Download J/Secure™ Specifications Agreement

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J/Secure™ Specifications License Agreement

This Agreement is to provide for the contractual relationship between JCB Co., LTD. (hereinafter "JCB") and you regarding the handling of, and confidentiality of, the J/Secure™ Specification designated by JCB as a brand manager (hereinafter "J/Secure™ Specification") and other technical information and materials related thereto (including all copies thereof, hereinafter collectively referred to as "Specifications") that will be disclosed by JCB to you. You must accept all of the terms of this Agreement before viewing, downloading or taking possession of this Specification. By clicking on the "ACCEPT" button below, or otherwise viewing, downloading or taking possession of the Specification, you agree to all the terms and conditions of this Agreement.

Article 1 (Grant of the License)

  1. (i)

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

  2. (ii)

    JCB hereby grants to you a non-exclusive license to use the Specifications solely for the purpose to develop, manufacture and sell certain products (hereinafter "Product") by using the Specifications disclosed by JCB to you. You shall not use the Specifications for any purpose other than 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.

  3. (iii)

    Except as otherwise specified in this Agreement, 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.

  4. (iv)

    You may disclose the Specifications to officers and employees of your parent or subsidiary to the minimum extent that those persons are required to know for the purpose to develop the Product.

  5. (v)

    To the minimum extent necessary to develop the Product, you may grant a sublicense to use the Specifications to such third party and disclose the Specifications to officers and employees of such third party as is or will be entrusted by you to develop the Product.

  6. (vi)

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

    1. (a)

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

    2. (b)

      You shall put a display showing that the copyright and all the other intellectual property right belong to JCB on the Specifications that will be disclosed to Recipient.

    3. (c)

      You shall cause any Recipient to agree to be bound by and comply with confidentiality obligations that will be the same as charged to you hereunder. You hereby acknowledge and agree that all of responsibilities arising out of breach by any Recipient of its confidentiality obligations shall be born by you.

    4. (d)

      Recipient shall acknowledge and agree that (i) JCB discloses the Specifications on the condition that all of responsibilities arising out of or relating to the Specifications shall be born by you and JCB will not provide any representations or warranties, expressly or impliedly, legally or otherwise, relating to the Specifications and (ii) JCB shall be in no event responsible for maintenance of any part of the Specifications and (iii) Recipient shall indemnify and hold harmless JCB from or against any damage, loss, or claim arising out of or relating to use of the Specifications by Recipient, as set forth in Article 5.

    5. (e)

      Recipient shall not grant a license or sublicense, assign, lease or deliver the Specifications disclosed hereunder, to any third person. (f) You shall cause Recipient to return to you all of the Specifications immediately after completing to develop the Product or termination of negotiation with such Recipient regarding development of the Product.

Article 2 (Testing of the Product)

Without prior consent of JCB, you shall not commercially use, lease or sell the Product that has been developed by you in accordance with the Specifications. JCB has the right to conduct the testing designated by JCB to confirm any malfunction against such Product.

Article 3 (Sale of the Product)

If you sell the Product to your customers by yourself or through your distributor or any leasing company, you shall abide by all of the following conditions:

  1. (a)

    You shall not tie, in whole or in part, the Specifications with the Product,

  2. (b)

    Without prior written consent of JCB, you shall not put on the Product or otherwise use in connection with the Product, the trademark of "JCB" or its counterpart written in whatever languages or "J/Secure™".

  3. (c)

    You shall take any and all reasonable measures preventing its customers from making any copies, modifications, reverse-engineering, reverse-compiling, or reverse-assembling of the Product.

Article 4 (Confidentiality)

  1. (i)

    The Confidential Information hereunder shall mean any and all of Specifications that will be disclosed pursuant to this Agreement by JCB to you with a notice by JCB informing the nature of confidentiality thereof in whatever forms or means; provided, however, that the Confidential Information hereunder shall not include the following information that:

    1. (a)

      is already known to you prior to disclosure by JCB,

    2. (b)

      is known or available to the public at the time of disclosure by JCB, or

    3. (c)

      becomes available to you other than as a result of disclosure by JCB to you.

  2. (ii)

    Except as otherwise specified in this Agreement, Confidential Information shall not be disclosed to any third party without prior written consent of JCB.

  3. (iii)

    The Confidential Information disclosed by JCB to you hereunder shall be kept confidential and managed by you with duty of care.

  4. (iv)

    The Confidential Information shall be disclosed only to your officers or employees who will be required to know and agree to comply with the same confidential obligations as set forth in this Article.

  5. (v)

    You shall not make a copy of any part of the Confidential Information without prior written consent of JCB. If you make a copy thereof with prior written consent of JCB, you shall put on all copied materials a display regarding the copyright or other intellectual property rights that will be the same as made on the Confidential Information.

  6. (vi)

    You shall take any and all measures necessary to ensure that the confidential obligations of officers or employees to whom the Confidential Information is disclosed shall survive their resignation from you.

  7. (vii)

    Upon the termination of this Agreement or at the request of JCB, you shall immediately return to JCB or otherwise destruct the Confidential Information and all copies thereof. Upon destruction you shall immediately send to JCB a written notice thereof.

Article 5 (Indemnification and Disclaimer)

  1. (i)

    You hereby acknowledge and agree that JCB discloses the Specifications on the condition that any responsibilities arising out of or relating to the Specifications 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 otherwise is hereby specifically disclaimed by JCB.

  2. (ii)

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

    JCB shall not be liable for any damages, loss or claim, including without limitation, any direct, indirect, special, consequential, incidental 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 has been advised of the possibility of such damages.

Article 6 (Termination)

  1. (i)

    If you breaches any part of this Agreement and such breach is not cured within one month of written notice by JCB, JCB may terminate this Agreement. If such breach is not cured, you shall cease use of the Specifications.

  2. (ii)

    If any of the following events has occurred to either party hereto, the other party may immediately terminate this Agreement without any written notice:

    1. (a)

      Either party has become unable to pay debts or any of provisional seizure, attachment, foreclosure, bankruptcy, reorganization, corporate arrangement or any other similar proceeding is petitioned by or against either party, or the enforcement proceeding for delinquent taxes has been made against either party,

    2. (b)

      Suspension of transactions with banks or similar institutions has been made against either party by Clearing House, or

    3. (c)

      Either party has made material breach that would destroy the confidential relationship between the parties hereto.

    4. (d)

      The other party or any of its directors or employees has turned out to be a member of the "Anti-social Group"(defined as an organization or an individual pursuing economic interests by means of violence, illegal force or fraud under the "Policy to be adopted by business enterprises for prevention of damages caused by the Anti-social Group", the agreement made as of June 19, 2007 among secretaries of the Ministerial Council on the Anti-Crime Measures, hereinafter the same), or the other party or any of its directors or employees has notified that it is a member of the Anti-social Group or made an unfair request on the basis of the status of itself or its related parties as the Anti-social Group.

  3. (iii)

    This Agreement will be terminated at the time you and all Recipients destruct all of the Specifications and send to JCB a written notice thereof.

Article 7 (Waiver of License and Obligations After Termination)

For whatever reasons this Agreement is terminated, once this Agreement is terminated, the license granted to you shall be immediately void, and you shall in no event use or sell any Product or any other product in process related thereto that is held by you as an inventory after termination of this Agreement.

Article 8 (Miscellaneous)

  1. (i)

    Each party shall not request the other party to pay any compensation or fees on account of termination of this Agreement.

  2. (ii)

    You shall not assign, transfer, pledge or otherwise encumber, in whole or part, its rights and obligations hereunder to any third party.

  3. (iii)

    This Agreement shall be governed by and construed in accordance with the laws of Japan and the parties hereto hereby consent to the exclusive jurisdiction of the Tokyo District Court of Japan for the settlement of disputes arising out of this Agreement.

  4. (iv)

    In the event certain matters not provided in this Agreement or ambiguity regarding certain articles hereof may occur, the parties hereto shall discuss such matters or articles with its most sincerity and make the best efforts to settle them.

  5. (v)

    Article 1, 2, 3, 4, 5, 7 and item (iv) of this Article shall remain effective after termination of this Agreement.

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