Exhibit 10.1 


 


Agency Agreement


  


Warrantee Inc. (hereinafter
referred to as "Warrantee") and Paygene Co., Ltd. (hereinafter referred to as "Paygene") hereby execute this agency
agreement (hereinafter referred to as this "Agreement") as follows.


 


Article 1 (Role
of both parties)


 


Warrantee
will provide clinic information (including name and contact information of each clinic) to Paygene in accordance with the provisions
of this Agreement, and Paygene will utilize the clinic information received from Warrantee to set up meetings with the clinics as requested
by end customers.


 


Article 2 (Legal
Status)


 


Paygene
and Warrantee are independent parties, and nothing contained herein shall create any kind of joint venture, partnership, franchise, or
employment relationship.


 


Article 3 (Payment
of agency fee)


 


	1.	Paygene will pay Warrantee 16 million yen (tax included) per month in return
  for the clinic information. However, if Warrantee delivers more than 40 cases within a certain month, Paygene will pay an additional
  amount equal to the billing unit price of 400,000 yen (tax included) multiplied by the difference by which the actually delivered case
  number exceeds 40; and if Warrantee delivers less than 40 cases within a certain month, Warrantee’s fee will be reduced by an
  amount equal to the billing unit price of 400,000 yen (tax included) multiplied by the difference by which 40 exceeds the actually
  delivered case number.




 


		2.	Warrantee
                                            will calculate the consideration set forth in the preceding paragraph at the end of each
                                            month and will send a statement and invoice to Paygene within 2 business days of the following
                                            month, and Paygene will pay the relevant amount by the due date specified in the invoice.



 


Article 4 (Delivery
of clinic information)


 


		1.	After
                                            processing and screening the clinic information for Paygene, Warrantee shall deliver the
                                            processed and screened information to Paygene in writing by mail, and Paygene shall promptly
                                            conduct the inspection of the said information and then notify Warrantee of the inspection
                                            results. Acceptance is completed when this inspection is cleared.



 


		2.	After
                                            completion of the acceptance set forth in the preceding paragraph, Paygene shall not be able
                                            to make any claims for contract nonconformity or any other claims to Warrantee regardless
                                            of the success or failure of the meetings with the clinics and/or end customers by Paygene.



 


		3.	If
                                            the delivered information does not pass the inspection in accordance with Paragraph 1 of
                                            this Article 4, Warrantee shall re-perform the processing and screening work at its own expense
                                            and promptly deliver the clinic information to Paygene again. For such deliveries, Paygene
                                            shall inspect the deliveries in accordance with Paragraph 1 of this Article 4.



 


Article 5 (Confidentiality)


 


		1.	Paygene
                                            and Warrantee will keep all information disclosed by the other party (hereinafter referred
                                            to as "Confidential Information") confidential and will not disclose or divulge
                                            it to any third party without the prior written consent of the other party.



 


		2.	None
                                            of the following shall be included in "Confidential Information":



 


		(1)	Information
                                            that was publicly known when the disclosure was received;



 


		(2)	Information
                                            that became publicly known after receiving the disclosure, without the negligence of the
                                            recipient or the breach of this Agreement;



 






     


     


    

 





		(3)	Information
                                            that the recipient knew before receiving the disclosure;



 


		(4)	Information
                                            that was legally obtained from a third party with legitimate authority without restrictions
                                            on disclosure; and



 


		(5)	Information
                                            that was developed independently without using the disclosed information.



 


		3.	This
                                            Article 5 shall be valid for 5 years after the termination of this Agreement.



 


Article 6 (Termination)


 


		1.	Paygene
                                            and Warrantee may immediately terminate all or part of this Agreement without giving notice
                                            or performing their own obligations if the other party falls under any of the items of this
                                            paragraph. In such case, the termination shall not preclude the terminating party from claiming
                                            for damages against the violating party.



 


		(1)	If
                                            it breaches this Agreement and the breach is not cured within 30 days after notification
                                            of the request from the counterparty.



 


		(2)	When
                                            there is a petition, against either party, for seizure, provisional seizure, provisional
                                            disposition, public sale disposition, tax delinquency disposition or other dispositions of
                                            public authority, or commencement of bankruptcy proceedings, the commencement of civil rehabilitation
                                            proceedings, the commencement of corporate reorganization proceedings, the commencement of
                                            special liquidation proceedings or other similar legal bankruptcy proceedings.



 


		(3)	If,
                                            in a case where   a party commits fraudulent acts or other similarly inappropriate acts
                                            Warrantee or Paygene is notified thereof, the issue is not resolved even though the solution
                                            has been discussed in good faith between Paygene and Warrantee.



 


		2.	If
                                            Paygene or Warrantee falls under any of the items in the preceding paragraph, the violating
                                            party must immediately pay any and all amount owed to the other party under the Agreement
                                            to the other party.



 


Article 7 (Exclusion
of Anti-Social Forces)


 


		1.	Each
                                            of Paygene and Warrantee warrants to the other party that it (in the case of a corporation,
                                            any of its representatives, executive officers, or any person who substantially controls
                                            the management) does not fall under any of the following items and has not done any of the
                                            following actions and that it will not fall under any of the following items in the future.



 


		(1)	An
                                            organized crime group, a member of an organized crime group, a person who was a member of
                                            an organized crime group within the past 5 years, an associate member of an organized crime
                                            group, a company affiliated with an organized crime group, a racketeering group, groups engaging
                                            in criminal activities under the pretext of conducting social campaigns, crime groups or
                                            individuals specialized in intellectual crimes, who pursues economic profit through the methods
                                            of violence, power and fraud (hereinafter referred to as "Anti-Social Force").



 


		(2)	Through
                                            administrative agencies, public institutions (including but not limited to stock exchanges),
                                            or financial institutions (Including banks, brokerage firms, and other financial institutions),
                                            where it becomes clear that a person is an Anti-Social Force or has or had some relationship
                                            with Anti-Social Force, such as providing or provided funds to a person who has been identified
                                            as an Anti-Social Force.



 


		(3)	A
                                            person who themselves or through the use of third parties conducts (i) demand with violence,
                                            (ii) an unreasonable demand beyond its legal entitlement, (iii) use of intimidating words
                                            or actions, (iv) damages the credit or obstructs the business of the other party by spreading
                                            false rumors or by the use of fraudulent means, or any other equivalent actions of above.



  


		(4)	A
                                            person who themselves or through the use of third parties, tells the other party that such
                                            person or its related person is an Anti-Social Force.



 


		(5)	Other
                                            actions in accordance with the previous issue.



 






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		2.	Paygene
                                            and Warrantee will notify the other party if the other party (in the case of a corporation,
                                            any of its representatives, officers, or any person who substantially controls management)
                                            falls under any of the items in the preceding article, or if he/she commits an act that falls
                                            under any of the items, this Agreement can be terminated without notice.



  


		3.	The
                                            party who has terminated this Agreement pursuant to the preceding paragraph shall not be
                                            liable for compensation to the other party for any damages caused by the termination.



 


Article 8 (Indemnity)


 


Paygene
shall be responsible for all invoices, claims, complaints, etc. by any clinic (hereinafter referred to as "claims" in this
Article 8), and Warrantee shall be exempted from the liability and indemnified from all claims, etc. by any clinic made against Warrantee.
However, this shall not apply if the claims are attributable to Warrantee's willful misconduct or gross negligence.


 


Article 9 (Term)


 


The term
of this Agreement shall be one month from the date of the execution of this Agreement. However, the term of this Agreement shall be extended
for another one month unless either Paygene or Warrantee notifies to the other party of its intent not to extend at least one month prior
to the expiration date, and the same shall apply thereafter.


 


Article 10 (Consultation)


 


If any matter
not stipulated in this Agreement or any doubt about the interpretation of this Agreement arises, Paygene and Warrantee shall resolve
it after consultation in good faith.


 


Article 11 (Jurisdiction
and governing law)


 


For any and
all disputes arising in connection with this Agreement, the Tokyo District Court shall be the exclusive agreed jurisdiction for the first
instance. This Agreement shall be construed in accordance with the laws of Japan.


  


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed, signed and sealed, and each party retaining one original in its possession
respectively.


  


April 1, 2021


  


	Warrantee	2-4-1 Doshomachi, Chuo-ku, Osaka-shi, Osaka KITAHAMA CRAFT Room 1103
	 	Warrantee Inc.
	 	Managing Director Shouno Yusuke [Stamped Seal]




 


	Paygene	1-25-2-206 Komaba, Meguro-ku, Tokyo Prestige Komaba
	 	Paygene Co., Ltd.
	 	Managing Director Matsuki Seira [Stamped Seal]




 






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