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Proof of Concept Agreement(New Materials)
This Agreement is made between Company X (hereinafter "Party A") and Company Y(hereinafter "Party B") to undertake a proof of concept (PoC) study to determine whether the
new heat-dissipating material α developed by Party A can be introduced or applied in an
automobile headlight cover that the Parties are jointly developing.
NOW IT IS HEREBY AGREED as follows:
Article 1 (Purpose)
The purpose of this agreement is to set forth the rights and obligations of Parties A and B in
conducting a technical verification (hereinafter the "Verification") to decide whether or not to
conduct joint research and development about introducing or applying a "Technology" in a
"Product" (as specified below):
Technology: New heat-dissipating material α developed by Party A
Product: Automobile headlight cover
Article 2 (Definitions)
As used herein, the following terms shall have the following meanings:(i) Verification
A verification concerning the introduction or application of Party A's Technology specified in
Article 1 above, the details of which are given in Exhibit **.
(ii) Report
A report on the Verification submitted by Party A to Party B, the contents of which are given
in Exhibit **.
(iii) Intellectual Property Right1

A right specified by Article 2 (2) of the Intellectual Property Basic Act in Japan or bycorresponding legal provisions in other countries.
Article 3 (Verification)(1) Party B shall ask Party A to conduct the Verification and Party A shall accept this request.
(2) Party A shall provide Party B with the Report within three weeks after executing thisAgreement.
(3) The checking of the Report shall be considered completed when Party B notifies Party A
that the Report has been checked or Party B raises no objection by clearly stating a specificreason in writing within one week after the receipt of the Report. Upon completion of thechecking of the Report, Party A's obligation to conduct the Verification shall be consideredfulfilled.
(4) Party B may ask Party A to modify the Report only if Party B raises an objection within
one week after the receipt of the Report, as specified in the preceding paragraph.
(5) If Party B makes a request for modification of the Report in accordance the preceding
paragraph, Party A shall immediately modify and submit the Report again to Party B, whoshall check the resubmitted Report. Paragraphs (3) and (4) of this article shall apply mutatis
mutandis to the checking of the resubmitted Report.
Article 4 (Fee for Commission)
The commission fee shall be **0,000 yen (net of tax), and Party B shall transfer the fee all at
once by bank transfer to the account designated by Party A within 10 business days after
executing this Agreement. The remittance charge shall be borne by Party B.
Article 5 (Party A's Obligations)(1) Party A shall be under an obligation to conduct the Verification with the due care of aprudent manager.
However, Party A shall have no obligation to start the Verification and shall incur no liability
in this respect until the payment is received as specified in the preceding article.
(2) Party A does not guarantee that a certain result based on the Verification will be achieved2

or a particular outcome will be produced.
Article 6 (Conclusion of Joint R&D Agreement)
While in the PoC phase, Parties A and B shall make the greatest efforts possible to go on toa joint research and development (R&D) phase and to conclude a joint R&D agreement.
Party B shall tell Party A whether or not it will enter a joint R&D agreement within two months
after completing the checking of the Report as specified in Article 3 (3) above.
Alternative option: Additional Fee for Commission If Joint R&D Agreement Not
Concluded
If Parties A and B do not conclude a joint R&D agreement within four months after completingthe checking of the Report as specified in Article 3 (3) above, Party B shall pay **0,000 yen(net of tax) to Party A as an additional fee for the commissioned Verification, within fivemonths after the said completion of the checking of the Report.
Article 7 (Party B's Obligations)(1) Party B shall provide, disclose or lend (hereinafter collectively "provide") documents, data,
equipment, facilities or otherwise provide cooperation as reasonably needed for the
Verification.
Additional option: Party B's Responsibility for Provision of Documents etc.
(2) Party B shall guarantee that it is duly authorized to provide documents, data, equipment,
facilities etc. to Party A, as specified in the preceding paragraph, and such provision is notagainst the law.
(3) If there is an error in the documents or data provided by Party B to Party A or there is adelay in the provision, Party A shall not be liable for any consequence of such an error ordelay, e.g. a delay in the Verification, a defect in the Report (including "non-conformity tocontractual terms" specified by law).
Article 8 (Handling of Confidential Information)(1) Either Party (hereinafter the "Receiving Party") shall keep "Confidential Information" andshall not disclose or leak it to a third party without obtaining prior consent in writing orelectronically (hereinafter collectively "in Written Form") from the other Party (hereinafter the"Disclosing Party"). As used herein, "Confidential Information" refers to any data or
information disclosed by the Disclosing Party to the Receiving Party for the purpose of the3Verification, whether in writing, orally, by the use of an electromagnetic medium or any othertype of disclosure method or means, regardless of whether this Agreement has already been
executed, as well as to information acquired through the Verification (including information in
the Report), and information contained in materials, devices, other tangible objects (including
those listed in Exhibit **).
(2) Notwithstanding the preceding paragraph, such information as specified in one of thefollowing shall not be considered confidential:(i) Information the Receiving Party already owns at the time of the disclosure,(ii) Information the Receiving Party legitimately obtains from a third party, with no obligationof confidentiality, after the disclosure,(iii) Information the Receiving Party gains or creates by itself, independently of theinformation disclosed by the other Party, after the disclosure,(iv) Information that is already publicly known at the time of the disclosure, and(v) Information that becomes publicly known for reasons not attributable to the Receiving
Party after the disclosure.
(3) The Receiving Party may not use, reproduce or modify Confidential Information for any
purpose other than conducting the Verification, without obtaining prior consent in Written
Form from the Disclosing Party. Confidential Information may only be used, reproduced andmodified to the extent reasonably necessary for the conduct of the Verification.
(4) The Receiving Party may not analyze or evaluate the composition or structure ofConfidential Information or perform a similar action without obtaining prior consent in Written
Form from the Disclosing Party.
(5) The Receiving Party may only disclose Confidential Information to its directors andemployees (hereinafter collectively the "Directors") who need to know it in order to conduct
the Verification. If disclosed, the Directors shall be placed under the same obligation as thatof the Receiving Party specified herein during and after the period of employment.
(6) Notwithstanding the preceding paragraphs, the Receiving Party may disclose Confidential
Information in each of the following cases (in the cases of (i) and (ii), however, the Disclosing
Party shall be notified in advance, wherever possible). When disclosing Confidential
Information as specified in this paragraph, the Receiving Party shall notify the Disclosing
Party of the disclosure without delay.
4(i) If it is necessary to disclose it as required by law,(ii) If it is necessary to disclose it as required by a court order, the competent authorities orother regulations, or(iii) If the Receiving Party needs to consult with someone who is legally required to comply
with an obligation of confidentiality, such as an attorney at law, a patent attorney, a certified
public accountant, a tax accountant and a judicial scrivener.
(7) Notwithstanding the paragraphs (1) and (3) to (5) of this article, either of the Parties hereto
may disclose the following fact to a third party without prior consent of the other Party:
The fact that Parties A and B have started the Verification.
(8) Upon written request from the Disclosing Party, the Receiving Party shall immediately
destroy Confidential Information (including all reproductions or modifications thereof) in its
possession or disclosed to a third party or return it to the Disclosing Party on its own and atits expense, as instructed by the Disclosing Party, regardless of whether this Agreement isstill or no longer in force.
(9) When the Disclosing Party requests the disposal of Confidential Information, theReceiving Party shall immediately dispose of the media that contain Confidential Informationand provide a document proving the fulfilment of the Receiving Party's obligation to disposeof the said information, as instructed by the Disclosing Party.
(10) The Receiving Part shall make sure that the disclosure of Confidential Information does
not allow the Disclosing Party's Intellectual Property Rights to be assigned, transferred or
licensed, unless otherwise specified herein.
(11) This article represents the entire and complete agreement between the Parties withrespect to the subject matter of this article, and shall supersede all other suggestions andcomments concerning the subject matter of this article, whether written or oral,
communicated between the Parties.
(12) Parties A and B shall agree that Confidential Information specified in the Non-Disclosure
Agreement signed by the them on (date) shall also be handled as Confidential Information
under this article.

5(13) The provisions in this article shall continue in force for a period of five years after the
expiration or termination of this Agreement.
Article 9 (Intellectual Property Rights Related to Report etc.)(1) All Intellectual Property Rights that arise in connection with the Report or in the course of
the Verification shall belong to Party A, unless previously held by Party B or a third party.
(2) Party A shall permit Party B to use, reproduce and modify the Report to the extent
necessary for Party B to conduct the Verification. In this case, Party A shall not enforce its
moral rights.
Additional option: Prior Notification of Application Filing
When filing an application for a patent, utility model, layout-design exploitation, design, ortrademark right, as an Intellectual Property Rights set forth in paragraph (1) of this article,
Party A shall notify Party B of a brief summary of the application in Written Form, in advance.
Additional option: Feedback
If Party B provides Party A with a suggestion or advice in the course of the Verification, Party
A may use it without charge for improvement of its products in the future.
Article 10 (Compensation for Damages)(1) If either Party breaches this Agreement, this Party shall be liable for damages (including
reasonable attorneys' fees) incurred by the other Party.
(2) The total amount of damages shall be not more than the amount of the commission fee
specified herein, unless the loss or damage is caused by the breaching Party's willful act orgross negligence.
Article 11 (Injunction)
If either Party breaches or is likely to breach this Agreement, the other Party may seek an
injunction against such an act, and make a request for measures taken to prevent damage
and restore confidence.
Article 12 (Termination)(1) Either Party may immediately cancel all or part of this Agreement without sending theother Party a letter of demand, in the event of any of the following:6

(i) If the other Party is in material breach of this Agreement,(ii) If the other Party admits its inability to pay debts generally as such debts become due, orif a petition is filed by or against the other Party for the institution of proceedings forbankruptcy, civil rehabilitation, corporate reorganization, or special liquidation, as well as for
auction sale of the other Party's assets,(iii) If the other Party has its transactions suspended by a clearinghouse, or(iv) If there are other material grounds, comparable to those in the preceding items, that makeit difficult to continue this Agreement.
(2) Either Party may cancel all or part of this Agreement if the other Party breaches any ofthe provisions hereof and fails to cure such default within a reasonable period after its receipt
of a letter of demand.
Example of Change of Control (COC) clause as grounds for termination:(v) If there is a substantive change in the ownership of either Party due to a merger, exchangeor transfer of shares, corporate divestiture, transfer of business or a significant change in theshareholding structure, stakes of which account for over one *th of the voting power.
Article 13 (Term of Agreement)This Agreement shall be effective from the date of execution hereof until the day on which
the checking is completed as specified in Article 3 (3) above.
Article 14 (Survival)
The provisions in the following articles shall survive the expiration or termination of thisAgreement: paragraph (2) of Article 5 (Party A's Obligations), Article 6 (Conclusion of Joint
R&D Agreement), paragraphs (2) and (3) of Article 7 (documents etc. provided by Party B to
Party A), Articles 9 (Intellectual Property Rights Related to Report etc.) to 11(Injunction), andArticles 14 (this article) to 17 (Settlement through Consultation).
Article 15 (Governing Law)
Disputes arising out of or in connection with this Agreement shall be settled in accordancewith the laws of Japan.
Article 16 (Jurisdiction)
The Parties hereto shall submit to the exclusive jurisdiction of the [**] District Court, as thecourt of first instance, in respect to disputes arising out of or in connection with this Agreement.
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Article 16 (Alternative option 1: Mediation of Disputes)(1) To settle an intellectual property dispute arising out of or in connection with this Agreement,a request for mediation shall first be filed with the [Tokyo | Osaka] District Court.
(2) If an agreement is not reached through the mediation specified in the preceding
paragraph, the Parties hereto shall submit to the exclusive jurisdiction of the district court set
forth in the preceding paragraph as the court of first instance.
(3) Except as specified in the paragraph (1), the Parties hereto shall submit to the exclusive
jurisdiction of the district court set forth in the paragraph (1), as the court of first instance, inrespect to disputes (including IP disputes in court) arising out of or in connection with thisAgreement.
Article 16 (Alternative option 2: Arbitration)
All disputes arising out of or in connection with this Agreement shall be finally settled byarbitration in (name of city), in accordance with the arbitration rules of (name of arbitrationbody).
Article 17 (Settlement through Consultation)
Any matter not stipulated herein or any question arising out of or in connection with thisAgreement shall be settled through consultation between both Parties.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in duplicate byplacing their signatures and seals thereon, and each Party shall keep one copy of theoriginals. To execute this Agreement electronically, the Parties hereto shall make anelectromagnetic record of this Agreement in duplicate, place their electronic signatures
thereon, and each Party shall keep the record.
(Date)
Party A:
Party B:

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Other clauses that can be added optionally
Article ** (Additional option: Recommission)(1) Party A may recommission part of the Verification to a third party (hereinafter the"Subcontractor") if Party B gives prior consent in Written Form. To refuse to give the saidconsent, Party B needs to have reasonable grounds for the refusal.
(2) When recommissioning part of the Verification to the Subcontractor in accordance withthe preceding paragraph, Party A shall place the Subcontractor under the same obligation as
specified herein, with which Party A itself must comply.
(3) Party A shall be held liable for any loss or damage incurred in the course of the Verification
conducted by the Subcontractor in the same manner as in the case of the Verification
conducted by Party A itself, unless it is due to a cause attributable to Party B. However, Party
A shall not be liable in connection with the Verification for which the Subcontractor isdesignated by Party B, unless the loss or damage is caused by Party A's willful act or grossnegligence.
Article ** (Additional option: Amendment to Agreement)
If it becomes necessary to amend the terms of this Agreement such as the Verification period
and the commission fee, due to an unexpected increase in the number of items to be verified
in the course of the Verification, for example, either Party shall send a notice to the otherParty in Written Form and make a proposal to hold a consultation. After the said proposal,
both Parties shall immediately start discussing whether or not to amend the terms of thisAgreement and the details of, if any, amendment to be made.
(2) To amend all or part of this Agreement through the consultation in the preceding
paragraph, Parties A and B shall execute an amendment agreement in which the said
amendment is specified.
Article ** (Additional option: No Assignment)
Either Party shall not allow a third party to succeed to its contractual status hereunder, assign
or transfer part or all of its rights and obligations hereunder to a third party, or pledge themas collateral without obtaining prior consent in Written Form from the other Party
Article ** (Additional option: Late Charge)
9

If either Party is in arrears with payment required by this Agreement, this Party shall pay **%per annum of the unpaid amount as a late charge for a period from the day following the due
date until the day on which the payment is made.

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(Exhibit **)Verification (Article 2 (1) of Agreement)
The general procedure for conducting the Verification is described below. If there is any
conflict or inconsistency between this Exhibit and the text of the model Agreement, thisExhibit shall prevail.
(1) Party B shall provide Party A with drawings of the Product (automobile headlight cover),information on the product specifications, target specification values such as heat-dissipation
performance that are expected to be achieved, and other information needed for the
Verification.
(2) Party A shall put forward a detailed plan for the Verification using the information provided
by Party B. The detailed plan shall include the following: *Details (shape, dimensions etc.) of a test specimen that is made by molding the headlightcover material, to which the new material α is added.
Items to be tested on the specimen (including characteristics of heat-dissipation,mechanical strength and fatigue).
Other specific matters, if any, which are included in response to a request from Party B.
(3) Party A shall conduct the Verification in accordance with the detailed plan and deliver theReport to Party B. Upon receipt of the Report, Party B shall check the Report promptly andsend a notification that includes the following information within a reasonable period:(a) Party B's decision whether or not to execute a joint R&D agreement (Basically, the Parties
shall proceed to a joint R&D phase if the evaluation results achieve an initially-anticipatedlevel.)(b) If not, the reasons for not proceeding to a joint R&D phase (Specific reasons, e.g. acharacteristic that needs to be improved, shall be provided.)(c) Results (such as raw data) of evaluation of the following items (including heat-dissipation
characteristics) made by Party B:* If the Parties have already completed (1) and (2) above under the Non-Disclosure
Agreement, the detailed plan shall be attached as an exhibit.

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