EX-10.4





 Exhibit 10.4 

Infrastructure System Development and Verification Agreement 

(Quasi-Consignment Agreement) 

Kyowa Corporation (hereinafter referred to as “User”) and Earlyworks Co., Ltd. (hereinafter referred to as the
“Vendor”) have entered into this Development and Verification Agreement (hereinafter referred to as “Agreement”) with respect to a project for the purpose of development of the infrastructure system and verification of the
applicability of blockchain (hereinafter referred to as “Project”). 
 Article 1 (Purpose) 

The purpose of this Agreement is to define the rights and obligations between the User and the Vender for the realization of
the Project. 
 Article 2 (Roles and Responsibilities) 
  

	1.	 User and Vendor acknowledge that they must cooperate with each other in the performance of this Agreement
and that such obligations are legal obligations. 


  

	2.	 The roles and responsibilities of User and Vendor shall be defined in the Exhibit. 



 

	3.	 Vendor shall be obligated to perform the work with the care of a good manager based on general industry
expertise and know-how regarding information processing technology. User shall have responsibility for the result or achievement of the Project of User and Vendor shall not be responsible for the result or
achievement of the Project and obligated to complete the Project. 


  

	4.	 User shall be obligated to perform its assigned duties as specified in the Exhibit without delay and to
cooperate with the Vendor to ensure that the Vendor’s operations are carried out smoothly. 


 Article 3 (Report) 

 

	1.	 The Vendor shall prepare and submit to the User a report of completion of the work by the deadline stated in
the attached Exhibit. 


  

	2.	 User shall inspect the completion report of the preceding clause within the period specified in the Exhibit
attached hereto (hereinafter referred to as the “Inspection Period”). 


  

	3.	 If the User has no objection to the contents of the report in the clause 1, User shall confirm the
completion of the work by signing the confirmation document and providing it to the Vendor. 


 Article 4 (Consideration
and Method of Payment) 
 Details of the payment terms shall be provided in the Exhibit. 

Article 5 (Materials, etc.) 
  

	1.	 User will disclose, lend, etc. to Vendor materials, equipment facilities, etc. (hereinafter referred to as
“Materials, etc.”) necessary for the Services. 


  

	2.	 Vendor shall manage the materials, etc. provided by User with the due care of a good manager and shall
return them on the return date agreed upon by both parties or when requested by the User. 



  
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 Article 6 (Reconsignment) 

 

	1.	 Vendor may reconsign a part of each individual business to a third party with the prior consent of the User
or to the subcontractor designated by the User. In addition, reasonable grounds shall be required for the User to refuse the above consent. 


  

	2.	 In the event that Vendor is required to select another subcontractor due to the User’s refusal to
accept the reconsign, any change in the work period or delivery date or the content of the subcontract fee, etc. shall be agreed upon by User and Vendor. 


  

	3.	 Vendor shall enter into an agreement with the subcontractor to have the subcontractor perform the same
obligations to Vendor as Vendor has to the User under this Agreement 


  

	4.	 All the conducts by the subcontractor shall be equated with the conducts by Vendor. Vender shall be liable
for all the conducts by the subcontractor, except willful misconduct or negligence by the subcontractor designated by User. 



Article 7 (Confidential Information) 
  

	1.	 User and Vendor shall not disclose to the other party any technical, business or other business information
provided by the other party for the purpose of executing the Project, which the other party has disclosed in writing, e-mail, electromagnetic record, or orally, indicating that the information is confidential
(hereinafter collectively referred to as “Confidential Information”). However, this shall not apply to information that falls under any one of the following items. In addition, User and Vender may disclose Confidential Information that is
required to be disclosed in accordance with the provisions of laws and regulations. 


  

	 	(1)	 Information already held without obligation of confidentiality 



 

	 	(2)	 Information legitimately obtained from third parties without any obligation of confidentiality



  

	 	(3)	 Information developed independently without information provided by the other party 



 

	 	(4)	 Information that has become public knowledge, whether before or after receipt, without breach of this
Agreement. 


  

	2.	 The party to whom confidential information is provided shall take necessary measures to manage such
confidential information. 


  

	3.	 User and Vendor shall use the Confidential Information only within the scope of the purpose of this
Agreement, and shall obtain prior written consent from the other party if any reproduction or modification of the Confidential Information beyond the scope of the purpose of this Agreement is necessary. 



 

	4.	 User and Vender shall disclose the Confidential Information only to the officers and employees of each of
them (including the subcontractors under this Agreement) who need to know the information for the purposes of this Agreement and shall impose on such officers and employees obligations equivalent to the obligations of confidentiality under this
Agreement including after retirement or resignation. 


  

	5.	 Provision and return of the Confidential Information shall be in accordance with Article 5.



  

	6.	 Article 8 shall supersede this Article with respect to the Confidential Information that falls under the
category of personal information. 


  

	7.	 The provisions of this Article shall survive for three (3) years after the termination of this
Agreement. 


 Article 8 (Personal Information) 
  

	1.	 Vendor shall not disclose any personal information (as defined in Article 2, Paragraph 4 of the Act on the
Protection of Personal Information; hereinafter referred to as the “Act”) entrusted to the Vendor by the User in the execution of the Project to the third party. In addition, when the User provides personal information to the Vendor, User
shall make efforts to provide the Vendor with the personal information after processing so that individuals cannot be identified. 



  
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	2.	 Vendor shall take necessary measures to manage personal information. 



 

	3.	 Vendor shall use personal information only within the scope of the purposes of this Agreement, and shall
obtain prior written, e-mail, or electromagnetic record approval from User in the event that duplication or alteration of personal information beyond the scope of the purposes of this Agreement is necessary.



  

	4.	 Article 5 shall apply mutatis mutandis to the provision and return of personal information.



  

	5.	 Notwithstanding the provisions of Article 6, Clause 1, Vendor shall not reconsign the handling of personal
information entrusted by the User. However, this shall not apply in the event that the Vendor has obtained the prior consent of the User to such reconsignment. 



Article 9 (Compensation for Damages) 
  

	1.	 In the event that User and Vender suffer damages due to reasons attributable to the other party in
connection with the performance of this Agreement, User and Vender may make a claim against the other party for compensation for damages in accordance with laws and regulations. However, if a claim period is specified in the Exhibit, no claim may be
made after the expiration of the period, regardless of the claim period under laws and regulations. 


 Article 10
(Termination) 
  

	1.	 User and Vender may terminate this Agreement at any time. 



 

	2.	 User and Vender may forthwith terminate this Agreement, in whole or in part, without any notice, if any of
the following events occurs to the other party. 


  

	 	(1)	 In the event of gross negligence or breach of trust 



 

	 	(2)	 In the event of suspension of payment, or in the event of provisional seizure, foreclosure, auction,
commencement of bankruptcy proceedings, commencement of civil rehabilitation proceedings, commencement of corporate reorganization proceedings, or commencement of special liquidation. 



 

	 	(3)	 In the event of disposition to suspend transactions 



 

	 	(4)	 In the event of delinquent taxes and public dues 



 

	 	(5)	 Any other serious event that makes it difficult to continue this agreement similar to each of the preceding
items 


  

	3.	 User and Vender may terminate this Agreement, in whole or in part, if the other party is in breach of any
provision of this Agreement and the default of the other party is not remedied after a reasonable period of notice. 


  

	4.	 In the event each party falls under any of the items of clause 1, or in the event of termination as provided
in the preceding clause, all of the obligations of the party shall become immediately due and payable, even if no notice is given by the other party. 



Article 11 (Prohibition of Assignment of Rights and Obligations) 

Neither parties shall, without the prior written consent of the other party, assign, assume or grant security this Agreement,
rights and obligations under this Agreement to a third party. 
 Article 12 (Antisocial Forces) 

 

	1.	 Each party represents and warrants that: 



 

	 	1	 Such party are not a member of the Antisocial Forces (organized crime group, a corporate racketeer, and any
other similar organization) 



  
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	 	2	 Such party and its officers and major shareholders do not use the Antisocial Forces 



 

	 	3	 Such party and its officers and major shareholders do not promote the activities of the Antisocial Forces



  

	 	4	 Such party and its officers and major shareholders do not have relation with the Antisocial Forces



  

	 	5	 Such party does not commit unlawful acts and conducts and be involved in the acts and conducts directly and
indirectly. 


  

	2.	 Each party shall be entitled to terminate this Agreement without prior notice if the other party breaches
any of the representations and warranties in the above clause 1. 


 Article 13 (Consultation) 

In the event of any matter not stipulated in this Agreement or any question arising, User and Vender shall consult with each
other in accordance with the principle of good faith and endeavor to reach an amicable settlement of the matter. 
 Article 14 (Agreed
Jurisdiction) 
 Any and all disputes arising out of or in connection with this Agreement shall submit to the exclusive
agreed jurisdiction of the Tokyo District Court at the first instance. 
 To certify the execution of this Agreement, two
(2) copies of this document shall be prepared and each party shall retain one (1) copy. 
 June 1, 2021 

 

					
	
                       
     
	 	 User
	  	 Shinjuku San-ei Building 9F,

		 		  	 1-22-2 Nishi-Shinjuku, Shinjuku-ku,
Tokyo

		 		  	 Kyowa Corporation

		 		  	 Representative Director Taiji Horiuchi

			
		 	 Vendor
	  	 3F MR Building,

		 		  	 5-7-11 Ueno, Taito-ku,
Tokyo

		 		  	 Early works Co.,Ltd.

		 		  	 Representative Director Satoshi Kobayashi



  
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 Exhibit 
  

													
	 1. Roles and
Responsibilities
  
 (1) Vendor

 
 Project manager is responsible for the following

 

(1)   Propose and assist in defining user requirements and external design

 

(2)   Overall system design

 

(3)   General development of systems

 

(4)   Support and cooperation for other incidental operations

 
 Members are responsible for the following

 

(1)   Do work following the project manager’s instructions

 
	 	 
	 	 		 	role	 	belong to	 	identity	 		 	 
	 	 		 	
Project manager
	 	
Early Works, Inc.
	 	
[*]
	 		 	 
	 	 		 	
Member (developer)
	 	
Early Works, Inc.
	 	
[*]
	 		 	 
	 	 
	 (2) User

 
 Product Manager is responsible for the following

 

(1)   Definition of requirements and proposal and decision making for external
design
  

(2)   Decision-making based on Vendor proposals

 

(3)   Stakeholder scrutiny and system review

 
 Members are responsible for the following

 

(1)   Do work following the project manager’s instructions

 
	 	 
	 	 		 	role	 	belong to	 	identity	 		 	 
	 	 		 	
Product manager
	 	
Kyowa Corporation
	 	
[*]
	 		 	 
	 	 	 	 	Member(requirement definition, external design)	 	
Kyowa Corporation
	 	
[*]
	 	 	 	 
	 2.
Work period
  
 June 1, 2021 –
March 25, 2022
	 	 
	 3. Report

 
 (1) Deadline for submission of the
reports from Vendors: 25th of each month beginning June 2021.
  

(2) Period for confirmation of reports by the User: the last day of the month in which the date of submission of the
report.
  
	 	 


													
	 4. payment of fiduciary fees
	 	 
	 		 
	(1) Initial Payment (at the time of execution of this Agreement)	 	 120,000,000 yen (excluding tax)
	 	 


  
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	(2) Estimated payment for each month’s work:	 	 	 	 	 	 
	 			 
	From June 1, 2021 to June 25, 2021	 	 10,169,490 yen
	 		 	 
	 			 
	From June 25, 2021 to July 25, 2021	 	 12,203,390 yen
	 		 	 
	 			 
	From July 26, 2021 to August 25, 2021	 	 12,203,390 yen
	 		 	 
	 			 
	From August 26, 2021 to September 25, 2021	 	 12,203,390 yen
	 		 	 
	 			 
	From September 26, 2021 to October 25, 2021	 	 12,203,390 yen
	 		 	 
	 			 
	From October 26, 2021 to November 25, 2021	 	 12,203,390 yen
	 		 	 
	 			 
	From November 26, 2021 to December 25, 2021	 	 12,203,390 yen
	 		 	 
	 			 
	From December 26, 2021 to January 25, 2022	 	 12,203,390 yen
	 		 	 
	 			 
	From January 26, 2022 to February 25, 2022	 	 12,203,390 yen
	 		 	 
	 			 
	From February 26, 2022 to March 25, 2022	 	 12,203,390 yen
	 		 	 
	 			 
	(2) Payment due:	 	 After the report, month-end closing, next month-end payment
	 		 	 
	 			 
	Payment Methods:	 	 Bank account transfer
	 		 	 
	 			 
	Delayed payment:	 	 14.6% per year
	 		 	 
	 			 
	*If there are any changes, describe the change history below.	 		 		 	 
	  
	 		 		 		 	 
	[Change history]	 	 	 	 	 	 


  
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