 2020
(Table of Contents)
Standard Form of Business Entrustment Contracts (for Universities and National Researchand Development Agencies, Etc.)(Table of Contents)
1. Form of Business Entrustment Contracts
2. General Conditions of Business Entrustment Contracts(1) Main Body
Chapter I. Performance of Contract Work (Articles 1 to 9)
Chapter II. Amendment Procedures (Articles 10 and 11)
Chapter III. Estimated Payment and Final Settlement Payment (Articles 12 to 19)
Chapter IV. Management, Etc. of Acquired Property (Articles 20 to 22)
Chapter V. Handling of Technical Results and Intellectual Property Rights
Section 1. Definitions (Article 23)
Section 2. Handling of Technical Results (Articles 24 to 27)
Section 3. Intellectual Property Rights (Articles 28 to 34)
Chapter VI. Miscellaneous Provisions (Articles 35 to 53)
Special Provisions
Supplementary Provisions(2) Forms(3) Appended Tables (for Universities and National Research and Development
Agencies, Etc.)(4) Calculation Criteria for Contract Work Expenses Calculation Criteria forContract Work Expenses (for Universities)

Calculation Criteria for Contract Work Expenses (for National Research andDevelopment Agencies, Etc.)
1. Form of Business Entrustment Contracts (for Universities and National Research andDevelopment Agencies, Etc.)
This entrustment contract (this "Contract") is made and entered into by the National
Research and Development Agency New Energy and Industrial Technology Development
Organization ("NEDO") and **** (the "Entrustee").
Article 1 (Contract Work)NEDO agrees to entrust business relating to the research and development items mentioned
below (the "Contract Work") to the Entrustee, and the Entrustee agrees to accept such
entrustment.
Research and development items: "***** (Major item) ***** (Second item) ***** (Third item)"
Article 2 (Contract Amount, Etc.)
NEDO shall pay to the Entrustee the expenses necessary for the Entrustee to perform theContract Work, within the limits of the contract amount specified below (the "Contract
Amount").
Contract Amount JPY ****
(including consumption tax and local consumption tax of JPY ****)
Notwithstanding the foregoing, the maximum amount of expenses for performance of theContract Work that NEDO shall pay to the Entrustee in 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:
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 *****)(Note: This proviso shall be included only in the case of multi-year contracts.)
Article 3 (Contract Period)
The period for performance of the Contract Work (the "Contract Period") shall be as follows:
Contract Period

From [Month, day, year]

to [Month, day, year]

Article 4 (Performance of Contract Work)
1. The Entrustee shall perform the Contract Work in accordance with the General Conditions2

adopted by NEDO and the Special Conditions attached to the General Conditions (the"Conditions"), as well as the laws, regulations, and provisions hereof.
2. The Conditions defined in the preceding paragraph shall include:
General Conditions of Business Entrustment Contract
General Conditions of Business Entrustment Contract (for Universities, and National
Research and Development Agencies, Etc.)
Special Conditions (****)(Note: In case of multiple Entrustees, specify the name of the General Conditions orSpecial Conditions applicable to each Entrustee.)
3. In case any article, paragraph, or item in the Conditions mentioned in the preceding
paragraph is revised by NEDO after execution of this Contract, the revised Conditions
shall apply. In such cases, the Entrustee may request NEDO to prepare a written
amendment to this Contract.
Article 5 (Execution Plan)
The purpose, contents, and main site of the Contract Work as well as a breakdown of theexpenses necessary for performing the Contract Work, shall be stipulated in an execution
plan for the Contract Work, to be separately approved by NEDO (the "Execution Plan").
Article 6 (Contract Guarantee)
NEDO shall exempt the Entrustee from payment of a full contract guarantee for thisContract.
Article 7 (Agreed Foreign Exchange Rate)
In case the Entrustee (including its Re-Entrusted Contractor or Joint Contractor) is ajuridical person organized under laws other than the laws of Japan, and the currency inwhich the expenses necessary for performing the Contract Work are disbursed is ****, theexchange rate to be used to convert the amount to be paid by NEDO under this Contract into
JPY shall be as follows:
Agreed exchanged rateyen/****(Note: If the above provision on an exchange rate is unnecessary, delete this Article andrenumber Article 8 to Article 7, and renumber Article 9 to Article 8.)
Article 8 (Measures Against Misconduct, Etc.)
In case the Entrustee engages in misconduct or makes a false report in connection with thisentrustment contract, NEDO may take any measures necessary for the prevention andcorrection of such acts.
Article 9 (Survival Clause)3

Both parties agree that the provision of the preceding Article shall survive expiration of theContract Period or termination of this Contract until the subject of the measures ceases toexist.
IN WITNESS WHEREOF, both parties have executed this Contract in **** by placing theirrespective signatures and seals thereon, and each party shall keep one original.
[Month, day, year]
NEDO: 1310 Omiya-cho, Saiwai-ku, Kawasaki City Kanagawa Prefecture Japan
National Research and Development Agency New Energy and Industrial Technology
Development Organization
Chairperson
Entrustee::4

2. General Conditions of Business Entrustment Contracts (for Universities and National
Research and Development Agencies, Etc.)(1) Main Body
Chapter I Performance of Contract Work
Article 1 (Performance of Contract Work)
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 Work shall be performed inaccordance with the changed Execution Plan.
2. In the event an accident or other serious event that may prevent performance of theContract Work occurs during the Contract Work, the Entrustee shall 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 days of the occurrence of the event.
Article 2 (Re-Entrustment, Etc.)
1. The Entrustee shall not entrust all or part of the Contract Work to a third party ("ReEntrustment"); provided, however, that this shall not apply to Re-Entrustment of the partof the Contract Work that is stipulated in the 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 Contract Amount (which shall be the Contract Amount for the ReEntrusting Entrustee in case of multiple Entrustees).
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 for any act of the third party
to which the Entrustee entrusts the Contract Work (the "Re-Entrusted Contractor").
3. In case part of the Contract Work is Re-Entrusted, the Entrustee shall enter into anagreement with the Re-Entrusted Contractor regarding matters necessary for the
Entrustee to comply with this Contract, and matters designated by NEDO.
Notwithstanding the provisions hereof, in case the Entrustee Re-Entrusts part of theContract Work to a national or public research institute, incorporated administrative
agency (including a national research and development agencies), national university
corporation, or any other organization equivalent thereto ("National Institutes, Etc.") ofJapan, such Re-Entrustment may be governed by rules for entrusted research of therelevant National Institutes, Etc. if the Entrustee guarantees the provisions of thefollowing items:(i) If NEDO wishes to perform an inspection of a Re-Entrusted Contractor as deemednecessary, it may do so in the presence of the Entrustee.
(ii) If NEDO performs the inspection mentioned in the preceding item, the Entrustee
shall request that the Re-Entrusted Contractor cooperate in the submission of reports
and materials that may assist in the inspection.
4. In case the Entrustee Re-Entrusts the Contract Work to a contractor other than National
5

Institutes, Etc., and private universities under Paragraph 1, ownership of Acquired
Property (which shall refer to buildings, structures, machinery, vehicles, tools,
instruments, and furniture) purchased or manufactured by the Re-Entrusted Contractor toperform the Contract Work having an acquisition cost of 500,000 yen or more and an
estimated useful life of one year or longer (Acquired Property having an acquisition cost of
500,000 yen or more and an estimated useful life of one year or longer shall hereinafter bereferred to as a "Registered Assets") shall be vested in the Entrustee upon an acceptanceinspection or completion inspection by the Re-Entrusted Contractor, and mattersconcerning the ownership and handling of such assets after completion of the Contract
Work shall be stipulated in the Re-Entrustment Contract.
5. In case the Registered Assets of the Re-Entrusted Contractor provided for in the preceding
paragraph do not belong to the Entrustee, the Registered Assets shall belong to NEDO
through the Entrustee, and handling of the Registered Assets by the Re-Entrusted
Contractor shall be stipulated in the Re-Entrustment contract with the provisions ofParagraphs 3 to 7 of Article 20 and Article 20-2 of the General Conditions of Business
Entrustment Contract applied mutatis mutandis (excluding "items of Acquired Property
which are deemed appropriate to be assigned to the Purchaser Candidate provided for in
Paragraph 6" mentioned in Paragraphs 6 and 7 of Article 20-2 of the General Conditions ofBusiness Entrustment Contracts). In this case, in the provisions of the General Conditionsof Business Entrustment Contracts to be applied mutatis mutandis, the term "NEDO" isreplaced with "the National Research and Development Agency New Energy andIndustrial Technology Development Organization", the term "Entrustee" shall be replacedwith "Re-Entrusted Contractor," and the term "Contract Work" shall be replaced with "ReEntrustment Work", and, in Paragraph 6 of Article 20 of the General Conditions ofBusiness Entrustment Contracts, the term "expenses recognized by NEDO" shall be
replaced with "expenses recognized by the Entrustee."
6. The provisions of Paragraphs 1 to 5 of this Article shall apply mutatis mutandis to cases inwhich the Entrustee performs part of the Contract Work jointly with a third party ("Joint
Performance"). In such cases in these provisions, the term "Re-Entrustment" shall be
replaced with "Joint Performance," and the term "Re-Entrusted Contractor" shall be
replaced with "Joint Contractor;" in Paragraph 3 the term "rules for entrusted research"shall be replaced with "rules for Joint Performance;" in Paragraph 4 the term "shall bevested in the Entrustee" shall be replaced with "shall be vested in the Entrustee up to thepercentage equivalent of the share of research expenses to be paid by the Entrustee under
the Joint Performance contract between the Entrustee and the Joint Contractor;" inParagraph 5 the term "belong to NEDO" shall be replaced with "belong to NEDO up to thepercentage equivalent of the share of research expenses to be paid by the Entrustee under
the Joint Performance contract between the Entrustee and the Joint Contractor," the term
"Paragraphs 3 to 7 of Article 20 of the General Conditions of Business Entrustment
6

Contracts" shall be replaced with "Paragraphs 3 to 7 of Article 22 of the General
Conditions of Joint Research Contracts" and the term "Article 20-2 of the General
Conditions of Business Entrustment Contracts " shall be replaced with "Article 22-2 of theGeneral Conditions of Joint Research Contracts;" and, in Article 22 and Article 22-2 of theGeneral Conditions of Joint Research Contracts the term "the share of NEDO" shall be
replaced with "the share of NEDO which is equivalent to the share of research expenses tobe paid by the Entrustee under the Joint Performance contract between the Entrustee and
the Joint Contractor."
Article 3 (Assignment of Rights and Obligations)
1. If the Entrustee intends to assign or transfer any right or obligation under this Contract toa third party, the Entrustee shall submit a Request for Approval of Transfer of Rights andObligations (Form No. 1) to NEDO and obtain the approval of NEDO in advance.
2. The Entrustee shall not assign, transfer, pledge or make any other encumbrance ordisposition to a third party any of its claims arising from this Contract, except as approvedin advance by NEDO.
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)
1. NEDO may take the measures listed in the following items, if such measures are deemednecessary for NEDO to understand the status of the progress of the Contract Work:(i) To request the Entrustee to report on the progress and performance method of theContract Work.
(ii) To dispatch personnel of NEDO to the sites of the Contract Work, and attend to theperformance.
2. NEDO may discuss with the Entrustee and give the Entrustee any instructions necessary
for performance of the Contract Work, if it is deemed particularly necessary after themeasures under the preceding paragraph are taken. Notwithstanding the foregoing, incases where the instruction to be given by NEDO relates to any change in the Execution
Plan, the provisions of Article 10 or Article 11 shall apply.
3. If in case of a contract with multiple parties for one specific Contract Work item it isdeemed appropriate to have one of the contractors perform the inspections provided for in
Paragraph 1 and Paragraph 2 Item 1 of Article 14, NEDO may have the contractor (the"Representative Party") perform the 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 tocontractors other than the Representative Party. In this case, the Representative Party
shall be responsible for the inspection of contractors other than the Representative Party.
4. In case the Representative Party performs the inspections provided for in Paragraph 1 and7

Paragraph 2 Item 1 of Article 14 under the provisions of the preceding paragraph, theRepresentative Party shall promptly report the results to NEDO using an Inspection
Completion Report (Form No. 2).
5. The provisions of Paragraphs 3 to 6 of Article 14 shall apply mutatis mutandis toinspections under the provisions of Paragraph 3. In this case, the term "NEDO" inParagraphs 3 to 6 of Article 14 shall be replaced with "the Representative Party."
Article 5 (Incurrence of Expenses Necessary for Performing Contract Work)The Entrustee shall incur expenses necessary for performing the Contract Work, in
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 be incurred in accordance with theitems listed in the estimated expense table of the changed Execution Plan.
Article 5-2 (Application of Operational Policy to Adopted Subjects for Special Zone forInnovative Technology)
In case the Entrustee applies for the Special Zone for Innovative Technology under the "Basic
Policy on Economic and Fiscal Reform 2008" (Cabinet Decision dated June 27, 2008; such a
special zone shall hereinafter be referred to as the "Super Special Zone"), and all or part of
the Contract Work is selected as an adopted subject for the Super Special Zone, expenses
may, upon notification of such selection, be handled in a comprehensive and efficient manner
under the "Policy for Comprehensive and Efficient Operation of Research Funds in Super
Special Zones" (the "Operational Policy") regardless of the provisions of this Contract.
Article 6 (Keeping Accounting Records)
1. The Entrustee shall keep designated accounting books related to expenses necessary for
performing the Contract Work, and shall clearly record the amount of each disbursement.
2. If the Entrustee is a national university corporation, inter-university research institutecorporation, public university, private university, or college of technology ("University,
Etc."), it shall record all expenses necessary for performing the Contract Work inaccordance with the expense items set forth in the Calculation Criteria for Contract Work
Expenses (for Universities), and if the Entrustee is a national research and development
agency, incorporated administrative agency, or local incorporated administrative agency("National Research and Development Agency, Etc."), it shall record all expenses necessary
for performing the Contract Work in the accounting books provided for in the preceding
paragraph in accordance with the expense items specified in the Calculation Criteria forContract Work Expenses (for National Research and Development Agencies) and shallorganize and retain all documents for certifying or describing the contents of
disbursements.
3. The period for retention of the accounting books and documents provided for in the8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 from April 1 to March 31 of thefollowing year; the same shall apply hereinafter) in which the Contract Period ends.
Article 7 (Performance of Interim Evaluation)
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 paragraph (the"Interim Evaluation"), NEDO may amend the content of this Contract at its own
discretion, even during the Contract Period.
3. Depending on the results of the Interim Evaluation, NEDO may decide not to conclude a
subsequent business entrustment contract.
Article 8 (Performance of Post Evaluation and Follow-Up Evaluation, Etc.)
After the expiration of the performance period defined in a basic plan separately adopted by
NEDO (or an implementation policy separately adopted by NEDO, in the case of researchand development for which no basic plan has been adopted; hereinafter referred to as the"Basic Plan, Etc."), NEDO may perform a technical evaluation (the "Post Evaluation") andconduct a survey on the status of commercialization (the "Follow-Up Evaluation, Etc.").
Notwithstanding the foregoing, if deemed necessary by NEDO, the Post Evaluation may be
performed during the fiscal year in which the performance period ends.
Article 9 (Request for Continuation)
In case the Entrustee wishes to continue a business entrustment contract for research anddevelopment for which the performance period defined in the basic plan separately adopted
by NEDO extends beyond the expiration of the Contract Period, the Entrustee shall submit
Form No. 3 and specify research outline, a research and development performance plan,necessary expenses, etc., for continuing the contract to NEDO, prior to the starting date of
the following contract period.
Chapter II Amendment Procedures
Article 10 (Amendment of Contract)
1. Either party may amend the contents of this Contract with the approval of the other party
in any of the following cases:(i) If an amendment is necessary with regard to the Contract Amount, the Contract
Period, or the purpose of the Contract Work as set forth in the Execution Plan during
the performance of the Contract Work; or(ii) If performance of part of this Contract under the conditions set forth herein isrendered difficult due to a significant change in economic conditions or a natural
disaster.
9

2. If this Contract has a Contract Period that extends beyond a fiscal year and an
amendment is necessary due to a change in the budget or policies of the Government ofJapan, NEDO may amend the content of this Contract.
Article 11 (Change in Execution Plan, Etc.)
1. If the Entrustee intends to amend the content of this Contract under the provisions of thepreceding Article, or if a major change is necessary for other reasons with regard to thecontent of the Execution Plan, the Entrustee shall submit one copy of a Request for
Change of Contract Work Execution Plan (Form No. 4) to NEDO for its review.
Notwithstanding the foregoing, if NEDO, upon the request of the Entrustee, determines inadvance that the change is so minor as to not affect performance of the Contract Work, theprovisions of Paragraphs 5 and 6 shall apply.
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 the contents of therequest and approve the change if the request is found to be appropriate.
3. In case of a request by the Entrustee under the provisions of Paragraph 1, NEDO shallnotify the Entrustee of its decision to approve or reject the change within ten days after
receipt of the request.
4. If NEDO approves the Request for Change of Contract Work Execution Plan under theprovisions of Paragraph 2, it shall take the following procedures:(i) A contract amendment shall be concluded if the contents of this Contract are amended
under the provisions of the preceding Article.
(ii) In case of a major change in the contents of the Execution Plan under the provisionsof Paragraph 1, a contract amendment shall be deemed to have been concluded upon
the approval of NEDO.
(iii) Notwithstanding the provisions of Paragraph 1, if the Contract Amount is amended
as a result of a change in the consumption tax rate (including postponement of achange in the consumption tax rate), preparation of a written contract of amendment
may be omitted. In this case, the contract amendment shall be deemed to have beenconcluded upon the approval of NEDO.
5. In the event of a minor change in the content of the Execution Plan as set forth in thelatter part of Paragraph 1, the Entrustee shall submit one copy of a Notification of Changeof Contract Work Execution Plan (Form No. 3).
6. When NEDO receives the Notification of Change of Contract Work Execution Plan under
the provisions of the preceding paragraph, a contract amendment shall be deemed to havebeen concluded on the date of such receipt.
7. Either party shall promptly notify the other party of any change in its representative,
address, or name.

10Chapter III Estimated Payment and Final Settlement Payment
Article 12 (Estimated Payment)
1. NEDO may pay any expenses necessary for performing the Contract Work to the
Entrustee duringthe Contract Period ("Estimated Payment") if such payment is deemednecessary for the Entrustee.
2. To request Estimated Payment under the provisions of the preceding paragraph, theEntrustee shall submit an Invoice for Payment (Form No. 5-1). Notwithstanding theforegoing, an invoice form used by National Research and Development Agency, Etc. may
be substituted for the Invoice for Payment in Form No.5-1 if approved by NEDO.
Article 13 (Submission of Performance Reports, Etc.)
1. The Entrustee shall submit one copy of a Contract Work Performance Report (Form No.6),(deleted), to NEDO before the earlier of the date of either the completion of the Contract
Work (or within 30 days from the day following the date of termination, if this Contract isterminated under the provisions of Article 36, 37, or 38) or the date of expiration of theContract Period.
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 Submission Date"), submit one
copy of a Contract Work Interim Performance Report (Form No.6) relating to the Contract
Work that has been completed in the relevant fiscal year.
Article 14 (Inspections and Requests for Reports)
1. Upon receipt of the Contract Work Performance Report or Contract Work Interim
Performance Report (collectively referred to as "Performance Report, Etc.") provided for in
the preceding Article, NEDO shall promptly inspect the content of the Performance
Report, Etc.
2. In addition to the inspection provided for in the preceding paragraph, NEDO may conduct
the inspections in the following items:(i) Inspections on the status of disbursement of expenses necessary for performing theContract Work during the Contract Period.
(ii) Other inspections deemed necessary by NEDO.
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, request that the Entrustee submit
reports and materials that may assist in the inspections.
(i) Consistency between the content of research and development described in the
Performance Report, Etc. and disbursed expenses.
(ii) Consistency between the contents of the Execution Plan and the Performance Report,Etc.
(iii) The status of plant construction, production of machinery, and plant and machinery11

operation.
(iv) Accounting books and documents listed in Article 6.
(v) Other matters deemed necessary by NEDO, in connection with the Contract Work.
4. If NEDO determines that facts need to be confirmed, the Entrustee shall request that its
suppliers cooperate in the submission of reports and materials that may assist in NEDO’s
inspections.
5. NEDO may conduct the inspections provided for in Paragraphs 1 and 2 at the factories,
laboratories, or other offices of the Entrustee (including the places of business of the ReEntrusted Contractor and Joint Contractor of the Entrustee, and the Joint Contractor of
the Re-Entrusted Contractor; the same shall apply hereinafter).
6. To conduct the inspections mentioned in Paragraphs 1 and 2, NEDO shall notify the
Entrustee in advance of the place, time, and date of the inspection, the personnel in chargeof the inspection, and other matters necessary for performance of the inspection.
7. If the Entrustee receives the notification set forth in the preceding paragraph, theEntrustee shall prepare the documents listed in the Appended Table (for Universities, andNational Research and Development Agencies, Etc.) of these General Conditions, and anyother documents specified by NEDO in advance, and shall dispatch personnel that can
explain the contents of the Contract Work and accounting to the place of inspection
specified by NEDO, at the expense of the Entrustee.
8. Officials of the Ministry of Economy, Trade and Industry, which is the ministry responsible
for NEDO, may attend inspections if such attendance is deemed necessary by NEDO, andthe Entrustee shall accept such attendance.
9. NEDO may conduct the inspections provided for in Paragraph 2 Item 2 during the five
years from the day following the last day of the fiscal year in which the Contract Period
ends.
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 Article(including the report from the Representative Party under Paragraph 4of Article 4), NEDO
determines after completion of the Contract Work or expiration of the Contract Period that
all expenses necessary for performing the Contract Work conform to the contents of thisContract, NEDO shall determine the amount which is the lesser of the amount of expenses
necessary for performing the Contract Work or the Contract Amount, as the 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 accordancewith the Calculation Criteria for Contract Work Expenses (for Universities) in the case of
University, Etc. and in accordance with the Calculation Criteria for Contract Work
Expenses (for National Research and Development Agencies) in the case of National
Research and Development Agency, Etc.
12

Article 16 (Invoice and Payment of Determined Amount)
1. Upon receipt of the notification provided for in Paragraph 1 of the preceding Article, theEntrustee shall charge NEDO the amount determined under the provisions of Paragraph 1of the preceding Article (the "Determined Amount") by means of an Invoice for Payment(Form No. 5-1) or an invoice provided for in Paragraph 2 of Article 12. Notwithstanding theforegoing, if Estimated Payment has already been made under the provisions of Article 12,
the Entrustee shall charge the Determined Amount after deducting the amount of
Estimated Payment.
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 of the preceding paragraph.
3. Notwithstanding the provisions of the preceding paragraph, if NEDO receives an Invoicefor Payment from the Entrustee and finds that all or part of it is incorrect, NEDO may
return the invoice to the Entrustee with an explanation of the reason(s) for returning theinvoice. In this case, the number of days from the date of the return of the invoice to thedate when NEDO receives the corrected Invoice for Payment shall not be included in theAgreed Period.
Article 17 (Offset)
In case the Entrustee has a monetary obligation to NEDO, NEDO may offset the amountpayable to the Entrustee under this Contract by the amount of the Entrustee’s monetary
obligation to NEDO.
Article 18 (Overdue Interest)
In case NEDO fails to pay the Determined Amount to the Entrustee within the Agreed
Period, it shall pay to the Entrustee overdue interest on the unpaid amount calculated at thelegal interest rate stipulated in Article 404 of the Civil Code, for the period from the day
following the date of expiration of the Agreed Period to the date on which payment
procedures are taken at the bank of NEDO. However, if NEDO fails to pay the Determined
Amount within the Agreed Period due to a natural disaster or other cause not attributable tothe fault of NEDO, the duration of such a cause shall not be included in the number of days
to be used for calculation of overdue interest.
Article 19 (Refund of Overpayments)
1. The Entrustee shall, upon a request by NEDO, refund an overpaid amount of expenses
necessary for performing the Contract Work that have already been paid in the form of
Estimated Payment (the "Overpayment of Estimated Payment" or " Overpayment" ) to
NEDO if any of the following items apply:(i) If the amount of Estimated Payment exceeds the Determined Amount set forth in
13

Paragraph 1 of Article 15.
(ii) If the amount of Estimated Payment exceeds the amount to be paid by NEDO under
the provisions of Paragraph 1 of Article 39.
(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 the provisions ofParagraph 2, Article 39.
(iv) Any other Overpayment of Estimated Payment.
2. If as a result of the inspection under Paragraph 2 Item 2 of, Article 14 an overpaid amountof the expenses necessary for performing the Contract Work that has already been paid
under the provisions of Paragraph 2, Article 16 (the "Overpayment of Determined Amount"or “Overpayment”) is detected, the Entrustee shall, upon the request of NEDO, refund theOverpayment of Determined Amount to NEDO.
3. If the Entrustee fails to refund the Overpayment provided for in the preceding two
paragraphs no later than the due date specified by NEDO, it shall refund theOverpayments while adding a late charge on the unrefunded amount calculated at thelegal interest rate stipulated in Article 404 of the Civil Code, for the period from the day
following the specified due date to the date of refund. However, this shall not apply to
projects financed by National Grants.
Chapter IV Management, Etc. of Acquired Property
Article 20 (Management, Etc. of Acquired Property)
1. Ownership of Acquired Property (which shall refer to buildings, structures, machinery,
vehicles, tools, instruments, and furniture) purchased or manufactured by the Entrustee
to perform the Contract Work shall be vested in the Entrustee upon an acceptanceinspection or completion inspection by the Entrustee.
2. The Entrustee shall manage the Acquired Property belonging to the Entrustee as provided
for in the preceding paragraph with the due care of a good manager until the terminationof this Contract. However, property owned by NEDO or loaned to NEDO by a third party
which is then loaned to the Entrustee ("Loaned Property") shall be managed by the
Entrustee from the date of the loan until the date on which the Entrustee delivers the
Loaned Property to a party designated by NEDO in accordance with the instructions of
NEDO.
3. The Entrustee shall separately control the Acquired Property by attaching an
identification label to distinguish the Acquired Property from other assets.
4. The Entrustee shall not use the Acquired Property for any purpose other than theContract Work, unless approved by NEDO.
5. In case all of the conditions specified in the following items are met, the approval of NEDO
provided for in the preceding paragraph shall be deemed to have been obtained and the
Entrustee may use the Acquired Property for research and educational activities other14

than the Contract Work:(i) Promotion of the Contract Work is not hindered.
(ii) Acquired Property is not used for any profitable business.
(iii) Actual expenses for use of Acquired Property and repair costs, if any, shall be borneby the Entrustee.
(iv) If NEDO requests that the Entrustee report on the status of its use of the Acquired
Property for activities other than the Contract Work, the Entrustee shall respond tosuch a request.
6. The Entrustee shall be responsible for expenses required for the management of Acquired
Property which are not included in the expenses recognized by 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, termination.
7. The provisions of Paragraphs 3, 4, and 6 shall apply mutatis mutandis to the managementof Loaned Property, which is installed and used at the site of performance by the Entrustee
for the purpose of performance of the Contract Work.
8. The Entrustee shall promptly notify NEDO if any byproducts having value such as
electricity, hot or cold energy, liquid oil, or chemical products ("Byproducts"), areanticipated to be generated as a result of the performance of the Contract Work.
9. When notified as set forth in the preceding paragraph, NEDO shall provide the Entrusteewith instructions as to the methods of disposal of the Byproducts.
10. The Entrustee shall promptly report to NEDO if it disposes of any Byproducts asprovided in the preceding paragraph.
Article 20-2 (Demolition and Removal of Loaned Property)
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 20-2 in accordance with provisions
separately established.
Article 21 (Reparation for Acquired Property, Etc.)
In case the Entrustee loses or damages Acquired Property or Loaned Property, the Entrustee
shall restore the Acquired Property or Loaned Property to its original condition throughrepair, replacement and manufacture of components ("Restoration Work, Etc.").
Notwithstanding the foregoing, the Entrustee shall follow special instructions, if any, given
by NEDO.
Article 22 (Insurance for Loaned Property)
1. NEDO shall take out insurance on Acquired Property belonging to NEDO as set forth inParagraph 2 of Article 20 if such insurance is deemed necessary for smooth performance of
the Contract Work. Notwithstanding the foregoing, if it is deemed appropriate for the15

Entrustee to take out insurance, the Entrustee may do so with the approval of NEDO.
2. In case of any accident covered by an insurance policy, involving the Acquired Property forwhich the insurance is maintained under the provisions of the preceding paragraph, theEntrustee shall promptly take the measures specified in the following items, and perform
Restoration Work, Etc., for the Acquired Property on its own, or through a contract with athird party, after obtaining acknowledgment from NEDO:(i) Measures such as preservation of evidence, photographic recording, and prevention ofsubsequent damage.
(ii) Reporting on the status relating to occurrence of the accident to NEDO (in principle,
within seven days after the date of detection of the accident).
(iii) Measures such as changing the Execution Plan under the provisions of Article 11.
3. When Restoration Work, Etc. is completed, the Entrustee shall submit an Accident andRestoration Completion Report (Form No. 7) accompanied by a statement of the
breakdown of expenses required for Restoration Work, Etc., to NEDO.
4. Upon receipt of the Accident and Restoration Completion Report provided for in thepreceding paragraph, NEDO shall confirm completion of the Restoration Work, Etc., andtake measures for payment of insurance proceeds under the insurance policy to cover the
expenses required for the Restoration Work, Etc.
5. The Entrustee shall retain documents recording the expenses required for Restoration
Work, Etc., the amount of insurance proceeds received, and other 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 NEDO requests a revenue and expenditurereport on the Recovery Work, the Entrustee shall promptly submit a Revenue andExpenditure Report on Restoration Work (Form No. 8) to NEDO.
6. In case insurance policy proceeds are insufficient for completion of the 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 situation, both parties shall hold discussions anddetermine how to perform the Restoration Work, Etc..
Chapter V Handling of Technical Results and Intellectual Property Rights
Section 1 Definitions
Article 23 (Definition of Terms)
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 rights, design
rights, layout-design exploitation rights, and breeder's rights.
(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 in foreign countries.
(iii) "Industrial Property Rights, Etc." shall refer to the right to obtain Industrial
Property Rights, Industrial Property Rights, and Copyrights.
16

(iv) "Intellectual Property Rights" shall refer to Industrial Property Rights, Etc., andKnow-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).
(b) Devices defined in Article 2 of the Utility Model Act (Act No.123 of 1959).
(c) Creation of designs defined in Article 2 of the Design Act (Act No.125 of 1959).
(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).
(e) Breeding of varieties of plants defined in Article 2 of the Plant Variety Protectionand Seed Act (Act No.83 of 1998).
(f) Creation of works.
(g) To devise Know-How as set forth in Paragraph 2 of Article 29.
Section 2 Handling of Technical Results
Article 24 (Submission of Technical Results Report and Interim Annual Report)
1. The Entrustee shall submit a Notification of Contract Work Technical Results Report(Form No. 9) as well as an electronic file of the Contract Work Technical Results Reportand a summary thereof (the "Technical Results Report") to NEDO within sixty days after
the day following the date of completion of the Contract Work.
2. In case this Contract has a Contract Period that exceeds a fiscal year, the Entrustee shallsubmit to NEDO a Notification of Contract Work Interim Annual Report ( Form No. 10) as
well as an electronic file of the Interim 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, this shall not apply if the Fiscal Year-End Submission Date falls on the
expiration date of the Contract Period.
3. The Technical Results Report shall state details of the results obtained by the Entrustee
through performance of the Contract Work, the status of achievement in light of theobjective(s) described in the Execution Plan, information concerning the disclosure oftechnical results, Inventions, Etc. and other technical information in a properly organizedmanner. However, this shall not apply to Industrial Property Rights, Etc. which have notbeen published or for which no application has been made, unpublished research 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 Reports may besuspended for up to two years from the date of expiration of the Contract Period (or, if thecontract is made upon a request for continuance under Article 9, the expiration date of theperiod agreed in the contract).
5. In case NEDO acknowledges that it is technically difficult to provide a Technical Result
Reports in the form of an electronic file, the Entrustee may submit a Technical Results
Report that is printed and bound in a book format. In this case, the summary shall be
17submitted in the form of an electronic file.
6. In case multiple parties jointly apply for a public call for proposals and NEDO executes
multiple entrustment contracts with multiple parties in 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 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 Report
together with a Notification of Contract Work Technical Results Report ( Form No.9) as
provided in Paragraph 1. In this case, the provisions of Paragraph 1 shall not apply to themultiple parties, only to the one party.
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 "Paragraph 1" shall be
replaced with "Paragraph 2,", the term "Notification of Contract Work Technical Results
Report" in Form No.9" shall be replaced with "Notification of Contract Work Interim
Annual Report in Form No.10," and the term "Technical Results Reports" shall be replacedwith the term "Interim Annual Reports."
8. If deemed necessary in connection with the Technical Results Reports, NEDO may requestthat the Entrustee submit more detailed explanation documents.
Article 25 (Warranty of Copyrights, Etc.)
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 third party inconnection with the Technical Results Report, the Entrustee shall be responsible forresponding to such a claim, and pay all damages that are payable.
Article 26 (Announcement or Publication of Technical Results)
1. The Entrustee shall appropriately announce or publish technical results obtained throughperformance of the Contract Work ("Technical Results of Contract Work"), except thoserelating to Industrial Property Rights, Etc., which have not been published or for which no
application has been made, unpublished research papers and Know-How, as set forth inParagraph 2 of Article 29.
2. In case of an announcement or publication under the provisions of the preceding
paragraph, the Entrustee shall report to NEDO in advance. In the case of such anannouncement or publication, the Entrustee shall clearly indicate that the subject of theannouncement or publication was obtained as a result of the Contract Work of NEDO
using the following example of a statement unless there is a special reason for not doingso.
[Example of Statement in Case of Announcement or Publication]"These results were obtained as a result of business entrusted by the National Research18

and Development Agency New Energy and Industrial Technology Development
Organization ( "NEDO" )."Article 27 (Utilization and Dissemination of Technical Results)
1. The Entrustee shall endeavor to utilize and disseminate technical results to achieve
revitalization of the Japanese economy, in the form of domestic production andemployment, exports, domestic and overseas licensing revenues, ripple and induction
effects for domestic production, and improved convenience for the people of Japan.
2. In case the Entrustee intends to modify a plan for commercialization of technical 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 NEDO after selection as an Entrustee, themodified plan; hereinafter referred to as the "Commercialization Plan"), and if any of thefollowing items occur the Entrustee shall promptly provide an explanation to that effect to
NEDO:(i) If the Commercialization Plan is to be significantly modified.
(ii) If the conditions are met that both parties designate through mutual consultation inadvance as having an impact on the intent of the provisions of the preceding
paragraph.
3. In the event of the preceding paragraph, if modification of the Commercialization Plan
may conflict with the provision of Paragraph 1, NEDO may request that the Entrustee
improve the content of the modification.
4. If the Entrustee intends to commercialize technical results or otherwise use them todevelop products, the Entrustee shall report this to NEDO. When commercialization oftechnical results is announced or published, the Entrustee shall clearly indicate that thecommercialization is based on Contract Work entrusted by NEDO, using the following
example of a statement 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.
[Example of Statement in Case of Announcement or Publication of Commercialization]"This will utilize (some of the) results obtained from business entrusted by the National
Research and Development Agency New Energy and Industrial Technology Development
Organization (NEDO)."
Section 3 Intellectual Property Rights
Article 28 (Establishment of Internal Rules Concerning Technical Results of Contract Work)Regarding the rights of officers and/or employees of the Entrustee ("Employees, Etc.") in andoutside of Japan to obtain Industrial Property Rights and Copyrights relating to theTechnical Results of the Contract Work, the Entrustee shall execute an agreement with
Employees, Etc. stipulating that such rights shall be transferred from Employees, Etc. to the
Entrustee promptly after execution hereof, or establish an internal rule stipulating the same.
19However, this shall not apply if the Entrustee has already executed an agreement with
Employees, Etc. stipulating that the right to obtain Industrial Property Rights and
Copyrights shall be transferred from Employees, Etc. to the Entrustee or has established aninternal rule stipulating the same, and such an agreement or internal rule can be applied to
the Contract Work.
Article 28-2 (Prevention of Illegal Disclosure of Technical Results of Contract Work)
1. The Entrustee shall take necessary measures to prevent illegal disclosure of TechnicalResults of the Contract Work to a third party, including execution of a confidentiality
agreement with Employees, Etc. that stipulates an arrangement after the retirement of
Employees, Etc.
2. In case of illegal disclosure of Technical Results of Contract Work to a third party, theEntrustee shall report without delay to NEDO and take appropriate measures, including
legal action, against anyone that engaged in misconduct.
Article 28-3 (Compliance with IP Management Basic Policies)
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 call for proposals taking
into consideration the "Guidelines for Intellectual Property Management in GovernmentCommissioned Research and Development (May 2015, Ministry of Economy, Trade andIndustry). "Article 28-4 (Compliance with Basic Policies Concerning Data Management)
In performing the Contract Work, the Entrustee shall comply with the basic policies
concerning data management given by NEDO at the time of the public call for proposals,
taking into consideration the "Guidelines for Data Management in GovernmentCommissioned Research and Development (December 2017, Ministry of Economy, Trade andIndustry). "Article 29 (Designation of Know-How)
1. Through consultation with the Entrustee, NEDO may designate technical information
relating to the Technical Results of the Contract Work that is not subject to Industrial
Property Rights, Etc., but is proprietary information that can be kept confidential, andwill notify the Entrustee of such designation.
2. With regard to technical information designated by NEDO under the provision of thepreceding paragraph ("Know-How"), the Entrustee shall submit such information, as well
as a Notification of Contract Work Technical Results Report ( Form No.9) to NEDO in
accordance with the instructions provided by NEDO.
3. When notifying the Entrustee as set forth in Paragraph 1, NEDO shall specify the period20

of time during which Know-How should be kept confidential by NEDO and the Entrustee.
4. The period for confidentiality under the preceding paragraph shall be determined throughthe mutual consultation of both parties, but shall in principle be five years from the day
following the last day of the current fiscal year, except in the cases mentioned in thefollowing items. Notwithstanding the foregoing, the period may be extended to ten years,
if both parties agree that particularly strong confidentiality of Know-How is required:(i) If any of the parties disclose Know-How to affiliated organizations of the Governmentof Japan or the government of the country to which the Entrustee belongs in order toobtain an export license, imposing confidentiality obligations.
(ii) If any of the parties disclose Know-How to a necessary third party to perform theContract Work or perform its own research and development, imposing confidentiality
obligations.
(iii) If NEDO discloses Know-How to perform its duties to the Government of Japan,
imposing confidentiality obligations.
5. Regarding Know-How designated under Paragraph 1, both parties may extend or shorten
the period for confidentiality through mutual consultation if such extension or shortening
is required after designation.
6. When receiving Know-How from the Entrustee under the provisions of Paragraph 2,
NEDO shall appropriately store it in a place where confidential information can beprotected against disclosure.
Article 30 (Sealing, Etc., of Technical Information)
1. The Entrustee shall, if required by the Entrustee, document important technicalinformation that is already possessed by the Entrustee at the start of the Contract Period
specified in Article 3 of the Business Entrustment Contract, and shall submit a Request
for Sealing ( Form No. 11) to NEDO within two months after execution of this Contract.
2. Upon submission of the Request for Sealing provided for in the preceding paragraph, bothparties shall conduct sealing in the presence of personnel from both parties.
3. Sealed documents shall be kept by the Entrustee, and a list of the sealed documents shallbe kept by each of the parties.
4. In case the Entrustee objects regarding the attribution of Know-How designated under theprovision of Paragraph 1 of the preceding Article, technical information that relates tosuch objection from within the sealed technical information may be unsealed in thepresence of personnel from both parties, and shall be promptly resealed.
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 Paragraph 1 of thepreceding Article belongs to the Entrustee, NEDO shall cancel its designation of KnowHow.
6. NEDO shall not use or diclose to a third party any technical information that it obtains as21

a result of unsealing.
7. In case the Entrustee does not object to the attribution of Know-How designated throughmutual consultation of both parties under the provision of Paragraph 1 of the preceding
Article, both parties shall remove the sealing conducted under the provision of Paragraph2.
Article 31 (Attribution of Intellectual Property Rights)
1. In case the Entrustee makes an Invention, Etc., through performance of the Contract
Work, the Entrustee shall own the Intellectual Property Rights for the Invention, Etc.
(excluding copyrights in a Technical Results Report, or others similar thereto) subject toreporting to NEDO under the provisions of Articles 29, 32, and 33.
2. The Entrustee shall promptly undertake procedures for application in connection with
Industrial Property Rights, Etc. relating to the Contract Work.
3. The Entrustee shall comply with the provisions of the following items:(i) When the Entrustee undertakes a procedure for application in connection withIntellectual Property Rights relating to the Contract Work (or obtains copyrights inthe case of copyrights), the Entrustee shall promptly report to NEDO to that effectunder the provisions of Articles 32 and 33.
(ii) If NEDO finds it particularly necessary for the public interest and makes a request,
while making clear the reasons therefor, upon a request by the Government of Japan,
the Entrustee shall grant to NEDO the right to use the Intellectual Property Right
without charge.
(iii) If NEDO finds that Intellectual Property Rights have not been utilized within areasonable period of time and does not find any justifiable grounds as to why theIntellectual Property Rights have not been utilized, and in case NEDO finds thatutilization of the Intellectual Property Rights is particularly necessary for promoting
the use of the Intellectual Property Rights, and makes a request making clear thereasons therefor, upon a request by the Government of Japan, the Entrustee shall
grant to a third party the right to use the Intellectual Property Rights.
(iv) In order to transfer Intellectual Property Rights or approve the granting or transfer
of an exclusive license (including a provisional exclusive license) pertaining to apatent right, utility model right, design right, or an exclusive exploitation rightpertaining to a layout-design exploitation right or a breeder's right (hereinaftercollectively referred to as "Exclusive License, Etc."), the Entrustee shall obtain
NEDO’s approval in advance. However, this shall not apply in cases of transfer due toa corporate merger or divestiture or if the Entrustee transfers the Intellectual
Property Rights to, or approves the granting or transfer of the Exclusive License, Etc.
to an Accredited TLO or Certified Business Operator as defined in the Act on the
Promotion of Technology Transfer from Universities to Private Business Operators.
22

(v) The Entrustee shall respond to the usage survey (Bayh-Dole Survey) conducted by
NEDO regarding Intellectual Property Rights.
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, the Entrustee shall assign
without charge Intellectual Property Rights to NEDO.
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 third party will make acommitment to not adversely affect application of the provisions of Paragraphs 3 and 4 ofthis Article, Article 31-3, Article 31-4, Article 31-5, and Articles 32 to 34.
6. NEDO shall own the copyright of the Technical Results Report and others similar thereto,and the Entrustee shall not exercise its moral rights regarding the Technical Results
Report, and others similar thereto.
Article 31-2 (Use of Technical Results)
1. Notwithstanding the provisions of Paragraph 1 of Article 31 as to the copyright pertaining
to works such as Inventions, Etc., relating to the Contract Work (excluding the TechnicalResults Report and others similar thereto), the Entrustee shall be deemed to have granted
NEDO the right to exercise the copyright and the right to grant a third party a license forthe 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 NEDO andthe third party. In addition, if the author of the work is a person other than the Entrustee,
the Entrustee shall take necessary measures to prevent the author from exercising moral
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 a third party
other than NEDO, the Entrustee shall submit a Request for Approval of Transfer ofIntellectual Property Rights ( Form No. 20) to NEDO for approval, except in cases set forthin the proviso of Paragraph 3 Item 4of Article 31.
2. In order to approve the granting or transfer of an Exclusive License, Etc. to a third party
other than NEDO regarding Intellectual Property Rights relating to 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 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 pertaining to theIntellectual Property Rights when approving the request provided for in the preceding two
paragraphs, the Entrustee shall without charge grant NEDO such a license.
4. In case NEDO finds that there is no just cause for the Entrustee to breach the provisionsof the preceding three paragraphs, the Intellectual Property Rights shall without charge
23be assigned to NEDO.
Article 31-4 (Notification of Transfer, Etc. of Intellectual Property Rights)
1. Regarding the transfer of Intellectual Property Rights pertaining to the Contract Work,the Entrustee shall submit to NEDO in advance a Notification of Transfer, Etc. ofIntellectual Property Rights ( Form No. 15-3) in 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 pertains to
the Intellectual Property Rights in connection with submission of the notification provided
for in the preceding paragraph, the Entrustee shall without charge grant NEDO such alicense.
3. If a non-exclusive license with a right to sublicense is granted under the provisions of thepreceding paragraph, the Entrustee shall ensure that the successor to the Intellectual
Property Rights will make a commitment to not interfere with the exercise of the nonexclusive license.
4. In case NEDO finds that there is no just cause for the Entrustee to breach the provisionsof the preceding three paragraphs, the Intellectual Property Rights shall be assigned to
NEDO without charge.
Article 31-5 (Notification of Waiver of Intellectual Property Rights)
To waive Intellectual Property Rights pertaining to Technical Results of the Contract Work,the Entrustee shall submit a Notification of Waiver of Intellectual Property Rights ( Form
No. 18) to NEDO prior to waiving the Intellectual Property Rights.
Article 32 (Notification of Application)
1. When the Entrustee files an application for Industrial Property Right pertaining to theContract Work (including submission of PCT National Documents ("National
Documents"), the Entrustee shall submit to NEDO one copy of a Notification of Industrial
Property Rights Application separately determined by NEDO together with a copy of
documents in which the application number, date of application, priority claim number,priority date, country where priority is declared, applicant's name and the name of theinvention can be confirmed ("Documents Showing Bibliographic Items") within sixty days
(or ninety days in the case of application or submission of National Documents to foreignauthorities) after the date of application (or the date of submission in the case ofsubmission of National Documents).
2. In order to file a domestic patent, utility model, or design application in connection withthe preceding paragraph, the Entrustee shall state that the application is based on the
results of research entrusted by the national government in application documents, using
the following example of a statement.
24

[Example of Entry in Patent Application Form (in the "Item Pertaining to Technical Resultsof Research Entrusted by the National Government" column)]"FY*****, National Research and Development Agency New Energy and Industrial
Technology Development Organization, ***** entrusted research, patent application towhich Article 17 of the Industrial Technology Enhancement Act applies."
3. In case the Entrustee is found to have omitted the entry provided for in the preceding
paragraph, and fails to follow the instructions of NEDO, the Entrustee shall withoutcharge assign the Industrial Property Rights to NEDO.
Article 33 (Notification of Status after Application)
1. When registration of establishment or a variety registration of Industrial Property Rights
pertaining to the Contract Work is made, the Entrustee shall submit to NEDO one copy ofa Notification of Status after Industrial Property Rights Application separately
determined by NEDO together with a copy of documents in which the application number(except in the case of layout-design exploitation rights and breeder's rights), registration
number, registration date, name of the rights holder, and the name of Inventions, Etc. canbe confirmed, within sixty days (or ninety days in the case of overseas registration) after
the date of issuance of the registration bulletin, or the date of the public notice concerning
the registration.
2. With regard to a copyright in a work such as Inventions, Etc. resulting from the Contract
Work (excluding the Technical Results Report and others similar thereto) that fall under
any of the following items, the Entrustee shall promptly submit to NEDO one copy of a
Notification of Status after Industrial Property Rights Application separately determinedby NEDO together with one copy of Documents Showing Bibliographic Items such as thedate of creation or publication, the title of the work, the identity of the author, or anelectronic file of the work:(i) Copyright in works of computer programming and database works defined in Article 2of the Copyright Act ("Copyright in Programs, Etc.").
(ii) Programming handbooks and others similar thereto.
(iii) A work for which the Entrustee exercises its copyright or grants a license to a third
party.
3. When Intellectual Property Rights pertaining to the Contract Work are transferred (except
in the cases mentioned in the following paragraph), the Entrustee shall without delay
submit to NEDO one copy of a Notification of Transfer of Intellectual Property Rights
separately determined by NEDO together with a copy of documents in which the fact of
the transfer can be confirmed.
4. In case Intellectual Property Rights pertaining to the Contract Work are transferred withthe approval of NEDO, the Entrustee shall without delay submit to NEDO one copy of a
Notification of Transfer of Intellectual Property Rights separately determined by NEDO
25

together with a copy of the written approval 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.
Article 34 (Embodiment of Intellectual Property Rights)
1. In case the Entrustee itself uses Intellectual Property Right pertaining to the Contract
Work or grants a third party a license for such Intellectual Property Rights (except forcases in the following paragraph), the Entrustee shall without delay submit to NEDO a
Notification for Exercise of Intellectual Property Rights separately established by NEDO.
2. In case where the Entrustee approves the granting or transfer of an Exclusive License,
Etc. for Intellectual Property Rights pertaining to the Contract Work with the approval of
NEDO, the Entrustee shall without delay submit to NEDO one copy of a Notification for
Exercise of Intellectual Property Rights separately determined by NEDO together with acopy of the written approval of NEDO, as set forth in Paragraph 2 of Article 31-3.
Chapter VI Miscellaneous Provisions
Article 35 (Taking Effect of the Notice)
Written notices to the Entrustee by NEDO shall become effective on the date of transmission
thereof by NEDO and written notices of the Entrustee to NEDO shall become effective on thedate of receipt thereof by NEDO.
Article 36 (NEDO Right to Terminate)
1. NEDO may terminate all or part of this Contract in any of the cases in the following items:(i) If the Entrustee breaches this Contract or NEDO's instructions given under thisContract due to a cause attributable to the fault of the Entrustee.
(ii) If performance of the Contract Work becomes impossible or extremely difficult, due toa cause attributable to the fault of the Entrustee.
(iii) If the Entrustee makes a fraudulent or false report in connection with theentrustment contract with NEDO.
(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 in research activity (any actof feigning, altering, or plagiarizing research results, including data; the same shallapply hereinafter) in connection with the Contract Work.
(v) If a registered researcher specified in the Execution Plan is found to have engaged indishonest use of public research funds (any act of using research funds for otherpurposes, of using funds contrary to the provisions of this Contract or conditions
attached hereto, or of receiving research funds by means of a false statement or otherfraudulent means; the same shall apply hereinafter) in connection with the Contract
Work.
2. In cases other than those mentioned in the preceding paragraph, if NEDO decides to26

discontinue the Contract Work due to a major change in the budget or policies of theGovernment of Japan, NEDO may terminate this Contract from the date of decision of
discontinuance by giving the Entrustee one month notice.
Article 37 (Entrustee Right to Terminate)
The Entrustee may terminate all or part of this Contract if performance of the Contract
Work becomes impossible or extremely difficult as a result of a breach of this Contract by
NEDO due to a cause attributable to the fault of NEDO.
Article 38 (Measures in Case Implementation of Contract Work Becomes Impossible Due to
Unforeseen Circumstances)1.In case performance of the Contract Work becomes impossible or extremely difficult due toa cause that cannot be foreseen at the time of execution of this Contract and is not
attributable to the fault of either party, both parties may terminate this Contract throughmutual consultation.
2. In case NEDO determines that it is difficult to continue the Contract Work due to a causesuch as the transfer of research personnel of the Entrustee, NEDO may instruct the
Entrustee to terminate the Contract Work and the Entrustee shall follow such instruction.
Article 39 (Allocation of Risk, Etc.)
1. If the Entrustee cannot complete all or part of the Contract Work due to termination ofthis Contract under the provisions of Paragraph 1 of Article 36, NEDO shall be released
from the obligation to pay expenses for the part of the Contract Work that cannot becompleted due to termination (the "Terminated Part").
2. If the Entrustee cannot complete all or part of the Contract Work due to termination ofthis Contract under the provisions of Paragraph 2 of Article 36, Article 37, and thepreceding Article, the Entrustee shall be released from the obligation to perform theTerminated Part of the Contract Work. NEDO shall determine the amount that it should
pay through consultation with the Entrustee, and pay such amount to the Entrustee.
Article 40 (Measures Against Misconduct, Etc.)
1. If NEDO suspects that the Entrustee has committed fraud in connection with thisContract, NEDO may instruct the Entrustee to conduct an internal audit and report on the
results in writing to NEDO.
2. Upon receipt of the audit report, NEDO shall carefully examine the contents of the reportand confirm whether fraud has occurred as well as the contents of the fraud, if any. In thiscase, NEDO may enter the factories, laboratories, or other offices of the Entrustee, whensuch entry is deemed necessary by NEDO for its examination.
3. NEDO may take necessary measures against research activity misconduct in accordance27

with the Organizational Directive Concerning Responses to Misconduct in Research
Activities (Organizational Directive No. 17 of 2007) separately adopted by NEDO.
4. NEDO may conduct an inspection as set forth in Paragraph 2 Item 2 of Article 14, if
deemed necessary.
5. In case NEDO requests that the Entrustee refund any Overpayment of the Determined
Amount as a result of the inspection provided for in the preceding paragraph, NEDO may
demand interest on the amount of Overpayment of the Determined Amount calculated at
the legal interest rate stipulated in Article 404 of the Civil Code or an additional amount ofOverpayment of the Determined Amount of 10.95 percent per annum, for the period fromthe date of receipt of Overpayment of the Determined Amount to the date of repayment.
6. If the existence of fraud can be confirmed, NEDO may make public the names of those
involved and the contents of the fraud.
7. In addition to the measures provided for in Paragraphs 1 to 6, NEDO may take othermeasures deemed necessary.
8. If, in the case of an entrustment contract with multiple parties, one specific contractor outof all of the contractors falls under any of the preceding six paragraphs, the measures
under the provisions of this Article shall apply only to the specific contractor.
Article 40-2 (Response to Misconduct in Research Activities)
The Entrustee shall appropriately respond to misconduct under the Guidelines for
Responding to Misconduct in Research (adopted by the Ministry of Economy, Trade andIndustry on December 26, 2007).
Article 40-3 (Response to Dishonest Use of Public Research Funds)
1. The Entrustee shall endeavor to establish systems that have an adequate mechanism forsuppression of dishonest use under the Guidelines for Responding to Dishonest Use, Etc.
of Public Research Funds (adopted by the Ministry of Economy, Trade and Industry on
December 3, 2008).
2. NEDO may require that the Entrustee report on the status of establishment of its systems
as provided for in the preceding paragraph and may conduct an on-site investigation if
deemed especially necessary to prevent dishonest use. If NEDO determines that thestatus of establishment of the systems of the Entrustee includes problem areas, NEDO
may take any measures deemed necessary against the Entrustee.
Article 41 (Late Charge)
In case the Entrustee submits a Performance Report, Etc., Interim Annual Report orTechnical Results Report later than the due date due to a cause attributable to the fault of
the Entrustee, the Entrustee shall pay NEDO a late charge equivalent to the amountobtained by multiplying one-thousandth (1/1000) of the Contract Amount by the number of28

days, from the day following the due date to the date of submission of the report.
Notwithstanding the foregoing, the Entrustee may be exempted from payment of the latecharge, if the delay in submission of the report is found to be due to an unavoidable situation.
Article 42 (Penalty)
1. In case NEDO terminates all or part of this Contract under the provisions of Paragraph 1
of Article 36, the Entrustee shall pay NEDO a penalty equivalent to 10 percent of theContract Amount corresponding to the Terminated Part (excluding days belonging to thefiscal year following the one in which this Contract is terminated, or to any subsequentfiscal year).
2. In case the Entrustee terminates all or part of this Contract under the provisions of Article
37, NEDO shall pay the Entrustee a penalty equivalent 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 Contract is terminated, or to any subsequent fiscal year).
3. If NEDO or the Entrustee fails to pay the penalty provided for in the preceding two
paragraphs not later than the due date specified by the other party, it shall pay an overdue
fee on the unpaid amount calculated at the legal interest rate stipulated in Article 404 of
the Civil Code for the period, from the day following the due date to the date of payment.
However, this shall not apply to projects funded by a national grant.
Article 43 (Special Provisions for Foreign Corporations)
If the Entrustee is a foreign corporation, the following provisions shall apply with regard to
the validity or procedures of this Contract:(i) The existence, interpretation, and validity of this Contract shall be governed by thelaws and regulations of Japan in effect.
(ii) The starting and ending time of a period mentioned in this Contract shall be basedon Japan Standard Time.
(iii) To ensure the mutual exchange of opinions, the Entrustee shall use the Japanese
language for the documents, research papers, reports, etc., in this Contract that are
separately specified by NEDO, or shall attach a Japanese language translation
thereto, and shall at the expense of the Entrustee, take necessary measures,
including procurement of an interpreter, to use the Japanese language for any
discussion, communication, and consultation pertaining to this Contract.
(iv) The Entrustee shall appoint an agent in Japan that can send and receive thedocuments, research papers, and reports, etc., specified in this Contract, or perform
any necessary communication. In case of a change in the agent or its address, theEntrustee shall promptly notify NEDO.
Article 44 (Liability for Compensation)29

1. 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 from performance of theContract Work by the Entrustee or from the Acquired Property; provided, however, that
this shall not apply to damages caused by the willful misconduct or gross negligence of
NEDO.
2. When NEDO receives a claim from a third party as provided for in the preceding
paragraph and provides compensation based on a reasonable reason such as a court
decision, NEDO shall claim the amount of liquidated damages from the Entrustee;provided, however, that this shall not apply to damage caused by the willful misconduct orgross negligence of NEDO.
Article 45 (Location for Amendment of Contract)
If both parties enter a contract for amending this Contract under the provisions of 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.
Article 46 (Jurisdiction)
Both parties agree that any dispute arising in connection with this Contract shall be subject
to the exclusive jurisdiction of the Yokohama District Court in the first instance. However,this shall not apply if exclusive jurisdiction is prescribed by law.
Article 47 (Delegation of Related Procedures)
1. The Entrustee may delegate the reporting, notifications, requests, etc., in the forms set
forth herein (excluding Form No.1 (deleted)) to the person responsible for operational
management specified in the Execution Plan or their supervisor without giving prior notice
to NEDO.
2. In addition to the provisions in the preceding paragraph, the Entrustee may delegate therequest for approval and notification in Forms No. 12, No. 13 No. 15-3 and No. 18, as set
forth herein, to the head of the intellectual property department designated in the internal
rules of the Entrustee, without giving prior notice to NEDO.
Article 48 (Administration of Collected Personal Information)
1. The Entrustee shall administer personal information (which shall refer to information
about a living individual that would be possible to identify that specific individual, due toits inclusion of a name, date of birth, or other such information (including any informationthat can be readily collated with other information, and thereby identify that specificindividual); the same shall apply hereinafter) that it collects through performance of theContract Work, with the due care of a good manager.
2. When NEDO determines that the personal information provided for in the preceding30

paragraph should be appropriately administered, NEDO may separately provide theEntrustee with instructions as to necessary matters and the Entrustee shall follow such
instructions.
Article 48-2 (Management of Information Security)
1. The Entrustee shall exercise caution in maintaining the confidentiality of all informationthat it obtains through the Contract Work, and shall be 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 Contract,
information that was provided by NEDO to the Entrustee either on paper or by anelectronic medium (including a copy thereof) and which was designated as confidential by
NEDO is no longer required, the Entrustee shall promptly return the information to
NEDO, or destroy or otherwise erase the information so that it is unrestorable or illegible
by using such means as crushing, dissolution, or incineration (deleted), and shall report onsuch disposal to NEDO. Notwithstanding the foregoing, the Entrustee shall follow special
instructions provided by NEDO, if any.
4. In case of any actual or potential security issue during the process of performance of theContract Work, such as information disclosure, the Entrustee shall promptly take allnecessary measures and report the issue to NEDO. In addition, the Entrustee shall follow
instructions provided by NEDO, if any.
5. If requested by NEDO to confirm the status of performance of information security
measures, the Entrustee shall promptly report on the actual situation. In addition, NEDO
may conduct an investigation to confirm the status of progress on information security
measures by the Entrustee, if deemed necessary.
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 that the third party willcomply with the measures provided for in Paragraphs 1 to 5.
Article 49 (Utilization of Electronic Data Processing System)
Requests and notifications made by the Entrustee through the use of an electronic dataprocessing system provided by NEDO shall be governed by provisions separately established.
However, this shall not preclude the Entrustee from submitting the forms specified in these
General Conditions.
Article 50 (Cooperation)
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 the following items. Notwithstanding
31

the foregoing, the expenses required for Item 5 shall be borne by NEDO:(i) Preparation of materials related to the Technical Results of the Contract Work (except
for the Technical Results Report, and Interim Annual Report).
(ii) Attendance at committee meetings organized by NEDO and preparation of materials
necessary for committee meetings.
(iii) Preparation of materials and responses to hearings related to the budget of theGovernment of Japan and that pertain to the Contract Work.
(iv) Preparation of materials pertaining to an Interim Evaluation, Post Evaluation, andFollow-Up Evaluation responses to surveys on the status of acquisition andcommercialization of Industrial Property Rights; and provision of information,
responses to hearings, and attendance at committee meetings.
(v) Payment of taxes and public dues on NEDO property that is managed by the
Entrustee under the provisions of Paragraph 2 of Article 20, and purchase of
insurance against damage to such property.
Article 51 (Survival Clause)
Both parties agree that the provisions of the Articles listed in the following items shallsurvive expiration of the Contract Period or termination of this Contract, under theprovisions of Article 36, 37, or 38:(i) Matters that are in effect during a period specified in the relevant provisions: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 7 and Paragraph 8 of Article 20, Article 21,
Article 25, Article 26, Paragraphs 1 and 4 of Article 27, Article 28-4, Articles 31 to 34,
Article 40, Articles 41 to 44, Article 46, Article 48, Article 48-2, and Item 5 of Article
50.
(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:
Article 9, and Items 1 to 3 of Article 50.
(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:
Item 4 of Article 50.
Article 52 (Validity of Contracts Which Extend Beyond the Medium to Long-Term Plan)
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 NEDO, as stipulated in
the Act on General Rules for Incorporated Administrative Agencies (Act No. 103 of 1999; the"General Rules Act"), this Contract shall be effective subject to the authorization of a32

subsequent Medium 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.
Article 53 (Handling of Other Matters Not Stipulated Herein)
Any question as to provisions hereof or matters not stipulated herein shall be resolved byboth parties through mutual consultation.
Special Provisions[Special Provisions 1]
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.
1. If, as a result of any act of the Entrustee in violation of the provisions of Article 3 or Item 1of Article 8 of the Act on Prohibition of Private Monopolization and Maintenance of Fair
Trade (Act No. 54 of 1947; the "Antimonopoly Act"), the Entrustee falls under any of thefollowing items:(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 pursuant toParagraph 18 or 21 of Article 7-2 of the Antimonopoly Act, is made.
2. If a sentence of punishment on the Entrustee under the provisions of Paragraph 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.
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 96-6 or 198 of the Penal
Code (Act No. 45 of 1907) has become final and binding in regard to this Contract.
Article 2 (Submission of Copy of Written Notice Pertaining to Misconduct Such as BidRigging)
In case the Entrustee falls under any of the items in Paragraph 1 of the preceding Article,
the Entrustee shall submit a copy of one of the documents in the following items to NEDO:(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 pursuant toParagraph 18 or 21 of Article 7-2 of the Antimonopoly Act.

33

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 connection with thisContract, the Entrustee shall pay an amount equivalent to 10 percent of the Contract
Amount or, if the Contract Amount is amended after execution hereof, the amended
Contract Amount (if the calculated amount 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 damages) within the period specified by NEDO regardless of whether or not
NEDO terminates this Contract and without NEDO being required to demonstrate theoccurrence and amount of damage.
2. The provision of the preceding paragraph shall apply even after performance under thisContract is completed.
3. In the case of Paragraph 1, in cases where the Entrustee is a trade association that has
already been dissolved, NEDO may seek payment of a penalty by a person that wasformerly a representative or member of the Entrustee. In this case, persons who wererepresentatives or members of the Entrustee shall be held jointly and severally
responsible for payment of the penalty.
4. If the amount of actual damage caused to NEDO exceeds the amount of the liquidated
damages provided for in Paragraph 1, the provisions of said paragraph shall not preclude
NEDO from seeking the Entrustee to pay compensation for the amount of the damage thatexceeds the liquidated damages.
5. If the Entrustee fails to pay the penalty in Paragraph 1 or the damages in the preceding
paragraph, within the period specified by NEDO, the Entrustee shall pay NEDO overdue
interest on the unpaid amount calculated at the legal interest rate stipulated in Article
404 of the Civil Code, for the period from the day following the date of expiration of theperiod until the date on which payment is made.
[Special Provisions 2]
Article 4 (Termination of Contract Based on Attribute Requirements of Involvement with
Organized Crime Groups)
In case it is found that the Entrustee falls under any of the following items, NEDO may
terminate this Contract without advance notification:(i) If the Corporation, Etc., (which shall refer to an individual, corporation, ororganization) is an organized crime group (which shall refer to an Organized Crime
Group as defined in Item 2, Article 2 of the Act on Prevention of Unjust Acts by
Organized Crime Group Members (Act No. 77 of 1991); the same shall apply
hereinafter), or any Officer of the Corporation, Etc., (which shall refer to theindividual itself in the case of an individual, an officer or a representative of a branch
office or business office (where contracts of the Corporation, Etc. are regularly
executed) in the case of a corporation, or a representative, director, or any other34

individual substantially involved in management in the case of an organization; (thesame shall apply hereinafter) is an organized crime group member (which shall refer
to an Organized Crime Group Member as defined in Item 6, Article 2 of the Act; thesame shall apply hereinafter).
(ii) If an Officer uses an organized crime group or an organized crime group member forthe purpose of ensuring unjustified benefits to itself, their company, a third-party, orfor the purpose of inflicting harm on a third party.
(iii) If an Officer provides funds or benefits to an organized crime group or an organizedcrime group member, thereby directly or indirectly cooperating with or becoming
involved in the maintenance and operation of the organized crime group.
(iv) If an Officer intentionally retains a socially condemnable relationship with anorganized crime group or an organized crime group member.
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 a
subcontractor (including subcontractors of all tiers in the case of multi-layered
subcontracting), a re-entrusted contractor (including all contractors subsequent to reentrusted contractors), and a third party with which the Entrustee, its subcontractor, or
re-entrusted contractor, enters into any individual contract in connection with thisContract; (the same shall apply hereinafter)) is a party for termination (which shall referto a party falling under the requirements set forth in the preceding Article; the same shallapply hereinafter), the Entrustee shall immediately terminate its contracts with such a
subcontractor or have its subcontractor etc., terminate contracts with the party for
termination.
2. NEDO may terminate this Contract if the Entrustee enters into a contract, or approves acontract entered into by a subcontractor knowing that the relevant subcontractor is aparty for termination, or unreasonably fails to terminate the contract with the relevant
subcontractor or to take measures for making its subcontractor terminate the contract.
Article 6 (Compensation for Damages)
1. If NEDO terminates this Contract under the provisions of Article 4 or Paragraph 2 of thepreceding Article, NEDO shall not be held responsible for compensation for orindemnification of, any damages caused to the Entrustee by such termination.
2. If NEDO terminates this Contract under the provisions of Article 4 or Paragraph 2 of thepreceding Article, the Entrustee shall be held responsible for compensation for damages
caused to NEDO.
3. In case the Entrustee falls under the provisions of the preceding paragraph in connection
with this Contract, the Entrustee shall pay an amount equivalent to 10 percent of theContract Amount or, if the Contract Amount is amended after execution hereof, the35

amended Contract Amount (if the calculated amount contains a fractional amount that isless than 100 yen, it shall be rounded down to the nearest 100 yen increment) as a penalty(liquidated damages) within the period specified by NEDO regardless of whether or not
NEDO terminates this Contract and without NEDO being required to demonstrate theoccurrence of, and amount of damage.
4. The provisions of the preceding paragraph shall apply even after performance under thisContract is completed.
5. In Paragraph 3, in case the Entrustee is a trade association that has already been
dissolved, NEDO may seek payment of said penalty by a person that was formerly arepresentative or member 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 penalty.
6. If the amount of actual damage caused to NEDO exceeds the amount of the liquidated
damages set forth in Paragraph 3, the provisions of the paragraph shall not preclude
NEDO from seeking the Entrustee to pay compensation for the amount of the damage thatexceeds the liquidated damages.
7. If the Entrustee fails to pay the penalty in Paragraph 3 or the damages in the preceding
paragraph within the period specified by NEDO, the Entrustee shall pay NEDO overdue
interest on the unpaid amount calculated at the legal interest rate stipulated in Article
404 of the Civil Code, for the period from the day following the date of expiration of theperiod until the date on which payment is made.
Article 7 (Notification and Report of Unlawful Intervention)
In case the Entrustee or its subcontractor is subject to unlawful intervention such as
unlawful demands or obstruction of business ("Unlawful Intervention") by anti-social forces,
including by an organized crime group, organized crime group member, or a person related toan organized crime group, the Entrustee shall reject, and have its subcontractor reject the
Unlawful Intervention, promptly report to NEDO about the Unlawful Intervention, notify
the police, and provide any cooperation necessary for investigation by the police.
Supplementary Provisions
1. This Standard Form shall come into effect as of March 18, 2015, and shall be applicableto projects commencing from fiscal year 2015.
2. These General Conditions shall apply to national and public university corporations,inter-university research institute corporations, public universities, private universities,
colleges of technology, national research and development agencies, and incorporated
administrative agencies.
Supplementary Provisions
1. This Standard Form shall come into effect as of July 1, 2015.
36

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 47 of the revised General Conditions
shall apply to contracts newly executed on and after November 15, 2015, and withregard to contracts executed 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 25, 2016.
2. Notwithstanding the foregoing, the provisions of Paragraphs 4 to 5 of Article 2 of therevised General Conditions shall apply to contracts newly executed on and after April 1,
2016, and with regard to contracts executed prior to such date, the provisions then inforce shall remain applicable.
Supplementary Provision
1. This Standard Form shall come into effect as of April 1, 2017, and shall be applicable toprojects commencing from fiscal year 2017.
Supplementary Provisions
1. This Standard Form shall come into effect as of March 30, 2018, and shall be applicableto projects commencing from fiscal year 2018.
2. Notwithstanding the foregoing, the provisions of Articles 28-4 of the revised General
Conditions shall apply to publicly called projects on and after April 1, 2018, and withregard to publicly called projects prior to such date, the provisions then in force shallremain applicable.
Supplementary Provisions
1. This Standard Form shall come into effect as of March 20, 2019, and shall be applicableto projects commencing from fiscal year 2019.
2. The provisions of the revised Calculation Criteria for Contract Work Expenses (forNational Research and Development Agencies, Etc.) shall apply to contracts newly
executed in fiscal year 2019, and with regard to contacts executed prior to fiscal year
2019 the provisions then in force shall remain applicable.
Supplementary Provisions
1. This Standard Form shall come into effect as of March 25, 2020, and shall be applicableto projects commencing from fiscal year 2020.
2. Notwithstanding the foregoing, the provisions of Article 44 of the revised General
Conditions shall apply to contracts executed on and after April 1, 2020, and with regard
to contracts executed prior to such date, the provisions then in force shall remain
applicable.
(3) Appended Tables (for Universities and National Research and Development Agencies, Etc.)
Appendix 1-1-1 Incurred Expenses Record (for Universities)
Appendix 1-1-2 Incurred Expenses Record (for National Research and Development Agencies,
37Etc.)
Appendix 1-2 Incurred Expenses Record (Breakdown of Corrected Amounts)
Appendix 1-3 Incurred Expenses Record (Summary Table)
Appendix 2-1-1 Itemized Monthly Detailed Statement (for Universities)
Appendix 2-1-2 Disbursement Book (for National Research and Development Agencies, Etc.)
Appendix 3 Estimate of Design and Manufacturing Cost/ Processing Cost
Appendix 4 Health Insurance Grade Certificate
Appendix 5 Salary Certificate
Appendix 6 Labor Hours Certificate
Appendix 7 List of Labor Unit Cost for NEDO Contract Work (unit cost per hour)
Appendix 8 Contract Work Daily Report
Appendix 9 Estimate of Labor Cost
Appendix 10 List of Labor Unit Cost for NEDO Contract Work (for Contract-Work effort
researchers)
Appendix 11 Contract Work Monthly Record
Appendix 12-1 (missing number)
Appendix 12-2 Certificate of Effort for Contract Work
Appendix 13 (missing number)
Appendix 14 (missing number)
Appendix 15 Certificate of Exclusive Use
Appendix 16 (missing number)
Appendix 17 (missing number)
Appendix 18 Management List of Independent Research Activity Work
Appendix 19 Totaling Purchase Record(4) Calculation Criteria for Contract Work Expenses
Calculation Criteria for Contract Work Expenses (for Universities)
Calculation Criteria for Contract Work Expenses (for National Research and Development
Agencies, Etc.)

38