Outsourcing
Agreement


 


OFF Line Japan
Co., Ltd. (“OFF Line”) and Ueda Tsusho, Ltd. (“Ueda”) entered into this outsourcing agreement (the “Agreement”)
as follows:


 


		1.	Entrusted
                                         Businesses (the “Businesses”)



OFF
Line entrust the following services and Ueda accepted:


		1)	Administrating
                                         AirTalk



		2)	Development
                                         of the programs of Air Talk



		3)	Development
                                         and maintenance of other software and hardware



 


		2.	Method
                                         of Service Providing



Ueda
shall provide businesses with the care of a good manager.


 


		3.	Fees
                                         and Payments



		1)	OFF
                                         Line pay Ueda shall pay JPY40,000 per day as the service fees (sales tax excluded). If
                                         other services are added, both parties shall confer each other.



		2)	Closing
                                         date shall be each end of month and OFF Line shall pay the fees by the end of next month
                                         according the invoice of Ueda.



 


		4.	Period



		1)	The
                                         period of the Agreement shall be from January 1, 2020 through December 31, 2020.



		2)	Unless
                                         either party has an intention to expire the Agreement, the Agreement shall run another
                                         year automatically.



 


		5.	Prohibition
                                         of Re-entrustment



Ueda
shall not further entrust the Businesses without the consent of the OFF Line.


 


		6.	Intellectual
                                         Properties



The
rights of intellectual properties generated from the Businesses shall belong to OFF Line.


 


		7.	Obligation
                                         to Report



Ueda
shall the obligation to report OFF Line about the status of the Businesses immediately if Off Line requests.


 


		8.	Obligation
                                         of Notification



Both
parties shall notify the following matters to the other party:


		1)	Change
                                         of the company’s name



		2)	Change
                                         of the bank account



		3)	Change
                                         of the representative



		4)	Change
                                         of the company’s address



 


		9.	Confidentiality



		1)	Both
                                         parties shall not disclose the information obtained in the course of the Businesses to
                                         third parties during the Agreement period and even after the expiration of the Agreement.



		2)	The
                                         following information shall not applicable for the confidentiality in the preceding paragraph:



		(1)	Publicly
                                         known at the time of disclosure



		(2)	Obtained
                                         from third party legally



		(3)	Obtained
                                         before contracting this Agreement



		(4)	Obligated
                                         to disclosure by laws and regulations



 


		10.	Compensation
                                         for Damage



If
each party is damaged by the other party intentionally or negligently, the party which cause damage shall be liable to compensate
for damages.


 


		11.	Late
                                         Charge



Late
charge of the fee shall be 14.8% per annum.


 


		12.	Termination



Each
party may terminate this Agreement by following. In the case of termination, the compensation for damages shall be unavoidable:


		(1)	Bankrupt



		(2)	Attachment



		(3)	Business
                                         suspension



		(4)	Dissolution,
                                         merger or transfer of business of company 



		(5)	Dishonor



		(6)	Missing



		(7)	Violation
                                         of the Agreement



		(8)	Untrustworthiness
                                         or unlawful act



 


		13.	After
                                         Expiration of the Agreement



Both
parties shall return or dispose the materials related to the Agreement according the other party’s request immediately after
the expiration of the Agreement.


 


		14.	Court
                                         of Jurisdiction



When
a dispute arises in connection with the Agreement, the court of jurisdiction shall be the Tokyo District Court in the first instance.


 


		15.	Mutual
                                         Consultation



 


If
matters which are not covered by this Agreement and Separate Agreements or doubts about interpretation of terms or conditions
arise, each party shall resolve by mutual consultation faithfully.


 


IN WITNESS
WHEREOF, the Agreement has been prepared in duplicate, and after they are signed and seals have been affixed thereto, each
party shall retain a copy.


 


January 1,
2020


 


OFF Line:


OFF Line Japan
Co., Ltd.


4-30, Yotsuya,
Shinjuku-ku, Tokyo, Japan


/s/ Koichi
Ishizuka


Koichi Ishizuka,
Representative Director


 


Ueda:


Ueda Tsusho
Ltd.


3-18-29, Kitaotsuka
Toshima-ku, Tokyo, Japan


/s/ Eiichi
Ueda


Eiichi Ueda,
Representative Director