ࡱ>  Rbjbj.Hrr EEEEEYYY8\YA=.k FAHAHAHAHAHAHA$DG<lAE==lAEETA"""FEEFA"FA""RJ>@P[w>? 2AA0A^?G!^G<@GE@L"lAlA"AG + :  Form of option for Non-exclusive license 2011/3/28 COLLABORATIVE RESEARCH AGREEMENT THIS COLLABORATIVE RESEARCH AGREEMENT (this Agreement), effective as of the _____ day of ______, 20__ (the Effective Date), is made by and between 鶹AV, a national university corporation duly organized under the laws of Japan, having a principal address at 1-3-2 Kagamiyama, Higashi-Hiroshima City, Hiroshima Pref., 739-8511, Japan (University), and [XYZ Corporation], a corporation duly organized under the laws of ______, having a principal place of business at ___________________, (XYZ). Recitals XYZ is engaged in developing [please state XYZs current project] and University is a non profit educational institution. XYZ wishes University to undertake, and University is willing to undertake, a research project (the Research Project as further defined in Section 1.01), which will further the instructional and research objectives of University. NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, University and XYZ agree as follows: Article i Definitions Section 1.01 When used in this Agreement, except as otherwise expressly provided herein or unless the context herein otherwise requires, the following terms shall have the respective meanings indicated below: Affiliate means with respect to XYZ any corporation, company or other legal entity which directly or indirectly through one or more intermediaries is controlled by XYZ. For purposes of this definition, control means the direct or indirect beneficial ownership of greater than fifty percent (50%) of the outstanding shares of stock entitled to vote for the election of directors or their equivalents regardless of the form thereof; provided, however, that such corporation, company or legal entity shall be deemed to be an Affiliate of XYZ for purposes of this Agreement only so long as XYZ maintains such ownership or control. this Agreement has the meaning ascribed thereto in the Preamble and includes all Schedules. Background Technology means technologies, inventions and intellectual property rights thereto or therein owned or controlled by a Party that existed before the Effective Date or that are conceived, reduced to practice or discovered outside the scope of the Research Project. The Background Technology of each Party that existed before the Effective Date is set forth in Schedule 1. Claim has the meaning ascribed thereto in Section 9.04. Confidential Information means (a) any information disclosed by the disclosing Party to the receiving Party that is in written, electronic or other tangible form and is identified by notice or legend on the face of such form or in a separate written notice accompanying such form indicating that the information contained therein is confidential or proprietary, and (b) any information disclosed by the disclosing Party to the receiving Party orally or in other intangible form if within thirty (30) days of such disclosure the disclosing Party sends the receiving Party a written notice that identifies such information and indicates that it is confidential or proprietary. Confidential Information may include concepts, data, drawings, specifications, sketches, developments, experiment or evaluation results, technical or customer information, strategies, technology, know-how, trade secrets and software; provided, however, that any of the following shall not be Confidential Information when the receiving Party can establish by written evidence: (1) information that was known to the receiving Party or in its possession prior to or at the time of disclosure; (2) information that was already publicly known prior to receipt thereof or thereafter becomes publicly known through no fault of the receiving Party; (3) information that is or becomes available to the receiving Party without restriction from another source that does not violate any obligation to the disclosing Party; and (4) information that is independently developed by the receiving Party without use of any Confidential Information disclosed hereunder. Effective Date has the meaning ascribed thereto in the Preamble. Filing Decision Period has the meaning ascribed thereto in Section 5.06. Indemnitee has the meaning ascribed thereto in Section 9.04. Inventions means inventions or discoveries (whether or not patentable) that are conceived, reduced to practice or discovered in the course of the Research Project including processes, methods, formulae and techniques. Joint Copyright has the meaning ascribed thereto in Section 5.04. Joint Invention has the meaning ascribed thereto in Section 5.04. License Option has the meaning ascribed thereto in Section 6.01. Licensed Software has the meaning ascribed thereto in Section 6.01. Negotiation Period has the meaning ascribed thereto in Section 6.02. Option Period has the meaning ascribed thereto in Section 6.01. Party means either University or XYZ, and Parties means University and XYZ collectively. Patent means patents, utility models and mask works. Principal Investigator has the meaning ascribed thereto in Section 2.02. Project Coordinators has the meaning ascribed thereto in Section 2.03. Project Term has the meaning ascribed thereto in Section 2.04. Research Personnel means the employees of a Party who participate in the Research Project and includes the Principal Investigators, Project Coordinators and other employees and students (in the case of University), the participation of whom is allowed upon prior written consent of the other Party. Research Project means the collaborative project of University and XYZ as undertaken pursuant to this Agreement and as further set forth in Schedule 2, as may be amended, modified, revised or supplemented from time to time upon agreement of the Parties. University Copyright has the meaning ascribed thereto in Section 5.03. University Invention has the meaning ascribed thereto in Section 5.03. Work Schedule means the development work schedule set forth in Schedule 3. XYZ Copyright has the meaning ascribed thereto in Section 5.02. XYZ Invention has the meaning ascribed thereto in Section 5.02. Section 1.02 (a) The term "including" means "including without limitation". (b) The words "herein", "hereof", "hereto" and "hereunder" refer to this Agreement as a whole, and not to any particular Article, Section, Subsection or Schedule in this Agreement. (c) Words denoting the singular include the plural and vice versa, and words denoting one gender include each gender and all genders. (d) Where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning. (e) Unless the context otherwise requires, references herein to: a person include references to a natural person, firm, partnership, joint venture, company, corporation, association, organization, trust, enterprise, government or department or agency of any government (in each case whether or not having a separate legal personality); a month, quarter and year are references to a month, quarter and year of the Gregorian Calendar; Recitals, Articles, Sections, Subsection, or Schedules refer to the appropriate recitals, articles, sections, subsection or schedules hereof or hereto; a document, instrument and agreement are references to such document, instrument and agreement (including schedules thereto and, where applicable, any of its provisions) as amended, modified, varied, supplemented, novated or replaced and in effect at the time any such reference is operative; a Party include its successors and permitted assigns; a statute or law are construed as references to such statute or law as modified, amended, consolidated, extended or re-enacted and in effect at the time any such reference is operative, and include any administrative guidances, orders, regulations, instruments or other subordinate legislation made under the relevant statute or law; and an authority, association or body whether statutory or otherwise are, if and when any such authority, association or body ceases to exist or is reconstituted, renamed or replaced or the powers or functions thereof are transferred to any other authority, association or body, references respectively to the authority, association or body established or constituted in lieu thereof or as nearly as may be succeeding to the powers or functions thereof. Article II RESEARCH PROJECT Section 2.01 Research Collaboration. Subject to the terms and conditions set forth herein, University hereby agrees to use its best efforts to collaborate with XYZ in pursuing the Research Project and undertake its own responsibilities set forth in Schedule 2, provided that XYZ shall perform its own responsibilities set forth in Schedule 2. Section 2.02 Principal Investigators. The conduct of University activities under the Research Project shall be directed and supervised by [Mr./Ms.____________] or his [or her] successor appointed by University and acceptable to XYZ (the Principal Investigator of University), and the conduct of XYZ activities under the Research Project shall be supervised by [Mr. /Ms.____________] or his [or her] successor appointed by XYZ acceptable to University (the Principal Investigator of XYZ). Section 2.03 Project Coordinators. University hereby designates [Mr. /Ms.____________], and XYZ hereby designates [Mr./Ms.____________], to serve as project coordinators (the Project Coordinators) on behalf of their respective institutions for setting up meetings, managing the Work Schedule and safeguarding the Confidential Information pursuant to the terms of Article VIII. Either Party may change its designated Project Coordinator at any time upon written notice to the other Party. Section 2.04 Project Term. The Research Project is anticipated to be conducted during the period from _____________ through ______________ (the Project Term) in accordance with the Work Schedule. The Project Term and Work Schedule may be modified, terminated or extended only by mutual written agreement of the Parties. Section 2.05 University Mission; No Guarantees of Results. XYZ understands and acknowledges that Universitys primary mission is education and advancement of knowledge and that University will carry out the Research Project in line with that mission. The Principal Investigator of University will in his [her] reasonable discretion determine the manner of performance of Universitys part in the Research Project. University does not guarantee any specific results or any intellectual property from the Research Project. Section 2.06 Similar Research. XYZ understands and acknowledges that University may be involved or participate in similar research through other researchers and will be free to continue or participate in such research, provided that such research is conducted by researchers other than those involved in the Research Project. Article III REPORTS AND MEETINGS Section 3.01 Semi-Annual Report. Each Party shall, principally through its Principal Investigator, provide the other Party with a written semi-annual report covering the progress of the Research Project within forth five (45) days after the last day of each semi-annual period of the Project Term, which report shall provide a summary of work performed and the results obtained in the prior semi-annual period and the work planned for the current semi-annual period. Section 3.02 Meet and Confer. During the Project Term, each Partys Principal Investigator shall meet and confer with the other Partys Principal Investigator at times and places mutually agreed upon to review the progress and results as well as ongoing plans, or changes therein, of the Research Project, but in no event less than annually. In addition, each Partys Principal Investigator may consult informally with the other Partys Principal Investigator with respect to the progress thereof. Section 3.03 Access to Work. Each Party shall have a right to dispatch its Research Personnel to the laboratories of the other Party during the Project Term in order to observe or access the work carried on by the other Partys Research Personnel by obtaining prior written consent of the Principal Investigator of the other Party. Each Party shall bear all travel, accommodation and meal costs and expenses of its own Research Personnel to be dispatched to the other Party, and shall cause its dispatched Research Personnel to observe all rules and regulations relating to visitors then in effect at the laboratories of the other Party. Section 3.04 Final Report. University shall submit a final report summarizing the Research Project within sixty (60) days of the conclusion or termination of the Research Project, which report shall contain any research results obtained from the Research Project. XYZ shall cooperate with University in finalizing such final report. Article IV FUNDING RESEARCH PROJECT Section 4.01 Payments. XYZ shall make payments in the non-refundable amounts set forth in Schedule 4 in advance in accordance with the payment schedule set forth in the same Schedule to fund the conduct of the Research Project by University. The figures in Schedule 4 are the Universitys best estimate of the items set forth in such Schedule. If the actual costs of those items exceed Universitys estimate by ___ percent (__%), XYZ shall reimburse such excess amount to University promptly upon its written request for payment. Section 4.02 Method of Payment. The payments shall be made to University in Japanese Yen without any deduction of any remitting bank commission or fee or otherwise at the following bank account of University or any other bank account University notifies XYZ in writing from time to time: Bank Name: Branch Name: Bank Address: Type of Bank Account: Bank Account Number: Name of the Bank Account Holder: Section 4.03 Other Expenses. Except as expressly provided otherwise in this Article IV, each Party shall bear full responsibility and expense for its own activities pursuant to this Agreement and shall not be entitled to any reimbursement therefor from the other Party. Section 4.04 Ownership of Facilities, etc. Title to any and all facilities, equipment or other items acquired with the money obtained from XYZ shall vest in University upon acquisition. Article V IntelleCtual Property Section 5.01 Background Technology. The Background Technology shall remain the exclusive property of the Party to which the Background Technology belongs. Section 5.02 XYZ Intellectual Property. XYZ shall own all rights in (a) any Invention conceived or discovered solely by XYZ Research Personnel without the use of Universitys resources including facilities, equipment and funds in the course of the Research Project (XYZ Invention) and (b) any copyright or copyrightable material created solely by XYZ Research Personnel without the use of Universitys resources including facilities, equipment and funds in the course of the Research Project (XYZ Copyright). Section 5.03 University Intellectual Property. University shall own all rights in (a) any Invention conceived or discovered solely by University Research Personnel in the course of the Research Project (University Invention) and (b) any copyright or copyrightable material created solely by University Research Personnel in the course of the Research Project (University Copyright). Section 5.04 Joint Intellectual Property. University and XYZ shall jointly own all rights in (a) (i) any Invention conceived or discovered jointly by one or more Research Personnel of both University and XYZ in the course of the Research Project and (ii) regardless of the joint inventorship requirement under the law where its prosecution is made, any Invention conceived or discovered solely by XYZ Research Personnel in the course of the Research Project with the use of Universitys resources including facilities, equipment and funds (the Inventions set forth in (i) and (ii) above, collectively, Joint Invention), and (b) (i) any copyright or copyrightable material created jointly by one or more Research Personnel of both University and XYZ in the course of the Research Project and (ii) any copyright or copyrightable material created jointly by one or more Research Personnel of XYZ with the use of Universitys resources including facilities, equipment and funds (Joint Copyright). The joint ownership of Joint Invention and Joint Copyright shall for all purposes mean that notwithstanding anything provided for in law where rights or enforcement is sought, each Party shall be entitled to independently assign, license, enforce, collect royalties, make, have made, use, offer for sale, sell, copy and otherwise enjoy the benefits of, such Joint Invention or Joint Copyright without any obligation to account to, obtain permission from, or share royalties with, the other Party. Section 5.05 Invention Disclosure. Each Party shall promptly provide the other Party with a written disclosure of any XYZ Invention (in the case of the providing Party being XYZ), University Invention (in the case of the providing Party being University) or Joint Invention (in the case of the providing Party being XYZ or University) within ______ (__) days after such Invention is disclosed to University or XYZ by their respective Research Personnel. The receiving Party shall retain all Invention disclosures submitted by the providing Party in confidence and prevent their disclosure to third parties. Notwithstanding anything contrary provided for herein, the receiving Party shall be relieved of this obligation only when such information becomes publicly available through no fault of the receiving Party. Section 5.06 Filing Patent Applications. For a period of _____ (__) days from written disclosure of any University Invention or Joint Invention pursuant to Section 5.05 (such period, the Filing Decision Period), XYZ shall have the right, in its sole discretion and at its request and expense, to have University file Patent applications for such Invention in any and all countries of the world which XYZ, in its sole judgment, determines are of sufficient interest to merit such filing. Patent applications relating to any University Invention shall be filed, prosecuted and maintained by University in its name, using patent counsel acceptable to XYZ. Patent applications relating to any Joint Invention shall be filed, prosecuted and maintained by University [XYZ] using patent counsel acceptable to XYZ [University]. Section 5.07 Right to Review Patent Applications. XYZ shall have the right to review and comment upon Patent applications for any University Invention or Joint Invention and correspondence with the relevant patent offices and shall be provided with drafts thereof sufficiently in advance to reasonably allow for such review and comment. Section 5.08 Prosecution Documents. University agrees that it will cause to be signed by relevant University Research Personnel all documents of assignment or other documents necessary to file and prosecute Patent applications for University Inventions or Joint Inventions, and that University will do whatever XYZ reasonably requests to obtain and maintain such Patent rights, at the expense of XYZ. Section 5.09 Filing at Universitys Expense. If XYZ elects not to have a Patent application filed in any country with respect to a University Invention or Joint Invention within _____ (__) days from written disclosure of any University Invention or Joint Invention pursuant to Section 5.05, University may, at its own expense, file and prosecute such Patent application, and such Patent application and any Patents issuing therefrom shall not be included within the license option granted to XYZ pursuant to Section 6.01, and University will be free to license its rights in such Patent to any third party or assign such Patent to any third party. Article VI LICENSE OPTION and LICENSE Section 6.01 Grant of Commercial License Option. For a period of ____ (__) days after the end of Filing Decision Period (such period, the Option Period), University hereby grants to XYZ a first option, without option fee other than the payments set forth in Section 4.01, (a) for XYZ and its Affiliates to acquire a non-exclusive, royalty bearing, worldwide license with the right to grant sublicenses, to develop, make, have made, use, offer for sale, sell and otherwise dispose of, products and methods practicing any University Invention or Universitys Background Technology (such option, the License Option). Upon XYZs request, University agrees to include in the License Option any computer software and its documentation falling under a University Copyright or Joint Copyright, if any (such computer software and documentation, collectively, the Licensed Software). Section 6.02 Exercise of License Option. In the event that XYZ notifies University in writing of its exercise of the License Option to acquire a non-exclusive license under Section 6.01, the Parties shall proceed in good faith to negotiate a license agreement on commercially reasonable terms within _____ (__) months (such period, the Negotiation Period) after notification of such exercise; provided, however, that under the license agreement, XYZ or its Affiliates shall agree at least to diligently develop any licensed University Invention or Joint Invention for commercialization within _____ (__) year(s) from the effective date of the license agreement and pay to the University (a) a reasonable upfront license fee, (b) reasonable running royalties on products and/or use of methods practicing any University Invention or Universitys Background Technology and the Licensed Software, and (c) reasonable royalties on any royalty free cross licensing or other non-monetary compensation received by XYZ and/or its Affiliates from XYZs licensees. Section 6.03 Non-Exclusive Research License to XYZ. University hereby grants to XYZ a non-exclusive, royalty free, paid-up, worldwide license to internally (and not commercially) use University Inventions, University Copyrights and Universitys Background Technology for the purpose of carrying out its responsibility of the Research Project during the Project Term. Section 6.04 Non-Exclusive Research License to University. XYZ hereby grants to University a non-exclusive, royalty free, paid-up, perpetual, irrevocable, worldwide license to use XYZ Inventions, XYZ Copyrights and XYZs Background Technology for internal academic research and for teaching purposes (and not for any commercial or profit or private purpose). Section 6.05 Further Assurance. Each Party shall at the request of the other Party promptly execute and deliver, or cause to be executed and delivered, to the other Party such further instruments or take all such further actions as may be reasonably necessary or appropriate to confirm or carry out the provisions of the transactions contemplated hereby. Section 6.06 Moral Rights Waiver. Each Party confirms that any and all moral rights that it or its Research Personnel may have in its Copyrights or Joint Copyrights have been waived. ARTICLE VII PUBLICATION Section 7.01 Publication. University and its Research Personnel will be free to publish or publicly disclose any or all results of the Research Project through journals or lectures or otherwise after providing a copy of each proposed publication to XYZ at least _____ (__) days prior to the intended submission of any written publication or any other public disclosure to allow XYZ to determine whether any patentable or potentially patentable Invention would be disclosed or any of XYZs Confidential Information would be inadvertently disclosed. If the proposed publication or disclosure contains any of XYZs Confidential Information, University shall remove or cause the author to remove such Confidential Information prior to its submission for publication or public disclosure. Section 7.02 Delay of Publication. In the event that the proposed publication would disclose any patentable or potentially patentable Invention, University shall, at XYZs reasonable request, delay or cause the author to delay submission of such written publication or other public disclosure for a period up to an additional _____ (__) days to enable University or XYZ to file a Patent application. ARTICLE VIII CONFIDENTIAL INFORMATION Section 8.01 Non-Disclosure and Limited Use. Each Party (the receiving Party) shall maintain the confidentiality of any Confidential Information disclosed by the other Party (the disclosing Party) or learned by the receiving Party at the disclosing Partys laboratories or other premises, shall not disclose, without the prior written consent of the disclosing Party, any Confidential Information to any entity or person other than the Research Personnel of the receiving Party who has a need to know such Confidential Information for carrying out the purpose contemplated hereby and has agreed in writing to the same obligations of confidentiality and restrictions on use as those to which the receiving Party is bound hereby, shall not copy or reproduce any Confidential Information without the written authorization of the disclosing Party except to the extent reasonably required for internal circulation for such purpose, and shall not use any Confidential Information for itself or others for any purpose other than in connection with the Research Project. In protecting Confidential Information, the receiving Party shall take all necessary precautions and Confidential Information shall be treated in the same manner and with the same degree of care as the receiving Party applies with respect to its own confidential information but in no event less than reasonable care. Section 8.02 Exceptions to Confidentiality. Notwithstanding Section 8.01, the receiving Party may disclose to any third party Confidential Information that is required to be disclosed to such party by law or regulation or in response to a valid order of a court or other governmental body, but only to the extent of and for the purpose of such law, regulation or order, and only if the receiving Party first notifies the disclosing Party of such required disclosure and uses its best efforts to seek an appropriate legal remedy including a protective order to maintain the confidentiality of the Confidential Information or minimize disclosure thereof, and permits the disclosing Party, at its expense, to seek such legal remedy. Section 8.03 Equitable Relief. The receiving Party acknowledges that its breach of the non-disclosure or limited use obligations under Section 8.01 may result in immediate and irreparable harm to the disclosing Party, and the disclosing Party shall be entitled to seek equitable relief, including a temporary restraining order and preliminary injunction, to compel the receiving Party to cease and desist all unauthorized use and disclosure of the Confidential Information. If the receiving Party becomes aware of any breach or threatened breach of the non-disclosure or limited use obligations under Section 8.01 by the receiving Party or by any of the receiving Partys Research Personnel (whether or not such person is then still in such capacity), the receiving Party shall forthwith notify the disclosing Party in writing thereof, giving all available details, and the receiving Party shall at its own cost and at the disclosing Partys direction, take such steps as the disclosing Party may reasonably require in order to minimize the loss which the disclosing Party may otherwise suffer as a result of such breach, whether by court proceedings or otherwise. The receiving Party hereby acknowledges that money damages will be an inadequate remedy with respect to the injury that will be suffered by the disclosing Party by reason of breach by the receiving Party of its non-disclosure or limited use obligations hereunder and the receiving Party hereby consents to the granting by any court in any applicable jurisdiction of an injunction or other equitable relief. To the extent permitted by applicable law, the receiving Party hereby waives any claim or defense that an adequate remedy exists at law and the receiving Party hereby agrees not to urge in any action or proceeding the defense that any such remedy exists at law. The foregoing shall be in addition to all other rights and remedies available to the disclosing Party at law or in equity. ARTICLE IX REpresentations and WARRANTIES AND INDEMNITY Section 9.01 Representations and Warranties. Each Party hereby represents and warrants to the other Party that it has the right and power to enter into this Agreement and to participate in the Research Project and perform its responsibilities and obligations under this Agreement, and that its performance hereof will not result in a breach of or constitute a default under its articles of incorporation or bylaws, if any, or any contract between it and a third party. Section 9.02 Disclaimers. EXCEPT AS SET FORTH IN SECTION 9.01, UNIVERSITY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, CONCERNING ANY RESEARCH RESULT, UNIVERSITY INVENTION OR JOINT INVENTION, INTELLECTUAL PROPERTY ARISING THEREFROM OR UNIVERSITYS BACKGROUND TECHNOLOGY, OR ANY ADVICE OR INFORMATION GIVEN BY THE PRINCIPAL INVESTIGATOR OF UNIVERSITY OR ANY RESEARCH PERSONNEL IN CONNECTION WITH THE RESEARCH PROJECT, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, VALIDITY OF ANY INTELLECTUAL PROPERTY OR CLAIMS, WHETHER ISSUED OR PENDING, AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. Section 9.03 No University Liability. IN NO EVENT SHALL UNIVERSITY, ITS PRESENT OR FORMER TRUSTEES, DIRECTORS, OFFICERS OR RESEARCH PERSONNEL BE LIABLE FOR DIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY KIND SUFFERED BY XYZ, ITS AFFILIATES OR ANY LICENSEES OF XYZ OR ANY OTHERS RESULTING FROM THE USE OF ANY UNIVERSITY INVENTION OR JOINT INVENTION, INTELLECTUAL PROPERTY ARISING THEREFROM OR UNIVERSITYS BACKGROUND TECHNOLOGY OR ANY ADVICE OR INFORMATION GIVEN BY THE PRINCIPAL INVESTIGATOR OF UNIVERSITY OR ANY RESEARCH PERSONNEL IN CONNECTION WITH THE RESEARCH PROJECT, INCLUDING ECONOMIC DAMAGES OR INJURY TO PERSONS OR PROPERTY AND LOST PROFITS AND LOST DATA, REGARDLESS OF WHETHER UNIVERSITY WAS ADVISED, HAD OTHER REASON TO KNOW OR IN FACT KNEW OF THE POSSIBILITY OF THE FOREGOING. Section 9.04 XYZ Indemnity. XYZ agrees to waive, defend, indemnify and hold harmless, at its own expense, University and its present and former trustees, directors, officers or Research Personnel and their respective successors, heirs and assigns, (each, an Indemnitee) from and against any and all liabilities, losses, damages, costs and expenses (including attorneys and professional fees) resulting from, arising out of, or in connection with, a claim, suit, proceeding or regulatory proceeding (collectively, a Claim) brought by third parties against an Indemnitee in connection with this Agreement, including infringement of such third partys intellectual property rights or product liability. University shall give written notice to XYZ of any Claim which may give rise to any claim for which indemnification may be required under this Section 9.04; provided, however, that any failure to give such notice shall not relieve XYZ of its obligation to provide indemnification hereunder, except if and to the extent that such failure materially and adversely affects the ability of XYZ to defend such Claim. If University notifies XYZ of any Claim against an Indemnitee, XYZ shall be entitled to assume the defense and control of any such Claim at its own cost and expense; provided, however, that the Indemnitee shall have a right to be represented by its own counsel at its own cost. XYZ shall not settle or dispose of any such Claim in any manner that would adversely affect the right and interest of University or the Indemnitee without prior written consent of University and the Indemnitee, which consent shall not be unreasonably withheld or delayed. Each Party shall reasonably cooperate with the other Party and its counsel in the course of the defense of any such Claim, such cooperation to include using reasonable effort to provide or make available documents, information and witnesses. Section 9.05 Limitation of Liability. IN NO EVENT SHALL XYZ, ITS PRESENT OR FORMER DIRECTORS, OFFICERS OR RESEARCH PERSONNEL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY KIND SUFFERED BY UNIVERSITY RESULTING FROM THE USE OF AN XYZ INVENTION OR JOINT INVENTION, INTELLECTUAL PROPERTY ARISING THEREFROM OR XYZS BACKGROUND TECHNOLOGY. Article X USE OF NAMES Section 10.01 Use of Names. Neither Party shall use the name(s) of the other Party or Research Personnel in any advertising or promotional materials without prior written approval of the other Party except if and to the extent that the identification of such name(s) or disclosure of the terms and conditions of this Agreement is required by applicable law or regulation. Each Party may acknowledge the contributions of the other Party in any publication or public disclosure in a scientifically and professionally appropriate manner. In any such statement, the relationship of the Parties shall be accurately and appropriately described. Article XI TERM AND TERMINATION Section 11.01 Term. This Agreement shall become effective on the Effective Date and shall expire on the earlier to occur of the end of the Project Term or the conclusion or termination of the Research Project. Section 11.02 Termination for Convenience. Either Party may terminate this Agreement for its convenience at any time upon giving at least six (6) month prior written notice to the other Party. Any Research Project that is active as of such termination date shall automatically terminate on that date, and XYZs obligations to settle the costs of termination shall be governed by Section 11.04. Section 11.03 Termination for Cause. Either Party may terminate this Agreement upon written notice to the other Party without prejudice to any right or remedy available to the terminating Party at law or in equity, in the event that the other Party (a) committed any material breach of this Agreement, which breach, if capable of being cured, has not been cured after a specified term not less than sixty (60) day written notice thereof is given to the defaulting Party and for so long as such breach is continuing thereafter (if such breach is incapable of being cured, such cure time is not available); (b) is subjected to any proceeding which is instituted by or against the defaulting Party seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection or relief of the defaulting Party or its debts or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for the defaulting Party or for any substantial part of its property and assets; or (c) attempts to assign this Agreement or any rights or obligations hereunder in violation of Section 12.01. Section 11.04 Effect of Termination. Any termination of this Agreement shall not affect the rights and obligations of the Parties accrued prior to such termination. Upon any termination hereof, XYZ shall pay to University all reasonable costs and expenses up to the termination date and all non-cancelable commitments made by University prior to receipt of such notice of termination. Section 11.05 Survival. The provisions of Articles IV, V, VI, VII, VIII, IX, X, and Sections 3.04, 11.04, 12.03, 12.10, 12.11, and this Section 11.05 shall survive the expiration or termination of this Agreement. ARTICLE XII MISCELLANEOUS Section 12.01 Binding Effect and Assignment. This Agreement and the options and licenses granted herein shall be binding upon and inure to the benefit of University, XYZ and their respective successors and permitted assigns. Neither Party may assign, transfer or sublicense any of its rights, privileges or obligations hereunder without the prior written consent of the other Party. For the purpose of this Agreement, any consolidation or merger by any third party of XYZ, any change of control of XYZ or any sale of all or substantially all of the assets of XYZ relating to the business contemplated hereby shall be construed to be an assignment hereunder. Section 12.02 Relation of Parties. The Parties shall be, and shall be deemed to be, independent contractors and not agents, partners or employees of the other Party Neither Party shall have the authority to make any statements, representations or commitments of any kind, or to take any action which shall be binding on the other Party, except to the extent explicitly provided for herein or authorized in wrting. Section 12.03 Notices. Any notice or other communication required hereunder shall be written in English and shall be deemed to have been given when personally delivered, telecommunicated, electronically mailed, delivered by overnight courier or mailed prepaid first class registered or certified mail and addressed to the Party for whom it is intended at its record address. Such notice shall be effective upon receipt if delivered personally, telecommunicated, electronically mailed or delivered by overnight courier, or shall be effective five (5) days after it is deposited in the mail, if mailed. The record addresses, facsimile numbers and E-mail addresses of the Parties are set forth below: University: 鶹AV 1-3-2 Kagamiyama Higashi-Hiroshima City Hiroshima Pref., 739-8511 Japan Attention: [the designated coordinator] Fax No.: E-Mail: ______________________ XYZ: Attention: [the designated coordinator] Fax No.: E-Mail: ______________________ Either Party, at any time, may change its record address, E-mail address, or facsimile number by giving written notice of such change to the other Party. Section 12.04 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement or portion thereof, or the application thereof to any person or circumstance or in any country, contravenes a law of any country or political subdivision thereof in which this Agreement is effective or is held to any extent invalid or unenforceable, the remaining provisions of this Agreement or of such provision and the application thereof to other persons or circumstances or in other countries shall not be affected thereby, and this Agreement shall be modified with respect to its application in such jurisdiction, but not in jurisdictions where such provision is valid, to conform with such law. Section 12.05 Amendments. No modification or amendment hereof shall be valid or binding upon the Parties unless made in writing and duly executed on behalf of the Parties by their respective duly authorized officers or representatives. Section 12.06 No Waiver. The failure of either Party to insist upon the strict performance of any provision hereof or to exercise any right or remedy shall not be deemed a waiver of any right or remedy with respect to any existing or subsequent breach or default. Section 12.07 Entire Agreement. This Agreement constitutes the entire understanding and agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, express or implied, oral or written. Section 12.08 Headings. The headings of articles are placed herein merely as a matter of convenience and shall not affect the construction or interpretation of any of their provisions. Section 12.09 Counterparts. This Agreement may be executed in any number of counterparts and by different Parties in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Section 12.10 Governing Law. This Agreement shall be construed, and the legal relations between the Parties determined, in accordance with the laws of Japan without regard to what laws might otherwise govern under applicable principles of conflict of laws. Section 12.11 Arbitration. Any dispute, controversy or difference arising out of, in relation to or in connection with this Agreement that the Parties cannot settle amicably between themselves shall be finally settled by arbitration in Tokyo, Japan and in accordance with the Rules of Arbitration of the International Chamber of Commerce for the time being in force by one or more arbitrators in accordance with said Rules. The decision and award of such arbitration shall be final and binding, and shall be enforceable in any court of competent jurisdiction. Section 12.12 Force Majeure. If the performance of this Agreement or of any obligation hereunder is prevented, restricted or interfered with by reason of fire or earthquake, or other casualty or accident, strikes or labor disputes, war or other violence, any law, order, proclamation, regulation, ordinance, demand or requirement of any government agency, or any other act or condition whatsoever beyond the reasonable control of the Party so affected, such Party, upon giving prompt notice to the other Party, shall be excused from such performance to the extent of such prevention, restriction or interference and this Agreement shall be deemed suspended so long as and to the extent that any such cause prevents or delays the performance; provided, however, that the Party so affected shall use its best efforts to avoid or remove such cause of non-performance and to continue performance hereunder whenever such cause is removed; and provided further that this Agreement may be terminated by either Party upon written notice to the other Party, if such event shall continuously prevent performance for longer than ninety (90) days. Section 12.13 Export Control. It is understood that either Party may be subject to laws and regulations controlling the export of technical data, computer software, laboratory prototypes and other commodities, and that their obligations hereunder are contingent on compliance with export laws and regulations applicable to such Party. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date written beneath their respective signatures. 鶹AV [XYZ Corporation] By By Name Name Title Title Date Date Schedule 1 Background Technology Universitys Background Technology: a.______________________ b.______________________ c.______________________ d.______________________ XYZs Background Technology: a.______________________ b.______________________ c.______________________ d.______________________ Schedule 2 Research Project 1. Statement of Work a.______________________ b.______________________ c.______________________ d.______________________ 2. Each Partys Area of Responsibilities Universitys Area of Responsibilities a.______________________ b.______________________ c.______________________ d.______________________ XYZs Area of Responsibilities a.______________________ b.______________________ c.______________________ d.______________________ Schedule 3 Work Schedule DateDescription_________, 20__Assignment of Research Personnel_________, 20__Kick off meeting Schedule 4 Payments Amount: a. direct costs b. indirect costs c. consumption or similar taxes imposed on University and attributable and allocable to the Research Project d.______________________ Payment Schedule: ___________________ Japanese Yen by __________, 20__ ___________________ Japanese Yen by __________, 20__ ___________________ Japanese Yen by __________, 20__     PAGE  #$*01245LWXs ' M O j   : S T U X Y Z ^ _ h i ļļijļijijijijĮijijijļijļļh9(5nHo(tHh9(56nHo(tHh9(\nHtH h9(\h9(nHo(tHh9(nHtHh9( h9(56hOfCJaJnHo(tHh9(CJaJnHtHh9(CJaJnHo(tHh9(56nHtH8+56WX^ _ h i $>d1$`>a$ $d1$`a$ $d1$a$ $ $d1$a$ $d1$a$d1$ $ d1$a$ d1$gd9($ d1$a$gd9( 3 < C D    ĹěĹĊyjyjah9(mHnHuh9(56\]mHnHu!h9(56\]mHnHtHuh9(@nHtH h9(5\h9(56\] h9(;@h9(56;@\]h9(@nHo(tH h9(@h3h9(nHo(tHh3h9(nHtHh9(5nHtHh9(nHtHh9(h9(nHo(tH! }~:;~~~~~ $d1$`a$&$ /@p@ P !d1$`a$# /@p@ P !d1$`$ 8d1$`a$ $d1$a$ $d1$a$$ x*$ KNYl/XY}~Ǹלזyof^fRh3h9(nHo(tHh9(nHtHh9(nHo(tHh9(56\]!h9(56@\]nHo(tHh9(56@\] h9(@h9(mHnHtHu!h9(56\]mHnHtHuh9(56\]mHnHuh9(h9(6]mHnHuh9(mHnHuh3h9(@h3h9(@o(h9(mHnHo(tHu 6:Z,89:;V\IMN] `hǿǿǿǿǿǿǿdzǿǞǿǿǿǿh3h9(\]h3h9(\]o(h9(\]nHo(tHh9(\]o( h9(\] h9(@h9(h9(56\]h3h9(nHo(tHh9(nHtHh9(nHo(tH>'(XZ^+1RSa%HWgjkh9(nHtHh9(56\]h9(56@\]h9(56nHtHh9( h9(o(htOh9(\]htOh9(\]o(h9(\]nHo(tHh9(6\]o( h9(\]h9(\]o(4+,klIJ_`J $d1$a$ $d1$`a$&$ /@p@ P !d1$`a$*+,-79]ijklmwxyFHIJKZ[ўіxgxx[M[xh9(56\nHo(tHh9(56\nHtH!htOh9(@\]nHo(tHh9(@\]nHo(tHh9(56@\]nHtHh9(nHtHh9(nHo(tH#htOh9(56\]nHo(tHh9(56\]h9(B*nHo(phtHh9(h9(56@\]o(h9(56@\]!h9(56@\]nHo(tH+,-M_abtuv ˾˖󾰾˖˖~v~˖lh`hh9(nHtHh9(h9(56\]h9(56o( h9(56!h!{kh9(@\]nHo(tHh9(nHo(tH!h9(56@\]nHo(tHh9(56@nHo(tHh9(56@nHtHh9(@\]nHo(tHh9(56\nHo(tHh9(56\nHtHh9(56nHo(tH%")3IJKNRSTZbpq&ǻǻ᭠ti^Rh9(56nHo(tHh9(56nHtHh9(@nHo(tHh9(@\]nHtHh9(@\]nHo(tH!h9(56@\]nHo(tHh9(56@nHtHh9(56@nHo(tHhtOh9(nHo(tHhtOh9(nHtHh9(56\]nHo(tHh9(nHo(tHh9(nHtHh9(h9(56\] JKZ[ m n $d1$a$ $d1$`a$&$ /@p@ P !d1$`a$&'Y[\]fpq5 !"#$ֻǥ䙒seYh9(56nHo(tHh9(@\]nHo(tHh9(56\nHo(tHh9(56\nHtH h9(o( htOh9(htOh9(o(h9(h9(56\]htOh9(nHo(tHh9(\]nHo(tHh9(56\]nHo(tHh9(56\]nHtHh9(nHtHh9(nHo(tHh9(56nHtH"  ! . / 0 6 9 n o | } !!$!@!B!C!!!"""#A#B#)))·˷¯˯wwwwwoh9(KHPJh9(mHnHuhtOh9(@\]nHtHh9(h9(56\]nHo(tHh9(56PJ\]h9(nHtHh9(56nHtHh9(nHo(tHh9(56nHo(tHh9(@\]nHo(tHh9(56\nHo(tHh9(56\nHtH+ !C!!"#B#Q$$J%o&&')))) $d1$a$$ x*$$ & F  pp d1$H$^p` a$*$ /@p@ P !0d1$^`0a$d1$ $d1$a$)))))))))))3*>**********-+0+1+2+<+=+˾޲ykbQ!h9(56@\]nHo(tHh9(5@\htOh9(@nHo(tHhtOh9(6@nHo(tHh9(@nHtHh9(@nHo(tHh9(56@nHo(tH h9(@h9(56@\]h9(;@nHo(tH$h9(56;@\]nHo(tHh9(56;@\]!h9(56;@\]nHtHh9())0+1+-- / /R0S0a2b2333335577::m;n;y; $d1$a$$ x*$ $d1$a$gd9( $d1$a$=+>+X+\+c+f+++++++++,,,, ,D,E,F,M,P,p,,,,,-----)-*-+-,-5-@-B-ĹʢҎqqhqh9(56@h9(56\]nHo(tHh9(56\]nHtHh9(56\]h9(@nHtHh"h9(nHtHh"h9(nHo(tHh9(@nHo(tH h9(@h9(nHtHh9(nHo(tHh9(!h9(56@\]nHo(tHh9(56@\]nHtH(B-{-~-----------...E.r......../ / /////)/6/>/A/L/]/o/t///////////00 h9(o( h"h9(h"h9(o(h9(nHtHh9(h9(56\]nHo(tHh9(56\]nHtHh9(56\]h"h9(@nHtHh"h9(@nHo(tHh9(@nHtHh9(@nHo(tH h9(@30?0O0S0]0^0_0`000001111122^2a2b2l2m2n2o22222>3F33333333쟔쟆{vc$h9(56;@\]nHo(tH h9(o(h#ch9(nHtHh"h9(6nHo(tHh"h9(nHtHh"h9(nHo(tHh9(nHtH#h"h9(56\]nHo(tHh9(56\]nHo(tHh9(56\]nHtHh9(56\]h9(nHo(tHh9( h"h9(&333333333334/4045555555555)6*67787B7W7X777777777777|8}88899:%:&:':(:):*:9:p:x:l;m;n;ѷѷѷѷh#ch9(\]nHtHh9(\]nHtHh9(\]nHo(tHh9(56\]nHtHh9(56\]nHo(tHh9(56\]h9(nHo(tHh9(;@nHo(tH=n;w;x;y;;;;;;;;;;;;;<<<"=#==========>>E?F?N?O?P?Q?R?S?e?7@?@V@W@X@`@a@b@۾嵩۾̒̒۾̒|h9(5nHo(tHh9(\]nHtHh9(\]nHo(tHh"h9(nHtHh"h9(nHo(tHh9(nHo(tHh9(56\]nHtHh9(56\]nHo(tHh9(56\]h9(nHtHh9(;\]o( h9(o(h9(0y;;;==>>>>> ?#?E?F?W@X@AAA4A5AAAC $d1$a$ $d1$a$ $d1$`a$$ x*$b@c@d@e@@@@@@@@AAAAAAA3A5A=A>AAABAYAZAiAsAAAAAAAͻƷxj^UUxh9(nHo(tHh9(5\nHo(tHh9(56\nHo(tH h9(5\h9(56;@\]$h9(56;@\]nHo(tH h9(o(h9(5nHo(tHh9(nHtHh9(h"h9(nHtH h"h9(h"h9(nHo(tHh9(56\]h9(56\]nHo(tHh9(56\]nHtH!AAAdBBBBBBBBfCgCCCCCCCCCCCCDDDDDDCEDEXEYE[E]EeEfEhEiEkEEFF]FFBGCGGGGGH'HwHHನh9(5\nHo(tHh9(56\]nHo(tHh9(56\]h9(@nHo(tHh9(\nHtHh"h9(\nHtHh"h9(\nHo(tHh9(\nHo(tH h9(5\h9(56\nHo(tH7CC\E]E;KsBFOKO+TX]uakcegQjn-sd1$a$8 b o K 'q#'M,0)59>sBFOKO+TX]uakcegQjn-sd1$ HHHH/I0I?I@IKK4K:KMGMHM³³̠̗h"h9(nHo(tHh9(nHtHh9(h9(nHo(tHh9(5\nHo(tH h9(5\h9(56\]nHo(tHh9(56\]h9(56\nHo(tHh9(\nHo(tHh"h9(\nHo(tHh"h9(\nHtH-HMKM^M_MlMyM~MMMMMNNVNZNcNiNjNkNlNtNuNwNxNzNNNN$O)O?O@OAO]OxOzOOOOOOOOTPWPwPzPPһɱyyyh9(B*nHphtHh9(B*phh9(B*nHo(phtH h9(5\h9(56\]nHo(tHh9(56\]h9(56\nHo(tHh9(nHo(tHh9(h9(nHtHh"h9(nHtHhQLh9(nHo(tHhQLh9(nHtH/PPQ!Q^QiQjQkQnQoQQQQQQQQQQQQQRR#RSRpRzRRRRRRRRSSSS S"SWS`SkS}SSSSTTTTTTTTTTTUUsBFOKO+TX]uakcegQjn-sd1$a$ $d1$a$gd9( $ x*$gd9(>$ b o K 'q#'M,0)59>sBFOKO+TX]uakcegQjn-sd1$a$gd9( \XwXXXXXXXXXXX Y YY*Y,YAYKYZY[YdYeYhYrYsYYYYYYYYY2Z4ZZZZZZZZZZZZZ˺˺ֲ֦֦֦֦֦֦֦֦֘x h9(5\h9(56\]h9(56\]nHo(tHh9(56\nHo(tHh9(B*nHphtHh9(B*ph hFh9(B*nHo(phtHhFh9(B*phh9(B*nHo(phtHh"h9(B*ph h"h9(B*nHo(phtH/ZZZZ![*[@[i[j[q[u[w[|[[ \ \\ \G\X\^!^<^@^^^^^^^^^^__4_6_______``R`T`ĵwh9(nHo(tHh9(\nHtHh9(\nHo(tHh9(56\nHtHh9(56\nHo(tH h9(5\h9(56\]nHo(tHh9(56\]h9(6B*nHo(phtHh9(B*nHphtHh9(B*nHo(phtHh9(B*ph.T`\```b`p`y``````aa&a'a/a0aaaaaaaaJbNb%c-c1c3cHc\c`czc~ccccccccccccddddd?dRdһһһҎh9(@nHtHh9( h9(\]h9(;@o( h9(;@h9(nHo(tHh9(\nHtHh9(\nHo(tHh9(56\nHtHh9(56\nHo(tH h9(5\h9(56\]nHo(tHh9(56\]4T`aa$c%ccccccc gghhhhhh @d1$$ x*$ $d1$a$;$ b o K 'q#'M,0)59>sBFOKO+TX]uakcegQjn-sd1$a$Rdgdqdddddddeee eekemeze{eeeeeeeeeefff'f/fRfxfffgggg1g3g4g?gggGhJhZh\h^hchdhehhhhhh; h9(;@h9(\]o( h9(\]h9(56\nHo(tH h9(5\h9(56\]nHo(tHh9(56\] h"h9(h"h9(nHo(tHh9(h9(nHtHh9(nHo(tH:hhhhhh iiiiili}iiiiiiiiiiiiiiiiii*j.j/j>jjjjjjjjjjkkk"k-kFkkkkkkkkl l llalglmlllllllҿҸҿҿҿҿҿҸҿҿǿҿҿҿҿҸҸǿh9(56\]o( h9(\]h9(\]o(h9(\]nHtHh9(\]nHo(tHh9(56\]nHo(tHh9(56\]h9(;@o(Dl$m%mmm n4n5n7n?n@nBnCnDndntn|n}nnnnnooooppqqqqq!q2q8q9qjqqqqqrrrrrr;s=s|sssssss t t5t񡖡h9(aJnHo(tH h9(aJ h9(56h9(\]nHo(tH h9(\]h9(\]o(h9(56\]o(h9(56\]nHo(tHh9(56\]h9(h9(nHo(tH h9(o(;h6n7nqqxxxxxzz}}"# $d1$`a$8 b o K 'q#'M,0)59>sBFOKO+TX]uakcegQjn-sd1$$ x*$ $d1$a$$d1$^a$5tEttttttt6uFuuuwvvvvwwxxxxxxxxxxyyyyyy$y&ygyyyyyyy»ꤕvlvh9(@nHtHh9(@nHo(tH h9(@h9(56\]nHtHh9(56\]nHo(tHh9(56\] h9(o(h9(\]o( h9(\]h9(;@o( h9(;@h9(nHtH h"h9(h9(nHo(tHh9( h9(aJh9(aJnHo(tH*yyyzzzzzzzzzzzzzz { {{{"{${%{o{r{|{{{{{{"|&|=|K|̽̽}}}t}fZfZh"h9(\nHtHh"h9(\nHo(tHh9(\nHtHh9(\nHo(tH h9(\ h9(5 h"h9(h9(h9(nHo(tHh9(\]nHo(tHh9(\]nHtHh9(56\]nHo(tHh9(56\]h9(56\]nHtH h9(@h9(@nHtHh9(@nHo(tH#K|d|||||}}}}}}}}}}}}}}}}~~'~1~2~@~I~]~m~~~ !_cz%=Gôæô͑͝͝͝͝~~~v͝͝͝h9(nHtHh1jh9(nHo(tH h1jh9(h"h9(nHo(tHh9(nHo(tHh9(56\]nHtHh9(56\]nHo(tHh9(56\]h9(h"h9(\h9(\nHtH h9(\h9(\nHo(tHh"h9(\nHo(tH.Àƀǀ؀ހ7TWXjkȁˁӁԁ,1vx23g̓܃58ps#+/0JL\_ew֫֫h9(6nHo(tHhHh9(nHtHhHh9(nHo(tH h9(o(h9(h9(nHo(tHh9(56\]nHo(tHh9(56\]h9(nHtHCȈшjk؉ &'(013QǸǸǸѯ~$h9(56;@\]nHo(tH!h9(56;@\]nHtHh9(56;@\]h9(5nHtHh9(56\]nHo(tHh9(56\] h9(o(h9(\nHtHh9(\nHo(tHh9(nHtHh9(h9(nHo(tH1#'(3HIb%$ /@p@ P !d1$a$gd9("$ /@p@ P !d1$a$ $d1$a$ $d1$`a$$ H*$ $d1$a$QSVW[^%'*+GRSюż漅zzzn`n`UUUh9(mHnHo(uh9(56mHnHo(uh9(56mHnHuh9(mHnHtHuh9(56mHnHo(tHuh9(B*mHnHphuh9(\]nHo(tHh9(mHnHo(tHuh9(mHnHuh9(5\nHo(tHh9(56\nHo(tH h9(5\h9(56\]h9(56\]nHo(tH!@BC SabckmoprWX͹ͤ͆yyy͹ͤkh9(OJQJaJnH tH h9(OJQJ\]aJh9(OJQJ\]aJo(h9(56OJQJ\]aJ)h9(56OJQJ\]aJnH o(tH &h9(56OJQJ\]aJnH tH !h9(56OJQJ\]aJo(h9(mHnHo(tHuh9(mHnHo(uh9(mHnHu%bc̕ڕەqrӜԜ /@p@ P !d1$"$ /@p@ P !d1$a$d1$ $d1$a$ $d1$a$ #$d*$]a$().:>GQRTUV\]^`cd{|~ȕɕ˕̕ڕە !-wǖЖ\^ɻɨɻɡ~q~~~qh9(mHnHo(tHuh9(mHnHuh9(5\nHo(tHh9(56\nHo(tH h9(5\h9(h9(56\]nHo(tHh9(56\]nHtHh9(56\]h9(5nHtHh9(OJQJaJh9(OJQJaJnH tH h9(OJQJaJo(,^ܗ!>pqrz{|."$,.ڽڶyypcpcpcpcpڽڶh9(mHnHo(tHuh9(mHnHuh9(PJnHtHh9(PJnHo(tHh9(5\nHo(tHh9(56\nHo(tHh9(56PJnHo(tH h9(5\h9(56\]nHtHh9(56\]nHo(tHh9(56\]hHh9(PJnHtHhHh9(PJnHo(tH&.8PԜޜ $)?BGƝ˝̝ѝ 78ҞӞ۞ܞݞĻܰth9(56\]nHo(tHh9(56\]nHtHh9(56\] h9(5>* h9(5h9(5nHtHh9(>*mHnHuh9(\nHtH h9(\h9(nHtHh9(mHnHtHuh9(nHo(tHh9(h9(mHnHo(tHuh9(mHnHu,Ԝ %CMu̝ҝ $d1$VD^# /@p@ P !@ d1$`@  /@p@ P !d1$# /@p@ P !d1$`78ҞӞޤߤ"$ /@p@ P !d1$a$ $d1$a$ /@p@ P !d1$d1$ ߤƦǦG֢֖̾̾̾̾̾̾hHh9(mHnHuh9(mHnHo(tHuh9(56\]nHo(tHh9(56\]nHtHh9(56\]h9(mHnHuh9(5\nHo(tHh9(56\nHo(tH h9(5\8ȧɧ\c¨רڨTWXʬܬNS´}´vvo hh9( h9(6]h9(B*nHo(phtHh9(B*phh9(nHtHh9(nHo(tHh9(h9(5\nHo(tHh9(56\nHo(tH h9(5\h9(56\]nHo(tHh9(56\]nHtHh9(56\]h9(56\]mHnHu&TUVXϰ%rl$ >d1$`>a$gd9($>d1$`>a$gd9( $d1$a$gd9($d1$`a$gd9( $ $d*$`a$gd9(gd9($a$gd;a $ $d*$a$gd9("$ /@p@ P !d1$a$ STU]^_`bdtuUVnpsὯ|qeYUMDMUh9(nHo(tHh9(nHtHh9(hh9(nHo(tHhh9(OJQJo(hh9(OJQJ h?3h9(h;ah=9nHo(tHhh=9o(h_3h=9o(h=9h=95\nHo(tHh=956\nHo(tH h=95\h=956\]nHo(tHh=956\]nHtHh=956\]h9(OJQJhh9(mHnHuŰưǰʰΰϰаհ $+deflqrsy±ñ ouv*ųƳGLMhδϴдشٴ./Pghpq2IŹŹŹйŹŹŹŹŹŹŹŹh9(56nHo(tHh9(56nHtHh9(nHtHh9(>*nHo(tHh9(nHo(tH h9(>*h9(h9(5nHo(tHGrͱ "<Uopqr²۲ $d1$`a$ $d1$a$ $d1$a$ $d1$a$gd9($ >d1$`>a$gd9()C]v-GHIhδϴ۴ $d1$a$$d1$WDb`a$gd $d1$`a$ $d1$a$ .pbb $d$1$Ifa$xkd$$Ifc0 "  t0644 la $d$1$Ifa$ $d1$a$./?Pyy $d$1$Ifa$xkd}$$Ifc0 "  t0644 laPQRSyy $d$1$Ifa$xkd$$Ifc0 "  t0644 laSTUVyy $d$1$Ifa$xkdw$$Ifc0 "  t0644 laVWXYyy $d$1$Ifa$xkd$$Ifc0 "  t0644 laYZ[\yy $d$1$Ifa$xkdq$$Ifc0 "  t0644 la\]^_yy $d$1$Ifa$xkd$$Ifc0 "  t0644 la_`abyy $d$1$Ifa$xkdk$$Ifc0 "  t0644 labcdeyy $d$1$Ifa$xkd$$Ifc0 "  t0644 laefgs|}~uuu~h~U$d1$VD+^`a$ $d1$`a$ $d1$a$ $d1$a$xkde$$Ifc0 "  t0644 la 2345GH~h]h&`#$ $d1$`a$ $d1$a$h9(nHo(tHh9(CJaJh9( h9(0Jjh9(0JUhTfjhTfU,1h/ =!"#$% {$$If!vh#v #v:V c t065 5{$$If!vh#v #v:V c t065 5{$$If!vh#v #v:V c t065 5{$$If!vh#v #v:V c t065 5{$$If!vh#v #v:V c t065 5{$$If!vh#v #v:V c t065 5{$$If!vh#v #v:V c t065 5{$$If!vh#v #v:V c t065 5{$$If!vh#v #v:V c t065 5{$$If!vh#v #v:V c t065 5b) 666666666vvvvvvvvv666666>6666666666666666666666666666666666666666666666666hH6666666666666666666666666666666666666666666666666666666666666666666866666662 0@P`p2( 0@P`p 0@P`p 0@P`p 0@P`p 0@P`p(8HX`~PJ_HmH nHsH tH8`8 jnCJ_HaJmH sH tH l@l QW0 1+$$ xd*$1$7$8$@&H$a$56;@\]nHtH>@> QW0 4$@&VD^5\$A`$ k=0000Fi@F 0jnn0h :V 44 la $k $ 0000j0W0 ZOZ Contracts>^`>CJOJQJaJmHnHuPC@P,ge00000$T^T`a$aJmHnHu@R@@  ,ge00000 2hdx^h0 @"0 0000  !")@1" 000juS0B0 0000  !8@R8 9TM0QW0CJOJQJ^JaJ2U`a2 0000000 >*B*ph6oq6 0000 (eW[) CJaJtH :^: jn (Web)dd[$\$hoh Default1$7$8$H$1B*CJOJQJ^J_HaJmH nHphsH tHHoH QW0 1 (eW[)56;@CJ\]aJ>o>  QW0 4 (eW[)5CJ\aJtH  B@ ,ge2o2 ,ge (eW[) CJaJtH BS@B  ,ge00000 3SVD^SCJaJ@o@ ,ge00000 3 (eW[) CJaJtH \.@\  _(ue.sNQW0 $d*$1$7$8$H$OJQJnHtHe@"  HTML f_NM07" 2( Px 4 #\'*.25@9 CJOJPJQJ^JaJnHtHRo2R ??3#1$5$7$8$H$ CJOJQJ_HmH nHsH tHPOP Heading6Para$1$` aJnHtHfObf Bylaws_L1%$ & F p!5;>*OJ PJ QJ aJnHtHJOQbJ Bylaws_L2 &$ & F 5;>*OJQJJOarJ Bylaws_L3' & F p mHnHu6q6 Bylaws_L4 ( & F PK![Content_Types].xmlN0EH-J@%ǎǢ|ș$زULTB l,3;rØJB+$G]7O٭VF@Wi%ękFȉl30kzqRW1?%Nbj¼IFjָ7fqNݩ >xjm)ʬuתLfd?nWꕚ/_j+Ԁ ~Z\vd|n:x|Rc (d4ޟAv2lJ *FL0tTګ߿z?xv㣣?ZAάmY/џOyr,?V晚'?{OQ |SAާ9D{<LT\@oF?Ĵ8c3$R"B}c.ȣ xu|1%᜵(58ʕqA6v &-c.ñB'Ļ;:qݡCQ ҐmA^&eBF-ʼ"."kE9a Ge"8bŀ_*,37~ב 2QgH,sS_WiaE Ed^ǜ[|()h}(Qv*pC3s}'ݧ-8&M DBJS ab(ai +XL7P勯RvarzfQÝ6CǻbvzGϓ~^<%OYZsfMw4w=Ԅl%=. yI3XGɠ9HpUa/ l٫Tt Q%plmͺ>XX^I#c q6SUʥT(:ʪڨ3k ):ru͑By4aS`+Q^V P(K"S$C<$i߳9$e2>6ΒuY$KYON#bt庇|4c@֥Gb-St41 pa>j Жy&krº(JlVA1kV@Ԓшˆ}Lpxl,0_*3; #6\rNxfpv$): !6y[ƹbZ~A^Oae3HwJBX( q0 .AsVik8D= Aa=R dhT)ªeET2fa}́zmPn$;YsA@or0Yw>)͆&Բ=vE6(+,_ӄ.f<^gAg=|C`gĔ^P|WZ T@ 6NveCntԲz;\`kΒs;ߜ^\d;csC =٢042&1X|p[*a3}o5PK! ѐ'theme/theme/_rels/themeManager.xml.relsM 0wooӺ&݈Э5 6?$Q ,.aic21h:qm@RN;d`o7gK(M&$R(.1r'JЊT8V"AȻHu}|$b{P8g/]QAsم(#L[PK-![Content_Types].xmlPK-!֧6 0_rels/.relsPK-!kytheme/theme/themeManager.xmlPK-! stheme/theme/theme1.xmlPK-! ѐ' theme/theme/_rels/themeManager.xml.relsPK] H  &)=+B-03n;b@AHHMPU\XZT`Rdhl5tyK|Q^.S\^`abdefhikmnopqstvwxy{|} J )y;CTT`h#bԜr.PSVY\_be]_cgjlruz~ !` C 7""7""@H 0(  0(  B S  ? OLE_LINK3 OLE_LINK4[[S^S^gnJN!! '''S((b**++//272?5A555`8}859X999;;e=p=DCSCtFFIIKKLLLOWORRVV\XeXYY-[8[\\_!_``i2ippxx#HW[Gkxz+ۖ Ɵ]j33333333333333333333333333333333333333333333333333333333+6۬ $F *A6%&'( [j `Ri7Z d)_/4,APRiUQr{mH:ol+™}s2 uj:"e{漢0^`056;>*B*CJOJQJo(.p^`56:;>*B*CJOJQJ()p@ ^`p56:;>*B*CJOJQJ()@ 0@ ^@ `056:;>*B*CJOJQJ()@ ^`@ 56:;>*B*CJOJQJ()^`56:;>*B*CJOJQJ^`56:;>*B*CJOJQJ^`56:;>*B*CJOJQJ^`56:;>*B*CJOJQJ^`o(. TT^T`hH.  ^ `o(.   ^ `hH. ^`hH. L^`LhH. dd^d`hH. 44^4`hH. L^`LhH.^`o(.8^`5CJaJo(hH. pLp^p`LhH. @ @ ^@ `hH. ^`hH. L^`LhH. ^`hH. ^`hH. PLP^P`LhH.^`o(. pp^p`hH. @ L@ ^@ `LhH. ^`hH. ^`hH. L^`LhH. ^`hH. PP^P`hH.  L ^ `LhH. p`p^p``56o( Section . \^`\hH() \^`\hH ` \` ^` `\hH.  \ ^ `\hH()  \ ^ `\hH L\L^L`\hH. \^`\hH() \^`\hH^`.^`.pp^p`.@ @ ^@ `.^`.^`.^`.^`.PP^P`.^`o(()TT^T`.$ L$ ^$ `L.  ^ `.^`.L^`L.dd^d`.44^4`.L^`L.%%^%`o(()\^`\()\^`\M\M^M`\. \ ^ `\() \ ^ `\9 \9 ^9 `\.\^`\()\^`\^`o(.pp^p`.@ L@ ^@ `L.^`.^`.L^`L.^`.PP^P`. L ^ `L.hh^h`o(()88^8`.L^`L.  ^ `.  ^ `.xLx^x`L.HH^H`.^`.L^`L.^`o(.pp^p`.@ L@ ^@ `L.^`.^`.L^`L.^`.PP^P`. L ^ `L. 0 ^ `0o(()P \P ^P `\() \ ^ `\ \ ^ `\.<\<^<`\()\^`\\^`\.(\(^(`\()\^`\ u:oiUi7 [`,Ae{)_/{m$F }s C ][       b.       |w        q        '                b        Vw        7@-          Tf9(TfOf 2;aK: q=9[@@Unknown G*Ax Times New Roman5Symbol3. *Cx Arial; MinchofgG j-3 fgMS Mincho5 Geneva5. .[`)Tahoma?= *Cx Courier NewK=  j-3 0000MS GothicQTimes New Roman BoldQ  l r   HGckwifSO-PROA$BCambria Math"h)gE:*GZfΔ Y=Δ Y=O24i 3qLX $P?\?2 Bryan>#:<         Oh+'0  4 @ L Xdlt|Bryan Normal.dotm ЉAg3Microsoft Office Word@@+@ ͦG@^V Δ՜.+,0 hp|  =Y   ^CgTitle  !"#$%&'()*+,-./0123456789:;<=>?@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\]^_`abcdefghijklmnopqrstuvwxyz{|}~Root Entry FP=wData 1Table HWordDocument .HSummaryInformation(DocumentSummaryInformation8MsoDataStorewP[wALLYZ0E0==2wP[wItem  PropertiesUCompObj n   FMicrosoft Word 97-2003 MSWordDocWord.Document.89q