Article 1 (Grant of the License)

(i) You hereby acknowledge and agree that the copyright and any other intellectual property right relating to the Specifications belong to JCB.

(ii) JCB hereby grants to you a non-exclusive license to use the Specifications solely for the purpose of scoping, developing and manufacturing certain products (hereinafter "Products") by using the Specifications disclosed by JCB to you. You shall not use the Specifications for any purpose other than as set forth above. You shall in no event modify, alter or otherwise change, in whole or in part, the Specifications that are disclosed to you by JCB hereunder.

(iii) Except as otherwise specified in these Terms and Conditions, you shall not disclose, grant a sublicense to use, assign, transfer, pledge or otherwise dispose of the Specifications in whole or in part to any third party.

(iv) You may disclose the Specifications to officers and employees of your parent company or subsidiary to the minimum extent that those persons are required to know the Specifications for the purpose set forth in paragraph (ii) of this Article.

(v) To the minimum extent necessary set forth in paragraph (ii) of this Article, you may grant a sublicense to use the Specifications to a third party to whom you will entrust the development of the Product and disclose the Specifications to officers and employees of such third party.

(vi) If you disclose the Specifications to your parent company or subsidiary pursuant to paragraph (iv) of this Article, or grant a sublicense to use the Specifications to a third party pursuant to paragraph (v) of this Article, you shall abide by all of the following conditions:

(a) You shall not modify, alter or change any part of the Specifications that will be disclosed to your parent, your subsidiary or any third party (hereinafter "Recipient").

(b) You shall put, on the Specifications that will be disclosed to the Recipient, a notation or legend stating or showing that the copyright and all other intellectual property rights belong to JCB.

(c) You shall cause the Recipient to agree to be bound by and comply with confidentiality obligations that will be the same as those imposed on you hereunder. You hereby acknowledge and agree that all of responsibilities and liabilities arising out of a breach by the Recipient of its confidentiality obligations shall be borne by you.

(d) The Recipient shall acknowledge and agree to the provisions as set forth in Article 4.

(e) The Recipient shall not grant a license or sublicense, assign, lease or deliver the Specifications disclosed hereunder, to any third person.

(f) You shall cause the Recipient to return to you all of the Specifications immediately after completing the development of the Product or the termination of negotiations with the Recipient regarding the development of the Product.

Article 2 (Prohibited Acts)

You shall not commercially use, lease, sell or have any third party sell the Product that has been developed by you in accordance with the Specifications until and unless the completion of a test to confirm the functions of a Product, which test will be performed by JCB or its contractor.

Article 3 (Confidentiality)

(i) Confidential Information hereunder shall mean any and all of the Specifications (including without limitation all information, documents, and materials regarding, referring to, describing, or containing the Specifications) that will be disclosed pursuant to these Terms and Conditions by JCB to you (the “Receiving Party”) in whatever form or means; provided, however, that Confidential Information hereunder shall not include information that:

(a) is already known to the public at the time of disclosure;

(b) is already rightfully in your possession at the time of disclosure without you being under any obligation of confidence;

(c) is or becomes known to the public for any cause other than attributable to you;

(d) is obtained lawfully by you from a third party (i.e., other than JCB) without you being under any obligation of confidence; or

(e) is developed by you independently without depending on the disclosed information.

(ii) Except as otherwise specified explicitly in these Terms and Conditions, Confidential Information shall not be disclosed to any third party without the prior written consent of JCB. However, in the case that you, as the Receiving Party, is required to disclose any part of Confidential Information pursuant to any applicable law, regulation or order of governmental organization, you may disclose the said Confidential Information to the minimum extent that you are required. If you disclose Confidential Information to any third party with the prior written consent of JCB, that third party shall be regarded as a Receiving Party. You shall impose on that Receiving Party the same degree of obligations of confidentiality as those imposed on you under these Terms and Conditions.

(iii) You must prepare necessary rules concerning the handling of trade secrets, obtain and submit pledges of confidentiality from your officers or employees and all Recipients, and take any other measures required for the strict observation of obligations of confidentiality provided in these Terms and Conditions.

(iv) Confidential Information may be disclosed only to your officers or employees who are required to know that Confidential Information and who agree to comply with the same confidential obligations set forth in these Terms and Conditions.

(v) Except as otherwise specified explicitly in these Terms and Conditions, you shall not make a copy of any part of any Confidential Information without the prior written consent of JCB. If you make a copy thereof with the prior written consent of JCB, you shall put on all copied materials a notation or legend regarding copyright and all other intellectual property rights that is the same as those made on the Confidential Information.

(vi) You shall take any and all measures necessary to ensure that the confidential obligations of the officers or employees of you, a Recipient or a Receiving Party to whom Confidential Information is disclosed shall survive their resignation or termination from work.

(vii) Upon the termination of these Terms and Conditions or at the request of JCB, you shall immediately return to JCB or otherwise destroy all Confidential Information and all copies thereof including copies disclosed to a Receiving Party. Upon destruction you shall immediately send to JCB a written notice thereof.

Article 4 (Indemnification and Disclaimer)

(i) You hereby acknowledge and agree that JCB will disclose the Specifications to you on the condition that all responsibilities and liabilities arising out of or relating to the Specifications as set forth in these Terms and Conditions shall be borne by you. Any express or implied warranty of non-infringement, or condition of merchantability, merchantable quality, or fitness for a particular purpose, or any other warranty is hereby specifically disclaimed by JCB.

(ii) JCB shall in no event be responsible for maintaining, modifying, up-dating, or up-grading any part of the Specifications.

(iii) JCB shall not be liable for any damage, loss or claim, including without limitation any direct, indirect or punitive damages suffered by you or any third party arising out of or relating to the use of or the inability to use the Specifications, even if JCB is advised of the possibility of such damages.

(iv)In the event that you are in breach of these Terms and Conditions, JCB may demand damages unless such breach arises out of or in relation to any cause or causes beyond your reasonable control (“Force Majeure”).

Article 5 (Termination)

(i) If you breach any part of these Terms and Conditions and such breach is not cured within one month after your receipt of a written notice from JCB, JCB may terminate these Terms and Conditions. Upon JCB's termination of these Terms and Conditions, you shall immediately cease the use of the Specifications.

(ii) If any of the following events occurs to you, JCB may immediately terminate these Terms and Conditions without any written notice:

(a) You become unable to pay debts; or any of provisional seizure, attachment, foreclosure, bankruptcy, reorganization, corporate arrangement or any other similar proceeding is petitioned or filed by or against you; or an enforcement proceeding for delinquent taxes has been started against you;

(b) Suspension of transactions with banks or similar institutions has been made against you by a clearing house; or

(c) Any other material breach is committed by you.

Article 6 (Exclusion of Anti-social Forces)

(i) Each party represents, warrants, and covenants to the other party that the representing party and its directors do not, and will not in the future, fall into any of (a) a crime syndicate, (b) crime syndicate members or former members for whom five (5) years have not yet passed since leaving a crime syndicate, (c) crime syndicate quasi-members, (d) crime syndicate related companies, (e) a corporate racketeers, (f) forces disguising themselves as social or political movements, (g) special intellectual violent organizations, (h) terrorists, (i) a person who is designated by a Japanese or foreign government as subject to economic sanctions (the above (a) through (i) are collectively referred to as “Crime Syndicate Members, etc.”), (j) a person who is deemed to have a symbiotic relationship with the Crime Syndicate Members, etc., or (k) any other person equivalent to any of the above items (the above (a) through (i) are collectively referred to as “Anti-Social Forces”).

(ii) If a person falls into any of the following, that person is deemed to have a symbiotic relationship with the Crime Syndicate Members, etc.:

(a) A person whose management is controlled by a Crime Syndicate Member, etc.;

(b) A person in whose management a Crime Syndicate Member, etc.is substantially involved;

(c) A person who wrongfully uses a Crime Syndicate Member, etc., for the purpose to make unjust benefits of his/her own or a third party or to inflict any damage on a third party;

(d) A person who provides funds or other benefits to, or otherwise is involved in any activity of, a Crime Syndicate Members etc.;

(e) A person who has a socially questionable relationship with a Crime Syndicate Member, etc., including a company or an organization whose director or other person substantially participating in management has the same relationship with a Crime Syndicate Member, etc.; or

(f) A person who intends to expand his/her own benefits by embracing an opportunity of fund raising activities made by a Crime Syndicate Member, etc., or otherwise by using the forces, information power, or funding power of a Crime Syndicate Member, etc.

(iii) Each party covenants to the other party that it will not do, or cause any third party to do, any of the following acts:

(a) Violent demand;

(b) Undue demand beyond legal responsibilities;

(c) Threatening behavior or using violent force regarding transactions;

(d) Damaging the other party's credit or obstructing the other party's business by spreading false rumors or by the use of fraudulent means or forces; or

(e) Any other act equivalent to any of the previous items.

(iv) Each party represents and warrants to the other party that, to the actual knowledge of the representing party, its advisers and employees (collectively referred to as “Employees, etc.”) do not fall within the definition of a Crime Syndicate Member, etc. Each party covenants to the other party that, if any of its Employees, etc. or directors turns out to be an Anti-Social Force or commits any act set forth under the preceding paragraph, it will make endeavors to immediately terminate the employment, advisory or mandatory contract made with the said Employee, etc. or the said director.

(v) If either party finds that the other party has any transactional relationship with an Anti-Social Force, the finding party is entitled to request the other party to immediately take the necessary steps to cancel, terminate or withdraw all transactional relations which the other party has with the Anti-social Force. Each party covenants to the other party that, unless there is a justifiable ground, it shall make the effort to cancel, terminate or withdraw all transactional relations with Anti-social Forces if requested by the other party to do so pursuant to this paragraph.

(vi) Either party may immediately terminate all agreements and these Terms and Conditions regarding all transactions with the other party without any demand to the other party if (a) any representation, warranty or covenant made by the other party under the above paragraph (i) turns out to be untrue or false, or (b) the other party breaches any of its obligations set forth in the above paragraphs (iii) through (v).

(vii) The party exercising the termination right under the preceding paragraph (“Terminating Party”) shall in no event be liable or responsible for any damage, loss or expense incurred by the other party (“Breaching Party”) due to termination of any agreement and these Terms and Conditions by the Terminating Party pursuant to the preceding paragraph. Further, the Terminating Party shall be entitled to request the Breaching Party to pay for any and all damages, losses and expenses incurred by the Terminating Party due to termination of all agreements and these Terms and Conditions by the Terminating Party pursuant to the preceding paragraph.

Article 7 (End of License and Obligations after Termination)

If these Terms and Conditions are terminated for any reason, the license granted to you shall become immediately void, and you shall in no event continue to use or sell any Product or any other product in process related thereto that is held by you as inventory after the termination of these Terms and Conditions.

Article 8 (Governing Law and Arbitration)

These Terms and Conditions shall be governed by and construed in accordance with the laws of Japan; and in the event of any dispute or controversy arising out of these Terms and Conditions, you hereby consent that the dispute or controversy shall be finally settled by arbitration in accordance with the Commercial Arbitration Rules of The Japan Commercial Arbitration Association. The place of the arbitration shall be Tokyo, Japan.

Article 9 (Export Control)

(i) You shall not develop, design, produce, store, rent, assign or license to use weapons of mass destruction, such as nuclear weapons, chemical weapons or biological weapons, or devices such as missiles capable of delivering the same, or conventional weapons, based on any technical information provided by JCB, nor shall you use by yourself or allow any third party to use Confidential Information, in whole or in part, for the said purposes.

(ii) When the direct or indirect handling by you of Confidential Information, in whole or in part, falls under any of the following cases, you shall take steps to confirm the regulations of the Foreign Exchange and Foreign Trade Law and foreign laws on export control such as export control rules in the U.S., and shall follow the necessary procedures:

(a) Exporting from Japan;

(b) Taking out of the country of your residence;

(c) Providing to or permitting use by a non-resident company; or

(d) Cases other than items (a) through (c) above, where relevant provisions are set forth in the “Foreign Exchange and Foreign Trade Law” or any foreign laws related to exports.

Article 10 (Miscellaneous)

(i) You shall not request JCB to pay any compensation or fees on account of the termination of these Terms and Conditions.

(ii) Regarding any matters not provided for in these Terms and Conditions, or in the case of any doubt regarding any provision hereof, both parties shall resolve the problem amicably through discussions carried out in good faith.

(iii) Articles 1(iii), 3, 4, 6, 8 and 10 shall remain effective after the termination of these Terms and Conditions.