Report on Data Provision Contract for the AIDC Platform

First Edition
February 17, 2022
AI Data ConsortiumIntellectual Property and Contract Process Working Group-1-

Preface
Reliable and high-quality data is indispensable in order to ensure the functioning ofartificial intelligence (AI), which mainly focuses on machine learning. A data platform
which allows easy access, as necessary, to various types of data that meet such criteria
is expected as essential infrastructure in the digital society. On the other hand, whendata is used for AI learning and machine learning, it is necessary to take into
consideration various factors such as ethics, intellectual property and product liability,
which makes it difficult to achieve smooth data transactions.
AI Data Consortium (“AIDC”) engages in its activities with the objective of further
accelerating the research, use and application of AI in Japan through collecting various
kinds of data indispensable for research, use and application of AI and establishing aplatform and community for facilitating the smooth and efficient distribution of such data.
AIDC’s Intellectual Property and Contract Process Working Group (Chief: Professor
Toshiya Watanabe) (hereinafter, the “WG”) held meetings a total of 24 times, for theperiod starting in September 2019 and ending in November 2021, with the members
listed in Exhibit 1, on the content of an agreement applicable to both data providers anddata users in the distribution of data through the AIDC database, with the aim ofstandardizing such agreement and reducing the costs involved in the preparation of suchagreement.
In considering the content of such agreement, the following matters are assumed:⚫

Purpose of preparing the agreement➢⚫

To facilitate distribution of original data, cleansing data and annotation data

Data covered by the agreement (scope)➢

The data subject to the transactions is original data, cleansing data or
annotation data.

➢

The above data does not include any personal information.

➢

It is mainly assumed that the above data constitutes “shared data withlimited access” as defined in the “Unfair Competition Prevention Act” ofJapan.

➢The data could constitute data that becomes a copyrighted work, such as
database works.

⚫

Persons becoming parties to the agreement-2-➢The stakeholders involved in the process up until an end user uses AI
products include: data generators, data annotators, AI researchers, AI
developers, component manufacturers, end product manufacturers andend users. In the above-mentioned agreement, the following cases are
assumed: (a) a data generator grants a license to a data annotator or an AI
researcher/AI developer to use data; and (b) a data annotator grants alicense to an AI researcher/AI developer to use data.

The agreement considered and prepared by the WG based on the above assumptions(the “Agreement”) is an agreement to be executed between a licensor (i.e. a data
provider) and a licensee (i.e. a data user) upon distributing the data on the AIDC platform.
This “Report on the Data Provision Contract for the AIDC Platform” (this “Report”) is
prepared for the purpose of providing explanations on the content of the Agreement.
The overall structure of this Report is as follows: Exhibit 1 lists the members of the WG;
Exhibit 2 specifies the content of the Agreement; and Exhibit 3 specifies the
explanations of the content of the Agreement. The titles and affiliations of themembers stated in Exhibit 1 are those at the time when they participated in the WG.
Upon preparation of the Agreement and this Report, we referred to the draft model
agreement for data provision type agreements (the “METI Draft Model Contract”)
contained in the “Contract Guidelines on Utilization of AI and Data Version 1.1: Data
Section” dated December 2019 prepared by the Ministry of Economy, Trade andIndustry (the “METI Guidelines”).

Due to space limitations, the METI Guidelines arecited as necessary for the same explanations as for the Agreement.
While the Agreement is intended to be used by licensors who wish to distribute data on
the AIDC platform (the “Platform”) and licensees who wish to use the same, it is our
sincere hope that the Agreement will be used by many licensors and licensees and thatthe explanations detailed in Exhibit 3 will be of assistance to such licensors and licensees.
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Exhibit 1
Members of Intellectual Property and Contract Process Working Group in AI Data
Consortium
Chairman:Toshiya Watanabe

Professor, Institute for Future Initiatives, theUniversity of Tokyo

Members:

Toyotaka Abe

Patent Attorney and Attorney (California), TMI
Associates

Yuto Kakiyama

Attorney, TMI Associates

Tomoo Shibano

Attorney, TMI Associates

Soko Sakakibara

Attorney, TMI Associates

Kazuo Shimokawa

Chairman of Board of Directors, EAST Co., Ltd.

Kenzaburo Tamaru

Director, National Technology Officer, National
Technology Office, Microsoft Japan Co., Ltd.

Satoka Doi

Attorney, TMI Associates

Yuto Noro

Attorney, TMI Associates

Satoshi Funayama

Attorney, Senior Corporate Counsel, Corporate,
External and Legal Affairs, Microsoft Japan Co.,Ltd

Masao Matsumura

Attorney, ExaWizards Inc.

Satoshi Murakami

Attorney, TMI Associates

Makoto Murata

Project Professor (Non-tenured), Graduate Schoolof Media and Governance at Keio University

Hidemoto Lee

Member of the Board & Operating Officer, Strategic
Management & DC Business, BroadBand Tower,
Inc.

Advisors:

Daisuke Aoki

FinTechandInnovation

Office,Strategy

Development Division, Strategy Development andManagement Bureau, Financial Services Agency
Manabu Abe

Japan Science and Technology Agency

Mari Iwashima

Japan Science and Technology Agency

Yoichi Kikuchi

Policy Planning and Research Division, General
Affairs Department, Japan Patent Office

Ryo Sato

Mobility-4-

Service

Promotion

Division,

PolicyPlanning Bureau, Ministry of Land, Infrastructure
and Transport
Yushi SekiIntellectual Property Policy Office, Economic andIndustrial Policy Bureau, Ministry of Economy,
Trade and Industry

Erika Tsuboi

Japan Aerospace Exploration Agency, National
Research and Development Agency

Yuka Tsubouchi

Policy Planning and Research Division, General
Affairs Department, Japan Patent Office

Junya Tenpaku

FinTechandInnovation

Office,Strategy

Development Division, Strategy Development andManagement Bureau, Financial Services Agency
Shiho Nagano

Policy Planning and Research Division, General
Affairs Department, Japan Patent OfficeEitaro Nishihara

Information - technology Promotion Agency, Japan

Yurika Hashimoto

Intellectual Property Policy Office, Economic andIndustrial Policy Bureau, Ministry of Economy,
Trade and Industry

Tomomi Hioki

Attorney, Miura & Partners

Koji Matsuo

Japan Science and Technology Agency

Kohei Miki

FinTechandInnovation

Office,Strategy

Development Division, Strategy Development andManagement Bureau, Financial Services Agency
Yoko Morikawa

Japan Aerospace Exploration Agency, National
Research and Development Agency

Kazuo Yamamoto

Chief Researcher for General Policy Planning to
Director-General for Policy Planning, Cabinet
OfficeHiroko Yoshida

Japan Aerospace Exploration Agency, National
Research and Development Agency

Ryotaro Watanabe

Attorney, Deputy Director of Intellectual Property
Policy Office, Economic and Industrial Policy
Bureau, Ministry of Economy, Trade and Industry(Honorific titles are omitted)(The titles and affiliations of the above members are those at the time of their
participation in the WG.)
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-6-

Exhibit 2: Agreement
AgreementThis Agreement (this “Agreement”) is hereby made and entered into by and between ●K.K. (“Licensor”) and ● K.K. (“Licensee”) as follows, with respect to the provision ofdata from Licensor to Licensee.

In this Agreement, any provision specified in theseparately stipulated “List of Standards for Entry in the Free Entry Sections in theAgreement” shall be entered pursuant to such standards, and any entry which deviatesfrom such standards shall be invalid.
Article 1.

Definitions

In this Agreement, the following terms shall be defined as follows:(1) “Provided Data” means the data provided by Licensor to Licensee in accordancewith this Agreement, to which Licensor has the utilization rights, as detailed below.
1. Basic Information(1) Type of Data: Original, Annotation or Cleansing Data
□ Original data
□ Annotation data
□ Cleansing data
* Please select one or more check boxes.
(2) Type and Content
・Not containing any “Personal Information” under the “Act on the Protection of
Personal Information” of Japan(3) Background Information(4) Data Management Method・ID・Password
・Encryption・●(5) Applicable Period for Original Data
(6) Distribution (Bias)(7) Volume-7-

(8) Existence of Original Data
(9) History of Loss and Deletion

2. Method of Provision(1) Format of Data to be Provided[CSV/JSON](2) Method of Data Provision[Download/API](3) Place of Provision(4) Period of Provision(5) Frequency of Provision(2) “Derived Data” means data created through processing, analyzing, editing,integrating, etc. the Provided Data by Licensee or data newly created based on
the Provided Data (excluding any data evaluated as being substantially identicalto the Provided Data and any inference engine).
(3) “inference engine” means a combination of a program and a parameter thatenables a certain result to be output for an input.
(4) “Inference Engine” means an inference engine using parameters obtained as aresult of learning in the use of the Provided Data and the Derived Data.
(5) “Purpose” means Licensee’s utilization of the Provided Data for [(i) the PoC
concerning new products or services (wherein PoC means a “proof of concept”
that is a partial realization of a new concept or idea to demonstrate its feasibility)/ (ii) the development and marketing of new products or services / (iii) academic
research / (iv) sale of the Derived Data].
(6) “Region” means ●.

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(7) “Documentation” shall include electromagnetic records.
Article 2.

Grant of License to Use Data

Licensor shall provide the Provided Data to Licensee and shall grant Licensee a license
to use the same in the Region only for the Purpose during the effective term of thisAgreement; provided, however, that, ● shall be excluded.
Article 3.

Handling of Derived Data

1. Unless otherwise agreed between the parties, only Licensee shall have any and all
utilization rights in relation to the Derived Data; provided, however, that Licensee may
not use the Derived Data for any purpose other than for the Purpose.
2. Any intellectual property rights relating to inventions, devices, creations, trade
secrets, etc. arising from Licensee’s utilization of the Provided Data shall belong toLicensee.
[Optional Provision]
3. Upon Licensor’s request, Licensee shall engage in mutual good faith consultation
with Licensor concerning the grant of a license to use the Derived Data.
Article 4.

Consideration and Payment Terms[Option (1): In the Case of Pay-Per-Use Basis]1.

Licensee shall pay Licensor JPY ● per unit of [●] as consideration for the grant of alicense to use the Provided Data.

2.

Licensor shall calculate the number of units in use by Licensee on the last day ofeach month and provide Licensee with a written notice specifying the amount ofconsideration for the grant of a license to use the Provided Data based on such
number of units by no later than the ●th of the immediately following month.

Uponcalculating the consideration pursuant to this paragraph, if any fraction arises in theconsideration, such fraction shall be rounded down to the nearest whole number.
3.

During the effective term of this Agreement, Licensee shall pay Licensor the amountspecified in Article 4.1, plus any applicable taxes imposed thereon, by no later thanthe last day of the month in which Licensee received the notice specified in Article
4.2 or the day separately designated by Licensor [by way of transfer into the bank-9-

account designated by Licensor. Licensee shall bear any transfer fees. / by using
a credit card.][Option (2): In the Case of Monthly-Charge Basis]1.

During the effective term of this Agreement, Licensee shall pay Licensor the monthly
amount of JPY ●, plus any applicable taxes imposed thereon, as consideration for
the grant of a license to use the Provided Data, by no later than the last day of eachmonth or the day separately designated by Licensor [by way of transfer into the bankaccount designated by Licensor. Licensee shall bear any transfer fees. / by using
a credit card.]

2.

The consideration for the grant of a license to use the Provided Data specified in thepreceding paragraph shall be calculated as a monthly charge for the period startingon the first day of a given month and ending on the last day of the same month, andif the period during which the Provided Data is available for Licensee is not a fullmonth, the consideration shall be calculated on a pro-rata basis for the period during
which the Provided Data is available for Licensee.

[Option (3): In the Case of One-Time Payment Basis]
Licensee shall pay Licensor JPY ●, plus any applicable taxes imposed thereon, as
consideration for the grant of a license to use the Provided Data, within ● days after
execution of this Agreement or the day separately designated by Licensor, [by way oftransfer into the bank account designated by Licensor (the “Payment Method for OneTime Payment Basis”). Licensee shall bear any transfer fees. / by using a credit card(the “Payment Method for One-Time Payment Basis”).][Option (4): In the Case of Sales Distribution]
1. During the effective term of this Agreement, Licensee shall prepare a report on theamount of revenue arising from utilization of the Provided Data, the Derived Data or
the Inference Engine and other matters designated by Licensor for each calculation
period [i.e. April 1 to March 31 of the following year / i.e. January 1 to March 31, April
1 to June 30, July 1 to September 30 and October 1 to December 31 of each year /i.e. the first day to last day of each month) and must submit the report to Licensor
within fifteen (15) days after the termination of each such calculation period.
2. Licensee shall pay Licensor ● % of the amount of revenue arising from utilization of- 10 -

the Provided Data, the Derived Data or the Inference Engine, plus any applicabletaxes imposed thereon, by no later than the last day of the month immediately
following the month in which Licensee submitted the report specified in Article 4.1, or
the day separately designated by Licensor, [by way of transfer into the bank accountdesignated by Licensor. Licensee shall bear any transfer fees. / by using a credit
card.]

Upon calculating the consideration pursuant to this paragraph, if any fraction

arises in the consideration, such fraction shall be rounded down to the nearest whole
number.
3. Licensee shall keep appropriate books for the matters to be stated in the reportspecified in Article 4.1 and shall retain and maintain such books during the effective
term of this Agreement.
[Option (5): In the Case of the Minimum Guarantee Method]
1. During the effective term of this Agreement, Licensee shall prepare a report on theamount of revenue arising from utilization of the Provided Data, the Derived Data or
the Inference Engine and other matters designated by Licensor for each calculation
period [i.e. April 1 to March 31 of the following year / i.e. January 1 to March 31, April
1 to June 30, July 1 to September 30 and October 1 to December 31 of each year /i.e. the first day to last day of each month] and must submit the report to Licensor
within fifteen (15) days after the termination of each such calculation period.
2. Licensee shall pay Licensor ● % of the amount of revenue arising from utilization of
the Provided Data, the Derived Data or the Inference Engine, plus any applicabletaxes imposed thereon, by no later than the last day of the month immediately
following the month in which Licensee submitted the report specified in Article 4.1, or
the day separately designated by Licensor, [by way of transfer into the bank accountdesignated by Licensor. Licensee shall bear any transfer fees. / by using a credit
card.]

Upon calculating the consideration pursuant to this paragraph, if any fraction

arises in the consideration, such fraction shall be rounded down to the nearest whole
number.
3. Among the consideration for grant of the license specified in the preceding paragraph,
Licensee shall pay Licensor JPY ● as the minimum guarantee amount (the“Minimum Royalty”), plus any applicable taxes imposed thereon, within ● days after
the execution of this Agreement, or the day separately designated by Licensor, [by- 11 -

way of transfer into the bank account designated by Licensor.

Licensee shall bear

any transfer fees. / by using a credit card.]
4. Among the consideration for grant of the license specified in Article 4.2, Licensee
shall pay, pursuant to Article 4.2, only the amount exceeding the Minimum Royalty
specified in the preceding paragraph (the “Excess Royalty”).
5. Licensee shall keep appropriate books for the matters to be stated in the reportspecified in Article 4.1 and shall retain and maintain such books during the effective
term of this Agreement.
6. If this Agreement is extended pursuant to the provision of Article 16.2, the phrase“after the execution of this Agreement” specified in Article 4.3 shall be deemed to be
replaced with “after commencement of the effective term of the extended Agreement.”[Option (1): In the Case where a Warranty is Generally Not Provided]
Article 5.

No Warranty Regarding the Provided Data

1. Licensor represents and warrants that the Provided Data has been obtained throughlegitimate and appropriate means.
2. Licensor provides no warranty as to the accuracy, completeness, safety oreffectiveness (fitness for the Purpose) of the Provided Data or as to the noninfringement of the Provided Data upon any third party’s intellectual property rights
and any other rights.
[Option (2): In the Case of a Warranty Provided To a Certain Extent]
Article 5.

Warranty Regarding the Provided Data

1. Licensor represents and warrants the following matters concerning the Provided
Data:(1) the Provided Data has been obtained through legitimate and appropriate
means;(2) the Provided Data does not infringe upon any third party’s [copyrights /intellectual property rights and any other rights] [in Japan];(3) the content of the “Basic Information” stipulated in Article 1.(1).1 with regard
to the Provided Data is accurate;(4) No malicious alteration has been made with regard to the Provided Data; and- 12 -

(5) []

2. Other than the matters stipulated in the preceding paragraph, Licensor provides nowarranty as to the accuracy, completeness, safety or effectiveness (fitness for the
Purpose) of the Provided Data or as to the non-infringement of the Provided Data
upon any third party’s intellectual property rights and any other rights.
Article 6.

Maintaining the Nature of “Shared Data with Limited Access”

Licensee recognizes that the Provided Data falls under the “shared data with limitedaccess” under the Unfair Competition Prevention Act of Japan and complies with thefollowing:(1) maintaining the data management method specified in Article 1.(1).1.(4), andwhen reproducing or processing any data, managing such reproduced orprocessed data by using the same management method as that for theProvided Data;(2) when using passwords to manage the Provided Data (including reproductions
thereof or those substantially the same; the same shall apply hereinafter), notallowing passwords to be used by anyone other than Licensee’s authorized
employees; and(3) ●Article 7.

Management of Provided Data

1. Licensee must manage and store the Provided Data with the due care of a prudent
manager by clearly separating the Provided Data from other information.
2. Licensee shall warrant that it has obtained [ISMS / Privacy Mark / ISO/IEC 27001 /ISO 27017 / ISO 27018 / CS Silver / CS Gold / PCI-DSS/SOC2] as official certification
for data management and shall maintain the same for the effective term of thisAgreement.
3. Licensor may, at any time, request Licensee to submit a written report on the
management status of the Provided Data. In such case, if Licensor determines that
the Provided Data is likely to be leaked or lost, Licensor may request Licensee tocorrect the management or storage method of the Provided Data.
4. If a request is made for reporting or correction as specified in the preceding- 13 -

paragraph, Licensee must promptly accommodate such request.
Article 8.

Audit

1. Licensor may request Licensee to submit a report on the usage status of the Provided
Data that is necessary to verify whether Licensee's utilization of the Provided Data
conforms to the terms and conditions of this Agreement.
2. If Licensor determines, based on reasonable standards, that the report submitted
under the preceding paragraph is not sufficient to verify the usage status of theProvided Data, Licensor may conduct, by itself or through a third party, an audit on
Licensee’s usage status of the Provided Data at Licensee’s place of business, up toonce a year, subject to providing ● business days prior written notice. In such case,
Licensee shall cooperate with the audit conducted by Licensor or a third party to theextent reasonable, and Licensor shall comply with, or cause such third party tocomply with, the Licensee's information security-related regulations and otherinternal regulations that Licensee separately notifies to Licensor.
3. If, as a result of the audit specified in the preceding paragraph, it is found that
Licensee has utilized the Provided Data in breach of this Agreement, Licensee shallpay Licensor any expenses required for the audit. In addition, if it is found that theconsideration that Licensor deemed to be reasonable in the actual manner of usage
exceeds the consideration pertaining to the utilization of the Provided Data stipulated
in Article 4, Licensee shall pay Licensor 125% of the difference between the above
two (2) amounts of consideration.
Article 9.

Prohibition of Use

1. Licensee must not, without prior written approval from Licensor, use the Provided
Data for any purpose other than the Purpose and must not disclose, provide or leakthe Provided Data to any third party (if Licensee is a corporation, its parent company,
subsidiaries and affiliates shall also be included as third parties).
2. Notwithstanding the provision of the preceding paragraph, Licensor grants Licensee
the right to disclose or provide the Provided Data to [●] for the purpose of performing
this Agreement.

In such case, Licensee shall impose upon such third party

obligations equivalent to those owed by Licensee with regard to the Provided Data
under this Agreement.
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Article 10.

Suspension of Utilization and Updating

1. In the case where Licensor finds that Licensee is in breach of this Agreement,
Licensor may either suspend Licensee from utilizing the Provided Data or suspend
updating of the Provided Data [at Licensor's discretion. / if Licensor requests
Licensee to resolve the state of breach, but Licensee nonetheless fails to resolve thesame within ● days.]
2. Licensee may not make a claim, in any way whatsoever, against Licensor for any
damage it incurs as a result of the measures taken by Licensor under the preceding
paragraph.
Article 11.

Intellectual Property Rights in and to the Provided Data

Any intellectual property rights relating to the Provided Data (including, without limitation,
the rights relating to the database works) belong to Licensor; provided, however, that theforegoing shall not apply to any Provided Data whose intellectual property rights belong
to a third party.
Article 12.

No Exercise of Moral Rights of Author

With regard to the Provided Data, Licensor shall not, in any way whatsoever, exercise
against Licensee any moral rights of the author as stipulated in the Copyright Act ofJapan (the “Copyright Act”) (e.g. the right to make a work public (Article 18 of the
Copyright Act), the right of attribution (Article 19 of the Copyright Act) and the right tointegrity (Article 20 of the Copyright Act)) or any rights equivalent to the foregoing.
Article 13.

Limitation of Liability, Etc.

1. Unless Licensor provides an express warranty in this Agreement, Licensor shall not
be liable for any and all claims, losses, damage or expenses (including, without
limitation, reasonable attorneys’ fees) in relation to Licensee’s utilization of theProvided Data or Licensee’s utilization of any intellectual property rights relating toan invention, device, creation, trade secret, etc. generated through Licensee’sutilization of the Provided Data.
2. If any dispute, claim or demand (the “Dispute, Etc.”) arising from or in connection
with utilization of the Provided Data occurs between Licensee and any third party,
Licensee shall immediately notify Licensor to such effect in writing and resolve such
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Dispute, etc. at its responsibility and expense.

Licensor shall cooperate in the

resolution of any such Dispute, Etc. to a reasonable extent.
3. If Licensor incurs any damage, losses or expenses (including reasonable attorneys’
fees; the “Damage, Etc.”) arising from or in connection with the Dispute, Etc.
stipulated in the preceding paragraph (except in the case where such Dispute, Etc.
is due to any cause attributable to Licensor), Licensee shall provide Licensor withcompensation for such Damage, Etc.
Article 14.

Confidentiality

1. Licensor or Licensee (the “receiving party” in this Article) shall keep strictly
confidential any information that it comes to know through this Agreement, disclosedby the other party (the “disclosing party” in this Article), whether in writing, orally orby any other means, which the disclosing party declares upon disclosure as
constituting confidential information (the “Confidential Information”; provided,
however, that the Provided Data is not included in the “Confidential Information”
under this Article), and the receiving party must not disclose, provide or leak theConfidential Information to any third party without the prior written approval of thedisclosing party or use the Confidential Information for any purpose other than
exercising the rights or performing the obligations under this Agreement; provided,
however, that if any public agency makes a legally binding request for disclosure, thereceiving party may disclose the Confidential Information to the extent ofaccommodating such request, under the condition that the receiving party provides
the disclosing party with prompt notice to such effect.
2. Notwithstanding the provision of the preceding paragraph, any information that falls
under the following shall be excluded from the definition of Confidential Information:(1) Information already held by the receiving party at the time of its disclosure;(2) Information independently generated by the receiving party without the use of
any Confidential Information;(3) Information already in the public domain at the time of its disclosure;(4) Information that enters the public domain after its disclosure due to any reason
not attributable to the receiving party; or(5) Information disclosed by a duly authorized third party without any obligation
to maintain confidentiality.

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3. The receiving party may disclose the Confidential Information to its officers or
employees, or to its attorneys, accountants, tax accountants or other professionals
who are bound by confidentiality obligations under applicable laws, only to the extent
necessary for the performance of this Agreement, under the condition that thereceiving party causes all these persons to comply with the confidentiality obligations
under Article 14.1.
4. Notwithstanding the provisions of Article 14.1, Licensor grants Licensee the right todisclose or provide the Confidential Information to [●] for the purpose of performing
this Agreement.

In such case, Licensee shall impose upon such third party

obligations equivalent to those under Article 14.1 owed by Licensee under thisAgreement.
5. Notwithstanding the provisions of Article 14.1, Licensee grants Licensor the right todisclose or provide the Confidential Information to [●] for the purpose of performing
this Agreement.

In such case, Licensor shall impose upon such third party

obligations equivalent to those under Article 14.1 owed by Licensor under thisAgreement.
6. The obligations under this Article shall remain in full force and effect for ● years after
the termination of this Agreement.
Article 15.

Export Control

If Licensee intends to export the Provided Data from the country/region where Licensee
is located (including taking the same outside of such country/region), Licensee shallobtain prior written approval from Licensor and shall also comply with the Foreign
Exchange and Foreign Trade Act of Japan, the Export Trade Control Order of Japan, theForeign Exchange Order of Japan and other related Ministerial Orders of Japan and thelaws and rules, etc. of relevant countries, and shall, as necessary, obtain export
permission from the Japanese government and re-export permission from the relevant
countries’ governments.
Article 16.

Effective Term

1. The effective term of this Agreement shall be [● years from the execution date hereof/ ● months from the execution date hereof / for an indefinite period of time].

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2. If either Licensor or Licensee requests the other party in writing to extend thisAgreement by ● months before the expiration of the effective term hereof and theother party accepts such extension, this Agreement will be extended for an additional
period of ● years upon the same conditions, with the same to apply thereafter. If
Licensee requests Licensor to extend this Agreement based on a legitimate reason,
Licensor may not unjustly refuse such request.
Article 17.

Compensatory Damages

1. If Licensor or Licensee causes damage to the other party due to its breach of thisAgreement or breach of any of its representations and warranties contained in thisAgreement, such party shall be liable to provide the other party with compensation
only for the damage directly and actually incurred by the other party.
2. The amount of damages owed by Licensor to Licensee under the preceding
paragraph shall not exceed the total of the amount that had been received by
Licensor from Licensee under Article 4 as at the time before the occurrence of thecause of damage for compensation, except in the case of willful misconduct or grossnegligence.
3. If Licensee finds any utilization of the Provided Data in breach of this Agreement,such as leakage, loss, provision to a third party or utilization for unintended purpose(collectively, “Leakage of Provided Data, Etc.”), Licensee must immediately notify
Licensor to such effect.
4. If any Leakage of Provided Data, Etc. is likely to have occurred due to willful
misconduct or gross negligence on the part of Licensee, Licensee shall, at its
responsibility and expense, confirm the fact as to whether any Leakage of Provided
Data, Etc. indeed occurred, and if such fact is confirmed, immediately take measures[in an appropriate manner / as designated by Licensor] to prevent further damage,and at the same time, investigate the cause thereof and consider measures toprevent the recurrence thereof, and report the details of such investigation andconsideration to Licensor.
Article 18.

Force Majeure

During the effective term of this Agreement, neither Licensor nor Licensee shall be liable
for any delay or impossibility of performance of all or any part of this Agreement due to- 18 -

an act of God, war, riot, civil war, epidemic, infectious disease, natural disaster, power
failure, interruption of communication facilities, suspension of provision or emergency
maintenance of external services such as cloud services, establishment, revision or
abolition of laws and regulations or any other cause not attributable to Licensor or
Licensee.
Article 19.

Termination

1. Licensor or Licensee may immediately terminate this Agreement, in whole or in part,without being required to make a demand, if any of the following circumstances apply
to the other party; provided, however, that if the payment of the consideration for the
grant of a license to use the Provided Data is made by the Payment Method for OneTime Use Basis, neither party may terminate this Agreement on the grounds that any
circumstances specified in items 2 through 8 below apply to the other party:(1) the other party breaches any provision of this Agreement and fails to cure suchbreach despite having received a demand from the non-breaching party
specifying a reasonable period for cure thereof;(2) the other party suspends payments or becomes insolvent or a note or checkdrawn by the other party is dishonored;(3) a petition for the commencement of bankruptcy, civil rehabilitation, corporate
reorganization or special liquidation proceedings or a petition for thecommencement of insolvency proceedings similar to the foregoing is filed inrelation to the other party;(4) a petition for the commencement of provisional attachment, provisional
disposition,

attachment,

dispositiondue

to delinquency

orauctionproceedings is filed against the other party’s important assets or a disposition
due to delinquent public taxes and imposts is issued against the other party;(5) the other party suspends or abolishes its operation or assigns an importantpart of its business;(6) the other party enters into dissolution or liquidation for any reason other thanmerger;(7) the other party undergoes a considerable deterioration in the state of its assets
or the likelihood thereof is reasonably recognized;(8) it is found that the other party has breached any of its representations andwarranties stipulated in Article 5; or(9) in addition to the above, any other significant reasons occur that are similar toany of the preceding items that make it difficult to continue this Agreement.
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2. Termination pursuant to the preceding paragraph shall not preclude the terminating
party from demanding the other party to provide compensatory damages.
3. Notwithstanding the provision of Article 16, if Licensor or Licensee withdraws fromthe “AIDC Data Cloud” data distribution platform provided by AI Data Consortium, orceases to be a member of “AIDC Data Cloud” for any other reason, this Agreement
shall be automatically terminated.
Article 20.

Measures after Termination

1. After termination of the effective term of this Agreement, Licensee must not utilize
the Provided Data for any reason, and must promptly dispose of or erase all theProvided Data that it has received in the manner separately instructed by Licensor.
2. Licensor may request Licensee to submit a written document certifying that all
Provided Data has been disposed of or erased.
3. After termination of the effective term of this Agreement, Licensee must not provide
any third party with or cause any third party to use the Inference Engine, any products
or services containing the Inference Engine, or the Derived Data, which are preparedwithin the effective term hereof; provided, however, that if there is any Inference
Engine or products containing the Inference Engine remaining as at the terminationof this Agreement, Licensee may sell the same upon obtaining approval from
Licensor. In such case, Licensee shall continue to make payments in accordancewith the payment terms specified in Article 4.
Article 21.

Elimination of Anti-Social Forces

1. Licensor and Licensee each represents and warrants that, both at present and in the
future, neither it nor any of its representatives, officers, persons who substantiallycontrol the management thereof, employees, agents or intermediaries (the “Related
Persons”) falls or will fall under any of the following:(1) an organized crime group (as stipulated in Article 2(2) of the Act on Preventionof Unjust Acts by Organized Crime Group Members of Japan (the “AntiOrganized Crime Act”));(2) a member of an organized crime group (as stipulated in Article 2(6) of the AntiOrganized Crime Act);- 20 -

(3) a quasi-member of an organized crime group;(4) a company related to an organized crime group;(5) a corporate extortionist (“sokaiya”), etc., a racketeer advocating a social
movement (“shakaiundohyobogoro”), a racketeer advocating politicalactivities (“seijikatsudohyobogoro”), or a special intelligence criminalorganization (“tokushuchinoboryokushudan”);(6) a person/organization that is closely involved with any of the foregoing(including, without limitation, any act of providing funds or other benefits); or(7) a person/organization equivalent to any of the foregoing.
2. Licensor and Licensee each warrants that neither it nor any of its Related Persons
directly or indirectly engages in any of the following acts:(1) making a violent demand;(2) making an unreasonable demand going beyond a legal responsibility;(3) engaging in threatening behavior (including, without limitation, informing thatit or any of its Related Persons constitutes any person stipulated in thepreceding paragraph) or committing a violent act with respect to transactions;(4) damaging the reputation of the other party or interfering with the other party’s
business by spreading rumors, or using fraudulent means or force; or(5) any other act equivalent to any of the foregoing.
3. If Licensor or Licensee finds that the other party is in breach of any of therepresentations or warranties stipulated in the preceding two (2) paragraphs, suchparty may terminate this Agreement without being required to make any demandwhatsoever.
4. If Licensor or Licensee terminates this Agreement pursuant to the provision of thepreceding paragraph, such party shall not be liable for any damage, loss or expense
incurred by the other party due to such termination.
Article 22.

Survival

Even after the termination of this Agreement, Article 3 (Handling of Derived Data), Article
9 (Prohibition of Use), Article 11 (Intellectual Property Rights in Provided Data), Article
13 (Limitation of Liability, Etc.), Article 14 (Confidentiality), Article 17 (Compensatory
Damages), Article 18 (Force Majeure), Article 19.2 (Termination), Article 20 (Measures
after Termination), Article 21.4 (Elimination of Anti-Social Forces), this Article 22- 21 -

(Survival), Article 23 (No Assignment of Rights and Obligations) and Article 25(Governing Law and Jurisdiction) [and Article 28 (Non-Competition Obligation)] shallremain in full force and effect.
Article 23.

No Assignment of Rights and Obligations

Neither party may, without obtaining prior written approval from the other party, assign,pledge as collateral or otherwise dispose of any of its rights, obligations or contractual
status under this Agreement.
Article 24.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to theprovision of the Provided Data, and any agreements, understandings and otherarrangements made with respect to provision of the Provided Data prior to the executionof this Agreement shall cease to be effective by execution of this Agreement.
Article 25.

Governing Law and Jurisdiction

This Agreement shall be governed by the laws of Japan.

Any dispute in relation to or

incidental to this Agreement shall be subject to the exclusive jurisdiction of the Tokyo
Summary Court or the Tokyo District Court according to the value of the subject matterof the litigation.
Article 26.

Good Faith Consultation

Any matter not stipulated in this Agreement and any matter regarding which any doubt
arises shall be resolved upon mutual good faith consultation between Licensor andLicensee.
Article 27.

Notice1. Unless otherwise stipulated in this Agreement, any notice provided by Licensor or
Licensee under this Agreement shall be provided through “My Page” on the AIDC
website or through postal mail or email to the respective person in charge specified
below. Any fees pertaining to postal mail shall be borne by the party sending thesame.
Licensor

Licensee

Person in charge
Address
Email address- 22 -

2. The notice provided pursuant to the preceding paragraph shall become effective asat the time of its arrival to the other party or at the time when it should arrive at theother party.
3. If Licensor or Licensee changes its address stipulated in Article 27.1, such party
must notify the other party to such effect in advance.
Article 28.

(Non-Competition Obligation)

During the effective term of this Agreement and for ● years after termination of theeffective term of this Agreement, Licensee must not use, by itself, or cause any third
party to use, the Derived Data and the Inference Engine for the same or similarbusiness to that operated by Licensor.

- 23 -

Exhibit 3
I.

Timing for Formation of Agreement

This Agreement (as defined below) assumes that Licensee (as defined below) confirms
the items which Licensor has set in advance in the wizard, and Licensee fills in theoptions available to it, and thereby finalizes the terms and conditions of this Agreement.
As to the timing for formation of this Agreement, the following two (2) patterns are
possible:Firstly, if Licensor sets “Unnecessary” for “Approval for Agreement” in the “Public Setting”
item on the wizard, Licensor will not make final confirmation after Licensee completes
selecting the options on the wizard, and this Agreement will take effect at the time when
Licensee completes selecting the options.
On the other hand, if Licensor sets “Necessary” for “Approval for Agreement” in the“Public Setting” item on the wizard, Licensor may make final confirmation on the content
of Licensee’s selection of the options on the wizard after Licensee completes suchselection. In this case, this Agreement will take effect at the time when Licensor makes
final confirmation on the content of this Agreement and approves the same.
II. Explanations on Terms and Conditions of Agreement
PreambleThis Agreement (this “Agreement”) is hereby made and entered into by and between ●K.K. (“Licensor”) and ● K.K. (“Licensee”) as follows, with respect to the provision ofdata from Licensor to Licensee.

In this Agreement, any provision specified in theseparately stipulated “List of Standards for Entry in the Free Entry Sections in theAgreement” shall be entered pursuant to such standards, and any entry which deviatesfrom such standards shall be invalid.
<Explanation>
1. Certain provisions of this Agreement contain “Free Entry Fields” in which Licensor or
Licensee may state specific matters as necessary. In order to prevent any deviationfrom the originally intended entry and unreasonable restriction or expansion of thecontractual relationship between Licensor and Licensee in such free entry field, a
separate standard for entry in the free entry field (Exhibit 4) has been stipulated, and- 24 -

any entry deviating from such standards will be treated as invalid.
1. Definitions
Article 1.

Definitions

In this Agreement, the following terms shall be defined as follows:(1) “Provided Data” means the data provided by Licensor to Licensee in accordancewith this Agreement, to which Licensor has the utilization rights, as detailed below.
1. Basic Information(1) Type of Data: Original, Annotation or Cleansing Data
□ Original data
□ Annotation data
□ Cleansing data
* Please select one or more check boxes.
(2) Type and Content
・ Not containing any “Personal Information” under the “Act on the Protection of
Personal Information” of Japan(3) Background Information(4) Data Management Method・ID・Password
・Encryption・●(5) Applicable Period for Original Data
(6) Distribution (Bias)(7) Volume(8) Existence of Original Data
(9) History of Loss and Deletion

2. Method of Provision- 25 -

(1) Format of Data to be Provided[CSV/JSON](2) Method of Data Provision[Download/API](3) Place of Provision(4) Period of Provision(5) Frequency of Provision(2) “Derived Data” means data created through processing, analyzing, editing,integrating, etc. the Provided Data by Licensee or data newly created based on theProvided Data (excluding any data evaluated as being substantially identical to theProvided Data and any inference engine).
(3) “inference engine” means a combination of a program and a parameter thatenables a certain result to be output for an input.
(4) “Inference Engine” means an inference engine using parameters obtained as aresult of learning in the use of the Provided Data and the Derived Data.
(5) “Purpose” means Licensee’s utilization of the Provided Data for [(i) the PoC
concerning new products or services (wherein PoC means a “proof of concept” thatis a partial realization of a new concept or idea to demonstrate its feasibility) / (ii)the development and marketing of new products or services / (iii) academic
research / (iv) sale of the Derived Data].
(6) “Region” means ●.
(7) “Documentation” shall include electromagnetic records.
<Explanation>
1. In a data provision agreement, it is important to clearly stipulate the details of theProvided Data, such as the subjects, items and number of cases of the Provided
Data subject to transactions.

If the details of the Provided Data subject totransactions are not clearly stipulated, it is possible that a data recipient may not- 26 -

receive data that is supposed to be received and thereby may not be able to realize
the business utilizing the Provided Data or achieve the purpose of the agreement (i.e.
the purpose of receiving the data). In addition, if the details of the Provided Data
subject to transactions are not clearly stipulated, it becomes unclear as to the extent
to which a data recipient bears confidentiality obligations and the extent to whichmore careful management of data is required. Accordingly, it is necessary to clearlystipulate in an agreement the content of the Provided Data subject to transactions
and other necessary matters.
2. When stipulating the details of the Provided Data subject to transactions in anagreement, the content of such Provided Data needs to be made clear for bothparties to the agreement. As such, the detailed information of the Provided Data is
to be stipulated in the “Definitions” section of this Agreement, thereby ensuring thedata subject to provision under this Agreement is identified. Upon identifying thedata subject to provision, it is assumed that detailed information will be stipulated
from two (2) perspectives, namely, “Basic Information” and “Method of Provision.”
3. In the “Basic Information” section for the Provided Data, it is desirable to identify theProvided Data in a specific manner to the extent possible, by entering the matterslisted below in detail:(1)

Type of Data: Original, Annotation or Cleansing Data
If the Provided Data constitutes the Original Data, the Annotation Data and/or
the Cleansing Data, Licensor shall select the applicable check box(es).
Under this Agreement, “Original Data” means data prior to being cleansed orannotated, “Annotation Data” means data after the Original Data is annotated,and “Cleansing Data” means data after the Original Data is cleansed.
Generally speaking, “annotation” means “providing information related tocertain data (metadata) as annotation”1; and “cleansing (data cleansing)” means“enhancing the quality of data by searching for duplicates, errors, spellinginconsistencies, etc. from among the data stored in a database, etc., and by

The Wikimedia Foundation, Inc. “Wikipedia: The Free Encyclopedia”; “annotation” [last access on
September 25, 2020]
https://ja.wikipedia.org/wiki/%E3%82%A2%E3%83%8E%E3%83%86%E3%83%BC%E3%82%B7%E3%8
3%A7%E3%83%B3
1- 27 -

deleting, correcting, normalizing, etc. the same.”2(2)

Type and Content
Under this Agreement, it is assumed that the “type” of the Provided Data
indicates the type of all the Provided Data as a category, and that the “content”
of the Provided Data indicates the specific content contained in the Provided
Data as items. For example, it is possible that the subway operation history
data of ● Line will be entered as the “type” of the Provided Data and thedeparture and arrival times and the train carriage numbers will be entered as
the “content” of the Provided Data.
It is assumed that the “Personal Information” stipulated in Article 2.(1) of the “Acton the Protection of Personal Information” of Japan is outside of the scope of
this Agreement, and it is therefore stipulated in the “Type and Content” section
as follows: “Not containing any ‘Personal Information’ under the ‘Act on theProtection of Personal Information’ of Japan.” If any “Personal Information” iscontained in the Provided Data, it is necessary to comply with the obligations
under the “Act on the Protection of Personal Information,” and Licensor andLicensee should therefore pay particular attention in this regard.

(3)

Background Information
As one of the elements for evaluating the reliability of the Provided Data, thebackground information of the Provided Data is stipulated, such as the identityof the person who obtained the data and the person who processed the data.
If the Provided Data constitutes Original Data, it is possible that the name of theorganization where the person who has obtained such Original Data belongs
and the name of the person in charge will be stated. Moreover, if the Provided
Data constitutes Annotation Data or Cleansing Data, it is possible that not only
the name of the organization where the person who has obtained such Original
Data belongs and the name of the person in charge, but the name of theorganization where the person who has annotated or cleansed such Original
Data belongs and the name of the person in charge will also be stated.

“IT Terminology Dictionary e-words” published by Incept Inc.; “data cleansing” / “data cleaning”
http://ewords.jp/w/%E3%83%87%E3%83%BC%E3%82%BF%E3%82%AF%E3%83%AC%E3%83%B3%E3%82%B8%E3%83%B3%E3%82%B0.html
2- 28 -

(4)Data Control Measures
Under this Agreement, it is assumed that the Provided Data falls under the“shared data with limited access” specified in Article 2.(7) of the “Unfair
Competition Prevention Act” of Japan (page 2 of this Report). As one of therequirements to fall under “shared data with limited access,” the Provided Datashould be “managed by electronic or magnetic means (meaning an electronic
form, magnetic form, or any other form that is impossible to perceive throughthe human senses alone ･･･)” (i.e. electromagnetic manageability).
In order to satisfy electromagnetic manageability, it is necessary that a third
party can recognize the intention of the data holder that the data is managed to
be provided only to specific persons.
The specific content and degree of data control measures vary depending on
the entity’s size and type of business, the nature of the data, and othercircumstances; however, data should be controlled in a manner that a third party
can generally and easily recognize.
In addition, in order to satisfy electromagnetic manageability, measures must be
implemented to prevent access to data by any person other than the data holder
and the person to whom data is provided by such data holder (specific person),i.e. technology to restrict access must be implemented.
Access restriction is usually performed by user authentication, and ID, password,
IC card, specific terminal device, token, biometric information, etc. are used as
the components thereof (the foregoing applies in the case where data is
encrypted as a measure to allow access only to specific persons, such as where
the encrypted data is decrypted after user authentication).

In addition,transmission through a dedicated line is also considered to constitute atechnology that restricts access.3(5)

Applicable Period of Original Data

Page 10 of “Policy on Shared Data with Limited Access (January 23, 2019) issued by the Ministry of
Economy, Trade and Industry
https://www.meti.go.jp/policy/economy/chizai/chiteki/guideline/h31pd.pdf
3- 29 -

It is assumed that the applicable period of the Original Data will be entered inthis section.

For example, it is conceived that the following information will beentered: “Data obtained from the period starting (mm/dd/yy) and ending on(mm/dd/yy)”
It is desirable to enter the applicable period of the Original Data as specificallyas possible, according to the nature of the data. For example, a day unit may
be used for the applicable period in certain cases, and in other cases, an hour,
minute and second unit may be used; also, a year and month unit may be usedin some cases. When it is difficult to enter the specific period, an unspecified
wider range of period may be entered, such as “around (mm/dd/yy)” or “before(mm/yy) and after (mm/yy).”
Not only in the case where the Provided Data constitutes Original Data, but also
where the Provided Data constitutes Cleansing Data or Annotation Data, it isdesirable to enter the applicable period of such Original Data to the extent ofLicensor’s knowledge.
(6)

Distribution (Bias)
If there is any bias in the distribution of the Provided Data, it is assumed thatsuch issue will be mentioned in this section. As for questionnaire information,for example, when such information is stated by using natural language, it ispossible to specify in this section that “Respondents other than Japanese areexcluded.”

Likewise, when questionnaire information is stated in a language

other than natural language (e.g. in a programming language), it is possible toindicate a percentage by using a list, etc. in this section.
(7)

VolumeIt is assumed that the degree of the details of the Provided Data will be enteredin this section. When stating the volume of the Provided Data, it should be statedin an appropriate manner according to the nature of the data, etc. For example,
in the case of questionnaire information, it is possible that the number ofquestionnaire respondents will be stated. In the case of subway operation data,
it is possible that the total number of carriages, the number of stations,departure and arrival times, etc., will be stated.

- 30 -

(8)Existence of Original Data
The term “original data” used in this section has the same meaning as theOriginal Data used in this Agreement. If the Original Data is available on the
Platform, it is assumed that “Yes” is stated in this section, along with stating theinformation necessary to obtain such Original Data (e.g. relevant information to
enable the retrieval of the Original Data within the Platform).

As to thedefinition of the Original Data, see “(1) Type of Data: Original Data, Annotation
Data, or Cleansing Data” above.
(9)

History of Loss and Deletion
If there is any history of loss or deletion in the Provided Data, it is assumed thatsuch effect will be entered in this section. For example, in the case where dataof an operating section other than a certain operating section is deleted for
subway operation data, it is possible to state such effect.

4. It is desirable to enter the following matters in detail in the “Methods of Provision”
section with regard to the Provided Data; it is also desirable to identify the method ofproviding the Provided Data as specifically as possible:(1)

Format of Data to be Provided
It is assumed that the file format of the Provided Data will be entered in thissection.

(2)

For example, “CSV” or “JSON” will be stated.

Method of Providing Data
It is assumed that the method of providing data to the Licensee will be enteredin this section.

(3)

For example, “download” or “API” will be entered.

Place of Provision
It is assumed that the place where the data is provided to Licensee will beentered in this section.

For example, AIDC’s website, ●’s website or a URL

to identify such website will be entered.
(4)

Period of Provision
It is assumed that the time period for providing data to the Licensee will beentered in this section. For example, “during the term of this Agreement” or“by no later than (mm/dd/yy)” will be entered (see the Explanation for Article
16 for the difference from the period of provision and the effective term).
- 31 -

(5)Frequency of Provision
It is assumed that the frequency of the Provided Data to be updated andbecome available to Licensee will be entered in this section.

For example,“updated on an hourly basis” or “updated on the first day of every month” will
be entered.
5. Article 1.(2) clarifies the scope of the “Derived Data,” by stipulating the definition
thereof, which is assumed to be handled differently from the Provided Data as thedata deriving from the Provided Data.
The Provided Data provided by the Licensor could, through processing, analysis,
editing, integration, etc., become data which brings about new knowledge and value.
There is no single answer as to whether Licensor also has the utilization rights tosuch Derived Data, or whether Licensee alone has such utilization rights.4
Generally speaking, if there is no specific agreement as to the utilization rights to the
Derived Data, it would be appropriate for the parties to this Agreement (i.e. Licensor
and Licensee) to reasonably determine whether Licensee alone has the utilizationrights to the Derived Data or Licensor also has the utilization rights to the Derived
Data, in consideration of factors such as: the nature of the Provided Data (originaldata); expenses and labor incurred upon obtaining or collecting the Provided Data(original data); trade secrecy of the Provided Data (original data); degree of andexpenses incurred for processing, analysis, editing, integration, etc. of the Provided
Data (original data); and whether all or any part of the Provided Data (original data)is contained in the Derived Data as recoverable data.
However, even when one mentions the term “Derived Data,” there are various types
of Derived Data, and it is therefore necessary to have a common recognition
between the parties to this Agreement as to the definition of the Derived Data. It is
desirable to define the Derived Data in an agreement and further clarify whether
there are any utilization rights to the Derived Data because if it remains unclear inan agreement as to whether or not there are utilization rights to the Derived Data, it
4

As the Derived Data is created only after processing, analysis, editing, integration, etc. by Licensee
within the scope of this Agreement and could not have been created without Licensee’s actions (i.e.
cleansing or annotation), in many cases, it is considered to be reasonable that, at the very least, Licensee
may use such Derived Data unless otherwise agreed between the parties.

- 32 -

may develop into a dispute in the future (see Article 3 which stipulates the handlingof the Derived Data).
6. Under this Agreement, the “Derived Data” is defined as “(i) data created by Licensee
through processing, analysis, editing, integrating, etc. of the Provided Data” or “(ii)data newly created by Licensee based on the Provided Data.” As to (i), such data
corresponds to the Cleansing Data, and as to (ii), such data corresponds to the
Annotation Data (for the definitions thereof, see “(1) Type of Data: Original Data,
Annotation Data or Cleansing Data” above).
It should be noted that, the definition of the Derived Data excludes “(iii) any data
evaluated as being substantially identical to the Provided Data” and “(iv) any inferenceengine.”First of all, the reason why “(iii) any data evaluated as being substantially identical to
the Provided Data” is excluded from the definition of the Derived Data is that it isnecessary to protect Licensor’s interests in an appropriate manner given the fact that,in the case where any data constitutes the Derived Data, the utilization rights will, in
principle, arise to Licensee.

One example of the data which is processed to theextent that will be evaluated as being substantially identical to the Provided Data is
as follows: any data whose slight duplicates, errors, spelling inconsistencies, etc. aremerely modified upon cleansing and which can be evaluated as being substantially
identical to the Provided Data in light of socially accepted conventions. As to the
Annotation Data, given its nature, it is not assumed to be evaluated as being
substantially identical to the Provided Data, and it is therefore considered that the
Annotation Data is not excluded from the Derived Data.
Moreover, the reason why “(iv) any inference engine” is excluded from the definitionof the Derived Data is that, while an inference engine could be included in the Derived
Data as being “data newly created by Licensee based on the Provided Data,” aninference engine, given its nature, requires a treatment that differs from a treatment
for the Provided Data and the Derived Data. For the definition of “inference engine,”see 7 below.
7. The term “inference engine” means a combination of a program and a parameter thatenables a certain result to be output for an input; and the term “Inference Engine”- 33 -

means an inference engine using parameters obtained as a result of learning in theuse of the Provided Data and the Derived Data. In general, when simply referringto the term “inference engine,” it could be considered to refer to a model before
learning. As such, in this Agreement, the term “Inference Engine” is defined aside
from the term “inference engine,” as a concept referring to a learned model only.
8. In the “Purpose” section, it is assumed to stipulate Licensee’s purposes of use for
the Provided Data.
One or more of the following among from (i) through (iv) shall be selected as the
Purpose:(i)

PoC for new products or services (wherein PoC means a “proof of concept”
that is a partial realization of a new concept or idea to demonstrate its
feasibility);(ii) development and marketing of new products or services;(iii) academic research;(iv) sale of the Derived Data
In Article 2, the Purpose is designated as a condition for the grant of a license to use
the Provided Data, and how the Purpose is defined is important in defining to what
extent the license is granted by Licensor to Licensee to use the Provided Data under
this Agreement.
While (i) and (ii) constitute commercial purposes, it is assumed that Licensee selects(i) in the case where Licensee’s intention is limited to PoC and Licensee does notplace any new product or service on the market, and that Licensee selects (ii) in thecase where Licensee places any new product or service on the market (it should be
noted that it is assumed that (iv) “sale of the Derived Data” is not included in (ii)“development and marketing of new products or services”).

In addition, (iii)

constitutes academic research purposes, and it is assumed that Licensee selects(iii) when the Provided Data is used for academic research purposes. In addition,
it is assumed that Licensee selects (iv) in the case where sale of the Derived Data
is assumed upon use of the Provided Data. If Licensee does not select (iv), theProvided Data cannot be used for sale of the Derived Data, and as a result thereof
and other reasons, it is understood that Licensee cannot sell the Derived Data.

- 34 -

It should be noted that when Licensee selects (i) “PoC for a new product or service”or (iii) “academic research,” there are no sales arising from the use of the Provided
Data, and therefore, Licensor cannot select the provisions “In the Case of Sales
Distribution” stipulated in Article 4 (see page 38 of this Report for explanations on“Article 4”).
9. In the “Region” section, it is assumed that Licensor will, at its choice, specify thegeographical areas where Licensee may use the Provided Data. It is assumed thata country or larger geographical area is stated as the Region (e.g. Japan, the US,
EU member states or worldwide).

In Article 2, the Reason is designated as acondition for the grant of a license to use the Provided Data, and how the Region isdefined is important in defining the region where Licensor grants Licensee the rightto use the Provided Data under this Agreement.
Further, in relation to this Agreement, the Provided Data may be subject to theForeign Exchange Act and other foreign export control regulations (see page 57 of
this Report).

Therefore, when choosing the “Region,” if the relevant country or

region is subject to the Foreign Exchange Act and other foreign export control
regulations, it is desirable to make such choice based on the fact that the procedures
required under such regulations must be implemented and that the provision of data
may not be permitted pursuant to such regulations.
10. It is stipulated that the “Documentation” shall include electromagnetic records,
therebyclarifying

that“Documentation”

under

this

Agreement

includeselectromagnetic records such as web forms and emails.
2. Condition for Grant of License
Article 2.

Grant of License to Use Data

Licensor shall provide the Provided Data to Licensee and shall grant Licensee a license
to use the same in the Region only for the Purpose during the effective term of thisAgreement; provided, however, that, ● shall be excluded.
<Explanation>
1.

Licensee may use the Provided Data only in a manner consistent with the Purpose
stipulated in Article 1.

For example, if “PoC” or “academic research” is selected as

the purpose in the “Purpose” section in Article 1, the sale of any Derived Data
- 35 -

created using such Provided Data to any third party, or the development or marketingof any new products or services is not included in the scope of “utilization.”
2.

The proviso of this Article is stipulated, assuming the situation where Licensor
wishes to specifically restrict a certain utilization method of the Provided Data.

Inthe “●” portion of “provided, however, that, ● shall be excluded,” Licensor may state
any utilization methods that Licensor particularly wishes not to grant Licensee alicense for.
Article 3.
1.

Handling of Derived Data

Unless otherwise agreed between the parties, only Licensee shall have any and all
utilization rights in relation to the Derived Data; provided, however, that Licensee
may not use the Derived Data for any purpose other than for the Purpose.

2.

Any intellectual property rights relating to inventions, devices, creations, trade
secrets, etc. arising from Licensee’s utilization of the Provided Data shall belong toLicensee.

[Optional Provision]
3.

Upon Licensor’s request, Licensee shall engage in mutual good faith consultation
with Licensor concerning the grant of a license to use the Derived Data.

<Explanation>
1. The basis for the provisions of this Article was considered in accordance with the
METI Guidelines (Article 11 of METI’s Model Contract Draft (pages 119 – 120 of the
METI Guidelines)).

Consideration was given not only to the current provisions(Articles 3.1 and 3.2), but also the necessity of the following provision: “in the casethat not only the data recipient but also the data provider has the utilization rights to
Derived Data and intellectual property rights arising from the Provided Data.” It waspointed out, however, that there is a possibility that a potential licensee would refrainfrom becoming a Licensee due to the existence of such provision and data
distribution would thereby be impeded, and as a result, in order to prevent such asituation, it was decided that such provision would not be included as an optional
provision. On the other hand, however, it is assumed that certain Licensors, as data
providers, wish to have the utilization rights to the Derived Data and intellectual
property rights arising from the Provided Data, and it was therefore decided to include- 36 -

Article 3.3 as an optional provision under which both parties may engage in mutual
consultation on the matters related thereto, including as to whether Licensee will
grant Licensor a license to use such rights.
2. It is possible to assume that any intellectual property rights relating to learned models
generated from the Provided Data constitute “any intellectual property rights relating
to inventions, devices, creations, trade secrets, etc. arising from Licensee’s utilizationof the Provided Data” specified in Article 2.2.

However, such intellectual property

rights belong to Licensee pursuant to Article 2.2, and therefore, Licensor (as a data
provider) will not necessarily be automatically allowed to use such learned model.
3. In the case where the cleansing data is generated as a result of Licensee’s use of
the Provided Data, the cleansing data evaluated as being substantially identical to
the Provided Data will not become Derived Data as it is defined in the Derived Data
as follows: “excluding any data evaluated as being substantially identical to theProvided Data.”

On the other hand, the cleansing data that is not evaluated as

being identical to the Provided Data will become Derived Data. Even in this case,however, Licensee is unable to sell any Derived Data unless “sale of the Derived
Data” is specified as a purpose under the agreement. As such, if Licensee plans tosell the cleansing data that will become Derived Data, such Licensee should confirm
in advance whether “sale of the Derived Data” is included in the Purpose.
4. In general, when the term “intellectual property right” and/or “intellectual property” isused in an agreement, the meaning thereof is usually defined in such agreement,
and therefore, the meaning of the term “intellectual property right” and/or “intellectual
property” may vary depending on each agreement.

Under this Agreement, however,

it is assumed that these terms have the meanings stipulated as definitions under the
relevant laws and regulations.

Specifically speaking, “intellectual property right”

specified in Article 2.2 is legally defined as follows: “a patent right, a utility model right,
a plant breeder’s right, a design right, a copyright, a trademark right, a right that is
stipulated by laws and regulations on other intellectual property or right pertaining toan interest that is protected by acts” (Article 2.2 of the Intellectual Property Basic Act).
Further, while “intellectual property” is not specifically defined under this Agreement,
this term is legally defined as follows, and is used in this Agreement having the same
meaning as such legal definition: “inventions, devices, new varieties of plants,
designs, works and other property that is produced through creative activities by- 37 -

human beings (including discovered or solved laws of nature or natural phenomenathat are industrially applicable), trademarks, trade names and other marks that areused to indicate goods or services in business activities, and trade secrets and othertechnical or business information that is useful for business activities” (Article 2.1 ofthe Intellectual Property Basic Act).
Article 4.

Consideration and Payment Terms[Option (1): In the Case of Pay-Per-Use Basis]1.

Licensee shall pay Licensor JPY ● per unit of [●] as consideration for the grant of alicense to use the Provided Data.

2.

Licensor shall calculate the number of units in use by Licensee on the last day ofeach month and provide Licensee with a written notice specifying the amount ofconsideration for the grant of a license to use the Provided Data based on such
number of units by no later than the ●th of the immediately following month.

Uponcalculating the consideration pursuant to this paragraph, if any fraction arises in theconsideration, such fraction shall be rounded down to the nearest whole number.
3.

During the effective term of this Agreement, Licensee shall pay Licensor the amountspecified in Article 4.1, plus any applicable taxes imposed thereon, by no later thanthe last day of the month in which Licensee received the notice specified in Article
4.2 or the day separately designated by Licensor [by way of transfer into the bankaccount designated by Licensor. Licensee shall bear any transfer fees. / by using
a credit card.][Option (2): In the Case of Monthly-Charge Basis]1.

During the effective term of this Agreement, Licensee shall pay Licensor the monthly
amount of JPY ●, plus any applicable taxes imposed thereon, as consideration for
the grant of a license to use the Provided Data, by no later than the last day of eachmonth or the day separately designated by Licensor [by way of transfer into the bankaccount designated by Licensor. Licensee shall bear any transfer fees. / by using
a credit card.]

2.

The consideration for the grant of a license to use the Provided Data specified in thepreceding paragraph shall be calculated as a monthly charge for the period startingon the first day of a given month and ending on the last day of the same month, and- 38 -

if the period during which the Provided Data is available for Licensee is not a fullmonth, the consideration shall be calculated on a pro-rata basis for the period during
which the Provided Data is available for Licensee.
[Option (3): In the Case of One-Time Payment Basis]
Licensee shall pay Licensor JPY ●, plus any applicable taxes imposed thereon, as
consideration for the grant of a license to use the Provided Data, within ● days after
execution of this Agreement or the day separately designated by Licensor, [by way oftransfer into the bank account designated by Licensor (the “Payment Method for OneTime Payment Basis”). Licensee shall bear any transfer fees. / by using a credit card(the “Payment Method for One-Time Payment Basis”).][Option (4): In the Case of Sales Distribution]
1. During the effective term of this Agreement, Licensee shall prepare a report on theamount of revenue arising from utilization of the Provided Data, the Derived Data or
the Inference Engine and other matters designated by Licensor for each calculation
period [i.e. April 1 to March 31 of the following year / i.e. January 1 to March 31, April
1 to June 30, July 1 to September 30 and October 1 to December 31 of each year /i.e. the first day to last day of each month) and must submit the report to Licensor
within fifteen (15) days after the termination of each such calculation period.
2. Licensee shall pay Licensor ● % of the amount of revenue arising from utilization of
the Provided Data, the Derived Data or the Inference Engine, plus any applicabletaxes imposed thereon, by no later than the last day of the month immediately
following the month in which Licensee submitted the report specified in Article 4.1, or
the day separately designated by Licensor, [by way of transfer into the bank accountdesignated by Licensor. Licensee shall bear any transfer fees. / by using a credit
card.]

Upon calculating the consideration pursuant to this paragraph, if any fraction

arises in the consideration, such fraction shall be rounded down to the nearest whole
number.
3. Licensee shall keep appropriate books for the matters to be stated in the reportspecified in Article 4.1 and shall retain and maintain such books during the effective
term of this Agreement.
[Option (5): In the Case of the Minimum Guarantee Method]- 39 -

1. During the effective term of this Agreement, Licensee shall prepare a report on theamount of revenue arising from utilization of the Provided Data, the Derived Data or
the Inference Engine and other matters designated by Licensor for each calculation
period [i.e. April 1 to March 31 of the following year / i.e. January 1 to March 31, April
1 to June 30, July 1 to September 30 and October 1 to December 31 of each year /i.e. the first day to last day of each month] and must submit the report to Licensor
within fifteen (15) days after the termination of each such calculation period.
2. Licensee shall pay Licensor ● % of the amount of revenue arising from utilization of
the Provided Data, the Derived Data or the Inference Engine, plus any applicabletaxes imposed thereon, by no later than the last day of the month immediately
following the month in which Licensee submitted the report specified in Article 4.1, or
the day separately designated by Licensor, [by way of transfer into the bank accountdesignated by Licensor. Licensee shall bear any transfer fees. / by using a credit
card.]

Upon calculating the consideration pursuant to this paragraph, if any fraction

arises in the consideration, such fraction shall be rounded down to the nearest whole
number.
3. Among the consideration for grant of the license specified in the preceding
paragraph, Licensee shall pay Licensor JPY ● as the minimum guarantee amount(the “Minimum Royalty”), plus any applicable taxes imposed thereon, within ● days
after the execution of this Agreement, or the day separately designated by Licensor,[by way of transfer into the bank account designated by Licensor. Licensee shallbear any transfer fees. / by using a credit card.]
4. Among the consideration for grant of the license specified in Article 4.2, Licensee
shall pay, pursuant to Article 4.2, only the amount exceeding the Minimum Royalty
specified in the preceding paragraph (the “Excess Royalty”).
5. Licensee shall keep appropriate books for the matters to be stated in the reportspecified in Article 4.1 and shall retain and maintain such books during the effective
term of this Agreement.
6. If this Agreement is extended pursuant to the provision of Article 16.2, the phrase“after the execution of this Agreement” specified in Article 4.3 shall be deemed to be
replaced with “after commencement of the effective term of the extended- 40 -

Agreement.”<Explanation>
This Article stipulates the consideration and payment terms for the grant of a license to
use the Provided Data.
In this Article, the following five (5) methods are stipulated to determine the consideration
at Licensor’s choice: (1) Pay-Per-Use Basis; (2) Monthly-Charge Basis; (3) One-Time
Payment Basis; (4) Sales Distribution; and (5) Minimum Guarantee Method](1) Pay-Per-Use BasisIn this payment method, the fee per unit of the Provided Data is pre-determined, andafter aggregating the number of units of the Provided Data utilized for a relevant month,
the consideration will be determined.

Licensor shall determine the manner in which aunit is set.
Under this payment method, the consideration varies according to the volume of datautilized by Licensee, and it is therefore effective to use this payment method in the casewhere the volume of utilizing the Provided Data is not fixed.

In addition, theconsideration is not determined in conjunction with Licensee’s revenue, sales, etc., and
it is therefore possible to select this payment method regardless of what the purpose ofutilization is (see the Explanation for the “Purpose” section; hereinafter the same shallapply).
(2) Monthly-Charge BasisIn this payment method, a pre-determined monthly fee is designated as consideration,
regardless of the volume of the Provided Data that is utilized.
The consideration is not determined in conjunction with Licensee’s revenue, sales, etc.,
and it is therefore possible to select this payment method regardless of what the purposeof utilization is, the same as in the case of (1) Pay-Per-Use Basis.
(3) One-Time Payment BasisIn this payment method, a pre-determined amount is paid in a single payment, regardlessof the volume of the Provided Data that is utilized.

- 41 -

The consideration is not determined in conjunction with Licensee’s revenue, sales, etc.,
and it is therefore possible to select this payment method regardless of what the purposeof utilization is, the same as in the case of (1) Pay-Per-Use Basis and (2) Monthly-Charge
Basis.
In the case of using this payment method, the effective term under Article 16 is usually
stipulated as an indefinite period of time.
(4) Sales Distribution
In this payment method, a revenue share method is adopted, where the consideration
for the grant of a license to use the Provided Data is determined according to Licensee’s
sales.
Upon calculation of the consideration, it is assumed that the sales amount arising fromutilization of the Provided Data, the Derived Data or the Inference Engine will constitutethe sales subject to such calculation.

Examples of such sales include: sales in the casewhere Licensee sold the Derived Data; or sales in the case where Licensee generated
the Inference Engine in use of the Provided Data and sold the products on which such
Inference Engine is installed.
In this Article, the following options are available as the calculation period to calculate
Licensee’s sales: once every year, quarter or month, and it is assumed that thecalculation period is selected at Licensor’s choice.

Pursuant to such provision,

Licensee must prepare a report on its sales and submit the same to Licensor.
As the consideration will vary according to Licensee’s sales, this payment method issuitable for cases where the purpose of utilization of the Provided Data is designated as“development and marketing of new products or services” or “sale of the Derived Data.”
On the other hand, this payment method is not suitable for “PoC” or “academic research”
which is assumed to generate no sales.
(5) Minimum Guarantee Method
In this payment method, the calculation method of the consideration for the grant of alicense is the same as (4) Sales Distribution; however, if the minimum guarantee amountis paid in advance and the calculated consideration falls below the amount of suchminimum guarantee amount, then such amount shall constitute the consideration for the- 42 -

grant of a license; on the other hand, if the calculated consideration exceeds theminimum guarantee amount, additional payment is required to be made for such excess
portion.
If this Agreement is renewed in accordance with Article 16, Licensor may request
Licensee to pay the minimum guarantee once again after the renewal hereof; the purportof the provision of Article 4.6 for this Option 5 is to clarify this point.
Regardless of which method is chosen from the above options, Licensee may choose
the payment method of either transfer into the bank account or by using a credit card.
On the Platform, it is also permissible to choose Paid payment as a payment method.
In this case, Licensee will make payment into the bank account of Raccoon Holdings,
Inc. pursuant to the payment instructions specified in the invoice to be sent from Raccoon
Holdings, Inc..
3. Other Conditions[Option (1): In the Case where a Warranty is Generally Not Provided]
Article 5.

No Warranty Regarding the Provided Data

(1) Licensor represents and warrants that the Provided Data has been obtained
through legitimate and appropriate means.
(2) Licensor provides no warranty as to the accuracy, completeness, safety oreffectiveness (fitness for the Purpose) of the Provided Data or as to the noninfringement of the Provided Data upon any third party’s intellectual property
rights and any other rights.
[Option (2): In the Case of a Warranty Provided To a Certain Extent]
Article 5.

Warranty Regarding the Provided Data

(1) Licensor represents and warrants the following matters concerning the Provided
Data:
1.

the Provided Data has been obtained through legitimate and appropriate
means;

2.

the Provided Data does not infringe upon any third party’s [copyrights /intellectual property rights and any other rights] [in Japan];3.

the content of the “Basic Information” stipulated in Article 1.(1).1 with regard to
the Provided Data is accurate;- 43 -

4.

No malicious alteration has been made with regard to the Provided Data; and

5.

[

]

1. Other than the matters stipulated in the preceding paragraph, Licensor provides nowarranty as to the accuracy, completeness, safety or effectiveness (fitness for the
Purpose) of the Provided Data or as to the non-infringement of the Provided Data
upon any third party’s intellectual property rights and any other rights.
<Explanation>
1. This Article stipulates the warranties provided by Licensor for the Provided Data.
Option (1) assumes the case where no warranty is provided in general, and Option(2) assumes the case where warranties are provided to a certain extent, and Licensor
may choose either one of the options at its choice.
Option (1) stipulates that Licensor only warrants that the Provided Data has beenobtained through legitimate and appropriate means and that Licensor provides nowarranty as to the accuracy, completeness, safety or effectiveness (fitness for the
Purpose) of the Provided Data or as to the non-infringement of the Provided Data
upon any third party’s intellectual property rights and any other rights.
2. On the other hand, Option (2) allows the adjustment of the content to be warranted
at Licensor’s choice.

From the perspective of promoting the distribution of reliable

data, it is desirable that a certain degree of warranty is provided, under certain cases.
Article 5.2.(1) warrants that the Provided Data has been obtained through legitimate
and appropriate means, the same as in Option (1).
Article 5.2.(2) warrants that the Provided Data does not infringe upon any third party’s
rights.

From the perspective of practicality and possibility of the warranty to beprovided by Licensor, Licensor may choose to limit the scope of the warranty to noninfringement in Japan, or to infringement in copyrights only and not any other rights.
Article 5.2.(3) warrants that the content of the “Basic Information” stipulated in Article
1.(1) is accurate. As it is considered that Licensee will check the content of the“Basic Information” to consider as to whether or not to purchase, the warranty in thisregard is considered to contribute to the promotion of data distribution.

- 44 -

Article 5.2.(4) warrants that no malicious alteration has been made with regard to theProvided Data.
In Article 5.2.(5), Licensor may stipulate an additional warranty at is discretion.
As stated in page 33 of the METI Guidelines, in the case of Option (1), even if theProvided Data contains quality issues, it is considered that Licensor will not be liable
for non-conformity to an agreement under the Civil Code; however, it should be kept
in mind that Licensor may be held liable for quality issues of the Provided Data whensuch issue arises due to Licensor’s willful intention or gross negligence.
3. If Licensor breaches any of these warranties, Licensee may terminate this Agreement
pursuant to Article 19 and claim compensatory damages pursuant to Article 17.
Article 6.

Maintaining the Nature of “Shared Data with Limited Access”

Licensee recognizes that the Provided Data falls under the “shared data with limitedaccess” under the Unfair Competition Prevention Act of Japan and complies with thefollowing:(1) maintaining the data management method specified in Article 1.(1).1.(4), andwhen reproducing or processing any data, managing such reproduced orprocessed data by using the same management method as that for theProvided Data;(2) when using passwords to manage the Provided Data (including reproductions
thereof or those substantially the same; the same shall apply hereinafter), notallowing passwords to be used by anyone other than Licensee’s authorized
employees; and(3) ●<Explanation>
1.

This Article is intended to be a provision for maintaining the nature of the Provided
Data as the shared data with limited access by obliging Licensee to manage theProvided Data in a certain manner.

“Shared data with limited access” means“technical or business information accumulated or managed in significant volume
by electromagnetic means as information provided to limited persons as abusiness (other than information managed as a secret)” (Article 2.(7) of the Unfair
Competition Prevention Act).

Although an act of infringing upon trade secrets is- 45 -

stipulated as a type of unfair competition under the Unfair Competition Prevention
Act in order to protect “trade secrets” (Article 2.(6) of the said Act), the Provided
Data is assumed to be widely provided within the platform and is therefore different
from “trade secrets” that are assumed to be kept secret within the enterprise.
Therefore, this Agreement obliges Licensee to manage the Provided Data in acertain manner by regarding it as “shared data with limited access.”2.

The requirements to constitute the shared data with limited access are as follows:(i)

Information provided to limited persons as a business (limited provision);(ii) Accumulation in significant volume by electromagnetic means (significant
accumulation);(iii) Management by electromagnetic means (electromagnetic management);(iv) Technical or business information; and(v) Not being managed as a secret.
In addition, (vi) in the case of information that is identical to (vi) information that is
made available to the public without charge (open data), the provisions of the Unfair
Competition Prevention Act, such as those regarding injunctions and claims fordamages, shall not apply even if such information is shared data with limited access(Article 19.(1)(viii)(b) of the Unfair Competition Prevention Act).

The purpose of this

Article is to enable Licensee to satisfy the requirements of (iii) management byelectromagnetic means (electromagnetic management) among requirements (i)through (vi) above by obliging Licensee to manage the Provided Data in a certain
manner, to thereby preserve the nature of the Provided Data as shared data withlimited access.
3.

Thus, this Article provides that Licensee shall maintain the method of managing theProvided Data specified in Article 1.(1).1.(4), in order to satisfy the requirement that
the Provided Data is managed electromagnetically.

In addition, aside from themethod of management of such Provided Data itself, each of the items in this
Article also provide measures to be taken by Licensee. Article 6.(1) provides for
management of reproduced or processed data by using the same management
method as that for the Provided Data, and Article 6.(2) provides for appropriate
password management. In addition, if measures need to be taken in accordancewith the nature, etc. of the Provided Data (e.g. access control to areas where
Licensee handles the Provided Data), it is assumed that the Licensor will add suchmeasures as appropriate.
- 46 -

4.

With regard to “shared data with limited access,” the Unfair Competition Prevention
Act identifies the following activities as the types of “Unfair Competition” activities:(i) Unauthorized Acquisition Type; (ii) Extreme Bad Faith Type; and (iii) Subsequent
Acquisition Type ((1) subsequent acquisition where a person acquiring data knowsthat an improper act took place in relation to such data; and (2) subsequentacquisition where a person acquiring data did not know, at the time of suchacquisition, that an improper act took place in relation to such data), and also
provides that civil remedies such as injunctions (Article 3 of the Unfair Competition
Prevention Act), damages (Article 4 of the Unfair Competition Prevention Act), andpresumed amount of damages (Article 5 of the Unfair Competition Prevention Act)
shall be made available to the rights holders for any act that meets therequirements to constitute each type of activity. For details of these types ofactivities, please see page 18 and onward of the “Policy on Shared Data with
Limited Access (January 23, 2019)” issued by the Ministry of Economy, Trade andIndustry.

Article 7.

Management of Provided Data

1. Licensee must manage and store the Provided Data with the due care of a prudent
manager by clearly separating the Provided Data from other information.
2. Licensee shall warrant that it has obtained [ISMS / Privacy Mark / ISO/IEC 27001 /ISO 27017 / ISO 27018 / CS Silver / CS Gold / PCI-DSS/SOC2] as official certification
for data management and shall maintain the same for the effective term of thisAgreement.
3. Licensor may, at any time, request Licensee to submit a written report on the
management status of the Provided Data. In such case, if Licensor determines that
the Provided Data is likely to be leaked or lost, Licensor may request Licensee tocorrect the management or storage method of the Provided Data.
4. If a request is made for reporting or correction as specified in the preceding
paragraph, Licensee must promptly accommodate such request.
<Explanation>
1.

As it is necessary to prevent contamination of the Provided Data received from- 47 -

Licensor and other information held by Licensee itself, Licensee is obliged to
manage and store the Provided Data received separately from other information.
2.

By stipulating Article 7.2, Licensor can cause Licensee to warrant that it has obtained
certain official certifications [ISMS / Privacy Mark / ISO/IEC 27001 / ISO 27017 / ISO
27018 / CS Silver / CS Gold / PCI-DSS/SOC2].

In this Paragraph, Licensor is

supposed to choose some or all of the official certifications from among “ISMS,”“Privacy Mark,” “ISO/IEC 27001” and “ISO 27017,” “ISO 27018,” “CS Silver,” “CSGold,” “PCI-DSS” and “SOC 2,” and require Licensee to obtain and maintain thesame. In such case, please note that only those who have the official certifications
required by Licensor may become Licensee under this Agreement, and if Licensee
does not have the official certifications required by Licensor, then Licensee will be inbreach of this Agreement for such reason alone.

It is also important to note that if

Licensee loses any official certification required by Licensor for any reason during
the term of this Agreement, such loss will constitute a breach of this Agreement. In
such case, it is presumed that Licensee should request Licensor to amend thisAgreement or to terminate this Agreement by a separate agreement, in order toresolve any state of breach of this Agreement.
3.

As Licensor is not able to know from the outside whether or not the managementof the Provided Data has been conducted appropriately by Licensee in accordancewith this Agreement, Article 7.3 provides that Licensor may request Licensee tosubmit a written report on the management status of the Provided Data. It also
provides that, if Licensor determines that the Provided Data is likely to be leaked orlost based on the status of Licensee’s management of the Provided Data, Licensor
may make a request for correction of the data management method, etc.

4.

It is provided that if a request is made by Licensor for a report or correction as
specified in Article 7.3, Licensee must promptly accommodate such request.
Although it is necessary to judge how long such wording refers to on a case-by-casebasis in line with each specific case, in general, if the wording "promptly" is used, it
is assumed that a response is made as soon as possible to a reasonable extent,
and a shorter response is required than if the wording "without delay" is used.

5.

Article 14 provides that Licensor and Licensee shall have an obligation ofconfidentiality only with regard to information disclosed after being declared to be- 48 -

confidential; however, as “Provided Data” is excluded from “Confidential Information,”
Licensee shall, pursuant to this Article, have an obligation to properly manage“Provided Data” regardless of whether or not it has been declared confidential.
Article 8.

Audit

1. Licensor may request Licensee to submit a report on the usage status of the Provided
Data that is necessary to verify whether Licensee's utilization of the Provided Data
conforms to the terms and conditions of this Agreement.
2. If Licensor determines, based on reasonable standards, that the report submitted
under the preceding paragraph is not sufficient to verify the usage status of theProvided Data, Licensor may conduct, by itself or through a third party, an audit on
Licensee’s usage status of the Provided Data at Licensee’s place of business, up toonce a year, subject to providing ● business days prior written notice. In such case,
Licensee shall cooperate with the audit conducted by Licensor or a third party to theextent reasonable, and Licensor shall comply with, or cause such third party tocomply with, the Licensee's information security-related regulations and otherinternal regulations that Licensee separately notifies to Licensor.
3. If, as a result of the audit specified in the preceding paragraph, it is found that
Licensee has utilized the Provided Data in breach of this Agreement, Licensee shallpay Licensor any expenses required for the audit. In addition, if it is found that theconsideration that Licensor deemed to be reasonable in the actual manner of usage
exceeds the consideration pertaining to the utilization of the Provided Data stipulated
in Article 4, Licensee shall pay Licensor 125% of the difference between the above
two (2) amounts of consideration.
<Explanation>
1.

As Licensor must be able to promptly confirm the usage status of the Provided
Data by Licensee if a breach of this Agreement (e.g. possible leakage of theProvided Data or utilization thereof for an unintended purpose) by Licensee islikely to occur, this Article provides that an audit may be conducted by Licensor.

2.

Paragraph 1 of this Article provides that Licensor may request Licensee to submit
a report on the usage status of the Provided Data.

Paragraph 2 also provides

that if Licensor determines that the report is not sufficient to verify the usage status- 49 -

of the Provided Data, Licensor may conduct an audit on Licensee’s usage status of
the Provided Data.

Paragraph 3 obliges Licensee to pay audit expenses andadditional consideration if, as a result of an audit, it is found that Licensee hasbreached this Agreement.

In such case, it is presumed that Licensor will oblige

Licensee to pay an amount greater than the amount of the original difference fromthe perspective of deterring Licensee from breaching this Agreement.

From such

perspective, this Agreement allows Licensor to require Licensee to pay additional
consideration of 125% of the original payment amount.
3.

There is a risk that Licensee's trade secrets might become known to Licensor
when Licensor conducts an audit of the usage status of the Provided Data by
Licensee.

Therefore, as it may be appropriate in some cases for a neutral third

party who has executed a confidentiality agreement with Licensor and Licensee to
conduct such audit, Paragraph 2 allows for such audit by such third party.
Article 9.

Prohibition of Use

1. Licensee must not, without prior written approval from Licensor, use the Provided
Data for any purpose other than the Purpose and must not disclose, provide or leakthe Provided Data to any third party (if Licensee is a corporation, its parent company,
subsidiaries and affiliates shall also be included as third parties).
2. Notwithstanding the provision of the preceding paragraph, Licensor grants Licensee
the right to disclose or provide the Provided Data to [●] for the purpose of performing
this Agreement.

In such case, Licensee shall impose upon such third party

obligations equivalent to those owed by Licensee with regard to the Provided Data
under this Agreement.
<Explanation>
1.

The provision of Article 2 (Grant of License to Use Data) stipulates the scope andterms of use of the Provided Data licensed by Licensor to Licensee.

For this reason,

this Article is intended to set forth the provisions to confirm the licensing terms andconditions.
2.

Pursuant to Article 9.1, Licensee is, in principle, prohibited from utilizing theProvided Data for an unintended purpose or providing the same to a third party.

- 50 -

3.

According to Article 9.1, Licensee may, with the prior written approval of Licensor,
provide any third party with the Provided Data; however, because it would beinconvenient for Licensee to have to obtain Licensor's prior written approval
separately even in the case of a third party to whom Licensee is automatically
expected to or expected in advance to provide the Provided Data in the course of
conducting business using the Provided Data, Article 9.2 allows Licensee to provide
the Provided Data to such third party by specifying such third party in advance inthis Agreement.

The bracket [●] in Article 9.2 is to be filled in by Licensee.

A

group company such as a parent company or a subsidiary company of Licensee, or
an organization that conducts joint research with Licensee, etc. is specificallyassumed as the third party stipulated in Article 9.2.
Article 10.

Suspension of Utilization and Updating

1. In the case where Licensor finds that Licensee is in breach of this Agreement,
Licensor may either suspend Licensee from utilizing the Provided Data or suspend
updating of the Provided Data [at Licensor's discretion. / if Licensor requests
Licensee to resolve the state of breach, but Licensee nonetheless fails to resolve thesame within ● days.]
2. Licensee may not make a claim, in any way whatsoever, against Licensor for any
damage it incurs as a result of the measures taken by Licensor under the preceding
paragraph.
<Explanation>
1.

This is a provision stipulating that if Licensee breaches this Agreement, Licensor
may either suspend Licensee from utilizing the Provided Data or suspend the
updating of the Provided Data. In the former case, Licensee will no longer be able
to use the Provided Data already received, and the use thereof will constitute afurther breach of this Agreement.

On the other hand, in the latter case, it isassumed that the Provided Data is updated from time to time, and although Licensee
will not be prevented from using the received data, the Provided Data will not be
updated thereafter.
2.

It is provided that Licensor may choose whether or not the advance notice is requiredin order to effectuate the suspension of utilization or updating of the Provided Data.

- 51 -

3.

The breach of this Agreement may result in termination under Article 19, and if thisAgreement is terminated, Licensee shall, in accordance with Article 20, dispose ofor erase any of the Provided Data and will, in principle, no longer be able to provide
any third party with or cause any third party to use, the Inference Engine, any
products or services containing the Inference Engine, or the Derived Data.

The

suspension of utilization or updating of the Provided Data under this Article may beconsidered to be a relatively easy action to take if it is determined that there is abreach of this Agreement, in that the impact of the suspension under this Article on
the parties is not greater than that of the termination, as this Agreement itself willcontinue to exist.
Article 11.

Intellectual Property Rights in and to the Provided Data

Any intellectual property rights relating to the Provided Data (including, without limitation,
the rights relating to the database works) belong to Licensor; provided, however, that theforegoing shall not apply to any Provided Data whose intellectual property rights belong
to a third party.
<Explanation>
1.

The provision of this Article was considered in accordance with the METI
Guidelines (Article 3.4 of METI’s Model Contract Draft (page 111 of the METI
Guidelines)). Provided Data provided on the platform may fall under a “database”
under the Copyright Act or “shared data with limited access” under the Unfair
Competition Prevention Act, and in such cases, intellectual property rights are
considered to exist in the Provided Data.

This Article is established to be aprovision for confirming that the intellectual property rights in the Provided Data
shall not belong to Licensee upon the grant of a license to use the Provided Data
to Licensee.
2.

The proviso clause is established for confirmation purposes, assuming thecircumstances where part of the intellectual property rights in the Provided Databelongs to a third party.

Article 12.

No Exercise of Moral Rights of Author

With regard to the Provided Data, Licensor shall not, in any way whatsoever, exercise
against Licensee any moral rights of the author as stipulated in the Copyright Act ofJapan (the “Copyright Act”) (e.g. the right to make a work public (Article 18 of the- 52 -

Copyright Act), the right of attribution (Article 19 of the Copyright Act) and the right tointegrity (Article 20 of the Copyright Act)) or any rights equivalent to the foregoing.
<Explanation>
1.

As a precondition, the Provided Data covered by this Agreement may or may not be
copyrighted.

If the Provided Data is found to be copyrighted, the following moral

rights of the author shall arise for the benefit of the author.
(i) The right to make a work public (Article 18 of the Copyright Act of Japan) is theright of an author to decide on the timing, method, etc. of the publication of
his/her own work not yet made public and the right not to have such work madepublic by any third party other than the author without the author's permission.
(ii) The right of attribution (Article 19 of the said Act) is the right of an author todecide whether or not to indicate his/her name when making his/her work public.
(iii) The right to integrity (Article 20 of the said Act) is the right of an author not tohave the content or title of his/her own work altered against his/her will.
2.

As it is understood that the moral rights of the author mentioned above cannot be
waived under Japanese law, the non-exercise of the moral rights of the author is
accepted in this Article.

3.

In this Article, “any rights equivalent to the foregoing” is listed after various moral
rights of the author.

This is because it is intended that, even if foreign laws otherthan Japanese laws are applied to this Agreement, rights similar to the moral rightsof the author under the Copyright Act of Japan will also be subject to this Article.
4. General Provisions
Article 13.

Limitation of Liability, Etc.

1. Unless Licensor provides an express warranty in this Agreement, Licensor shall not
be liable for any and all claims, losses, damage or expenses (including, without
limitation, reasonable attorneys’ fees) in relation to Licensee’s utilization of theProvided Data or Licensee’s utilization of any intellectual property rights relating toan invention, device, creation, trade secret, etc. generated through Licensee’sutilization of the Provided Data.
2. If any dispute, claim or demand (the “Dispute, Etc.”) arising from or in connection
with utilization of the Provided Data occurs between Licensee and any third party,- 53 -

Licensee shall immediately notify Licensor to such effect in writing and resolve such
Dispute, etc. at its responsibility and expense.

Licensor shall cooperate in the

resolution of any such Dispute, Etc. to a reasonable extent.
3. If Licensor incurs any damage, losses or expenses (including reasonable attorneys’
fees; the “Damage, Etc.”) arising from or in connection with the Dispute, Etc.
stipulated in the preceding paragraph (except in the case where such Dispute, Etc.
is due to any cause attributable to Licensor), Licensee shall provide Licensor withcompensation for such Damage, Etc.
<Explanation>
1.

Articles 13.1 and 13.2 provide that any dispute arising in connection with theutilization of the Provided Data by Licensee shall, in principle, be resolved at
Licensee’s responsibility and expense. Article 13.3 also sets forth that Licensee
shall provide Licensor with compensation for any damage incurred by Licensor inconnection with any dispute relating to the Provided Data as set forth in Article
13.2, except in the case where such dispute is caused by any reason attributable
to Licensor.

Unlike this Article, the METI’s Model Contract Draft also included adraft provision to the effect that, if any dispute arises from Licensee’s utilization of
the Provided Data in a form not breaching an agreement, Licensor would, inprinciple, be responsible for resolving such disputes.

However, this Agreement

does not include such provision because it is Licensee that utilizes the Provided
Data under this Agreement, and it is more appropriate, from the perspective of thecost of resolving any disputes arising from this Agreement, to have Licensee
resolve such dispute as Licensee has a detailed knowledge of the usage status,
etc. of the Provided Data.
2.

The wording "immediately" is used in Article 13.2.

Having said that, as thenotification itself does not take much time, it is generally desirable to complete thenotification procedure within a few days at the latest. Although it is necessary to
determine how long “immediately” refers to on a case-by-case basis, a response ina shorter time is required than in the case of “promptly” or “without delay.”3.

If “Option (1): In the Case where a Warranty is Generally Not Provided” is selectedby Licensor in Article 5, such case does not fall under the “Licensor provides anexpress warranty in this Agreement” referred to in Article 13.1, and therefore this- 54 -

Article shall apply in its entirety.

However, if “Option (2): In the Case of a Warranty

Provided To a Certain Extent” is selected, Article 13.1 does not apply to the matters
covered by the warranty under Option (2), as such case would fall under the“Licensor provides an express warranty in this Agreement” referred to in Article 13.1.
Article 14.

Confidentiality

1. Licensor or Licensee (the “receiving party” in this Article) shall keep strictly
confidential any information that it comes to know through this Agreement, disclosedby the other party (the “disclosing party” in this Article), whether in writing, orally orby any other means, which the disclosing party declares upon disclosure as
constituting confidential information (the “Confidential Information”; provided,
however, that the Provided Data is not included in the “Confidential Information” under
this Article), and the receiving party must not disclose, provide or leak the Confidential
Information to any third party without the prior written approval of the disclosing party
or use the Confidential Information for any purpose other than exercising the rights or
performing the obligations under this Agreement; provided, however, that if any publicagency makes a legally binding request for disclosure, the receiving party may
disclose the Confidential Information to the extent of accommodating such request,
under the condition that the receiving party provides the disclosing party with prompt
notice to such effect.
2. Notwithstanding the provision of the preceding paragraph, any information that falls
under the following shall be excluded from the definition of Confidential Information:(1) Information already held by the receiving party at the time of its disclosure;(2) Information independently generated by the receiving party without the use of
any Confidential Information;(3) Information already in the public domain at the time of its disclosure;(4) Information that enters the public domain after its disclosure due to any reason
not attributable to the receiving party; or(5) Information disclosed by a duly authorized third party without any obligation tomaintain confidentiality.
3. The receiving party may disclose the Confidential Information to its officers or
employees, or to its attorneys, accountants, tax accountants or other professionals
who are bound by confidentiality obligations under applicable laws, only to the extent
necessary for the performance of this Agreement, under the condition that the- 55 -

receiving party causes all these persons to comply with the confidentiality obligations
under Article 14.1.
4. Notwithstanding the provisions of Article 14.1, Licensor grants Licensee the right todisclose or provide the Confidential Information to [●] for the purpose of performing
this Agreement.

In such case, Licensee shall impose upon such third party

obligations equivalent to those under Article 14.1 owed by Licensee under thisAgreement.
5. Notwithstanding the provisions of Article 14.1, Licensee grants Licensor the right todisclose or provide the Confidential Information to [●] for the purpose of performing
this Agreement.

In such case, Licensor shall impose upon such third party

obligations equivalent to those under Article 14.1 owed by Licensor under thisAgreement.
6. The obligations under this Article shall remain in full force and effect for ● years after
the termination of this Agreement.
<Explanation>
1.

As set forth in Article 14.1, information disclosed by Licensor by declaring the same
to be confidential information will be Confidential Information; however, as Article 9
prohibits the Provided Data from being used for any purpose other than the Purpose,
it is excluded from the Confidential Information under this Article.

2.

Taking into consideration the fact that Paragraph 2 of Article 9 was established toenable Licensor to exceptionally grant Licensee the right to disclose or provide theProvided Data to a specific third party, Articles 14.4 and 14.5 were established in the
belief that, as is the case with the Provided Data, it would also be desirable to havea provision that allows for exceptional disclosure or provision of the Confidential
Information to a third party.

Licensee shall fill in the details in the bracket [●] in

Section 4, and Licensor shall fill in the details in the bracket [●] in Section 5, of any
third party for whom Licensee and Licensor respectively seek approval from theother party for disclosure of the Confidential Information.

Unlike the Provided Data,in consideration of the possibility that Licensor may also have a need to disclose theConfidential Information to third parties, the provisions have been established forboth Licensor and Licensee.
- 56 -

3.

In the bracket [●] in Article 14.6, Licensor shall enter the number of years for which
it wishes the confidentiality obligations to continue.

Although such number will

differ depending on the nature of the agreement and the information, etc., in generalcases, it is conceivable to provide for obligations to continue for one (1) or three (3)years after the termination of the agreement.

However, if trade secrets are subject

to the confidentiality obligations, such number is often set at, for example, three (3),five (5), or even ten (10) years, assuming that the technology in the relevant industry
becomes obsolete during such period.
Article 15.

Export Control

If Licensee intends to export the Provided Data from the country/region where Licensee
is located (including taking the same outside of such country/region), Licensee shallobtain prior written approval from Licensor and shall also comply with the Foreign
Exchange and Foreign Trade Act of Japan, the Export Trade Control Order of Japan, theForeign Exchange Order of Japan and other related Ministerial Orders of Japan and thelaws and rules, etc. of relevant countries, and shall, as necessary, obtain export
permission from the Japanese government and re-export permission from the relevant
countries’ governments.
<Explanation>
1.

Please see page 42 and onward of the METI Guidelines for the general contents ofthe export control regulations.

2.

In relation to this Agreement, the Provided Data may be subject to the Foreign
Exchange Act and other foreign export control regulations.

Accordingly, thisprovision is established to confirm that, given that Licensee is located in Japan, if
Licensee intends to export the Provided Data outside Japan for example, Licensee
shall be required to obtain Licensor's prior written approval and shall follow theprocedures under applicable export control regulations.
Article 16.

Effective Term

1. The effective term of this Agreement shall be [● years from the execution date hereof/ ● months from the execution date hereof / for an indefinite period of time].
2. If either Licensor or Licensee requests the other party in writing to extend this- 57 -

Agreement by ● months before the expiration of the effective term hereof and theother party accepts such extension, this Agreement will be extended for an additional
period of ● years upon the same conditions, with the same to apply thereafter. If
Licensee requests Licensor to extend this Agreement based on a legitimate reason,
Licensor may not unjustly refuse such request.
<Explanation>
1.

Article 16.1 allows Licensor to select the effective term of this Agreement.

Unlikethe period of provision set forth in Article 1.(4), such effective term is expected to beextended by renewal. As the effective term of this Agreement is set according to
the nature of the Provided Data, such period can be flexibly selected from several
months to an indefinite period. In addition, if an indefinite period is selected as theeffective term, this Agreement cannot be cancelled in principle, unless any of thetermination events set forth in Article 19 apply.

In this regard, the option of anindefinite period has been provided as it is considered appropriate that thisAgreement shall continue to be effective as long as Licensee continues to use theProvided Data from the perspective of promoting data distribution and protecting therespective rights and interests of Licensor and Licensee. For example, the effective
term will be indefinite if the payment term of the consideration is one-time payment.
2.

With regard to Article 16.2, it is assumed that the brackets in “● months before theexpiration of the effective term” and “additional period of ● years” will be filled in by
Licensor. If Licensee wishes to request the continuation of this Agreement, it may
do so by submitting the reason therefor.

3.

This Agreement will in principle be renewed by virtue of the provisions of Article 16.2.
If Licensor refuses to renew, there will be a dispute, in which case the following
points will be considered.

Licensee will assert the fact that supports the existenceof a “legitimate reason” for its request to continue this Agreement. On the other
hand, in response to such assertion by Licensee, Licensor will assert the fact
containing the element indicating that there is no “legitimate reason.”The

existence of a “legitimate reason” is assumed to be judged mainly based on thecircumstances on Licensee’s side.
In determining whether or not there is a “legitimate reason,” the judgment will bemade by taking into comprehensive consideration the following specificcircumstances, etc. as the main elements to be considered, while emphasizing (1)- 58 -

whether this Agreement was scheduled to continue for a long period of time and (2)the necessity for the Licensee to continue this Agreement:
Circumstances to Affirm Existence of a “Legitimate Reason”
With regard to (1) above, for example, if it is found that, in the process of executing
or encouraging to execute this Agreement, communication was made on thepremise that this Agreement would continue for a long period of time, or if it is foundthat Licensee has made its own business plan on the premise of this Agreement andhas informed Licensor to that effect, such fact will be a positive element for affirming
the existence of a “legitimate reason.”With regard to (2) above, the business and operational necessities are considered
to be one of the important ones among the necessities for Licensee to continue thisAgreement.

For example, if Licensee had a long-term business plan based on thepremise of the execution of this Agreement, the effect of the termination of thisAgreement on Licensee would be enormous, and would therefore be a circumstanceto affirm the existence of a “legitimate reason.”
Circumstances to Deny Existence of a “Legitimate Reason”
Licensor will insist on the opposite element from the same perspective.

In otherwords, with regard to (1) above, it is presumed that Licensor will assert thecircumstances underlying the fact that this Agreement is not expected to continue
for a long period of time in the process of executing or encouraging the execution ofthis Agreement.
With regard to (2) above, for example, it is presumed that Licensor will insist on thefact that even if the data provision agreement is terminated, it is easy for Licensee
to find an alternative source of data or that Licensee also operates other businesses
and the termination of this Agreement will not immediately have a significant impact
on Licensee.
4.

If any “legitimate reason” is found in Licensee’s request to continue the agreement,
Licensor cannot unjustly refuse such request. In this case, Licensor is required toassert and prove that refusal of such request is not “unjust.”

Elements which are

judged when determining whether or not such refusal is unjust are basicallyinextricably linked to “legitimate reasons” asserted by Licensee as above, in principle,
and whether or not it is “unjust” may be judged by taking into consideration the- 59 -

circumstances on the part of Licensor.
Elements which affirm the refusal to renew the agreement are not “unjust”
First, with regard to (1) above, the effective term of this Agreement and the period
for requesting the extension of the agreement established by Licensor are
considered.

In the case where Licensor establishes a short effective term of theagreement, it can be said that Licensor does not assume that the relevant
agreement will be extended for a long term in the first place, which can cause
circumstances affirming that the refusal to renew the agreement is not “unjust.” In
addition, in the case where the period for requesting the extension of the agreement
is set with relatively sufficient time in advance prior to the expiration of the effective
term (such as where such period is set half a year prior to the expiration of theeffective term), even if the offer to renew the agreement is refused, Licensee may
establish a preparation period assuming the termination of the agreement, whichcauses circumstances affirming that the refusal to renew the agreement is not“unjust.”Second, with regard to (2) above, it is considered that Licensor will assert that
continuing this Agreement lacks economic reasonableness for Licensor.

In thiscase, the consideration and payment conditions set forth in Article 4 are also
relevant; for example, it is considered that Licensor will assert that the benefits
earned by Licensor under this Agreement will not be commensurate with the costs
owed by Licensor in order to continue this Agreement.
Elements which reject the refusal to renew the agreement are not “unjust”
Though it is conversely related to the elements which are judged when determining
whether or not such refusal is unjust, for example, despite the fact that Licensor
earns revenue based on business other than under this Agreement and theextension of this Agreement itself does not cause a large disadvantage to Licensor,
Licensor may assert the non-extension of this Agreement, etc., for the purpose ofengaging in harassment against Licensee.
Article 17.

Compensatory Damages

1. If Licensor or Licensee causes damage to the other party due to its breach of this- 60 -

Agreement or breach of any of its representations and warranties contained in thisAgreement, such party shall be liable to provide the other party with compensation
only for the damage directly and actually incurred by the other party.
2. The amount of damages owed by Licensor to Licensee under the preceding
paragraph shall not exceed the total of the amount that had been received by
Licensor from Licensee under Article 4 as at the time before the occurrence of thecause of damage for compensation, except in the case of willful misconduct or grossnegligence.
3. If Licensee finds any utilization of the Provided Data in breach of this Agreement,such as leakage, loss, provision to a third party or utilization for unintended purpose(collectively, “Leakage of Provided Data, Etc.”), Licensee must immediately notify
Licensor to such effect.
4. If any Leakage of Provided Data, Etc. is likely to have occurred due to willful
misconduct or gross negligence on the part of Licensee, Licensee shall, at its
responsibility and expense, confirm the fact as to whether any Leakage of Provided
Data, Etc. indeed occurred, and if such fact is confirmed, immediately take measures[in an appropriate manner / as designated by Licensor] to prevent further damage,and at the same time, investigate the cause thereof and consider measures toprevent the recurrence thereof, and report the details of such investigation andconsideration to Licensor.
<Explanation>
1. If damage occurs due to the other party’s breach of this Agreement, the nonbreaching party may claim compensation for such damage due to failure to perform
obligations (Article 415, Paragraph 1 of the Civil Code).

In addition, as stated above,since it is assumed that the Provided Data falls under “shared data with limitedaccess” in accordance with the Unfair Competition Prevention Act (Article 2.(7) of the
Unfair Competition Prevention Act), if certain requirements are met, a claim forcompensatory damages in accordance with Article 4 of the Unfair Competition
Prevention Act will also be admitted, where the presumption of the amount ofdamages under Article 5 of the Unfair Competition Prevention Act will be applicable.
2.

Article 17.1 limits the scope of damages to “the damage directly and actually- 61 -

incurred.”For example, the above scope of damages does not include lost profits

in the case where the relevant party attempted to engage in business by using theProvided Data but failed to do so, etc.

Though it is on a case-by-case basis inrelation to specific circumstances, if the Provided Data is divulged or leaked, theexpenses for the investigation conducted by Licensor to identify the scope of thedamage, etc., may be admitted as damage.

In addition, personnel expenses,

including overtime labor costs, arising as a result of Licensor’s employees being
separately required to conduct special responses in the relevant case, may also be
included in damages.

A claim for compensatory damages in accordance with

Article 4 of the Unfair Competition Prevention Act, and a claim for compensatory
damages in accordance with failure to perform obligations or violation of a warranty
or representation, are compatible.

This Article applies to cases where a claim forcompensatory damages is to be made in accordance with failure to perform theobligations or violation of a warranty or representation, and does not apply to casesof claim for compensatory damages in accordance with the Unfair Competition
Prevention Act; thus, the scope of damages will not be limited.
3.

Article 17.2 establishes a certain upper limit on the amount of claim for damages
owed by Licensor to Licensee, except in the case of willful misconduct or grossnegligence.

On the other hand, no upper limit is established on the amount ofcompensation owed by Licensee to Licensor. If an upper limit is established on theamount of compensation owed by Licensee, in relation to the interests which
Licensee attempts to obtain by using the Provided Data in an authorized manner,
there will be no incentive for Licensee to comply with the agreement. In this regard,
it is determined that no upper limit shall be established on the amount ofcompensation owed by Licensee.
4.

Articles 17.3 and 17.4 set forth Licensee’s obligations in the case where there is any
Leakage of Provided Data, Etc.

With respect to the measures to prevent further

damage as set forth in Article 17.4, Licensor may choose between whether it shouldbe left up to Licensee’s discretion to some extent, or whether to designate the actual
approach to be taken. Nevertheless, even if Licensor itself chooses the way todesignate the approach, it is not possible to designate any approach, and the scope
thereof must remain reasonable.
5.

The measures to prevent further damage mean measures to prevent expansion of- 62 -

secondary damages.

Here, if Licensor chooses the “appropriate” measures toprevent further damage, the kinds of measures that should be taken may pose a
problem.

If Licensee has obtained a public certification regarding information

security (ISMS / privacy mark / ISO / IEC 27001 / ISO 27017 / ISO 27018 / CS silver/ CS gold / PCI-DSS / SOC2), it is considered possible that certain appropriate
measures have been taken by compliance with the rules of the relevant certification.
6.

With regard to the measures to prevent further damage, it is necessary to conduct
an appropriate approach for each cause of the occurrence of a Leakage of Provided
Data, Etc.

Principally, the following causes are considered: (1) loss or theft of

information recording medium; (2) incorrect transmission of emails, incorrect
publication of emails on a website; (3) internal irregularities; (4) leakage via filesharing software; (5) malicious programs (virus, spyware); (6) unauthorized accessfrom outside, and measures are required to be taken for each cause.

The following

describes one example for each cause:
For (1), if a notified lost item or lost information includes an ID, password, etc.,
changing such ID, etc. should be considered.
For (2), in the case of incorrect transmission of emails, notice to the data receivers
and request for destruction of information, and restricting access to the relevant
information from outside, etc., should be considered.

In the case of incorrect

publication of information on a website, deletion of such information, etc., should beconsidered.
For (3), suspending an ID or restricting access to internal websites (intranet servers,
shared file servers, etc.), securing related devices used by a party engaged in any
internal irregularity (preservation of evidence), and other measures should beconsidered.
For (4), separating a personal computer from the Internet (ceasing the use of filesharing software), securing the leaked information, etc., should be considered.
For (5), identifying the personal computer infected with a virus, separating a personal
computer infected with virus from the network, etc., should be considered.
For (6), separating a device (website) to which an unauthorized access was madefrom the network, suspending a device (website) to which an unauthorized access
was made, etc., should be considered.
Article 18.

Force Majeure- 63 -

During the effective term of this Agreement, neither Licensor nor Licensee shall be liable
for any delay or impossibility of performance of all or any part of this Agreement due toan act of God, war, riot, civil war, epidemic, infectious disease, natural disaster, power
failure, interruption of communication facilities, suspension of provision or emergency
maintenance of external services such as cloud services, establishment, revision or
abolition of laws and regulations or any other cause not attributable to Licensor or
Licensee.
<Explanation>
The contents of the Article are the same as those set forth in the METI Guidelines, thus,
the explanation of this Article is omitted herein.
Article 19.

Termination

1. Licensor or Licensee may immediately terminate this Agreement, in whole or inpart, without being required to make a demand, if any of the following
circumstances apply to the other party; provided, however, that if the payment of
the consideration for the grant of a license to use the Provided Data is made by
the Payment Method for One-Time Use Basis, neither party may terminate thisAgreement on the grounds that any circumstances specified in items 2 through 8
below apply to the other party:(1) the other party breaches any provision of this Agreement and fails to curesuch breach despite having received a demand from the non-breaching
party specifying a reasonable period for cure thereof;(2) the other party suspends payments or becomes insolvent or a note or checkdrawn by the other party is dishonored;(3) a petition for the commencement of bankruptcy, civil rehabilitation,
corporate reorganization or special liquidation proceedings or a petition forthe commencement of insolvency proceedings similar to the foregoing is
filed in relation to the other party;(4) a petition for the commencement of provisional attachment, provisional
disposition, attachment, disposition due to delinquency or auction
proceedings is filed against the other party’s important assets or adisposition due to delinquent public taxes and imposts is issued against theother party;(5) the other party suspends or abolishes its operation or assigns an importantpart of its business;- 64 -

(6) the other party enters into dissolution or liquidation for any reason otherthan merger;(7) the other party undergoes a considerable deterioration in the state of its
assets or the likelihood thereof is reasonably recognized;(8) it is found that the other party has breached any of its representations andwarranties stipulated in Article 5; or(9) in addition to the above, any other significant reasons occur that are similar
to any of the preceding items that make it difficult to continue thisAgreement.
2. Termination pursuant to the preceding paragraph shall not preclude the terminating
party from demanding the other party to provide compensatory damages.
3. Notwithstanding the provision of Article 16, if Licensor or Licensee withdraws fromthe “AIDC Data Cloud” data distribution platform provided by AI Data Consortium,or ceases to be a member of “AIDC Data Cloud” for any other reason, thisAgreement shall be automatically terminated.
<Explanation>
The contents of the Article, excluding Article 19.3, are almost the same as those set forthin the METI Guidelines, thus, the explanation of this Article is omitted herein in principle.
With regard to Article 19.3, since this Agreement comes into effect via the Platform andassumes the use of the Platform, Article 19.3 sets forth that this Agreement will beterminated if either Licensor or Licensee ceases to be a member of the Platform.
Article 20.

Measures after Termination

1. After termination of the effective term of this Agreement, Licensee must not utilize
the Provided Data for any reason, and must promptly dispose of or erase all theProvided Data that it has received in the manner separately instructed by Licensor.
2. Licensor may request Licensee to submit a written document certifying that all
Provided Data has been disposed of or erased.
3. After termination of the effective term of this Agreement, Licensee must not provide
any third party with or cause any third party to use the Inference Engine, any products- 65 -

or services containing the Inference Engine, or the Derived Data, which are preparedwithin the effective term hereof; provided, however, that if there is any Inference
Engine or products containing the Inference Engine remaining as at the terminationof this Agreement, Licensee may sell the same upon obtaining approval from
Licensor. In such case, Licensee shall continue to make payments in accordancewith the payment terms specified in Article 4.
<Explanation>
1. Articles 20.1 and 20.2 are based on the discussion in accordance with the METI
Guidelines (Article 15 of the METI Draft Model Contract (on page 121 of the METI
Guidelines)).
2. With regard to Article 20.1, if the Provided Data remains in Licensee’s possession
even after the termination of this Agreement, Licensee may use the Provided Dataintentionally or mistakenly, thus, in order to avoid the foregoing from occurring, Article
20.1 obligates Licensee to destroy or delete the Provided Data.

Not only theProvided Data which was first provided, but since Article 6 sets forth the “Provided
Data (including reproductions thereof or those substantially the same; the same shallapply hereinafter),” reproductions or those substantially the same as the Provided
Data are also subject to destruction or deletion.
3. With regard to Article 20.2, since it is difficult for the outside party to confirm thefulfillment of the obligations set forth in Article 20.1, Article 20.2 sets forth that
Licensor may request the submission of a document certifying that the Provided Data
in its entirety has been destroyed or deleted.
4. With regard to Article 20.3, since, at the WG meeting, focus was placed on the factthat the existence of the Provided Data is essential for the Inference Engine and the
Derived Data created during the effective term of this Agreement, and that theInference Engine and the Derived Data were not able to be created without theProvided Data, Article 20.3 sets forth that, with the termination of the effective termof this Agreement, the Inference Engine and the products or services including theInference Engine, as well as the Derived Data, shall not be provided to or used byany third party.

Conversely speaking, if the continuous use of the Inference Engine

and the Derived Data is requested while the Provided Data per se is not required, it
is necessary to continue the license agreement regarding the Provided Data and pay- 66 -

the consideration for the use of the Provided Data.
5. However, if there are products manufactured during the effective term of thisAgreement remaining, since it is difficult for Licensee to destroy all such products,
Article 20.3 allows for the sales of the Inference Engine and the products including
the Inference Engine which remain at the time of termination of the Agreement,
subject to approval of Licensor.

Nevertheless, even in this case, the obligations to

pay the consideration for the use will remain in place.
Article 21.

Elimination of Anti-Social Forces

1. Licensor and Licensee each represents and warrants that, both at present and in
the future, neither it nor any of its representatives, officers, persons who
substantiallycontrolthemanagement

thereof,employees,

agentsorintermediaries (the “Related Persons”) falls or will fall under any of the following:(1) an organized crime group (as stipulated in Article 2(2) of the Act on
Prevention of Unjust Acts by Organized Crime Group Members of Japan(the “Anti-Organized Crime Act”));(2) a member of an organized crime group (as stipulated in Article 2(6) of theAnti-Organized Crime Act);(3) a quasi-member of an organized crime group;(4) a company related to an organized crime group;(5) a corporate extortionist (“sokaiya”), etc., a racketeer advocating a social
movement (“shakaiundohyobogoro”), a racketeer advocating politicalactivities (“seijikatsudohyobogoro”), or a special intelligence criminalorganization (“tokushuchinoboryokushudan”);(6) a person/organization that is closely involved with any of the foregoing(including, without limitation, any act of providing funds or other benefits);or(7) a person/organization equivalent to any of the foregoing.
2. Licensor and Licensee each warrants that neither it nor any of its Related Persons
directly or indirectly engages in any of the following acts:(1) making a violent demand;(2) making an unreasonable demand going beyond a legal responsibility;(3) engaging in threatening behavior (including, without limitation, informingthat it or any of its Related Persons constitutes any person stipulated in the- 67 -

preceding paragraph) or committing a violent act with respect totransactions;(4) damaging the reputation of the other party or interfering with the otherparty’s business by spreading rumors, or using fraudulent means or force;or(5) any other act equivalent to any of the foregoing.
3. If Licensor or Licensee finds that the other party is in breach of any of therepresentations or warranties stipulated in the preceding two (2) paragraphs, suchparty may terminate this Agreement without being required to make any demandwhatsoever.
4. If Licensor or Licensee terminates this Agreement pursuant to the provision of thepreceding paragraph, such party shall not be liable for any damage, loss or
expense incurred by the other party due to such termination.
<Explanation>
1. If the other party to this Agreement is found to be a person related to an organizedcrime group, Article 21 makes it possible to cancel this Agreement without making
any demand.
2. The Tokyo Metropolitan Ordinance for the Elimination of Organized Crime Groups
requires business operators to endeavor to confirm that the other party to thisAgreement does not fall under a person related to an organized crime group at thetime of execution of an agreement, and to endeavor to set forth provisions eliminating
any organized crime groups.
Article 22.

Survival

Even after the termination of this Agreement, Article 3 (Handling of Derived Data), Article
9 (Prohibition of Use), Article 11 (Intellectual Property Rights in Provided Data), Article
13 (Limitation of Liability, Etc.), Article 14 (Confidentiality), Article 17 (Compensatory
Damages), Article 18 (Force Majeure), Article 19.2 (Termination), Article 20 (Measures
after Termination), Article 21.4 (Elimination of Anti-Social Forces), this Article 22(Survival), Article 23 (No Assignment of Rights and Obligations) and Article 25(Governing Law and Jurisdiction) [and Article 28 (Non-Competition Obligation)] shallremain in full force and effect.
- 68 -

<Explanation>
Explanation of this Article is omitted herein.
Article 23.

No Assignment of Rights and Obligations

Neither party may, without obtaining prior written approval from the other party, assign,pledge as collateral or otherwise dispose of any of its rights, obligations or contractual
status under this Agreement.
<Explanation>
The contents of the Article are the same as those set forth in the METI Guidelines, thus,
the explanation of this Article is omitted herein.
Article 24.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to theprovision of the Provided Data, and any agreements, understandings and otherarrangements made with respect to provision of the Provided Data prior to the executionof this Agreement shall cease to be effective by execution of this Agreement.
<Explanation>
The contents of the Article are the same as those set forth in the METI Guidelines, thus,
the explanation of this Article is omitted herein.
Article 25.

Governing Law and Jurisdiction

This Agreement shall be governed by the laws of Japan.

Any dispute in relation to or

incidental to this Agreement shall be subject to the exclusive jurisdiction of the Tokyo
Summary Court or the Tokyo District Court according to the value of the subject matterof the litigation.
<Explanation>
The contents of the Article are the same as those set forth in the METI Guidelines, thus,
the explanation of this Article is omitted herein.
Article 26.

Good Faith Consultation

Any matter not stipulated in this Agreement and any matter regarding which any doubt
arises shall be resolved upon mutual good faith consultation between Licensor and- 69 -

Licensee.
<Explanation>
The contents of the Article are the same as those set forth in the METI Guidelines, thus,
the explanation of this Article is omitted herein.
Article 27.

Notice1. Unless otherwise stipulated in this Agreement, any notice provided by Licensor or
Licensee under this Agreement shall be provided through “My Page” on the AIDC
website or through postal mail or email to the respective person in charge
specified below. Any fees pertaining to postal mail shall be borne by the party
sending the same.
Licensor

Licensee

Person in charge
Address
Email address
2. The notice provided pursuant to the preceding paragraph shall become effective
as at the time of its arrival to the other party or at the time when it should arrive at
the other party.
3. If Licensor or Licensee changes its address stipulated in Article 27.1, such party
must notify the other party to such effect in advance.
<Explanation>
1. This Article sets forth a manner of notification to be made in accordance with thisAgreement.

With regard to Licensor and Licensee, the name of the person in

charge, company address and email address shall be described, respectively.
2. Notification on the My Page section on the AIDC website, postal mail, or transmissionof email are planned as manners of notification.
5. Optional Provision
Article 28.

(Non-Competition Obligation)

During the effective term of this Agreement and for ● years after termination of theeffective term of this Agreement, Licensee must not use, by itself, or cause any third- 70 -

party to use, the Derived Data and the Inference Engine for the same or similarbusiness to that operated by Licensor.
<Explanation>
1. This Article imposes the Non-Competition Obligation on Licensee.

In principle,

Licensee may use the Derived Data and the Inference Engine in accordance with the
Purpose set forth in Article 1 (5) and so long as Licensee complies with the measures
to be taken after the termination of the Agreement as set forth in Article 20 after thetermination of the Agreement (See Article 3); provided, however, that this Article
requires Licensee not to provide any third party with the Derived Data and theInference Engine and not to grant any third party a license to use the Derived Dataand the Inference Engine, in order to use the Derived Data and the Inference Engine
for the same or similar business to that operated by Licensor.

From the perspectiveof placing emphasis on the safety of data transactions and the promotion of
distribution, this Article is not established as a default provision, rather the Licenser
may choose whether or not to set forth this Article in this Agreement.
This Article covers (1) the case where Licensee uses the Derived Data and theInference Engine by itself, in order to use the same for the same or similar businessto that operated by Licensor, and (2) the case where Licensee provides, etc. any
third party with the Derived Data and the Inference Engine in order for any third party
to use the Derived Data and the Inference Engine for the same or similar businessto that operated by Licensor, as restricted by the Non-Competition Obligation.
Since the scope of use of the Provided Data is limited in accordance with theinterpretation of the Purpose set forth in Article 1 (5), the Provided Data is notcovered by the prohibition set forth in this Article.
2.

After choosing to set forth this Article, Licensor may establish the period in which the
Non-Competition Obligation shall be imposed on Licensee; provided, however, that
Licensor needs to pay attention to make sure that this Article will not violate the Act
on Prohibition of Private Monopolization and Maintenance of Fair Trade (the“Antimonopoly Act”) and pay attention to the contents, etc., described in Part 4“Viewpoints from Unfair Trade Practices” in “Guidelines for the Use of Intellectual
Property under the Antimonopoly Act” (January 21, 2016; Japan Fair Trade- 71 -

Commission)5.
3.

With regard to this Article, as stated in Paragraph 2 above, the period for the NonCompetition Obligation as established by Licensor may be found to constitute a
breach of the Antimonopoly Act in view of the specific circumstances, and whether“the same or similar business to that operated by Licensor” which is set forth in this
Article is relevant or not largely depends on the specific circumstances, and it isdifficult to submit the operational standards which make the projection of thejudgment results possible.

Therefore, the selection screen for this Article shown toLicensor indicates the following as the precautions in the case where this Article isincorporated in this Agreement.
Precautions
In choosing this Article, please carefully pay attention to the following:-

Since the sales destinations of the Derived Data and the Inference Engine of a data
purchaser are limited, if you set forth this Article, a data purchaser may be hesitantto purchase data.

-

If you establish an unduly long period for the period for the Non-Competition
Obligation as established by Licensor, you may be judged to have breached the
Antimonopoly Act when the specific circumstances are taken into consideration.

-“The same or similar business to that operated by Licensor” which is set forth in this
Article will be interpreted based on specific circumstances.
- End -

5https://www.jftc.go.jp/dk/guideline/unyoukijun/chitekizaisan_files/chitekizaisangl.pdf- 72 -

Exhibit 4: List of Standards for Entry in the Free Entry Sections in the Agreement
Standards for Entry

Articles Containing Free Entry Sectionsin the Free Entry Sections

Article 2. Grant of License to Use Data

In [●], Licensor shall enter any

Licensor shall provide the Provided Data to utilization methods that Licensor
Licensee and shall grant Licensee a license to use particularly wishes not to grant
the same in the Region only for the Purpose during Licensee a license for.
the effective term of this Agreement; provided,
however, that, [●] shall be excluded.
Article 4. Consideration and Payment Terms

With regard to [●], Licensor shall[Option (1): In the Case of Pay-Per-Use Basis]

enter in [●] the number of data

1.

Licensee shall pay Licensor JPY ● per unit of unit(s) necessary to calculate the[●] as consideration for the grant of a license consideration.
to use the Provided Data.

Article 5. Warranty Regarding the Provided In the blank space, Licensor shallData
1.

Licensor

enter the details of what Licensor
represents

andwarrants

the warrants to Licensee based onfollowing matters concerning the Provided the content and nature of theData:

Provided Data.

(Omitted)(5) []Article 6. Maintaining the Nature of “Shared In [●], Licensor shall enter the
Data with Limited Access”

handling

andmanagement

Licensee recognizes that the Provided Data falls methods for the Provided Data
under the “shared data with limited access” under which Licensee should observe
the Unfair Competition Prevention Act of Japan in order to maintain the nature ofand complies with the following:“shared data with limited access”(3) ●pertaining to the Provided Data.

Article 9. Prohibition of Use
2.

Notwithstanding
precedingtheparagraph,

In [●], Licensee shall enter theprovisionofLicensor

the specific names of any third

grants parties (including individuals) to- 73 -

Licensee the right to disclose or provide the whom

LicenseewishestoProvided Data to [●] for the purpose of disclose or provide the Provided
performing this Agreement.

In such case, Data.

Licensee shall impose upon such third party
obligations equivalent to those owed by
Licensee with regard to the Provided Data
under this Agreement.
･ [Article 14.4] Licensee shall

Article 14. Confidentiality
4.

Notwithstanding the provisions of Article 14.1,

enter the specific names ofLicensor grants Licensee the right to disclose

any third parties (including

or provide the Confidential Information to [●]individuals)

for the purpose of performing this Agreement.

Licensee wishes to disclose

In such case, Licensee shall impose uponor provide the Confidential

such third party obligations equivalent toInformation.

to

whom

those under Article 14.1 owed by Licensee･ [Article 14.5] Licensor shallunder this Agreement.

enter the specific names of5.

Notwithstanding the provisions of Article 14.1,

any third parties (including

Licensee grants Licensor the right to disclose

individuals) to whom Licensor

or provide the Confidential Information to [●]wishes to disclose or provide

for the purpose of performing this Agreement.

the Confidential Information.

In such case, Licensor shall impose uponsuch third party obligations equivalent tothose under Article 14.1 owed by Licensor
under this Agreement.

- End -

- 74 -