Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)English Translation for Reference Use Only

English Translation for Reference Use Only

Standard Form ofBusiness Entrustment Contracts

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

Revised on March 18, 2015

Revised on March 18, 2015

Revised on June 30, 2015

Revised on June 30, 2015

Revised on March 25, 2016

Revised on March 25, 2016

Revised on March 31, 2017

Revised on March 31, 2017

Revised on March 30, 2018

Revised on March 30, 2018

Revised on March 20, 2019

Revised on March 20, 2019

Revised on March 25, 2020
(Table of Contents)(Table of Contents)

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

National Research and Development Agencies, Etc.)(Table of Contents)(Table of Contents)

1. Form of Business Entrustment Contracts

1. Form of Business Entrustment Contracts

2. General Conditions of Business Entrustment Contracts

2. General Conditions of Business Entrustment Contracts(1) Main Body
Chapter I. Performance of Contract Work (Articles 1 to 9)(1) Main Body
Chapter I. Performance of Contract Work (Articles 1 to 9)

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Chapter II. Amendment Procedures (Articles 10 and 11)

Chapter II. Amendment Procedures (Articles 10 and 11)

Chapter III. Estimated Payment and Final Settlement Payment

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

Chapter IV. Management, Etc. of Acquired Property (Articles 20 to
22)

Chapter IV. Management, Etc. of Acquired Property (Articles 20 to
22)

Chapter V. Handling of Technical Results and Intellectual Property
Rights

Chapter V. Handling of Technical Results and Intellectual Property
RightsSection 1. Definitions (Article 23)

Section 1. Definitions (Article 23)

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

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

Section 3. Intellectual Property Rights (Articles 28 to 34)

Section 3. Intellectual Property Rights (Articles 28 to 34)

Chapter VI. Miscellaneous Provisions (Articles 35 to 53)

Chapter VI. Miscellaneous Provisions (Articles 35 to 53)

Special Provisions

Special Provisions

Supplementary Provisions

Supplementary Provisions(2) Forms(2) Forms(3) Appended Tables (for Universities and National Research and(3) Appended Tables (for Universities and National Research andDevelopment Agencies, Etc.)(4) Calculation Criteria for Contract Work Expenses

Development Agencies, Etc.)(4) Calculation Criteria for Contract Work Expenses

Calculation Criteria for Contract Work Expenses (for Universities)

Calculation Criteria for Contract Work Expenses (for Universities)

Calculation Criteria for Contract Work Expenses (for National

Calculation Criteria for Contract Work Expenses (for National

Research and Development Agencies, Etc.)

Research and Development Agencies, Etc.)

1. Form of Business Entrustment Contracts (for Universities and National

1. Form of Business Entrustment Contracts (for Universities and National

Research and Development Agencies, Etc.)

Research and Development Agencies, Etc.)

This entrustment contract (this "Contract") is made and entered into by theThis entrustment contract (this "Contract") is made and entered into by the

National Research and Development Agency New Energy and Industrial

National Research and Development Agency New Energy and Industrial

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

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

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Article 1 (Contract Work)

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

NEDO agrees to entrust business relating to the research and development

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

Entrustee agrees to accept such entrustment.

Entrustee agrees to accept such entrustment.

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

Article 2 (Contract Amount, Etc.)

Article 2 (Contract Amount, Etc.)

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

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

perform the Contract Work, within the limits of the contract amount specified

below (the "Contract Amount").

below (the "Contract Amount").

Contract Amount JPY ****

Contract Amount JPY ****

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

Notwithstanding the foregoing, the maximum amount of expenses for

Notwithstanding the foregoing, the maximum amount of expenses for

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

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

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

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

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

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

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

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

Article 3 (Contract Period)

Article 3 (Contract Period)

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

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

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

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

to [Month, day, year]

Contract Period

From [Month, day, year]

to [Month, day, year]

Article 4 (Performance of Contract Work)

Article 4 (Performance of Contract Work)

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

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

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

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

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

and provisions hereof.

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

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

General Conditions of Business Entrustment Contract

General Conditions of Business Entrustment Contract

General Conditions of Business Entrustment Contract (for Universities,

General Conditions of Business Entrustment Contract (for Universities,

and National Research and Development Agencies, Etc.)

and National Research and Development Agencies, Etc.)

Special Conditions (****)

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

Conditions or Special Conditions applicable to each Entrustee.)

Conditions or Special Conditions applicable to each Entrustee.)

3. In case any article, paragraph, or item in the Conditions mentioned in the

3. In case any article, paragraph, or item in the Conditions mentioned in thepreceding paragraph is revised by NEDO after execution of this Contract, thepreceding paragraph is revised by NEDO after execution of this Contract, therevised Conditions shall apply. In such cases, the Entrustee may request

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

NEDO to prepare a written amendment to this Contract.

NEDO to prepare a written amendment to this Contract.

Article 5 (Execution Plan)

Article 5 (Execution Plan)

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

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

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

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

approved by NEDO (the "Execution Plan").

approved by NEDO (the "Execution Plan").

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Article 6 (Contract Guarantee)

Article 6 (Contract Guarantee)

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

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

for this Contract.

for this Contract.

Article 7 (Agreed Foreign Exchange Rate)

Article 7 (Agreed Foreign Exchange Rate)

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

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

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

Agreed exchanged rateyen/****

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

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

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

8.)

8.)

Article 8 (Measures Against Misconduct, Etc.)

Article 8 (Measures Against Misconduct, Etc.)

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

necessary for the prevention and correction of such acts.

Article 9 (Survival Clause)

Article 9 (Survival Clause)

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

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

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

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

subject of the measures ceases to exist.

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

keep one original.

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

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

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

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

Kanagawa Prefecture Japan

Kanagawa Prefecture Japan

National Research and Development Agency

National Research and Development Agency

New Energy and Industrial Technology

New Energy and Industrial Technology

Development Organization

Development Organization

Chairperson:

Chairperson:

Entrustee:

Entrustee:

2. General Conditions of Business Entrustment Contracts (for Universities and2. General Conditions of Business Entrustment Contracts (for Universities andNational Research and Development Agencies, Etc.)

National Research and Development Agencies, Etc.)(1) Main Body

(1) Main Body

Chapter I Performance of Contract Work

Chapter I Performance of Contract Work

Article 1 (Performance of Contract Work)

Article 1 (Performance of Contract Work)

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

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

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

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

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

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

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

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

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

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

the incident and its impact, etc., on the Contract Work to NEDO, withinseven days of the occurrence of the event.

seven days of the occurrence of the event.

Article 2 (Re-Entrustment, Etc.)

Article 2 (Re-Entrustment, Etc.)

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

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

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

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

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

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

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

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

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

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

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

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

Entrustee in case of multiple Entrustees).

Entrustee in case of multiple Entrustees).

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

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

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

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

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

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

Work (the "Re-Entrusted Contractor").

Work (the "Re-Entrusted Contractor").

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

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

into an agreement with the Re-Entrusted Contractor regarding matters

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

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

research institute, incorporated administrative agency (including a national

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

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

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

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

relevant National Institutes, Etc. if the Entrustee guarantees the provisionsof the following items:of the following items:(i) If NEDO wishes to perform an inspection of a Re-Entrusted Contractor as(i) If NEDO wishes to perform an inspection of a Re-Entrusted Contractor as

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

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

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

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

4. In case the Entrustee Re-Entrusts the Contract Work to a contractor other

4. In case the Entrustee Re-Entrusts the Contract Work to a contractor otherthan National Institutes, Etc., and private universities under Paragraph 1,

than National Institutes, Etc., and private universities under Paragraph 1,

ownership of Acquired Property (which shall refer to buildings, structures,

ownership of Acquired Property (which shall refer to buildings, structures,

machinery, vehicles, tools, instruments, and furniture) purchased or

machinery, vehicles, tools, instruments, and furniture) purchased or

manufactured by the Re-Entrusted Contractor to perform the Contract Work

manufactured by the Re-Entrusted Contractor to perform the Contract Work

having an acquisition cost of 500,000 yen or more and an estimated useful life

having an acquisition cost of 500,000 yen or more and an estimated useful lifeof one year or longer (Acquired Property having an acquisition cost of 500,000

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 shallyen or more and an estimated useful life of one year or longer shallhereinafter be referred to as a "Registered Assets") shall be vested in thehereinafter be referred to as a "Registered Assets") shall be vested in the

Entrustee upon an acceptance inspection or completion inspection by the Re-

Entrustee upon an acceptance inspection or completion inspection by the Re-

Entrusted Contractor, and matters concerning the ownership and handling of

Entrusted Contractor, and matters concerning the ownership and handling ofsuch assets after completion of the Contract Work shall be stipulated in thesuch assets after completion of the Contract Work shall be stipulated in the

Re-Entrustment Contract.

Re-Entrustment Contract.

5. In case the Registered Assets of the Re-Entrusted Contractor provided for in

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

the preceding paragraph do not belong to the Entrustee, the Registered

Assets shall belong to NEDO through the Entrustee, and handling of theAssets shall belong to NEDO through the Entrustee, and handling of theRegistered Assets by the Re-Entrusted Contractor shall be stipulated in theRegistered Assets by the Re-Entrusted Contractor shall be stipulated in the

Re-Entrustment contract with the provisions of Paragraphs 3 to 7 of Article

Re-Entrustment contract with the provisions of Paragraphs 3 to 7 of Article

20 and Article 20-2 of the General Conditions of Business Entrustment

20 and Article 20-2 of the General Conditions of Business Entrustment

Contract applied mutatis mutandis (excluding "items of Acquired Property

Contract applied mutatis mutandis (excluding "items of Acquired Property

which are deemed appropriate to be assigned to the Purchaser Candidate

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

provided for in Paragraph 6" mentioned in Paragraphs 6 and 7 of Article 20-2of the General Conditions of Business Entrustment Contracts). In this case,of the General Conditions of Business Entrustment Contracts). In this case,in the provisions of the General Conditions of Business Entrustmentin the provisions of the General Conditions of Business Entrustment

Contracts to be applied mutatis mutandis, the term "NEDO" is replaced with

Contracts to be applied mutatis mutandis, the term "NEDO" is replaced with

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)"the National Research and Development Agency New Energy and Industrial"the National Research and Development Agency New Energy and Industrial

Technology Development Organization", the term "Entrustee" shall beTechnology Development Organization", the term "Entrustee" shall be

replaced with "Re-Entrusted Contractor," and the term "Contract Work"

replaced with "Re-Entrusted Contractor," and the term "Contract Work" shall

shall be replaced with "Re-Entrustment Work", and, in Paragraph 6 ofbe replaced with "Re-Entrustment Work", and, in Paragraph 6 of Article 20

Article 20 of the General Conditions of Business Entrustment Contracts, theof the General Conditions of Business Entrustment Contracts, the term

term "expenses recognized by NEDO" shall be replaced with "expenses"expenses recognized by NEDO" shall be replaced with "expenses recognizedrecognized by the Entrustee."by the Entrustee."

6. The provisions of Paragraphs 1 to 5 of this Article shall apply mutatis

6. The provisions of Paragraphs 1 to 5 of this Article shall apply mutatis

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

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

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

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

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

"Joint Contractor;" in Paragraph 3 the term "rules for entrusted research""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 be replaced with "rules for Joint Performance;" in Paragraph 4 the term"shall be vested in the Entrustee" shall be replaced with "shall be vested in"shall be vested in the Entrustee" shall be replaced with "shall be vested in

the Entrustee up to the percentage equivalent of the share of research

the Entrustee up to the percentage equivalent of the share of researchexpenses to be paid by the Entrustee under the Joint Performance contract

expenses to be paid by the Entrustee under the Joint Performance contract

between the Entrustee and the Joint Contractor;" in Paragraph 5 the term

between the Entrustee and the Joint Contractor;" in Paragraph 5 the term

"belong to NEDO" shall be replaced with "belong to NEDO up to the"belong to NEDO" shall be replaced with "belong to NEDO up to thepercentage equivalent of the share of research expenses to be paid by thepercentage equivalent of the share of research expenses to be paid by the

Entrustee under the Joint Performance contract between the Entrustee andEntrustee under the Joint Performance contract between the Entrustee and

the Joint Contractor," the term "Paragraphs 3 to 7 of Article 20 of the General

the Joint Contractor," the term "Paragraphs 3 to 7 of Article 20 of the General

Conditions of Business Entrustment Contracts" shall be replaced with

Conditions of Business Entrustment Contracts" shall be replaced with

"Paragraphs 3 to 7 of Article 22 of the General Conditions of Joint Research"Paragraphs 3 to 7 of Article 22 of the General Conditions of Joint ResearchContracts" and the term "Article 20-2 of the General Conditions of BusinessContracts" and the term "Article 20-2 of the General Conditions of BusinessStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Entrustment Contracts " shall be replaced with "Article 22-2 of the General

Entrustment Contracts " shall be replaced with "Article 22-2 of the General

Conditions of Joint Research Contracts;" and, in Article 22 and Article 22-2 ofConditions of Joint Research Contracts;" and, in Article 22 and Article 22-2 ofthe General Conditions of Joint Research Contracts the term "the share of

the General Conditions of Joint Research Contracts the term "the share of

NEDO" shall be replaced with "the share of NEDO which is equivalent to the

NEDO" shall be replaced with "the share of NEDO which is equivalent to theshare of research expenses to be paid by the Entrustee under the Joint

share of research expenses to be paid by the Entrustee under the Joint

Performance contract between the Entrustee and the Joint Contractor."

Performance contract between the Entrustee and the Joint Contractor."

Article 3 (Assignment of Rights and Obligations)

Article 3 (Assignment of Rights and Obligations)

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

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

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

Approval of Transfer of Rights and Obligations (Form No. 1) to NEDO andApproval of Transfer of Rights and Obligations (Form No. 1) to NEDO andobtain the approval of NEDO in advance.

obtain the approval of NEDO in advance.

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

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

Contract, except as approved in advance by NEDO.

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

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

Article 4 (Control of Contract Work)

Article 4 (Control of Contract Work)

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

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

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

the Contract Work:the Contract Work:(i) To request the Entrustee to report on the progress and performance(i) To request the Entrustee to report on the progress and performance

method of the Contract Work.

method of the Contract Work.

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

attend to the performance.

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

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

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

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

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

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

Article 10 or Article 11 shall apply.

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

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

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

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

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

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

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

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

responsible for the inspection of contractors other than the Representative

responsible for the inspection of contractors other than the Representative

Party.

Party.

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

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

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

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

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

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

Representative Party."

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

Article 5 (Incurrence of Expenses Necessary for Performing Contract Work)The Entrustee shall incur expenses necessary for performing the Contract

The Entrustee shall incur expenses necessary for performing the Contract

Work, in accordance with the items listed in the estimated expense table ofWork, in accordance with the items listed in the estimated expense table ofStandard Form of Business Entrustment Contracts

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

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

shall be incurred in accordance with the items listed in the estimated expense

shall be incurred in accordance with the items listed in the estimated expense

table of the changed Execution Plan.

table of the changed Execution Plan.

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

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

Zone for Innovative Technology)

Zone for Innovative Technology)

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

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

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

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

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

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

referred to as the "Super Special Zone"), and all or part of the Contract Workis selected as an adopted subject for the Super Special Zone, expenses may,is selected as an adopted subject for the Super Special Zone, expenses may,upon notification of such selection, be handled in a comprehensive andupon notification of such selection, be handled in a comprehensive andefficient manner under the "Policy for Comprehensive and Efficient Operation

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

regardless of the provisions of this Contract.

regardless of the provisions of this Contract.

Article 6 (Keeping Accounting Records)

Article 6 (Keeping Accounting Records)

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

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

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

amount of each disbursement.

2. If the Entrustee is a national university corporation, inter-university

2. If the Entrustee is a national university corporation, inter-university

research institute corporation, public university, private university, or college

research institute corporation, public university, private university, or collegeof technology ("University, Etc."), it shall record all expenses necessary forof technology ("University, Etc."), it shall record all expenses necessary for

performing the Contract Work in accordance with the expense items set forth

performing the Contract Work in accordance with the expense items set forthin the Calculation Criteria for Contract Work Expenses (for Universities), andin the Calculation Criteria for Contract Work Expenses (for Universities), andif the Entrustee is a national research and development agency, incorporated

if the Entrustee is a national research and development agency, incorporated

administrative agency, or local incorporated administrative agency ("National

administrative agency, or local incorporated administrative agency ("National

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Research and Development Agency, Etc."), it shall record all expenses

Research and Development Agency, Etc."), it shall record all expenses

necessary for performing the Contract Work in the accounting books provided

necessary for performing the Contract Work in the accounting books provided

for in the preceding paragraph in accordance with the expense items specified

for in the preceding paragraph in accordance with the expense items specified

in the Calculation Criteria for Contract Work Expenses (for Nationalin the Calculation Criteria for Contract Work Expenses (for National

Research and Development Agencies) and shall organize and retain all

Research and Development Agencies) and shall organize and retain all

documents for certifying or describing the contents of disbursements.

documents for certifying or describing the contents of disbursements.

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

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

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

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

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

hereinafter) in which the Contract Period ends.

hereinafter) in which the Contract Period ends.

Article 7 (Performance of Interim Evaluation)

Article 7 (Performance of Interim Evaluation)

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

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

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

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

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

Contract at its own discretion, even during the Contract Period.

3. Depending on the results of the Interim Evaluation, NEDO may decide not toconclude a subsequent business entrustment contract.

3. Depending on the results of the Interim Evaluation, NEDO may decide not toconclude a subsequent business entrustment contract.

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

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

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

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

separately adopted by NEDO (or an implementation policy separately

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

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

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

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

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

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

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

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

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

period ends.

Article 9 (Request for Continuation)

Article 9 (Request for Continuation)

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

research and development for which the performance period defined in the

research and development for which the performance period defined in thebasic plan separately adopted by NEDO extends beyond the expiration of thebasic plan separately adopted by NEDO extends beyond the expiration of theContract Period, the Entrustee shall submit Form No. 3 and specify researchContract Period, the Entrustee shall submit Form No. 3 and specify research

outline, a research and development performance plan, necessary expenses,

outline, a research and development performance plan, necessary expenses,

etc., for continuing the contract to NEDO, prior to the starting date of theetc., for continuing the contract to NEDO, prior to the starting date of thefollowing contract period.

following contract period.

Chapter II Amendment Procedures

Chapter II Amendment Procedures

Article 10 (Amendment of Contract)

Article 10 (Amendment of Contract)

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

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

the other party in any of the following cases:

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

Execution Plan during the performance of the Contract Work; orExecution Plan during the performance of the Contract Work; or(ii) If performance of part of this Contract under the conditions set forth(ii) If performance of part of this Contract under the conditions set forth

herein is rendered difficult due to a significant change in economic

herein is rendered difficult due to a significant change in economic

conditions or a natural disaster.

conditions or a natural disaster.

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

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

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

Article 11 (Change in Execution Plan, Etc.)

Article 11 (Change in Execution Plan, Etc.)

Standard Form of Business Entrustment Contracts

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

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

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

(Form No. 4) to NEDO for its review. Notwithstanding the foregoing, if(Form No. 4) to NEDO for its review. Notwithstanding the foregoing, if

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

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

provisions of Paragraphs 5 and 6 shall apply.

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

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

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

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

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

be appropriate.

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

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

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

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

change within ten days after receipt of the request.

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

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

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

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

are amended under the provisions of the preceding Article.

are amended under the provisions of the preceding Article.

(ii) In case of a major change in the contents of the Execution Plan under the(ii) In case of a major change in the contents of the Execution Plan under theprovisions of Paragraph 1, a contract amendment shall be deemed to haveprovisions of Paragraph 1, a contract amendment shall be deemed to havebeen concluded upon the approval of NEDO.

been concluded upon the approval of NEDO.

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

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

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

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

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

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

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

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

NEDO.

NEDO.

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

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

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

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

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

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

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

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

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

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

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

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

representative, address, or name.

representative, address, or name.

Chapter III Estimated Payment and Final Settlement Payment

Chapter III Estimated Payment and Final Settlement Payment

Article 12 (Estimated Payment)

Article 12 (Estimated Payment)

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

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

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

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

payment is deemed necessary for the Entrustee.

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

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

paragraph, the Entrustee shall submit an Invoice for Payment (Form No. 5-

paragraph, the Entrustee shall submit an Invoice for Payment (Form No. 5-1). Notwithstanding the foregoing, an invoice form used by National Research1). Notwithstanding the foregoing, an invoice form used by National Researchand Development Agency, Etc. may be substituted for the Invoice for Payment

and Development Agency, Etc. may be substituted for the Invoice for Payment

in Form No.5-1 if approved by NEDO.

in Form No.5-1 if approved by NEDO.

Article 13 (Submission of Performance Reports, Etc.)

Article 13 (Submission of Performance Reports, Etc.)

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

1. The Entrustee shall submit one copy of a Contract Work Performance Report(Form No.6), (deleted), to NEDO before the earlier of the date of either the(Form No.6) , (the “Performance Report”), to NEDO before the earlier of thecompletion of the Contract Work (or within 30 days from the day following thedate of either the completion of the Contract Work (or within 30 days from theStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

date of termination, if this Contract is terminated under the provisions of

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

Article 36, 37, or 38) or the date of expiration of the Contract Period.

provisions of Article 36, 37, or 38) or the date of expiration of the Contract

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

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

Submission Date"), submit one copy of a Contract Work Interim Performancethe Entrustee shall, prior to March 31 of each year (the "Fiscal Year-End

Report (Form No.6) relating to the Contract Work that has been completed in

Submission Date"), submit one copy of a Contract Work Interim Performancethe relevant fiscal year.

Report (Form No.6) relating to the Contract Work that has been completed in

Article 14 (Inspections and Requests for Reports)
1. Upon receipt of the Contract Work Performance Report or Contract WorkInterim Performance Report (collectively referred to as "Performance Report,
Etc.") provided for in the preceding Article, NEDO shall promptly inspect thethe relevant fiscal year.
Article 14 (Inspections and Requests for Reports)
1. Upon receipt of the Performance Report provided for in the preceding Article,
NEDO shall promptly inspect the content of the Performance Report.

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

2. In addition to the inspection provided for in the preceding paragraph, NEDO
may conduct the inspections in the following items:

performing the Contract Work during the Contract Period.

(i) Inspections on the status of disbursement of expenses necessary for(ii) Other inspections deemed necessary by NEDO.

performing the Contract Work during the Contract Period.

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,(ii) Other inspections deemed necessary by NEDO.
3. NEDO may conduct the inspections in the preceding two paragraphs onrequest that the Entrustee submit reports and materials that may assist in

matters listed in the items below. In this case, NEDO may if necessary,

the inspections.

request that the Entrustee submit reports and materials that may assist in(i) Consistency between the content of research and development described in

the inspections.

the Performance Report, Etc. and disbursed expenses.
(ii) Consistency between the contents of the Execution Plan and the
Performance Report, Etc.

(i) Consistency between the content of research and development described in
the Performance Report and disbursed expenses.
(ii) Consistency between the contents of the Execution Plan and theStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)(iii) The status of plant construction, production of machinery, and plant andPerformance Report.

machinery operation.

(iii) The status of plant construction, production of machinery, and plant and(iv) Accounting books and documents listed in Article 6.

machinery operation.

(v) Other matters deemed necessary by NEDO, in connection with the(iv) Accounting books and documents listed in Article 6.

Contract Work.
4. If NEDO determines that facts need to be confirmed, the Entrustee shallrequest that its suppliers cooperate in the submission of reports andmaterials that may assist in NEDO’s inspections.
5. NEDO may conduct the inspections provided for in Paragraphs 1 and 2 at thefactories, laboratories, or other offices of the Entrustee (including the places(v) Other matters deemed necessary by NEDO, in connection with theContract Work.
4. If NEDO determines that facts need to be confirmed, the Entrustee shallrequest that its suppliers cooperate in the submission of reports andmaterials that may assist in NEDO’s inspections.
5. NEDO may conduct the inspections provided for in Paragraphs 1 and 2 at theof business of the Re-Entrusted Contractor and Joint Contractor of thefactories, laboratories, or other offices of the Entrustee (including the places

Entrustee, and the Joint Contractor of the Re-Entrusted Contractor; the sameof business of the Re-Entrusted Contractor and Joint Contractor of theshall apply hereinafter).

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

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

shall apply hereinafter).
6. To conduct the inspections mentioned in Paragraphs 1 and 2, NEDO shallthe personnel in charge of the inspection, and other matters necessary for

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

performance of the inspection.

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

7. If the Entrustee receives the notification set forth in the preceding
paragraph, the Entrustee shall prepare the documents listed in the Appended

performance of the inspection.
7. If the Entrustee receives the notification set forth in the preceding

Table (for Universities, and National Research and Development Agencies,

paragraph, the Entrustee shall prepare the documents listed in the AppendedEtc.) of these General Conditions, and any other documents specified by

Table (for Universities, and National Research and Development Agencies,

NEDO in advance, and shall dispatch personnel that can explain the contentsEtc.) of these General Conditions, and any other documents specified byof the Contract Work and accounting to the place of inspection specified by

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

NEDO, at the expense of the Entrustee.

of the Contract Work and accounting to the place of inspection specified by

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

NEDO, at the expense of the Entrustee.

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)ministry responsible for NEDO, may attend inspections if such attendance isdeemed necessary by NEDO, and the Entrustee shall accept such attendance.
9. NEDO may conduct the inspections provided for in Paragraph 2 Item 2during the five years from the day following the last day of the fiscal year inwhich 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

8. Officials of the Ministry of Economy, Trade and Industry, which is theministry responsible for NEDO, may attend inspections if such attendance isdeemed necessary by NEDO, and the Entrustee shall accept such attendance.
9. NEDO may conduct the inspections provided for in Paragraph 2 Item 2during the five years from the day following the last day of the fiscal year inwhich 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

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

Article (including the report from the Representative Party under Paragraphexpiration of the Contract Period that all expenses necessary for performing

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

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

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

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

amount to be paid by NEDO and notify the Entrustee of such determination.

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

2. The determination mentioned in the preceding paragraph shall be made in

Universities) in the case of University, Etc. and in accordance with theaccordance with the Calculation Criteria for Contract Work Expenses (forCalculation Criteria for Contract Work Expenses (for National Research andUniversities) in the case of University, Etc. and in accordance with theDevelopment Agencies) in the case of National Research and Development

Calculation Criteria for Contract Work Expenses (for National Research andAgency, Etc.

Development Agencies) in the case of National Research and Development

Article 16 (Invoice and Payment of Determined Amount)Agency, Etc.

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

Article 16 (Invoice and Payment of Determined Amount)

Article, the Entrustee shall charge NEDO the amount determined under the

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

provisions of Paragraph 1 of the preceding Article (the "Determined Amount")

Article, the Entrustee shall charge NEDO the amount determined under theby means of an Invoice for Payment (Form No. 5-1) or an invoice provided forprovisions of Paragraph 1 of the preceding Article (the "Determined Amount")Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

in Paragraph 2 of Article 12. Notwithstanding the foregoing, if Estimatedby means of an Invoice for Payment (Form No. 5-1) or an invoice provided for

Payment has already been made under the provisions of Article 12, thein Paragraph 2 of Article 12. Notwithstanding the foregoing, if EstimatedEntrustee shall charge the Determined Amount after deducting the amount ofPayment has already been made under the provisions of Article 12, theEstimated Payment.

Entrustee shall charge the Determined Amount after deducting the amount of

2. NEDO shall pay the invoice amount to the Entrustee within 30 days (the"Agreed Period") after receipt of the Invoice for Payment, under theprovisions of the preceding paragraph.
3. Notwithstanding the provisions of the preceding paragraph, if NEDO receives

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 theprovisions of the preceding paragraph.

an Invoice for Payment from the Entrustee and finds that all or part of it is

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

incorrect, NEDO may return the invoice to the Entrustee with an explanationan Invoice for Payment from the Entrustee and finds that all or part of it isof the reason(s) for returning the invoice. In this case, the number of days

incorrect, NEDO may return the invoice to the Entrustee with an explanationfrom the date of the return of the invoice to the date when NEDO receives theof the reason(s) for returning the invoice. In this case, the number of days

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

from the date of the return of the invoice to the date when NEDO receives the

Article 17 (Offset)
In case the Entrustee has a monetary obligation to NEDO, NEDO may offset
the amount payable to the Entrustee under this Contract by the amount of
the Entrustee’s monetary obligation to NEDO.
Article 18 (Overdue Interest)
In case NEDO fails to pay the Determined Amount to the Entrustee within thecorrected Invoice for Payment shall not be included in the Agreed Period.
Article 17 (Offset)
In case the Entrustee has a monetary obligation to NEDO, NEDO may offset
the amount payable to the Entrustee under this Contract by the amount of
the Entrustee’s monetary obligation to NEDO.
Article 18 (Overdue Interest)

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

In case NEDO fails to pay the Determined Amount to the Entrustee within theamount calculated at the legal interest rate stipulated in Article 404 of theAgreed Period, it shall pay to the Entrustee overdue interest on the unpaid

Civil Code, for the period from the day following the date of expiration of theamount at 5 percent per annum, for the period from the day following theAgreed Period to the date on which payment procedures are taken at thedate of expiration of the Agreed Period to the date on which paymentbank of NEDO. However, if NEDO fails to pay the Determined Amountprocedures are taken at the bank of NEDO. However, if NEDO fails to pay

within the Agreed Period due to a natural disaster or other cause not

the Determined Amount within the Agreed Period due to a natural disaster orStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)attributable to the fault of NEDO, the duration of such a cause shall not beother cause not attributable to the fault of NEDO, the duration of such a

included in the number of days to be used for calculation of overdue interest.

cause shall not be included in the number of days to be used for calculation of

Article 19 (Refund of Overpayments)
The Entrustee shall, upon a request by NEDO, refund an overpaid amount ofexpenses necessary for performing the Contract Work that have already been

overdue interest.
Article 19 (Refund of Overpayments)
The Entrustee shall, upon a request by NEDO, refund an overpaid amount of

paid in the form of Estimated Payment (the "Overpayment of Estimatedexpenses necessary for performing the Contract Work that have already been

Payment" or " Overpayment" ) to NEDO if any of the following items apply:

paid in the form of Estimated Payment (the "Overpayment of Estimated(i) If the amount of Estimated Payment exceeds the Determined Amount set

Payment" or " Overpayment" ) to NEDO if any of the following items apply:

forth in Paragraph 1 of Article 15.

(i) If the amount of Estimated Payment exceeds the Determined Amount set(ii) If the amount of Estimated Payment exceeds the amount to be paid byforth in Paragraph 1 of Article 15.

NEDO under the provisions of Paragraph 1 of Article 39.

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

NEDO under the provisions of Paragraph 1 of Article 39.

NEDO after deducting all or part of an obligation to be paid by NEDO
under the provisions of Paragraph 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 amount of the expenses necessary for performing the Contract Work(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 of Paragraph 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 anthat has already been paid under the provisions of Paragraph 2, Article 16

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

the Entrustee shall, upon the request of NEDO, refund the Overpayment of(the "Overpayment of Determined Amount" or “Overpayment”) is detected,

Determined Amount to NEDO.

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

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

Determined Amount to NEDO.
3. If the Entrustee fails to refund the Overpayment provided for in theshall refund the Overpayments while adding a late charge on the unrefunded

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

amount calculated at the legal interest rate stipulated in Article 404 of theshall refund the Overpayments while adding a late charge on the unrefundedStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Civil Code, for the period from the day following the specified due date to theamount at 5 percent per annum, for the period from the day following thedate of refund. However, this shall not apply to projects financed by National

specified due date to the date of refund. However, this shall not apply to

Grants.

projects financed by National Grants.

Chapter IV Management, Etc. of Acquired Property
Article 20 (Management, Etc. of Acquired Property)

Chapter IV Management, Etc. of Acquired Property

1. Ownership of Acquired Property (which shall refer to buildings, structures,

Article 20 (Management, Etc. of Acquired Property)

machinery, vehicles, tools, instruments, and furniture) purchased or

1. Ownership of Acquired Property (which shall refer to buildings, structures,

manufactured by the Entrustee to perform the Contract Work shall be vested

machinery, vehicles, tools, instruments, and furniture) purchased orin the Entrustee upon an acceptance inspection or completion inspection by

manufactured by the Entrustee to perform the Contract Work shall be vested

the Entrustee.

in the Entrustee upon an acceptance inspection or completion inspection by

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

the Entrustee.
2. The Entrustee shall manage the Acquired Property belonging to thegood manager until the termination of this Contract. However, property

Entrustee as provided for in the preceding paragraph with the due care of aowned by NEDO or loaned to NEDO by a third party which is then loaned togood manager until the termination of this Contract. However, property

the Entrustee ("Loaned Property") shall be managed by the Entrustee from

owned by NEDO or loaned to NEDO by a third party which is then loaned tothe date of the loan until the date on which the Entrustee delivers the Loaned

the Entrustee ("Loaned Property") shall be managed by the Entrustee from

Property to a party designated by NEDO in accordance with the instructions

the date of the loan until the date on which the Entrustee delivers the Loanedof NEDO.

Property to a party designated by NEDO in accordance with the instructions

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 otherthan the Contract Work, unless approved by NEDO.
5. In case all of the conditions specified in the following items are met, theapproval of NEDO provided for in the preceding paragraph shall be deemed
to have been obtained and the Entrustee may use the Acquired Property forof 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 thanthe Contract Work, unless approved by NEDO.
5. In case all of the conditions specified in the following items are met, theapproval of NEDO provided for in the preceding paragraph shall be deemedStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)research and educational activities other than the Contract Work:

to have been obtained and the Entrustee may use the Acquired Property for(i) Promotion of the Contract Work is not hindered.

research and educational activities other than the Contract Work:(ii) Acquired Property is not used for any profitable business.

(i) Promotion of the Contract Work is not hindered.

(iii) Actual expenses for use of Acquired Property and repair costs, if any,(ii) Acquired Property is not used for any profitable business.

shall be borne by the Entrustee.
(iv) If NEDO requests that the Entrustee report on the status of its use of theAcquired Property for activities other than the Contract Work, theEntrustee shall respond to such a request.
6. The Entrustee shall be responsible for expenses required for the management(iii) Actual expenses for use of Acquired Property and repair costs, if any,
shall be borne by the Entrustee.
(iv) If NEDO requests that the Entrustee report on the status of its use of theAcquired Property for activities other than the Contract Work, theEntrustee shall respond to such a request.

of Acquired Property which are not included in the expenses recognized by

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

NEDO as expenses necessary for performing the Contract Work or which areof Acquired Property which are not included in the expenses recognized byincurred on or after the date of expiry or, if this Contract is terminated,

NEDO as expenses necessary for performing the Contract Work or which aretermination.

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

7. The provisions of Paragraphs 3, 4, and 6 shall apply mutatis mutandis to thetermination.

management of Loaned Property, which is installed and used at the site of

7. The provisions of Paragraphs 3, 4, and 6 shall apply mutatis mutandis to theperformance by the Entrustee for the purpose of performance of the Contract

management of Loaned Property, which is installed and used at the site ofWork.

performance by the Entrustee for the purpose of performance of the Contract

8. The Entrustee shall promptly notify NEDO if any byproducts having value
such as electricity, hot or cold energy, liquid oil, or chemical productsWork.
8. The Entrustee shall promptly notify NEDO if any byproducts having value("Byproducts"), are anticipated to be generated as a result of the performancesuch as electricity, hot or cold energy, liquid oil, or chemical productsof the Contract Work.

("Byproducts"), are anticipated to be generated as a result of the performance

9. When notified as set forth in the preceding paragraph, NEDO shall provide
the Entrustee with instructions as to the methods of disposal of the
Byproducts.
10. The Entrustee shall promptly report to NEDO if it disposes of anyof the Contract Work.
9. When notified as set forth in the preceding paragraph, NEDO shall provide
the Entrustee with instructions as to the methods of disposal of the
Byproducts.

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Byproducts as provided 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

10. The Entrustee shall promptly report to NEDO if it disposes of any
Byproducts as provided 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,

original condition through repair, replacement and manufacture of

the Entrustee shall restore the Acquired Property or Loaned Property to its

components ("Restoration Work, Etc."). Notwithstanding the foregoing, theoriginal condition through repair, replacement and manufacture of

Entrustee shall follow special instructions, if any, given by NEDO.

components ("Restoration Work, Etc."). Notwithstanding the foregoing, theArticle 22 (Insurance for Loaned Property)
1. NEDO shall take out insurance on Acquired Property belonging to NEDO as

Entrustee shall follow special instructions, if any, given by NEDO.
Article 22 (Insurance for Loaned Property)

set forth in Paragraph 2 of Article 20 if such insurance is deemed necessary

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

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

set forth in Paragraph 2 of Article 20 if such insurance is deemed necessary

if it is deemed appropriate for the Entrustee to take out insurance, thefor smooth performance of the Contract Work. Notwithstanding the foregoing,

Entrustee may do so with the approval of NEDO.

if it is deemed appropriate for the Entrustee to take out insurance, the

2. In case of any accident covered by an insurance policy, involving the Acquired
Property for which the insurance is maintained under the provisions of the

Entrustee may do so with the approval of NEDO.
2. In case of any accident covered by an insurance policy, involving the Acquired

preceding paragraph, the Entrustee shall promptly take the measures

Property for which the insurance is maintained under the provisions of thespecified in the following items, and perform Restoration Work, Etc., for thepreceding paragraph, the Entrustee shall promptly take the measures

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

specified in the following items, and perform Restoration Work, Etc., for theobtaining acknowledgment from NEDO:

Acquired Property on its own, or through a contract with a third party, after(i) Measures such as preservation of evidence, photographic recording, andobtaining acknowledgment from NEDO:

prevention of subsequent damage.

(i) Measures such as preservation of evidence, photographic recording, andStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)(ii) Reporting on the status relating to occurrence of the accident to NEDO (inprevention of subsequent damage.

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

(ii) Reporting on the status relating to occurrence of the accident to NEDO (in(iii) Measures such as changing the Execution Plan under the provisions ofprinciple, within seven days after the date of detection of the accident).

Article 11.
3. When Restoration Work, Etc. is completed, the Entrustee shall submit an
Accident and Restoration Completion Report (Form No. 7) accompanied by a(iii) Measures such as changing the Execution Plan under the provisions ofArticle 11.
3. When Restoration Work, Etc. is completed, the Entrustee shall submit anstatement of the breakdown of expenses required for Restoration Work, Etc.,

Accident and Restoration Completion Report (Form No. 7) accompanied by a

to NEDO.

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

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

Restoration Work, Etc., and take measures for payment of insurance proceedsin the preceding paragraph, NEDO shall confirm completion of theunder the insurance policy to cover the expenses required for the Restoration

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

Work, Etc.

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

5. The Entrustee shall retain documents recording the expenses required for
Restoration Work, Etc., the amount of insurance proceeds received, and other

Work, Etc.
5. The Entrustee shall retain documents recording the expenses required formatters designated by NEDO for five years from the day following the last

Restoration Work, Etc., the amount of insurance proceeds received, and otherday of the fiscal year in which insurance proceeds are paid. However, if

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

NEDO requests a revenue and expenditure report on the Recovery Work, theday of the fiscal year in which insurance proceeds are paid. However, if

Entrustee shall promptly submit a Revenue and Expenditure Report on

NEDO requests a revenue and expenditure report on the Recovery Work, theRestoration Work (Form No. 8) to NEDO.

Entrustee shall promptly submit a Revenue and Expenditure Report on

6. In case insurance policy proceeds are insufficient for completion of the
Restoration Work, Etc., the Restoration Work, Etc. may take such a long

Restoration Work (Form No. 8) to NEDO.
6. In case insurance policy proceeds are insufficient for completion of theperiod of time that it will be difficult to perform, or there is another special

Restoration Work, Etc., the Restoration Work, Etc. may take such a longsituation, both parties shall hold discussions and determine how to performperiod of time that it will be difficult to perform, or there is another special

the Restoration Work, Etc..

situation, both parties shall hold discussions and determine how to performStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Chapter V Handling of Technical Results and Intellectual Property Rights

the Restoration Work, Etc..

Section 1 Definitions

Chapter V Handling of Technical Results and Intellectual Property Rights

Article 23 (Definition of Terms)

Section 1 Definitions

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

Article 23 (Definition of Terms)(i) "Industrial Property Rights" shall refer to patent rights, utility model

For the purpose of this chapter, the following terms shall be defined as follows:rights, design rights, layout-design exploitation rights, and breeder's(i) "Industrial Property Rights" shall refer to patent rights, utility modelrights.
(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 inforeign countries.
(iii) "Industrial Property Rights, Etc." shall refer to the right to obtain
Industrial Property Rights, Industrial Property Rights, and Copyrights.
(iv) "Intellectual Property Rights" shall refer to Industrial Property Rights,
Etc., and Know-How as set forth in Paragraph 2 of Article 29.
(v) "Inventions, Etc." shall include:(a) Inventions defined in Article 2 of the Patent Act (Act No.121 of 1959).

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 inforeign countries.
(iii) "Industrial Property Rights, Etc." shall refer to the right to obtain
Industrial Property Rights, Industrial Property Rights, and Copyrights.
(iv) "Intellectual Property Rights" shall refer to Industrial Property Rights,
Etc., and Know-How as set forth in Paragraph 2 of Article 29.
(v) "Inventions, Etc." shall include:(b) Devices defined in Article 2 of the Utility Model Act (Act No.123 of(a) Inventions defined in Article 2 of the Patent Act (Act No.121 of 1959).

1959).

(b) Devices defined in Article 2 of the Utility Model Act (Act No.123 of(c) Creation of designs defined in Article 2 of the Design Act (Act No.125 of

1959).

1959).

(c) Creation of designs defined in Article 2 of the Design Act (Act No.125 of(d) Creation of layout-designs defined in Article 2 of the Act on the Circuit1959).

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

(d) Creation of layout-designs defined in Article 2 of the Act on the Circuit(e) Breeding of varieties of plants defined in Article 2 of the Plant Variety

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

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

(e) Breeding of varieties of plants defined in Article 2 of the Plant Variety(f) Creation of works.

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

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)(g) To devise Know-How as set forth in Paragraph 2 of Article 29.
Section 2 Handling of Technical Results(f) Creation of works.
(g) To devise Know-How as set forth in Paragraph 2 of Article 29.

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

Section 2 Handling of Technical Results

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

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

Report (Form No. 9) as well as an electronic file of the Contract Work

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

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

Report (Form No. 9) as well as an electronic file of the Contract Work

Report") to NEDO within sixty days after the day following the date ofTechnical Results Report and a summary thereof (the "Technical Resultscompletion of the Contract Work.

Report") to NEDO within sixty days after the day following the date of

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

Entrustee shall submit to NEDO a Notification of Contract Work Interim

2. In case this Contract has a Contract Period that exceeds a fiscal year, theAnnual Report ( Form No. 10) as well as an electronic file of the Interim

Entrustee shall submit to NEDO a Notification of Contract Work Interim

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

Annual Report ( Form No. 10) as well as an electronic file of the Interim

fiscal year not later than the Fiscal Year-End Submission Date. However, thisAnnual Report as of the Fiscal Year-End Submission Date of the relevant

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

fiscal year not later than the Fiscal Year-End Submission Date. However, thisdate of the Contract Period.

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

3. The Technical Results Report shall state details of the results obtained by the
Entrustee through performance of the Contract Work, the status ofdate of the Contract Period.
3. The Technical Results Report shall state details of the results obtained by theachievement in light of the objective(s) described in the Execution Plan,

Entrustee through performance of the Contract Work, the status of

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

achievement in light of the objective(s) described in the Execution Plan,and other technical information in a properly organized manner. However,information concerning the disclosure of technical results, Inventions, Etc.

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

and other technical information in a properly organized manner. However,published or for which no application has been made, unpublished research

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

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

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

4. Upon the request of the Entrustee, publication of the Technical Results
Reports may be suspended for up to two years from the date of expiration of

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

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

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

Reports may be suspended for up to two years from the date of expiration ofunder Article 9, the expiration date of the period agreed in the contract).

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

5. In case NEDO acknowledges that it is technically difficult to provide aTechnical Result Reports in the form of an electronic file, the Entrustee mayunder Article 9, the expiration date of the period agreed in the contract).
5. In case NEDO acknowledges that it is technically difficult to provide a

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

Technical Result Reports in the form of an electronic file, the Entrustee may

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

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

6. In case multiple parties jointly apply for a public call for proposals and
NEDO executes multiple entrustment contracts with multiple parties inIn this case, the summary shall be submitted in the form of an electronic file.
6. In case multiple parties jointly apply for a public call for proposals andconnection with a project that was the subject of the public call, when a joint

NEDO executes multiple entrustment contracts with multiple parties in

research contract concerning the project is executed among the multiple

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

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

research contract concerning the project is executed among the multiple

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

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

Report together with a Notification of Contract Work Technical Results

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

Report ( Form No.9) as provided in Paragraph 1. In this case, the provisions

Report together with a Notification of Contract Work Technical Resultsof Paragraph 1 shall not apply to the multiple parties, only to the one party.

Report ( Form No.9) as provided in Paragraph 1. In this case, the provisions

7. The provisions of the preceding paragraph shall apply mutatis mutandis toof Paragraph 1 shall not apply to the multiple parties, only to the one party.

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

7. The provisions of the preceding paragraph shall apply mutatis mutandis to"Paragraph 1" shall be replaced with "Paragraph 2,", the term "Notification of

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

Contract Work Technical Results Report" in Form No.9" shall be replaced"Paragraph 1" shall be replaced with "Paragraph 2,", the term "Notification ofwith "Notification of Contract Work Interim Annual Report in Form No.10,"

Contract Work Technical Results Report" in Form No.9" shall be replaced

and the term "Technical Results Reports" shall be replaced with the termwith "Notification of Contract Work Interim Annual Report in Form No.10,""Interim Annual Reports."

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

8. If deemed necessary in connection with the Technical Results Reports, NEDO
may request that the Entrustee submit more detailed explanation documents.
Article 25 (Warranty of Copyrights, Etc.)"Interim Annual Reports."
8. If deemed necessary in connection with the Technical Results Reports, NEDO
may request that the Entrustee submit more detailed explanation documents.

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

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

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 ashall be responsible for responding to such a claim, and pay all damages thatthird party in connection with the Technical Results Report, the Entrustee

are payable.

shall be responsible for responding to such a claim, and pay all damages that

Article 26 (Announcement or Publication of Technical Results)
1. The Entrustee shall appropriately announce or publish technical results
obtained through performance of the Contract Work ("Technical Results ofare payable.
Article 26 (Announcement or Publication of Technical Results)
1. The Entrustee shall appropriately announce or publish technical results

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

obtained through performance of the Contract Work ("Technical Results ofwhich have not been published or for which no application has been made,Contract Work"), except those relating to Industrial Property Rights, Etc.,

unpublished research papers and Know-How, as set forth in Paragraph 2 ofwhich have not been published or for which no application has been made,Article 29.

unpublished research papers and Know-How, as set forth in Paragraph 2 of

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

Article 29.
2. In case of an announcement or publication under the provisions of thecase of such an announcement or publication, the Entrustee shall clearly

preceding paragraph, the Entrustee shall report to NEDO in advance. In theindicate that the subject of the announcement or publication was obtained ascase of such an announcement or publication, the Entrustee shall clearlya result of the Contract Work of NEDO using the following example of aindicate that the subject of the announcement or publication was obtained asstatement unless there is a special reason for not doing so.

a result of the Contract Work of NEDO using the following example of a

[Example of Statement in Case of Announcement or Publication]statement unless there is a special reason for not doing so.

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

National Research and Development Agency New Energy and Industrial"These results were obtained as a result of business entrusted by the National

Technology Development Organization ( "NEDO" )."Research and Development Agency New Energy and Industrial Technology

Article 27 (Utilization and Dissemination of Technical Results)
1. The Entrustee shall endeavor to utilize and disseminate technical results to

Development Organization ( "NEDO" )."Article 27 (Utilization and Dissemination of Technical Results)

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)achieve revitalization of the Japanese economy, in the form of domestic

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

production and employment, exports, domestic and overseas licensing

achieve revitalization of the Japanese economy, in the form of domestic

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

production and employment, exports, domestic and overseas licensing

convenience for the people of Japan.

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

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

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

an Entrustee by NEDO (or, if the Entrustee modifies and submits the plan totechnical results submitted by the Entrustee to NEDO during the selection of

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

an Entrustee by NEDO (or, if the Entrustee modifies and submits the plan toto as the "Commercialization Plan"), and if any of the following items occur

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

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

to as the "Commercialization Plan"), and if any of the following items occur(i) If the Commercialization Plan is to be significantly modified.

the Entrustee shall promptly provide an explanation to that effect to NEDO:(ii) If the conditions are met that both parties designate through mutual(i) If the Commercialization Plan is to be significantly modified.

consultation in advance as having an impact on the intent of the provisionsof the preceding paragraph.
3. In the event of the preceding paragraph, if modification of theCommercialization Plan may conflict with the provision of Paragraph 1,(ii) If the conditions are met that both parties designate through mutual
consultation in advance as having an impact on the intent of the provisionsof the preceding paragraph.
3. In the event of the preceding paragraph, if modification of the

NEDO may request that the Entrustee improve the content of theCommercialization Plan may conflict with the provision of Paragraph 1,

modification.

NEDO may request that the Entrustee improve the content of the

4. If the Entrustee intends to commercialize technical results or otherwise usethem to develop products, the Entrustee shall report this to NEDO. When

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

commercialization of technical results is announced or published, thethem to develop products, the Entrustee shall report this to NEDO. When

Entrustee shall clearly indicate that the commercialization is based oncommercialization of technical results is announced or published, theContract Work entrusted by NEDO, using the following example of a

Entrustee shall clearly indicate that the commercialization is based onstatement unless there is a special reason for not doing so. In this case, theContract Work entrusted by NEDO, using the following example of a

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

statement unless there is a special reason for not doing so. In this case, theStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)[Example of Statement in Case of Announcement or Publication ofCommercialization]"This will utilize (some of the) results obtained from business entrusted by

Entrustee may use the logo mark of NEDO with the approval of NEDO.
[Example of Statement in Case of Announcement or Publication ofCommercialization]

the National Research and Development Agency New Energy and Industrial"This will utilize (some of the) results obtained from business entrusted byTechnology Development Organization (NEDO)."the National Research and Development Agency New Energy and Industrial

Section 3 Intellectual Property Rights

Technology Development Organization (NEDO)."

Article 28 (Establishment of Internal Rules Concerning Technical Results ofSection 3 Intellectual Property Rights

Contract Work)

Article 28 (Establishment of Internal Rules Concerning Technical Results ofRegarding the rights of officers and/or employees of the Entrustee ("Employees,

Contract Work)

Etc.") in and outside of Japan to obtain Industrial Property Rights andRegarding the rights of officers and/or employees of the Entrustee ("Employees,

Copyrights relating to the Technical Results of the Contract Work, theEtc.") in and outside of Japan to obtain Industrial Property Rights andEntrustee shall execute an agreement with Employees, Etc. stipulating that

Copyrights relating to the Technical Results of the Contract Work, thesuch rights shall be transferred from Employees, Etc. to the Entrustee

Entrustee shall execute an agreement with Employees, Etc. stipulating that

promptly after execution hereof, or establish an internal rule stipulating thesuch rights shall be transferred from Employees, Etc. to the Entrustee

same. However, this shall not apply if the Entrustee has already executed an

promptly after execution hereof, or establish an internal rule stipulating theagreement with Employees, Etc. stipulating that the right to obtainsame. However, this shall not apply if the Entrustee has already executed an

Industrial Property Rights and Copyrights shall be transferred fromagreement with Employees, Etc. stipulating that the right to obtain

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

Industrial Property Rights and Copyrights shall be transferred fromstipulating the same, and such an agreement or internal rule can be applied

Employees, Etc. to the Entrustee or has established an internal ruleto the Contract Work.

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

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

to the Contract Work.

Work)

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

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

Technical Results of the Contract Work to a third party, including execution ofa confidentiality agreement with Employees, Etc. that stipulates an

1. The Entrustee shall take necessary measures to prevent illegal disclosure ofTechnical Results of the Contract Work to a third party, including execution ofStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

arrangement after the retirement of Employees, Etc.
2. In case of illegal disclosure of Technical Results of Contract Work to a third
party, the Entrustee shall report without delay to NEDO and takea confidentiality agreement with Employees, Etc. that stipulates anarrangement after the retirement of Employees, Etc.
2. In case of illegal disclosure of Technical Results of Contract Work to a third

appropriate measures, including legal action, against anyone that engaged inparty, the Entrustee shall report without delay to NEDO and takemisconduct.

appropriate measures, including legal action, against anyone that engaged in

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

misconduct.
Article 28-3 (Compliance with IP Management Basic Policies)
In performing the Contract Work, the Entrustee shall comply with the basic

call for proposals taking into consideration the "Guidelines for Intellectual

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

Property Management in Government-Commissioned Research andcall for proposals taking into consideration the "Guidelines for Intellectual

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

Development (May 2015, Ministry of Economy, Trade and Industry). "In performing the Contract Work, the Entrustee shall comply with the basic

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

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

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

public call for proposals, taking into consideration the "Guidelines for Data

policies concerning data management given by NEDO at the time of theManagement in Government-Commissioned Research and Development

public call for proposals, taking into consideration the "Guidelines for Data

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

Article 29 (Designation of Know-How)
1. Through consultation with the Entrustee, NEDO may designate technicalinformation relating to the Technical Results of the Contract Work that is not(December 2017, Ministry of Economy, Trade and Industry). "Article 29 (Designation of Know-How)
1. Through consultation with the Entrustee, NEDO may designate technicalsubject to Industrial Property Rights, Etc., but is proprietary information

information relating to the Technical Results of the Contract Work that is notthat can be kept confidential, and will notify the Entrustee of such

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

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

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

2. With regard to technical information designated by NEDO under theStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)submit such information, as well as a Notification of Contract Work Technicalprovision of the preceding paragraph ("Know-How"), the Entrustee shall

Results Report ( Form No.9) to NEDO in accordance with the instructions

submit such information, as well as a Notification of Contract Work Technicalprovided by NEDO.

Results Report ( Form No.9) to NEDO in accordance with the instructions

3. When notifying the Entrustee as set forth in Paragraph 1, NEDO shallspecify the period 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 through the mutual consultation of both parties, but shall inprovided by NEDO.
3. When notifying the Entrustee as set forth in Paragraph 1, NEDO shallspecify the period 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

principle be five years from the day following the last day of the current fiscal

determined through the mutual consultation of both parties, but shall inyear, except in the cases mentioned in the following items. Notwithstanding

principle be five years from the day following the last day of the current fiscal

the foregoing, the period may be extended to ten years, if both parties agree

year, except in the cases mentioned in the following items. Notwithstandingthat particularly strong confidentiality of Know-How is required:the foregoing, the period may be extended to ten years, if both parties agree(i) If any of the parties disclose Know-How to affiliated organizations of thethat particularly strong confidentiality of Know-How is required:

Government of Japan or the government of the country to which the(i) If any of the parties disclose Know-How to affiliated organizations of the

Entrustee belongs in order to obtain an export license, imposing

Government of Japan or the government of the country to which theconfidentiality obligations.

Entrustee belongs in order to obtain an export license, imposing(ii) If any of the parties disclose Know-How to a necessary third party toperform the Contract Work or perform its own research and development,
imposing confidentiality obligations.
(iii) If NEDO discloses Know-How to perform its duties to the Government ofJapan, 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 ofconfidentiality obligations.
(ii) If any of the parties disclose Know-How to a necessary third party toperform the Contract Work or perform its own research and development,
imposing confidentiality obligations.
(iii) If NEDO discloses Know-How to perform its duties to the Government ofJapan, 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.

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Paragraph 2, NEDO shall appropriately store it in a place where confidential
information can be protected against disclosure.
Article 30 (Sealing, Etc., of Technical Information)
1. The Entrustee shall, if required by the Entrustee, document important
technical information that is already possessed by the Entrustee at the start

6. When receiving Know-How from the Entrustee under the provisions ofParagraph 2, NEDO shall appropriately store it in a place where confidential
information can be protected against disclosure.
Article 30 (Sealing, Etc., of Technical Information)
1. The Entrustee shall, if required by the Entrustee, document importantof the Contract Period specified in Article 3 of the Business Entrustment

technical information that is already possessed by the Entrustee at the start

Contract, and shall submit a Request for Sealing ( Form No. 11) to NEDO

of the Contract Period specified in Article 3 of the Business Entrustment

within two months after execution of this Contract.

Contract, and shall submit a Request for Sealing ( Form No. 11) to NEDO

2. Upon submission of the Request for Sealing provided for in the preceding
paragraph, both parties 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 shall be kept by each of the parties.
4. In case the Entrustee objects regarding the attribution of Know-How
designated under the provision of Paragraph 1 of the preceding Article,

within two months after execution of this Contract.
2. Upon submission of the Request for Sealing provided for in the preceding
paragraph, both parties 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 shall be kept by each of the parties.
4. In case the Entrustee objects regarding the attribution of Know-How

technical information that relates to such objection from within the sealed

designated under the provision of Paragraph 1 of the preceding Article,

technical information may be unsealed in the presence of personnel from bothtechnical information that relates to such objection from within the sealed

parties, and shall be promptly resealed.

technical information may be unsealed in the presence of personnel from both

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 ofparties, and shall be promptly resealed.
5. In case that as a result of the unsealing set forth in the preceding paragraph,

Paragraph 1 of the preceding Article belongs to the Entrustee, NEDO shall

NEDO determines that Know-How designated under the provision ofcancel its designation of Know-How.

Paragraph 1 of the preceding Article belongs to the Entrustee, NEDO shall

6. NEDO shall not use or diclose to a third party any technical information thatcancel its designation of Know-How.

it obtains as a result of unsealing.

6. NEDO shall not use or diclose to a third party any technical information that

7. In case the Entrustee does not object to the attribution of Know-How

it obtains as a result of unsealing.

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

designated through mutual consultation of both parties under the provision of

7. In case the Entrustee does not object to the attribution of Know-How

Paragraph 1 of the preceding Article, both parties shall remove the sealing

designated through mutual consultation of both parties under the provision of

conducted under the provision of Paragraph 2.

Paragraph 1 of the preceding Article, both parties shall remove the sealing

Article 31 (Attribution of Intellectual Property Rights)
1. In case the Entrustee makes an Invention, Etc., through performance of the

conducted under the provision of Paragraph 2.
Article 31 (Attribution of Intellectual Property Rights)

Contract Work, the Entrustee shall own the Intellectual Property Rights for

1. In case the Entrustee makes an Invention, Etc., through performance of thethe Invention, Etc. (excluding copyrights in a Technical Results Report, orContract Work, the Entrustee shall own the Intellectual Property Rights forothers similar thereto) subject to reporting to NEDO under the provisions of

the Invention, Etc. (excluding copyrights in a Technical Results Report, or

Articles 29, 32, and 33.

others similar thereto) subject to reporting to NEDO under the provisions of

2. The Entrustee shall promptly undertake procedures for application inconnection with Industrial Property Rights, Etc. relating to the ContractWork.
3. The Entrustee shall comply with the provisions of the following items:(i) When the Entrustee undertakes a procedure for application in connection

Articles 29, 32, and 33.
2. The Entrustee shall promptly undertake procedures for application inconnection with Industrial Property Rights, Etc. relating to the ContractWork.
3. The Entrustee shall comply with the provisions of the following items:with Intellectual Property Rights relating to the Contract Work (or obtains(i) When the Entrustee undertakes a procedure for application in connection

copyrights in the case of copyrights), the Entrustee shall promptly report towith Intellectual Property Rights relating to the Contract Work (or obtains

NEDO to that effect under the provisions of Articles 32 and 33.

copyrights in the case of copyrights), the Entrustee shall promptly report to(ii) If NEDO finds it particularly necessary for the public interest and makes

NEDO to that effect under the provisions of Articles 32 and 33.

a request, while making clear the reasons therefor, upon a request by the(ii) If NEDO finds it particularly necessary for the public interest and makes

Government of Japan, the Entrustee shall grant to NEDO the right to use

a request, while making clear the reasons therefor, upon a request by thethe Intellectual Property Right without charge.

Government of Japan, the Entrustee shall grant to NEDO the right to use(iii) If NEDO finds that Intellectual Property Rights have not been utilized
within a reasonable period of time and does not find any justifiable grounds

the Intellectual Property Right without charge.
(iii) If NEDO finds that Intellectual Property Rights have not been utilized

as to why the Intellectual Property Rights have not been utilized, and inwithin a reasonable period of time and does not find any justifiable grounds

case NEDO finds that utilization of the Intellectual Property Rights is

as to why the Intellectual Property Rights have not been utilized, and inStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

particularly necessary for promoting the use of the Intellectual Property

case NEDO finds that utilization of the Intellectual Property Rights is

Rights, and makes a request making clear the reasons therefor, upon aparticularly necessary for promoting the use of the Intellectual Property

request by the Government of Japan, the Entrustee shall grant to a third

Rights, and makes a request making clear the reasons therefor, upon aparty the right to use the Intellectual Property Rights.

request by the Government of Japan, the Entrustee shall grant to a third(iv) In order to transfer Intellectual Property Rights or approve theparty the right to use the Intellectual Property Rights.

granting or transfer of an exclusive license (including a provisional(iv) In order to transfer Intellectual Property Rights or approve theexclusive license) pertaining to a patent right, utility model right, design

granting or transfer of an exclusive license (including a provisionalright, or an exclusive exploitation right pertaining to a layout-design

exclusive license) pertaining to a patent right, utility model right, design

exploitation right or a breeder's right (hereinafter collectively referred toright, or an exclusive exploitation right pertaining to a layout-design

as "Exclusive License, Etc."), the Entrustee shall obtain NEDO’s approval

exploitation right or a breeder's right (hereinafter collectively referred toin advance. However, this shall not apply in cases of transfer due to a

as "Exclusive License, Etc."), the Entrustee shall obtain NEDO’s approval

corporate merger or divestiture or if the Entrustee transfers thein advance. However, this shall not apply in cases of transfer due to aIntellectual Property Rights to, or approves the granting or transfer ofcorporate merger or divestiture or if the Entrustee transfers thethe Exclusive License, Etc. to an Accredited TLO or Certified BusinessIntellectual Property Rights to, or approves the granting or transfer ofOperator as defined in the Act on the Promotion of Technology Transfer

the Exclusive License, Etc. to an Accredited TLO or Certified Businessfrom Universities to Private Business Operators.

Operator as defined in the Act on the Promotion of Technology Transfer(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,from Universities to Private Business Operators.
(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

the Entrustee shall assign without charge Intellectual Property Rights toparagraph and NEDO finds that there is no just cause for not meeting them,

NEDO.

the Entrustee shall assign without charge Intellectual Property Rights to

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 thethird party will make a commitment to not adversely affect application of the

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Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)provisions of Paragraphs 3 and 4 of this Article, Article 31-3, Article 31-4,

third party will make a commitment to not adversely affect application of the

Article 31-5, and Articles 32 to 34.

provisions of Paragraphs 3 and 4 of this Article, Article 31-3, Article 31-4,

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

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 theContract Work (excluding the Technical Results Report and others similar

copyright pertaining to works such as Inventions, Etc., relating to thethereto), the Entrustee shall be deemed to have granted NEDO the right toContract Work (excluding the Technical Results Report and others similar

exercise the copyright and the right to grant a third party a license for thethereto), the Entrustee shall be deemed to have granted NEDO the right tocopyright to the extent necessary for use of that work by NEDO.

exercise the copyright and the right to grant a third party a license for the

2. The Entrustee shall not exercise its moral rights against any embodiment by

copyright to the extent necessary for use of that work by NEDO.

NEDO and the third party. In addition, if the author of the work is a person

2. The Entrustee shall not exercise its moral rights against any embodiment byother than the Entrustee, the Entrustee shall take necessary measures to

NEDO and the third party. In addition, if the author of the work is a person

prevent the author from exercising moral rights.

other than the Entrustee, the Entrustee shall take necessary measures to

Article 31-3 (Approval of Transfer, Etc. of Intellectual Property Rights)
1. In order to transfer Intellectual Property Rights relating to Contract Work toa third party other than NEDO, the Entrustee shall submit a Request for

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

Approval of Transfer of Intellectual Property Rights ( Form No. 20) to NEDO

a third party other than NEDO, the Entrustee shall submit a Request forfor approval, except in cases set forth in the proviso of Paragraph 3 Item 4ofApproval of Transfer of Intellectual Property Rights ( Form No. 20) to NEDO

Article 31.

for approval, except in cases set forth in the proviso of Paragraph 3 Item 4of

2. In order to approve the granting or transfer of an Exclusive License, Etc. to athird party other than NEDO regarding Intellectual Property Rights relating
to the Contract Work, the Entrustee shall submit to NEDO for approval a

Article 31.
2. In order to approve the granting or transfer of an Exclusive License, Etc. to athird party other than NEDO regarding Intellectual Property Rights relating

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Request for Approval of Grant of Exclusive License, Etc. ( Form No. 13)

to the Contract Work, the Entrustee shall submit to NEDO for approval a

except in the cases set forth in the proviso of Paragraph 3 Item 4 of Article 31.

Request for Approval of Grant of Exclusive License, Etc. ( Form No. 13) except

3. In case NEDO requires a non-exclusive license with a right to sublicense
pertaining to the Intellectual Property Rights when approving the request

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 sublicenseprovided for in the preceding two paragraphs, the Entrustee shall without

pertaining to the Intellectual Property Rights when approving the request

charge grant NEDO such a license.

provided for in the preceding two paragraphs, the Entrustee shall without

4. In case NEDO finds that there is no just cause for the Entrustee to breachthe provisions of the preceding three paragraphs, the Intellectual Property
Rights shall without charge 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 theContract Work, the Entrustee shall submit to NEDO in advance a

charge grant NEDO such a license.
4. In case NEDO finds that there is no just cause for the Entrustee to breachthe provisions of the preceding three paragraphs, the Intellectual Property
Rights shall without charge 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

Notification of Transfer, Etc. of Intellectual Property Rights ( Form No. 15-3)

Contract Work, the Entrustee shall submit to NEDO in advance ain the case of the proviso of Paragraph 3, Item 4 of Article 31.

Notification of Transfer, Etc. of Intellectual Property Rights ( Form No. 15-3)

2. In case NEDO requires a non-exclusive license, with a right to sublicensethat pertains to the Intellectual Property Rights in connection within 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 sublicensesubmission of the notification provided for in the preceding paragraph, thethat pertains to the Intellectual Property Rights in connection with

Entrustee shall without charge grant NEDO such a license.

submission of the notification provided for in the preceding paragraph, the3. If a non-exclusive license with a right to sublicense is granted under the

Entrustee shall without charge grant NEDO such a license.

provisions of the preceding paragraph, the Entrustee shall ensure that the

3. If a non-exclusive license with a right to sublicense is granted under the

successor to the Intellectual Property Rights will make a commitment to notprovisions of the preceding paragraph, the Entrustee shall ensure that theinterfere with the exercise of the non-exclusive license.

successor to the Intellectual Property Rights will make a commitment to not

4. In case NEDO finds that there is no just cause for the Entrustee to breachinterfere with the exercise of the non-exclusive license.

the provisions of the preceding three paragraphs, the Intellectual Property
Rights shall be assigned to NEDO without charge.

4. In case NEDO finds that there is no just cause for the Entrustee to breachthe provisions of the preceding three paragraphs, the Intellectual Property

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Article 31-5 (Notification of Waiver of Intellectual Property Rights)
To waive Intellectual Property Rights pertaining to Technical Results of theContract Work, the Entrustee shall submit a Notification of Waiver ofRights 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 theIntellectual Property Rights ( Form No. 18) to NEDO prior to waiving theContract Work, the Entrustee shall submit a Notification of Waiver ofIntellectual Property Rights.

Intellectual Property Rights ( Form No. 18) to NEDO prior to waiving the

Article 32 (Notification of Application)
1. When the Entrustee files an application for Industrial Property Rightpertaining to the Contract Work (including submission of PCT National

Intellectual Property Rights.
Article 32 (Notification of Application)
1. When the Entrustee files an application for Industrial Property Right

Documents ("National Documents"), the Entrustee shall submit to NEDO one

pertaining to the Contract Work (including submission of PCT National

copy of a Notification of Industrial Property Rights Application separately

Documents ("National Documents"), the Entrustee shall submit to NEDO one

determined by NEDO together with a copy of documents in which thecopy of a Notification of Industrial Property Rights Application separately

application number, date of application, priority claim number, priority date,

determined by NEDO together with a copy of documents in which thecountry where priority is declared, applicant's name and the name of theapplication number, date of application, priority claim number, priority date,invention can be confirmed ("Documents Showing Bibliographic Items")

country where priority is declared, applicant's name and the name of thewithin sixty days (or ninety days in the case of application or submission of

invention can be confirmed ("Documents Showing Bibliographic Items")

National Documents to foreign authorities) after the date of application (orwithin sixty days (or ninety days in the case of application or submission of

the date of submission in the case of submission of National Documents).

National Documents to foreign authorities) after the date of application (or2. In order to file a domestic patent, utility model, or design application inconnection with the preceding paragraph, the Entrustee shall state that thethe date of submission in the case of submission of National Documents).
2. In order to file a domestic patent, utility model, or design application inapplication is based on the results of research entrusted by the national

connection with the preceding paragraph, the Entrustee shall state that the

government in application documents, using the following example of aapplication is based on the results of research entrusted by the national

statement.

government in application documents, using the following example of a

[Example of Entry in Patent Application Form (in the "Item Pertaining tostatement.

Technical Results of Research Entrusted by the National Government" column)][Example of Entry in Patent Application Form (in the "Item Pertaining to"FY*****, National Research and Development Agency New Energy andTechnical Results of Research Entrusted by the National Government" column)]

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Industrial Technology Development Organization, ***** entrusted"FY*****, National Research and Development Agency New Energy andresearch, patent application to which Article 17 of the Industrial

Industrial Technology Development Organization, ***** entrusted

Technology Enhancement Act applies."

research, patent application to which Article 17 of the Industrial

3. In case the Entrustee is found to have omitted the entry provided for in theTechnology Enhancement Act applies."

preceding paragraph, and fails to follow the instructions of NEDO, the

3. In case the Entrustee is found to have omitted the entry provided for in the

Entrustee shall without charge assign the Industrial Property Rights topreceding paragraph, and fails to follow the instructions of NEDO, theNEDO.

Entrustee shall without charge assign the Industrial Property Rights to

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

NEDO.
Article 33 (Notification of Status after Application)
1. When registration of establishment or a variety registration of Industrial

submit to NEDO one copy of a Notification of Status after Industrial Property

Property Rights pertaining to the Contract Work is made, the Entrustee shallRights Application separately determined by NEDO together with a copy ofsubmit to NEDO one copy of a Notification of Status after Industrial Property

documents in which the application number (except in the case of layout-

Rights Application separately determined by NEDO together with a copy ofdesign exploitation rights and breeder's rights), registration number,documents in which the application number (except in the case of layout-

registration date, name of the rights holder, and the name of Inventions, Etc.

design exploitation rights and breeder's rights), registration number,can be confirmed, within sixty days (or ninety days in the case of overseas

registration date, name of the rights holder, and the name of Inventions, Etc.

registration) after the date of issuance of the registration bulletin, or the datecan be confirmed, within sixty days (or ninety days in the case of overseasof the public notice concerning the registration.

registration) after the date of issuance of the registration bulletin, or the date

2. With regard to a copyright in a work such as Inventions, Etc. resulting fromthe Contract Work (excluding the Technical Results Report and others similarof the public notice concerning the registration.
2. With regard to a copyright in a work such as Inventions, Etc. resulting fromthereto) that fall under any of the following items, the Entrustee shallthe Contract Work (excluding the Technical Results Report and others similar

promptly submit to NEDO one copy of a Notification of Status after Industrial

thereto) that fall under any of the following items, the Entrustee shall

Property Rights Application separately determined by NEDO together withpromptly submit to NEDO one copy of a Notification of Status after Industrial

one copy of Documents Showing Bibliographic Items such as the date of

Property Rights Application separately determined by NEDO together withcreation or publication, the title of the work, the identity of the author, or an

one copy of Documents Showing Bibliographic Items such as the date ofStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

electronic file of the work:

creation or publication, the title of the work, the identity of the author, or an(i) Copyright in works of computer programming and database works definedelectronic file of the work:in Article 2 of the Copyright Act ("Copyright in Programs, Etc.").

(i) Copyright in works of computer programming and database works defined(ii) Programming handbooks and others similar thereto.

in Article 2 of the Copyright Act ("Copyright in Programs, Etc.").

(iii) A work for which the Entrustee exercises its copyright or grants a license(ii) Programming handbooks and others similar thereto.

to a third party.

(iii) A work for which the Entrustee exercises its copyright or grants a license

3. When Intellectual Property Rights pertaining to the Contract Work aretransferred (except in the cases mentioned in the following paragraph), theto a third party.
3. When Intellectual Property Rights pertaining to the Contract Work are

Entrustee shall without delay submit to NEDO one copy of a Notification oftransferred (except in the cases mentioned in the following paragraph), theTransfer of Intellectual Property Rights separately determined by NEDO

Entrustee shall without delay submit to NEDO one copy of a Notification of

together with a copy of documents in which the fact of the transfer can beTransfer of Intellectual Property Rights separately determined by NEDO

confirmed.

together with a copy of documents in which the fact of the transfer can be

4. In case Intellectual Property Rights pertaining to the Contract Work aretransferred with the approval of NEDO, the Entrustee shall without delay

confirmed.
4. In case Intellectual Property Rights pertaining to the Contract Work aresubmit to NEDO one copy of a Notification of Transfer of Intellectual Propertytransferred with the approval of NEDO, the Entrustee shall without delay

Rights separately determined by NEDO together with a copy of the written

submit to NEDO one copy of a Notification of Transfer of Intellectual Property

approval of NEDO as set forth in Paragraph 1 of Article 31-3 and a copy ofRights separately determined by NEDO together with a copy of the written

documents in which the fact of the transfer can be confirmed.

approval of NEDO as set forth in Paragraph 1 of Article 31-3 and a copy of

Article 34 (Embodiment of Intellectual Property Rights)
1. In case the Entrustee itself uses Intellectual Property Right pertaining to theContract Work or grants a third party a license for such Intellectual Property

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

Rights (except for cases in the following paragraph), the Entrustee shallContract Work or grants a third party a license for such Intellectual Property

without delay submit to NEDO a Notification for Exercise of Intellectual

Rights (except for cases in the following paragraph), the Entrustee shall

Property Rights separately established by NEDO.

without delay submit to NEDO a Notification for Exercise of Intellectual

2. In case where the Entrustee approves the granting or transfer of an

Property Rights separately established by NEDO.

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Exclusive License, Etc. for Intellectual Property Rights pertaining to the

2. In case where the Entrustee approves the granting or transfer of anContract Work with the approval of NEDO, the Entrustee shall without delay

Exclusive License, Etc. for Intellectual Property Rights pertaining to thesubmit to NEDO one copy of a Notification for Exercise of Intellectual

Contract Work with the approval of NEDO, the Entrustee shall without delay

Property Rights separately determined by NEDO together with a copy of thesubmit to NEDO one copy of a Notification for Exercise of Intellectual

written approval of NEDO, as set forth in Paragraph 2 of Article 31-3.

Property Rights separately determined by NEDO together with a copy of the

Chapter VI Miscellaneous Provisions

written approval of NEDO, as set forth in Paragraph 2 of Article 31-3.

Article 35 (Taking Effect of the Notice)

Chapter VI Miscellaneous Provisions

Written notices to the Entrustee by NEDO shall become effective on the date of

Article 35 (Taking Effect of the Notice)transmission thereof by NEDO and written notices of the Entrustee to NEDO
shall become effective on the date of receipt thereof by NEDO.
Article 36 (NEDO Right to Terminate)
NEDO may terminate all or part of this Contract in any of the cases in thefollowing items:(i) If the Entrustee breaches this Contract or NEDO's instructions given
under this Contract due to a cause attributable to the fault of the
Entrustee.
(ii) If performance of the Contract Work becomes impossible or extremely
difficult, due to a cause attributable to the fault of the Entrustee.
(iii) If the Entrustee makes a fraudulent or false report in connection with theWritten notices to the Entrustee by NEDO shall become effective on the date oftransmission thereof by NEDO and written notices of the Entrustee to NEDO
shall become effective on the date of receipt thereof by NEDO.
Article 36 (NEDO Right to Terminate)
NEDO may terminate all or part of this Contract in any of the cases in thefollowing items:(i) If the Entrustee breaches this Contract or NEDO's instructions given
under this Contract due to a cause attributable to the fault of the
Entrustee.
(ii) If performance of the Contract Work becomes impossible or extremely
difficult, due to a cause attributable to the fault of the Entrustee.

entrustment contract with NEDO.

(iii) If the Entrustee makes a fraudulent or false report in connection with the(iv) If a registered researcher specified in the Execution Plan is found to be a

entrustment contract with NEDO.

person that conducts, is involved in, or is responsible for misconduct in(iv) If a registered researcher specified in the Execution Plan is found to be a

research activity (any act of feigning, altering, or plagiarizing researchperson that conducts, is involved in, or is responsible for misconduct inresults, including data; the same shall apply hereinafter) in connection

research activity (any act of feigning, altering, or plagiarizing researchwith the Contract Work.

results, including data; the same shall apply hereinafter) in connection

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)(v) If a registered researcher specified in the Execution Plan is found to haveengaged in dishonest use of public research funds (any act of using researchwith the Contract Work.
(v) If a registered researcher specified in the Execution Plan is found to havefunds for other purposes, of using funds contrary to the provisions of thisengaged in dishonest use of public research funds (any act of using researchContract or conditions attached hereto, or of receiving research funds byfunds for other purposes, of using funds contrary to the provisions of thismeans of a false statement or other fraudulent means; the same shall apply

Contract or conditions attached hereto, or of receiving research funds byhereinafter) in connection with the Contract Work.

means of a false statement or other fraudulent means; the same shall apply

2. In cases other than those mentioned in the preceding paragraph, if NEDO
decides to discontinue the Contract Work due to a major change in the budget

hereinafter) in connection with the Contract Work.
2. In cases other than those mentioned in the preceding paragraph, if NEDO

or policies of the Government of Japan, NEDO may terminate this Contract

decides to discontinue the Contract Work due to a major change in the budget

from the date of decision of discontinuance by giving the Entrustee one monthor policies of the Government of Japan, NEDO may terminate this Contract

notice.

from the date of decision of discontinuance by giving the Entrustee one month

Article 37 (Entrustee Right to Terminate)
The Entrustee may terminate all or part of this Contract if performance of thenotice.
Article 37 (Entrustee Right to Terminate)

Contract Work becomes impossible or extremely difficult as a result of a

The Entrustee may terminate all or part of this Contract if performance of thebreach of this Contract by NEDO due to a cause attributable to the fault ofContract Work becomes impossible or extremely difficult as a result of a

NEDO.

breach of this Contract by NEDO due to a cause attributable to the fault ofArticle 38 (Measures in Case Implementation of Contract Work Becomes

NEDO.

Impossible Due to Unforeseen Circumstances)

Article 38 (Measures in Case Implementation of Contract Work Becomes

In case performance of the Contract Work becomes impossible or extremely

Impossible Due to Unforeseen Circumstances)difficult due to a cause that cannot be foreseen at the time of execution of thisIn case performance of the Contract Work becomes impossible or extremely

Contract and is not attributable to the fault of either party, both parties may

difficult due to a cause that cannot be foreseen at the time of execution of thisterminate this Contract through mutual consultation.

Contract and is not attributable to the fault of either party, both parties may

2. In case NEDO determines that it is difficult to continue the Contract Workterminate this Contract through mutual consultation.

due to a cause such as the transfer of research personnel of the Entrustee,

2. In case NEDO determines that it is difficult to continue the Contract WorkNEDO may instruct the Entrustee to terminate the Contract Work and thedue to a cause such as the transfer of research personnel of the Entrustee,Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

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 totermination of this Contract under the provisions of Paragraph 1 of Article

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 to36, NEDO shall be released from the obligation to pay expenses for the part oftermination of this Contract under the provisions of Paragraph 1 of Article 36,

the Contract Work that cannot be completed due to termination (theNEDO shall be released from the obligation to pay expenses for the part of"Terminated Part").

the Contract Work that cannot be completed due to termination (the2. If the Entrustee cannot complete all or part of the Contract Work due totermination of this Contract under the provisions of Paragraph 2 of Article"Terminated Part").
2. If the Entrustee cannot complete all or part of the Contract Work due to36, Article 37, and the preceding Article, the Entrustee shall be released fromtermination of this Contract under the provisions of Paragraph 2 of Article 36,

the obligation to perform the Terminated Part of the Contract Work. NEDO

Article 37, and the preceding Article, the Entrustee shall be released from theshall determine the amount that it should pay through consultation with the

obligation to perform the Terminated Part of the Contract Work. NEDO shall

Entrustee, and pay such amount to the Entrustee.

determine the amount that it should pay through consultation with the

Article 40 (Measures Against Misconduct, Etc.)
1. If NEDO suspects that the Entrustee has committed fraud in connection withthis Contract, 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

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 withthis Contract, NEDO may instruct the Entrustee to conduct an internal audit
and report on the results in writing to NEDO.

of the report and confirm whether fraud has occurred as well as the contents

2. Upon receipt of the audit report, NEDO shall carefully examine the contentsof the fraud, if any. In this case, NEDO may enter the factories, laboratories,of the report and confirm whether fraud has occurred as well as the contents

or other offices of the Entrustee, when such entry is deemed necessary byof the fraud, if any. In this case, NEDO may enter the factories, laboratories,

NEDO for its examination.

or other offices of the Entrustee, when such entry is deemed necessary by

3. NEDO may take necessary measures against research activity misconduct inaccordance with the Organizational Directive Concerning Responses to
Misconduct in Research Activities (Organizational Directive No. 17 of 2007)

NEDO for its examination.
3. NEDO may take necessary measures against research activity misconduct inaccordance with the Organizational Directive Concerning Responses toStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

separately adopted by NEDO.
4. NEDO may conduct an inspection as set forth in Paragraph 2 Item 2 ofArticle 14, if deemed necessary.
5. In case NEDO requests that the Entrustee refund any Overpayment of theDetermined Amount as a result of the inspection provided for in the preceding

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 ofArticle 14, if deemed necessary.
5. In case NEDO requests that the Entrustee refund any Overpayment of theparagraph, NEDO may demand interest on the amount of Overpayment of

Determined Amount as a result of the inspection provided for in the preceding

the Determined Amount calculated at the legal interest rate stipulated inparagraph, NEDO may demand interest on the amount of Overpayment of

Article 404 of the Civil Code or an additional amount of Overpayment of thethe Determined Amount at 5 percent per annum or an additional amount of

Determined Amount of 10.95 percent per annum, for the period from the date

Overpayment of the Determined Amount of 10.95 percent per annum, for theof receipt of Overpayment of the Determined Amount to the date ofperiod from the date of receipt of Overpayment of the Determined Amount to

repayment.

the date of repayment.

6. If the existence of fraud can be confirmed, NEDO may make public the namesof those involved and the contents of the fraud.
7. In addition to the measures provided for in Paragraphs 1 to 6, NEDO may

6. If the existence of fraud can be confirmed, NEDO may make public the namesof those involved and the contents of the fraud.

take other measures deemed necessary.

7. In addition to the measures provided for in Paragraphs 1 to 6, NEDO may

8. If, in the case of an entrustment contract with multiple parties, one specifictake other measures deemed necessary.

contractor out of all of the contractors falls under any of the preceding six

8. If, in the case of an entrustment contract with multiple parties, one specificparagraphs, the measures under the provisions of this Article shall apply only

contractor out of all of the contractors falls under any of the preceding six

to the specific contractor.

paragraphs, the measures under the provisions of this Article shall apply only

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 and Industry on December 26, 2007).
Article 40-3 (Response to Dishonest Use of Public Research Funds)
The Entrustee shall endeavor to establish systems that have an adequate

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 and Industry on December 26, 2007).
Article 40-3 (Response to Dishonest Use of Public Research Funds)

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)mechanism for suppression of dishonest use under the Guidelines for

The Entrustee shall endeavor to establish systems that have an adequate

Responding to Dishonest Use, Etc. of Public Research Funds (adopted by themechanism for suppression of dishonest use under the Guidelines for

Ministry of Economy, Trade and Industry on December 3, 2008).

Responding to Dishonest Use, Etc. of Public Research Funds (adopted by the

2. NEDO may require that the Entrustee report on the status of establishment

Ministry of Economy, Trade and Industry on December 3, 2008).

of its systems as provided for in the preceding paragraph and may conduct an

2. NEDO may require that the Entrustee report on the status of establishment

on-site investigation if deemed especially necessary to prevent dishonest use.

of its systems as provided for in the preceding paragraph and may conduct an

If NEDO determines that the status of establishment of the systems of theon-site investigation if deemed especially necessary to prevent dishonest use.

Entrustee includes problem areas, NEDO may take any measures deemed

If NEDO determines that the status of establishment of the systems of thenecessary against the Entrustee.

Entrustee includes problem areas, NEDO may take any measures deemed

Article 41 (Late Charge)
In case the Entrustee submits a Performance Report, Etc., Interim Annual

necessary against the Entrustee.
Article 41 (Late Charge)

Report or Technical Results Report later than the due date due to a cause

In case the Entrustee submits a Performance Report, Interim Annual Report or

attributable to the fault of the Entrustee, the Entrustee shall pay NEDO a

Technical Results Report later than the due date due to a cause attributablelate charge equivalent to the amount obtained by multiplying one-thousandthto the fault of the Entrustee, the Entrustee shall pay NEDO a late charge(1/1000) of the Contract Amount by the number of days, from the day

equivalent to the amount obtained by multiplying one-thousandth (1/1000) offollowing the due date to the date of submission of the report.

the Contract Amount by the number of days, from the day following the due

Notwithstanding the foregoing, the Entrustee may be exempted fromdate to the date of submission of the report. Notwithstanding the foregoing,

payment of the late charge, if the delay in submission of the report is found to

the Entrustee may be exempted from payment of the late charge, if the delay

be due to an unavoidable situation.

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 ofParagraph 1 of Article 36, the Entrustee shall pay NEDO a penalty

Article 42 (Penalty)
1. In case NEDO terminates all or part of this Contract under the provisions ofequivalent to 10 percent of the Contract Amount corresponding to theParagraph 1 of Article 36, the Entrustee shall pay NEDO a penalty

Terminated Part (excluding days belonging to the fiscal year following the one

equivalent to 10 percent of the Contract Amount corresponding to thein which this Contract is terminated, or to any subsequent fiscal year).

Terminated Part (excluding days belonging to the fiscal year following the one

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

2. In case the Entrustee terminates all or part of this Contract under theprovisions of Article 37, NEDO shall pay the Entrustee a penalty equivalent

in which this Contract is terminated, or to any subsequent fiscal year).
2. In case the Entrustee terminates all or part of this Contract under theto 10 percent of the Contract Amount corresponding to the Terminated Part

provisions of Article 37, NEDO shall pay the Entrustee a penalty equivalent(excluding days belonging to the fiscal year following the one in which thisto 10 percent of the Contract Amount corresponding to the Terminated Part

Contract is terminated, or to any subsequent fiscal year).

(excluding days belonging to the fiscal year following the one in which this

3. If NEDO or the Entrustee fails to pay the penalty provided for in thepreceding two paragraphs not later than the due date specified by the other

Contract is terminated, or to any subsequent fiscal year).
3. If NEDO or the Entrustee fails to pay the penalty provided for in theparty, it shall pay an overdue fee on the unpaid amount calculated at thepreceding two paragraphs not later than the due date specified by the otherlegal interest rate stipulated in Article 404 of the Civil Code for the period,

party, it shall pay an overdue fee on the unpaid amount at 5 percent perfrom the day following the due date to the date of payment. However, thisannum for the period, from the day following the due date to the date ofshall not apply to projects funded by a national grant.

payment. However, this shall not apply to projects funded by a national grant.

Article 43 (Special Provisions for Foreign Corporations)

Article 43 (Special Provisions for Foreign Corporations)

If the Entrustee is a foreign corporation, the following provisions shall apply

If the Entrustee is a foreign corporation, the following provisions shall apply

with regard to the validity or procedures of this Contract:with regard to the validity or procedures of this Contract:(i) The existence, interpretation, and validity of this Contract shall be(i) The existence, interpretation, and validity of this Contract shall begoverned by the laws and regulations of Japan in effect.

governed by the laws and regulations of Japan in effect.

(ii) The starting and ending time of a period mentioned in this Contract shall(ii) The starting and ending time of a period mentioned in this Contract shallbe based on Japan Standard Time.

be based on Japan Standard Time.

(iii) To ensure the mutual exchange of opinions, the Entrustee shall use the(iii) To ensure the mutual exchange of opinions, the Entrustee shall use theJapanese language for the documents, research papers, reports, etc., in thisJapanese language for the documents, research papers, reports, etc., in thisContract that are separately specified by NEDO, or shall attach a JapaneseContract that are separately specified by NEDO, or shall attach a Japanese

language translation thereto, and shall at the expense of the Entrustee,language translation thereto, and shall at the expense of the Entrustee,take necessary measures, including procurement of an interpreter, to use

take necessary measures, including procurement of an interpreter, to use

the Japanese language for any discussion, communication, andthe Japanese language for any discussion, communication, andconsultation pertaining to this Contract.

consultation pertaining to this Contract.

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)(iv) The Entrustee shall appoint an agent in Japan that can send and receive(iv) The Entrustee shall appoint an agent in Japan that can send and receive

the documents, research papers, and reports, etc., specified in thisthe documents, research papers, and reports, etc., specified in thisContract, or perform any necessary communication. In case of a change inContract, or perform any necessary communication. In case of a change in

the agent or its address, the Entrustee shall promptly notify NEDO.

the agent or its address, the Entrustee shall promptly notify NEDO.

Article 44 (Liability for Compensation)

Article 44 (Liability for Compensation)

NEDO shall not be responsible in any way for compensation for damage to

NEDO shall not be responsible in any way for compensation for damage to(deleted) the Entrustee, or for damage to any third party, that may arise fromproperty or injury to Employees, Etc. or temporary staff of the Entrustee, or

performance of the Contract Work by the Entrustee or from the Acquiredfor damage to any third party, that may arise from performance of theProperty; provided, however, that this shall not apply to damages caused byContract Work by the Entrustee; provided, however, that this shall not apply

the willful misconduct or gross negligence of NEDO.

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 thepreceding paragraph and provides compensation based on a reasonablereason such as a court decision, NEDO shall claim the amount of liquidated
damages from the Entrustee; provided, however, that this shall not apply todamage caused by the willful misconduct or gross negligence of NEDO.
Article 45 (Location for Amendment of Contract)

Article 45 (Location for Amendment of Contract)

If both parties enter a contract for amending this Contract under the provisions

If both parties enter a contract for amending this Contract under the provisionsof Article 10, such a contract shall be executed at the location of the principalof Article 10, such a contract shall be executed at the location of the principal

place of business of NEDO, as stated in its corporate registration.

place of business of NEDO, as stated in its corporate registration.

Article 46 (Jurisdiction)

Article 46 (Jurisdiction)

Both parties agree that any dispute arising in connection with this Contract

Both parties agree that any dispute arising in connection with this Contract

shall be subject to the exclusive jurisdiction of the Yokohama District Court inshall be subject to the exclusive jurisdiction of the Yokohama District Court in

the first instance. However, this shall not apply if exclusive jurisdiction is

the first instance.

prescribed by law.
Article 47 (Delegation of Related Procedures)

Article 47 (Delegation of Related Procedures)

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

1. The Entrustee may delegate the reporting, notifications, requests, etc., in the

1. The Entrustee may delegate the reporting, notifications, requests, etc., in theforms set forth herein (excluding Form No.1 (deleted)) to the person

forms set forth herein (excluding Form No.1 and Form No.5-2) to the person

responsible for operational management specified in the Execution Plan or

responsible for operational management specified in the Execution Plan ortheir supervisor without giving prior notice to NEDO.

their supervisor without giving prior notice to NEDO.

2. In addition to the provisions in the preceding paragraph, the Entrustee may

2. In addition to the provisions in the preceding paragraph, the Entrustee maydelegate the request for approval and notification in Forms No. 12, No. 13 No.

delegate the request 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

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

department designated in the internal rules of the Entrustee, without giving

prior notice to NEDO.

prior notice to NEDO.

Article 48 (Administration of Collected Personal Information)

Article 48 (Administration of Collected Personal Information)

1. The Entrustee shall administer personal information (which shall refer to

1. The Entrustee shall administer personal information (which shall refer toinformation about a living individual that would be possible to identify that

information about a living individual that would be possible to identify thatspecific individual, due to its inclusion of a name, date of birth, or other suchspecific individual, due to its inclusion of a name, date of birth, or other suchinformation (including any information that can be readily collated with otherinformation (including any information that can be readily collated with otherinformation, and thereby identify that specific individual); the same shallinformation, and thereby identify that specific individual); the same shallapply hereinafter) that it collects through performance of the Contract Work,

apply hereinafter) that it collects through performance of the Contract Work,

with the due care of a good manager.

with the due care of a good manager.

2. When NEDO determines that the personal information provided for in the

2. When NEDO determines that the personal information provided for in thepreceding paragraph should be appropriately administered, NEDO may

preceding paragraph should be appropriately administered, NEDO may

separately provide the Entrustee with instructions as to necessary mattersseparately provide the Entrustee with instructions as to necessary mattersand the Entrustee shall follow such instructions.

and the Entrustee shall follow such instructions.

Article 48-2 (Management of Information Security)

Article 48-2 (Management of Information Security)

1. The Entrustee shall exercise caution in maintaining the confidentiality of all

1. The Entrustee shall exercise caution in maintaining the confidentiality of all

information that it obtains through the Contract Work, and shall be

information that it obtains through the Contract Work, and shall be

responsible for the prevention of disclosure.

responsible for the prevention of disclosure.

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

2. Information supplied by NEDO for the Contract Work shall not be used by
the Entrustee for any purpose other than the Contract Work.
3. If, as a result of completion of the Contract Work or termination of this

2. Information supplied by NEDO for the Contract Work shall not be used by
the Entrustee for any purpose other than the Contract Work.
3. If, as a result of completion of the Contract Work or termination of thisContract, information that was provided by NEDO to the Entrustee either onContract, information that was provided by NEDO to the Entrustee either on

paper or by an electronic medium (including a copy thereof) and which waspaper or by an electronic medium (including a copy thereof) and which was

designated as confidential by NEDO is no longer required, the Entrustee

designated as confidential by NEDO is no longer required, the Entrustee

shall promptly return the information to NEDO, or destroy or otherwise erase

shall promptly return the information to NEDO, or destroy or erase thethe information so that it is unrestorable or illegible by using such means as

information by such means as crushing, dissolution, or incineration, so that it

crushing, dissolution, or incineration (deleted), and shall report on suchcannot be restored or continue to be readable, and shall report on suchdisposal to NEDO. Notwithstanding the foregoing, the Entrustee shall follow

disposal to NEDO. Notwithstanding the foregoing, the Entrustee shall follow

special instructions provided by NEDO, if any.

special instructions provided by NEDO, if any.

4. In case of any actual or potential security issue during the process of

4. In case of any actual or potential security issue during the process of

performance of the Contract Work, such as information disclosure, theperformance of the Contract Work, such as information disclosure, theEntrustee shall promptly take all necessary measures and report the issue toEntrustee shall promptly take all necessary measures and report the issue to

NEDO. In addition, the Entrustee shall follow instructions provided by

NEDO. In addition, the Entrustee shall follow instructions provided by

NEDO, if any.

NEDO, if any.

5. If requested by NEDO to confirm the status of performance of information

5. If requested by NEDO to confirm the status of performance of information

security measures, the Entrustee shall promptly report on the actual

security measures, the Entrustee shall promptly report on the actual

situation. In addition, NEDO may conduct an investigation to confirm thesituation. In addition, NEDO may conduct an investigation to confirm thestatus of progress on information security measures by the Entrustee, if

status of progress on information security measures by the Entrustee, if

deemed necessary.

deemed necessary.

6. In case the Entrustee entrusts part of the Contract Work to a third party

6. In case the Entrustee entrusts part of the Contract Work to a third party

under Article 2 or outsources it to a third party, the Entrustee shall ensure

under Article 2 or outsources it to a third party, the Entrustee shall ensurethat the third party will comply with the measures provided for inthat the third party will comply with the measures provided for in

Paragraphs 1 to 5.

Paragraphs 1 to 5.

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Article 49 (Utilization of Electronic Data Processing System)

Article 49 (Utilization of Electronic Data Processing System)

Requests and notifications made by the Entrustee through the use of an

Requests and notifications made by the Entrustee through the use of anelectronic data processing system provided by NEDO shall be governed byelectronic data processing system provided by NEDO shall be governed byprovisions separately established. However, this shall not preclude theprovisions separately established. However, this shall not preclude theEntrustee from submitting the forms specified in these General Conditions.

Entrustee from submitting the forms specified in these General Conditions.

Article 50 (Cooperation)

Article 50 (Cooperation)

For the purpose of smooth performance of the Contract Work, the Entrustee

For the purpose of smooth performance of the Contract Work, the Entrustee

shall, at its own expense, cooperate with NEDO in the matters listed in theshall, at its own expense, cooperate with NEDO in the matters listed in thefollowing items. Notwithstanding the foregoing, the expenses required forfollowing items. Notwithstanding the foregoing, the expenses required for

Item 5 shall be borne by NEDO:

Item 5 shall be borne by NEDO:(i) Preparation of materials related to the Technical Results of the Contract(i) Preparation of materials related to the Technical Results of the Contract

Work (except for the Technical Results Report, and Interim Annual Report).

Work (except for the Technical Results Report, and Interim Annual Report).

(ii) Attendance at committee meetings organized by NEDO and preparation of(ii) Attendance at committee meetings organized by NEDO and preparation ofmaterials necessary for committee meetings.

materials necessary for committee meetings.

(iii) Preparation of materials and responses to hearings related to the budget(iii) Preparation of materials and responses to hearings related to the budgetof the Government of Japan and that pertain to the Contract Work.

of the Government of Japan and that pertain to the Contract Work.

(iv) Preparation of materials pertaining to an Interim Evaluation, Post(iv) Preparation of materials pertaining to an Interim Evaluation, Post

Evaluation, and Follow-Up Evaluation responses to surveys on the status of

Evaluation, and Follow-Up Evaluation responses to surveys on the status ofacquisition and commercialization of Industrial Property Rights; andacquisition and commercialization of Industrial Property Rights; andprovision of information, responses to hearings, and attendance atprovision of information, responses to hearings, and attendance atcommittee meetings.

committee meetings.

(v) Payment of taxes and public dues on NEDO property that is managed by(v) Payment of taxes and public dues on NEDO property that is managed by

the Entrustee under the provisions of Paragraph 2 of Article 20, andthe Entrustee under the provisions of Paragraph 2 of Article 20, andpurchase of insurance against damage to such property.

purchase of insurance against damage to such property.

Article 51 (Survival Clause)

Article 51 (Survival Clause)Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Both parties agree that the provisions of the Articles listed in the following

Both parties agree that the provisions of the Articles listed in the following

items shall survive expiration of the Contract Period or termination of thisitems shall survive expiration of the Contract Period or termination of thisContract, under the provisions of Article 36, 37, or 38:

Contract, under the provisions of Article 36, 37, or 38:(i) Matters that are in effect during a period specified in the relevant(i) Matters that are in effect during a period specified in the relevant

provisions: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:

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 3, Article 19, Paragraphs 3 to 6 and Paragraph 8 of Article 20,

Article 21, Article 25, Article 26, Paragraphs 1 and 4 of Article 27, Article

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,

28-4, Articles 31 to 34, Article 40, Article 43, Article 48, Article 48-2, andArticle 48-2, and Item 5 of Article 50.

Item 5 of Article 50.

(iii) Matters that remain in effect for one year after the day following the last(iii) Matters that remain in effect for one year after the day following the last

day of the fiscal year in which the Contract Period expires or is terminated:

day of the fiscal year in which the Contract Period expires or is terminated:

Article 9, and Items 1 to 3 of Article 50.

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(iv) Matters that remain in effect for ten years after the day following the last

day of the fiscal year in which the Contract Period expires or is terminated:

day of the fiscal year in which the Contract Period expires or is terminated:

Item 4 of Article 50.

Item 4 of Article 50.

Article 52 (Validity of Contracts Which Extend Beyond the Medium to Long-

Article 52 (Validity of Contracts Which Extend Beyond the Medium to Long-

Term Plan)

Term Plan)

Notwithstanding the provisions concerning the Contract Period, with regard to

Notwithstanding the provisions concerning the Contract Period, with regard to

the fiscal years after the final fiscal year of the Medium to Long-Term Plan of

the fiscal years after the final fiscal year of the Medium to Long-Term Plan of

NEDO, as stipulated in the Act on General Rules for Incorporated

NEDO, as stipulated in the Act on General Rules for Incorporated

Administrative Agencies (Act No. 103 of 1999; the "General Rules Act"), thisAdministrative Agencies (Act No. 103 of 1999; the "General Rules Act"), thisStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Contract shall be effective subject to the authorization of a subsequentContract shall be effective subject to the authorization of a subsequentMedium to Long-term Plan of NEDO by the Minister of Economy, Trade andMedium to Long-term Plan of NEDO by the Minister of Economy, Trade andIndustry, under the provisions of Article 35-5 of the General Rules Act.

Industry, under the provisions of Article 35-5 of the General Rules Act.

Article 53 (Handling of Other Matters Not Stipulated Herein)

Article 53 (Handling of Other Matters Not Stipulated Herein)

Any question as to provisions hereof or matters not stipulated herein shall be

Any question as to provisions hereof or matters not stipulated herein shall be

resolved by both parties through mutual consultation.

resolved by both parties through mutual consultation.

Special Provisions

Special Provisions[Special Provisions 1][Special Provisions 1]

Article 1 (Termination of Contract Due to Misconduct Such as Bid-Rigging)

Article 1 (Termination of Contract Due to Misconduct Such as Bid-Rigging)

NEDO may terminate this Contract in any of the cases in the following items.

NEDO may terminate this Contract in any of the cases in the following items.

1. If, as a result of any act of the Entrustee in violation of the provisions of

1. If, as a result of any act of the Entrustee in violation of the provisions ofArticle 3 or Item 1 of Article 8 of the Act on Prohibition of Private

Article 3 or Item 1 of Article 8 of the Act on Prohibition of Private

Monopolization and Maintenance of Fair Trade (Act No. 54 of 1947; theMonopolization and Maintenance of Fair Trade (Act No. 54 of 1947; the"Antimonopoly Act"), the Entrustee falls under any of the following items:"Antimonopoly Act"), the Entrustee falls under any of the following items:(i) A Cease and Desist Order, as defined in Article 49 of the Antimonopoly Act,(i) A Cease and Desist Order, as defined in Article 49 of the Antimonopoly Act,has become final and binding.
(ii) A Surcharge Payment Order, as stipulated in Paragraph 1 of Article 62 of
the Antimonopoly Act, has become final and binding.
(iii) A notice to the effect that a surcharge payment order is not issued

has become final and binding.
(ii) A Surcharge Payment Order, as stipulated in Paragraph 1 of Article 62 of
the Antimonopoly Act, has become final and binding.
(iii) A notice to the effect that a surcharge payment order is not issued

pursuant to Paragraph 18 or 21 of Article 7-2 of the Antimonopoly Act, ispursuant to Paragraph 18 or 21 of Article 7-2 of the Antimonopoly Act, is

made.

made.

2. If a sentence of punishment on the Entrustee under the provisions of

2. If a sentence of punishment on the Entrustee under the provisions ofParagraph 1 of Article 89 or Paragraph 1 Item 1 of Article 95 of theParagraph 1 of Article 89 or Paragraph 1 Item 1 of Article 95 of the

Antimonopoly Act has become final and binding in regard to this Contract.

Antimonopoly Act has become final and binding in regard to this Contract.

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

3. If a sentence of punishment on the Entrustee (including its officers and/or

3. If a sentence of punishment on the Entrustee (including its officers and/or

employees, if the Entrustee is a corporation) under the provisions of Article

employees, if the Entrustee is a corporation) under the provisions of Article

96-6 or 198 of the Penal Code (Act No. 45 of 1907) has become final and

96-6 or 198 of the Penal Code (Act No. 45 of 1907) has become final andbinding in regard to this Contract.

binding in regard to this Contract.

Article 2 (Submission of Copy of Written Notice Pertaining to Misconduct Such

Article 2 (Submission of Copy of Written Notice Pertaining to Misconduct Suchas Bid-Rigging)as Bid-Rigging)

In case the Entrustee falls under any of the items in Paragraph 1 of the

In case the Entrustee falls under any of the items in Paragraph 1 of thepreceding Article, the Entrustee shall submit a copy of one of the documents

preceding Article, the Entrustee shall submit a copy of one of the documentsin the following items to NEDO:

in the following items to NEDO:(i) A Cease and Desist Order as stipulated in Paragraph 1, Article 61 of the(i) A Cease and Desist Order as stipulated in Paragraph 1, Article 61 of the

Antimonopoly Act.
(ii) A Surcharge Payment Order as stipulated in Paragraph 1, Article 62 of
the Antimonopoly Act.
(iii) A notice to the effect that a surcharge payment order is not issued

Antimonopoly Act.
(ii) A Surcharge Payment Order as stipulated in Paragraph 1, Article 62 of
the Antimonopoly Act.
(iii) A notice to the effect that a surcharge payment order is not issued

pursuant to Paragraph 18 or 21 of Article 7-2 of the Antimonopoly Act.

pursuant to Paragraph 18 or 21 of Article 7-2 of the Antimonopoly Act.

Article 3 (Compensation for Damage Due to Misconduct Such as Bid-Rigging)

Article 3 (Compensation for Damage Due to Misconduct Such as Bid-Rigging)

1. In case the Entrustee falls under any of the paragraphs of Article 1 in

1. In case the Entrustee falls under any of the paragraphs of Article 1 inconnection with this Contract, the Entrustee shall pay an amount equivalentconnection with this Contract, the Entrustee shall pay an amount equivalent

to 10 percent of the Contract Amount or, if the Contract Amount is amended

to 10 percent of the Contract Amount or, if the Contract Amount is amended

after execution hereof, the amended Contract Amount (if the calculated

after execution hereof, the amended Contract Amount (if the calculated

amount contains a fractional amount that is less than 100 yen, it shall beamount contains a fractional amount that is less than 100 yen, it shall be

rounded down to the nearest 100 yen increment), as a penalty (liquidated

rounded down to the nearest 100 yen increment), as a penalty (liquidated

damages) within the period specified by NEDO regardless of whether or not

damages) within the period specified by NEDO regardless of whether or not

NEDO terminates this Contract and without NEDO being required to

NEDO terminates this Contract and without NEDO being required todemonstrate the occurrence and amount of damage.

demonstrate the occurrence and amount of damage.

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

2. The provision of the preceding paragraph shall apply even after performance

2. The provision of the preceding paragraph shall apply even after performance

under this Contract is completed.

under this Contract is completed.

3. In the case of Paragraph 1, in cases where the Entrustee is a trade

3. In the case of Paragraph 1, in cases where the Entrustee is a tradeassociation that has already been dissolved, NEDO may seek payment of a

association that has already been dissolved, NEDO may seek payment of apenalty by a person that was formerly a representative or member of thepenalty by a person that was formerly a representative or member of the

Entrustee. In this case, persons who were representatives or members of the

Entrustee. In this case, persons who were representatives or members of the

Entrustee shall be held jointly and severally responsible for payment of the

Entrustee shall be held jointly and severally responsible for payment of thepenalty.

penalty.

4. If the amount of actual damage caused to NEDO exceeds the amount of the

4. If the amount of actual damage caused to NEDO exceeds the amount of theliquidated damages provided for in Paragraph 1, the provisions of saidliquidated damages provided for in Paragraph 1, the provisions of said

paragraph shall not preclude NEDO from seeking the Entrustee to pay

paragraph shall not preclude NEDO from seeking the Entrustee to pay

compensation for the amount of the damage that exceeds the liquidated

compensation for the amount of the damage that exceeds the liquidated

damages.

damages.

5. If the Entrustee fails to pay the penalty in Paragraph 1 or the damages in the

5. If the Entrustee fails to pay the penalty in Paragraph 1 or the damages in thepreceding paragraph, within the period specified by NEDO, the Entrustee

preceding paragraph, within the period specified by NEDO, the Entrustee

shall pay NEDO overdue interest on the unpaid amount calculated at theshall pay NEDO overdue interest on the unpaid amount at 5 percent perlegal interest rate stipulated in Article 404 of the Civil Code, for the period

annum, for the period from the day following the date of expiration of thefrom the day following the date of expiration of the period until the date on

period until the date on which payment is made.

which payment is made.
[Special Provisions 2][Special Provisions 2]

Article 4 (Termination of Contract Based on Attribute Requirements ofArticle 4 (Termination of Contract Based on Attribute Requirements ofInvolvement with Organized Crime Groups)

Involvement with Organized Crime Groups)

In case it is found that the Entrustee falls under any of the following items,

In case it is found that the Entrustee falls under any of the following items,

NEDO may terminate this Contract without advance notification:

NEDO may terminate this Contract without advance notification:(i) If the Corporation, Etc., (which shall refer to an individual, corporation, or(i) If the Corporation, Etc., (which shall refer to an individual, corporation, orStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)organization) is an organized crime group (which shall refer to anorganization) is an organized crime group (which shall refer to an

Organized Crime Group as defined in Item 2, Article 2 of the Act on

Organized Crime Group as defined in Item 2, Article 2 of the Act on

Prevention of Unjust Acts by Organized Crime Group Members (Act No. 77

Prevention of Unjust Acts by Organized Crime Group Members (Act No. 77

of 1991); the same shall apply hereinafter), or any Officer of theof 1991); the same shall apply hereinafter), or any Officer of the

Corporation, Etc., (which shall refer to the individual itself in the case of an

Corporation, Etc., (which shall refer to the individual itself in the case of anindividual, an officer or a representative of a branch office or businessindividual, an officer or a representative of a branch office or businessoffice (where contracts of the Corporation, Etc. are regularly executed) inoffice (where contracts of the Corporation, Etc. are regularly executed) inthe case of a corporation, or a representative, director, or any otherthe case of a corporation, or a representative, director, or any otherindividual substantially involved in management in the case of anindividual substantially involved in management in the case of anorganization; (the same shall apply hereinafter) is an organized crimeorganization; (the same shall apply hereinafter) is an organized crimegroup member (which shall refer to an Organized Crime Group Member asgroup member (which shall refer to an Organized Crime Group Member as

defined in Item 6, Article 2 of the Act; the same shall apply hereinafter).

defined in Item 6, Article 2 of the Act; the same shall apply hereinafter).

(ii) If an Officer uses an organized crime group or an organized crime group(ii) If an Officer uses an organized crime group or an organized crime groupmember for the purpose of ensuring unjustified benefits to itself, theirmember for the purpose of ensuring unjustified benefits to itself, theircompany, a third-party, or for the purpose of inflicting harm on a third

company, a third-party, or for the purpose of inflicting harm on a third

party.

party.

(iii) If an Officer provides funds or benefits to an organized crime group or an(iii) If an Officer provides funds or benefits to an organized crime group or an

organized crime group member, thereby directly or indirectly cooperatingorganized crime group member, thereby directly or indirectly cooperatingwith or becoming involved in the maintenance and operation of thewith or becoming involved in the maintenance and operation of theorganized crime group.

organized crime group.

(iv) If an Officer intentionally retains a socially condemnable relationship(iv) If an Officer intentionally retains a socially condemnable relationshipwith an organized crime group or an organized crime group member.

with an organized crime group or an organized crime group member.

Article 5 (Termination of Contract in Connection with Subcontracts, Etc.)

Article 5 (Termination of Contract in Connection with Subcontracts, Etc.)

1. In case it is found that a subcontractor for this Contract (which shall refer to

1. In case it is found that a subcontractor for this Contract (which shall refer toa subcontractor (including subcontractors of all tiers in the case of multi-

a subcontractor (including subcontractors of all tiers in the case of multi-

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)layered subcontracting), a re-entrusted contractor (including all contractors

layered subcontracting), a re-entrusted contractor (including all contractors

subsequent to re-entrusted contractors), and a third party with which thesubsequent to re-entrusted contractors), and a third party with which the

Entrustee, its subcontractor, or re-entrusted contractor, enters into any

Entrustee, its subcontractor, or re-entrusted contractor, enters into any

individual contract in connection with this Contract; (the same shall apply

individual contract in connection with this Contract; (the same shall apply

hereinafter)) is a party for termination (which shall refer to a party fallinghereinafter)) is a party for termination (which shall refer to a party fallingunder the requirements set forth in the preceding Article; the same shallunder the requirements set forth in the preceding Article; the same shallapply hereinafter), the Entrustee shall immediately terminate its contracts

apply hereinafter), the Entrustee shall immediately terminate its contracts

with such a subcontractor or have its subcontractor etc., terminate contracts

with such a subcontractor or have its subcontractor etc., terminate contracts

with the party for termination.

with the party for termination.

2. NEDO may terminate this Contract if the Entrustee enters into a contract, or

2. NEDO may terminate this Contract if the Entrustee enters into a contract, or

approves a contract entered into by a subcontractor knowing that theapproves a contract entered into by a subcontractor knowing that the relevant

relevant subcontractor is a party for termination, or unreasonably fails to

subcontractor is a party for termination, or unreasonably fails to terminate

terminate the contract with the relevant subcontractor or to take measuresthe contract with the relevant subcontractor or to take measures for making

for making its subcontractor terminate the contract.

its subcontractor terminate the contract.

Article 6 (Compensation for Damages)

Article 6 (Compensation for Damages)

1. If NEDO terminates this Contract under the provisions of Article 4 or

1. If NEDO terminates this Contract under the provisions of Article 4 orParagraph 2 of the preceding Article, NEDO shall not be held responsible forParagraph 2 of the preceding Article, NEDO shall not be held responsible forcompensation for or indemnification of, any damages caused to the Entrustee

compensation for or indemnification of, any damages caused to the Entrustee

by such termination.

by such termination.

2. If NEDO terminates this Contract under the provisions of Article 4 or

2. If NEDO terminates this Contract under the provisions of Article 4 orParagraph 2 of the preceding Article, the Entrustee shall be held responsible

Paragraph 2 of the preceding Article, the Entrustee shall be held responsible

for compensation for damages caused to NEDO.

for compensation for damages caused to NEDO.

3. In case the Entrustee falls under the provisions of the preceding paragraph in

3. In case the Entrustee falls under the provisions of the preceding paragraph inconnection with this Contract, the Entrustee shall pay an amount equivalentconnection with this Contract, the Entrustee shall pay an amount equivalent

to 10 percent of the Contract Amount or, if the Contract Amount is amended

to 10 percent of the Contract Amount or, if the Contract Amount is amended

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

after execution hereof, the amended Contract Amount (if the calculated

after execution hereof, the amended Contract Amount (if the calculated

amount contains a fractional amount that is less than 100 yen, it shall beamount contains a fractional amount that is less than 100 yen, it shall be

rounded down to the nearest 100 yen increment) as a penalty (liquidated

rounded down to the nearest 100 yen increment) as a penalty (liquidated

damages) within the period specified by NEDO regardless of whether or not

damages) within the period specified by NEDO regardless of whether or not

NEDO terminates this Contract and without NEDO being required to

NEDO terminates this Contract and without NEDO being required todemonstrate the occurrence of, and amount of damage.

demonstrate the occurrence of, and amount of damage.

4. The provisions of the preceding paragraph shall apply even after performance

4. The provisions of the preceding paragraph shall apply even after performance

under this Contract is completed.

under this Contract is completed.

5. In Paragraph 3, in case the Entrustee is a trade association that has already5. In Paragraph 3, in case the Entrustee is a trade association that has alreadybeen dissolved, NEDO may seek payment of said penalty by a person thatbeen dissolved, NEDO may seek payment of said penalty by a person thatwas formerly a representative or member of the Entrustee. In this case,

was formerly a representative or member of the Entrustee. In this case,persons who were representatives or members of the Entrustee shall be held

persons who were representatives or members of the Entrustee shall be held

jointly and severally responsible for payment of the penalty.

jointly and severally responsible for payment of the penalty.

6. If the amount of actual damage caused to NEDO exceeds the amount of the

6. If the amount of actual damage caused to NEDO exceeds the amount of theliquidated damages set forth in Paragraph 3, the provisions of the paragraphliquidated damages set forth in Paragraph 3, the provisions of the paragraphshall not preclude NEDO from seeking the Entrustee to pay compensation forshall not preclude NEDO from seeking the Entrustee to pay compensation for

the amount of the damage that exceeds the liquidated damages.

the amount of the damage that exceeds the liquidated damages.

7. If the Entrustee fails to pay the penalty in Paragraph 3 or the damages in the

7. If the Entrustee fails to pay the penalty in Paragraph 3 or the damages in thepreceding paragraph within the period specified by NEDO, the Entrustee

preceding paragraph within the period specified by NEDO, the Entrustee

shall pay NEDO overdue interest on the unpaid amount calculated at theshall pay NEDO overdue interest on the unpaid amount at 5 percent perlegal interest rate stipulated in Article 404 of the Civil Code, for the period

annum, for the period from the day following the date of expiration of thefrom the day following the date of expiration of the period until the date on

period until the date on which payment is made.

which payment is made.
Article 7 (Notification and Report of Unlawful Intervention)

Article 7 (Notification and Report of Unlawful Intervention)

In case the Entrustee or its subcontractor is subject to unlawful intervention

In case the Entrustee or its subcontractor is subject to unlawful intervention

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)such as unlawful demands or obstruction of business ("Unlawful

such as unlawful demands or obstruction of business ("Unlawful

Intervention") by anti-social forces, including by an organized crime group,

Intervention") by anti-social forces, including by an organized crime group,

organized crime group member, or a person related to an organized crimeorganized crime group member, or a person related to an organized crimegroup, the Entrustee shall reject, and have its subcontractor reject thegroup, the Entrustee shall reject, and have its subcontractor reject the

Unlawful Intervention, promptly report to NEDO about the Unlawful

Unlawful Intervention, promptly report to NEDO about the Unlawful

Intervention, notify the police, and provide any cooperation necessary forIntervention, notify the police, and provide any cooperation necessary forinvestigation by the police.

investigation by the police.

Supplementary Provisions
1. This Standard Form shall come into effect as of March 18, 2015, and shallbe applicable to projects commencing from fiscal year 2015.

Supplementary Provisions
1. This Standard Form shall come into effect as of March 18, 2015, and shallbe applicable to projects commencing from fiscal year 2015.

2. These General Conditions shall apply to national and public university

2. These General Conditions shall apply to national and public university

corporations, inter-university research institute corporations, public

corporations, inter-university research institute corporations, public

universities, private universities, colleges of technology, national research

universities, private universities, colleges of technology, national researchand development agencies, and incorporated administrative agencies.

and development agencies, and incorporated administrative agencies.

Supplementary Provisions

Supplementary Provisions

1. This Standard Form shall come into effect as of July 1, 2015.

1. This Standard Form shall come into effect as of July 1, 2015.

2. Notwithstanding the foregoing, the provisions of Article 28-3, Article 31,

2. Notwithstanding the foregoing, the provisions of Article 28-3, Article 31,

Article 31-3, Article 31-4, Article 31-5, Article 35, and Article 47 of the

Article 31-3, Article 31-4, Article 31-5, Article 35, and Article 47 of therevised General Conditions shall apply to contracts newly executed on andrevised General Conditions shall apply to contracts newly executed on andafter November 15, 2015, and with regard to contracts executed prior toafter November 15, 2015, and with regard to contracts executed prior tosuch date, the provisions then in force shall remain applicable.

such date, the provisions then in force shall remain applicable.

Supplementary Provisions

Supplementary Provisions

1. This Standard Form shall come into effect as of March 25, 2016.

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

2. Notwithstanding the foregoing, the provisions of Paragraphs 4 to 5 of

Article 2 of the revised General Conditions shall apply to contracts newly

Article 2 of the revised General Conditions shall apply to contracts newlyStandard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

executed on and after April 1, 2016, and with regard to contracts executed

executed on and after April 1, 2016, and with regard to contracts executed

prior to such date, the provisions then in force shall remain applicable.

prior to such date, the provisions then in force shall remain applicable.

Supplementary Provision
1. This Standard Form shall come into effect as of April 1, 2017, and shall be

Supplementary Provision
1. This Standard Form shall come into effect as of April 1, 2017, and shall beapplicable to projects commencing from fiscal year 2017.

applicable to projects commencing from fiscal year 2017.

Supplementary Provisions

Supplementary Provisions

1. This Standard Form shall come into effect as of March 30, 2018, and shallbe applicable to projects commencing from fiscal year 2018.

1. This Standard Form shall come into effect as of March 30, 2018, and shallbe applicable to projects commencing from fiscal year 2018.

2. Notwithstanding the foregoing, the provisions of Articles 28-4 of the revised

2. Notwithstanding the foregoing, the provisions of Articles 28-4 of the revised

General Conditions shall apply to publicly called projects on and after

General Conditions shall apply to publicly called projects on and after

April 1, 2018, and with regard to publicly called projects prior to such

April 1, 2018, and with regard to publicly called projects prior to suchdate, the provisions then in force shall remain applicable.

date, the provisions then in force shall remain applicable.

Supplementary Provisions

Supplementary Provisions

1. This Standard Form shall come into effect as of March 20, 2019, and shall

1. This Standard Form shall come into effect as of March 20, 2019, and shallbe applicable to projects commencing from fiscal year 2019.

be applicable to projects commencing from fiscal year 2019.

2. The provisions of the revised Calculation Criteria for Contract Work

2. The provisions of the revised Calculation Criteria for Contract Work

Expenses (for National Research and Development Agencies, Etc.) shallExpenses (for National Research and Development Agencies, Etc.) shallapply to contracts newly executed in fiscal year 2019, and with regard to

apply to contracts newly executed in fiscal year 2019, and with regard tocontacts executed prior to fiscal year 2019 the provisions then in force

contacts executed prior to fiscal year 2019 the provisions then in force

shall remain applicable.

shall remain applicable.

Supplementary Provisions
1. This Standard Form shall come into effect as of March 25, 2020, and shallbe applicable to projects commencing from fiscal year 2020.
2. Notwithstanding the foregoing, the provisions of Article 44 of the revised
General Conditions shall apply to contracts executed on and after April 1,

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)2020, and with regard to contracts executed prior to such date, theprovisions then in force shall remain applicable.
(3) Appended Tables (for Universities and National Research and Development(3) Appended Tables (for Universities and National Research and Development

Agencies, Etc.)

Agencies, Etc.)

Appendix 1-1-1 Incurred Expenses Record (for Universities)

Appendix 1-1-1 Incurred Expenses Record (for Universities)

Appendix 1-1-2 Incurred Expenses Record (for National Research andAppendix 1-1-2 Incurred Expenses Record (for National Research andDevelopment Agencies, Etc.)

Development Agencies, Etc.)

Appendix 1-2 Incurred Expenses Record (Breakdown of Corrected Amounts)

Appendix 1-2 Incurred Expenses Record (Breakdown of Corrected Amounts)

Appendix 1-3 Incurred Expenses Record (Summary Table)

Appendix 1-3 Incurred Expenses Record (Summary Table)

Appendix 2-1-1 Itemized Monthly Detailed Statement (for Universities)

Appendix 2-1-1 Itemized Monthly Detailed Statement (for Universities)

Appendix 2-1-2 Disbursement Book (for National Research and Development

Appendix 2-1-2 Disbursement Book (for National Research and Development

Agencies, Etc.)

Agencies, Etc.)

Appendix 3 Estimate of Design and Manufacturing Cost/ Processing Cost

Appendix 3 Estimate of Design and Manufacturing Cost/ Processing Cost

Appendix 4 Health Insurance Grade Certificate

Appendix 4 Health Insurance Grade Certificate

Appendix 5 Salary Certificate

Appendix 5 Salary Certificate

Appendix 6 Labor Hours Certificate

Appendix 6 Labor Hours Certificate

Appendix 7 List of Labor Unit Cost for NEDO Contract Work (unit cost per

Appendix 7 List of Labor Unit Cost for NEDO Contract Work (unit cost per

hour)

hour)

Appendix 8 Contract Work Daily Report

Appendix 8 Contract Work Daily Report

Appendix 9 Estimate of Labor Cost

Appendix 9 Estimate of Labor Cost

Appendix 10 List of Labor Unit Cost for NEDO Contract Work (for Contract-

Appendix 10 List of Labor Unit Cost for NEDO Contract Work (for Contract-

Work effort researchers)

Work-engagement-rate researchers)

Appendix 11 Contract Work Monthly Record

Appendix 11 Contract Work Monthly Record

Appendix 12-1 (missing number)

Appendix 12-1 (missing number)

Standard Form of Business Entrustment Contracts

Standard Form of Business Entrustment Contracts(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on March 25, 2020)(original contract articles on March 20, 2019)

Appendix 12-2 Certificate of Effort for Contract Work

Appendix 12-2 Certificate of Percentage of Engagement for Contract Work

Appendix 13 (missing number)

Appendix 13 (missing number)

Appendix 14 (missing number)

Appendix 14 (missing number)

Appendix 15 Certificate of Exclusive Use

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(4) Calculation Criteria for Contract Work Expenses

Calculation Criteria for Contract Work Expenses (for Universities)

Calculation Criteria for Contract Work Expenses (for Universities)

Calculation Criteria for Contract Work Expenses (for National Research andCalculation Criteria for Contract Work Expenses (for National Research andDevelopment Agencies, Etc.)

Development Agencies, Etc.)