Download J/Smart™ Specifications Agreement

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J/Smart™ 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/Smart™ Specification designated by JCB as a brand manager (hereinafter " J/Smart™ 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 the 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 set forth in the item (ii) of this Article.

  5. (v)

    To the minimum extent necessary set forth in the item (ii) of this Article, 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 company or subsidiary pursuant to the item (iv) of this Article, or grant a sublicense to use the Specifications to the third party pursuant to the item (v) 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 the provisions as set forth in Article 4

    5. (e)

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

    6. (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 conducting the test to confirm functions of product, which is performed by JCB or its contractor, 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.

Article 3 (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 the public at the time of disclosure;

    2. (b)

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

    3. (c)

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

    4. (d)

      is obtained lawfully by you from a third party other than JCB without you being under any obligation of confidence; or

    5. (e)

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

  2. (ii)

    Except as otherwise specified explictly in this Agreement, Confidential Information shall not be disclosed to any third party without prior written consent of JCB.
    However, in the case that the Receiving Party is required to disclose any part of the Confidential information is enforced by any applicable law, regulation or order of governmental organization and the like, the Receiving Party may disclose the said Confidential Information to the minimum extent that the Receiving Party is required.
    If you disclose Confidential Information to any third party with prior written concent of JCB, the third party shall be regarded as Recipient. You shall impose on Recipient the same degree of obligation of confidentiality as those imposed under this Agreement.

  3. (iii)

    You must prepare necessary rules concerning the handling of trade secrets, collect pledges of confidentiality from you or Recipient, and take any other measures required for the strict observation of obligation of confidentiality provided in this Article.

  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)

    Except as otherwise specified explictly in this Agreement, 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 of you or Recipient 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 including the copies disclosed to Recipient thereof. Upon destruction you shall immediately send to JCB a written notice thereof.

  8. (viii)

    JCB may, in the event that you are in breach of this Agreement, demand damages unless such breach arises out of or in relation to any cause or causes beyond the reasonable control of you affected ("Force Majeure").

Article 4 (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 as set forth in this Agreement 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.

  3. (iii)

    JCB shall not be liable for any damages, 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 has been advised of the possibility of such damages.

Article 5 (Termination)

  1. (i)

    If you breach 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. Besides, JCB may immediately terminate this Agreement forthright without further notice when the breach of this Agreement is not rectified in terms of general social norms.

  2. (ii)

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

    1. (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 by or against you, or the enforcement proceeding for delinquent taxes has been made against you

    2. (b)

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

    3. (c)

      Any other material breach or act of disloyalty was committed by you.

  3. (iii)

    Notwithstanding to the foregoing provisions in this Article, this Agreement will be automatically terminated at the time you and all Recipients destruct all of the Specifications and send to JCB a written notice thereof.

Article 6 (Anti-social Forces)

  1. (i)

    You represent, warrant, and covenant to JCB that you and your directors do not, and will not in the future, fall into any of the followings:

    1. (a)

      Crime syndicate (including its members, its former members for whom five 5 years have not yet passed since leaving a crime syndicate, its quasi-members or its related companies)

    2. (b)

      Corporate racketeers, forces disguising themselves as social or political movements, or special intellectual violent organizations

    3. (c)

      A person who is deemed to have a symbiotic relationship with any of the above (a) or (b) ("Crime Syndicate etc.) due to falling into any of the followings:

      1. (1)

        A person whose management is controlled by a Crime Syndicate etc.,

      2. (2)

        A person whose management a Crime Syndicate etc., is substantially involved in,

      3. (3)

        A person who wrongfully uses a Crime Syndicate 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,

      4. (4)

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

      5. (5)

        A person who has a socially blamable relationship with a Crime Syndicate etc., including a company or an organization whose director or other person substantially participating in management has the same relationship with a Crime Syndicate etc.

    4. (d)

      Any other person equivalent to any of the previous items.

  2. (ii)

    You covenant to JCB that it will not do, or cause any third party to do, any of the following acts:

    1. (a)

      Violent demand;

    2. (b)

      Undue demand beyond legal responsibilities;

    3. (c)

      Threatening behavior or using violent force regarding transactions;

    4. (d)

      Damaging JCB’s credit or obstructing JCB’s business by spreading false rumors or by the use of fraudulent means or forces;

    5. (e)

      Any other act equivalent to any of the previous items.

  3. (iii)

    If JCB finds that you have any transactional relationship with a Crime Syndicate etc., or any other person who falls into any item of the above paragraph (i) (collectively, "Anti-social Forces"), the JCB is entitled to request you to immediately take a necessary step to cancel, terminate or withdraw all transactional relations which you have with an Anti-social Forces.
    You covenant to JCB that, unless there is a justifiable ground, it shall make an effort to cancel, terminate or withdraw all transactional relations with an Anti-social Forces if requested by JCB to do so pursuant to this paragraph.

  4. (iv)

    JCB immediately terminate this Agreement without any demand to you if (a) any representation, warranty or covenant made by you under the above paragraph (i) turns out to be untrue or false, or (b) you breache any of its obligations set forth in the above paragraph (i) through paragraph (iii).

  5. (v)

    JCB shall be in no event liable or responsible for any damage, loss or expense incurred by you due to termination of this Agreement by JCB pursuant to the preceding paragraph.
    Further, JCB shall be entitled to request you to pay for any and all damages, losses and expenses incurred by JCB due to termination of this Agreement by JCB pursuant to the preceding paragraph.

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 (Governing Law and Jurisdiction)

This Agreement shall be governed by and construed in accordance with the Laws of Japan and in the event of any dispute or controversy, you hereto hereby consent to the exclusive jurisdiction of the Tokyo District Court of Japan for the settlement of disputes arising out of this Agreement.

Article 9 (Export Control)

  1. (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 technical information provided by JCB, nor shall it use by itself or allow any third party to use confidential information, in whole or in part, for the said purposes.

  2. (ii)

    When the direct or indirect handling by you of confidential information, in whole or in part, falls under any of the cases set forth in the following Paragraphs, 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:

    1. (a)

      Exporting from Japan;

    2. (b)

      Taking out of the country of your residence;

    3. (c)

      Providing to or permitting use by a non-resident company

    4. (d)

      Cases other than (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)

  1. (i)

    You shall not request JCB to pay any compensation or fees on account of termination of this Agreement.

  2. (ii)

    Regarding any matters not provided for in this Agreement, 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.

  3. (iii)

    Article 1(iii), 3, 4, 6(v), 8 and item (i) of this Article shall remain effective after termination of this Agreement.

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