ࡱ>  RgbjbjVV?<<?',,W9W9W9W9W9k9k9k989o:tk9F>::";;;<.<< XFZFZFZFZFZFZFJMJZFW9<Y<Y<<<ZFW9W9;;ToF>>><LW9;W9;XF><XF>>E;<k9<0\E DFF0FhExM#>E9E<<><<<<<ZFZF><<<F<<<<M<<<<<<<<<, 8: 2011/3/28 SPONSORED RESEARCH AGREEMENT THIS SPONSORED 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 [________________________] and University is a non-profit educational institution. XYZ wishes University to undertake, and University is willing to undertake, a research project for [_____________________________] (the Research Project). 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 1 DEFINITIONS 1.1 Definitions. For the purposes of this Agreement, the following terms have the following meanings unless the context expressly requires otherwise: 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. Development Work Schedule has the meaning ascribed thereto in Section 2.1. disclosing Party has the meaning ascribed thereto in Section 5.1. Effective Date means the date first set forth above. Indemnitee has the meaning ascribed thereto in Section 9.4. Industrial Property means patents, patent applications, utility model applications, and all forms of legally protected or protectable innovations, inventions, discoveries, know-how and trade secrets. Invention and Discovery means any invention, discovery, improvement, development, know-how, knowledge, trade secret, materials, or information relating to the Research Project obtained or acquired by University in the course of the Research Project, including without limitation Industrial Property relating thereto. 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 2.2(a). receiving Party has the meaning ascribed thereto in Section 5.1. Research Personnel means the employees and students of University who participate in the Research Project, including the Principal Investigator. Research Project has the meaning ascribed thereto in the Recitals. Taxes has the meaning ascribed thereto in Section 3.4. Term has the meaning ascribed thereto in Section 6.1. University Deliverables means the deliverables described in Schedule 1 that University is responsible for delivering to XYZ pursuant to the Research Project. 1.2 Interpretation (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 2.1 Object/Development Work Schedule. The object of the Research Project is [______________________________________] according to the development work schedule (the Development Work Schedule) attached hereto as Schedule 2. The Development Work Schedule may be amended pursuant to Section 2.3 or by other agreement of the Parties. University shall use its best efforts to meet the then current Development Work Schedule. 2.2 Responsibilities and Obligations of the Parties. The Parties shall have the following responsibilities and obligations: (a) University. University shall use its best efforts, including the allocation of the necessary resources and personnel, to complete the Research Project and deliver the University Deliverables in accordance with the Development Work Schedule and within the Term. The Research Project shall be supervised by ________________ (the Principal Investigator) at University. In the event that for any reason the Principal Investigator is unable to continue to perform his role, University shall designate a new Principal Investigator. (b) XYZ. XYZ shall fund University development efforts to the extent and at the times provided in Section 3.1; (c) Both Parties. During the term of the Research Project, both Parties shall collaborate in all reasonable ways to exchange information in order to further the Research Project. 2.3 Unavoidable Delays. In the event University finds it is unable to accomplish the Research Project in accordance with the Development Work Schedule, University shall notify XYZ of such inability without delay, with a report in sufficient detail to enable XYZ to review the situation, and the Parties shall establish a revised time table taking into account such situation. 2.4 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. 2.5 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 FUNDING OF R&D PROGRAM 3.1 Payment. Subject to the terms and conditions of this Agreement, and information, technical transfer services and rights to be provided by University hereunder, XYZ shall make payments totaling [_______________________Japanese Yen] to University allocated and payable as provided in Schedule 3. 3.2 Method of Payment. All payments to be made under this Article shall be made in Japanese Yen by wire transfer to the account as designated by University. 3.3 Expenses. XYZ shall bear the expense of sending the University Deliverables. 3.4 Taxes. XYZ shall not be entitled to withhold or deduct from any payments made under this Agreement any remitting bank commission or fee or any present or future taxes, levies, imposts, deductions, charges, withholdings, or liabilities imposed by any government or any political subdivision or taxing authority thereof in any jurisdiction (all such taxes, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as Taxes) or any other fees or amounts. If any Taxes shall be required by law to be deducted from or in respect of any sum payable hereunder (i) the sum payable by XYZ shall be increased in the amount necessary so that after making all required deductions University shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) XYZ shall make such deductions, and (iii) XYZ shall pay the full amount deducted to the relevant taxing authority in accordance with applicable law. XYZ hereby agrees to further indemnify University for taxes, assessments or governmental charges imposed by any jurisdiction on account of the amounts payable or paid pursuant to this Section 3.4. Within thirty (30) days after the date of any payment of Taxes withheld by XYZ in respect of any payment herein, XYZ shall furnish to University the original receipt or a certified copy thereof evidencing such payment. 3.5 Other Expenses. Except as expressly provided otherwise in this Article III, 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. 3.6 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 IV INVENTIONS AND DISCOVERIES 4.1 Ownership of Proprietary Rights. XYZ and University shall be the joint owner of all Inventions and Discoveries. In furtherance of the preceding sentence: (a) Documentation. All information, documentation, including reports, drawings, test results and prototypes, which are obtained or produced by or on behalf of University through its implementation of the Research Project shall be the joint property of XYZ and University. (b) Assignment of Inventions. University hereby represents that each of its employees has entered into a contract of employment that provides for assignment to University of all inventions made by said employees during the course of employment, and represents that all Inventions and Discoveries made by said employees shall be subject to the provisions of this Section 4.1 and Section 4.2 below. 4.2 Patent Applications and Industrial Property. XYZ shall have the exclusive right, at its expense and in its sole discretion, to file in any and all countries of the world Patent applications, applications for inventor's certificates and any similar proprietary right application relating to Inventions and Discoveries for itself and on behalf of University. University, including its employees and independent contractors, shall give XYZ all reasonable assistance in connection with the preparation and prosecution of any application filed by XYZ in accordance with this Article IV. University shall cause its employees to execute all assignments, other instruments and documents as XYZ may consider necessary or appropriate to prosecute such applications. University further agrees to provide such assistance even after the termination of this Agreement for Inventions and Discoveries made during the Term of this Agreement. Any reasonable charges for the services of University (including the inventors of the Inventions and Discoveries whether or not they remain employed by University), travel and other expenses actually incurred in connection with any such assistance rendered to XYZ in the preparation and prosecution of applications for such proprietary rights, shall be borne by XYZ. Notwithstanding the foregoing, in the event XYZ waives in writing its right to file an application for a Patent on Inventions and Discoveries made by University, University may elect to file and prosecute at its own expense an application for Patents on such Inventions and Discoveries in its own name, and XYZ shall cooperate, to the extent necessary and at University expense, in the preparation and prosecution of any such Patent application. In addition to the foregoing: (a) University shall be authorized, upon request to XYZ and subject to Article V (Confidentiality), to have access to the files of such filings whatever Patent office they may be located; (b) XYZ agrees to provide University with a copy of each application and the names of the persons who will be designated as inventors at least sixty (60) days prior to the filing date; (c) XYZ shall keep University reasonably informed about the status of the prosecution of each Patent application and Patent applied for by XYZ hereunder. 4.3 Industrial Property and Inventions Outside Scope of Research Project. Notwithstanding Section 4.1 above, each Party shall retain exclusive title and interest to (i) its Industrial Property for proprietary technology owned and/or controlled by it prior to the execution of this Agreement, and (ii) inventions outside the scope of the Research Project. 4.4 XYZs Right to Invention and Discovery. XYZ shall be free to practice or use any Invention and Discovery jointly owned by University and XYZ pursuant to Section 4.1 for its own commercialization. XYZ may also grant to any third party any Invention and Discovery jointly owned by University and XYZ without obtaining any consent from University; provided, however, that XYZ shall share any royalty received from such third party with University on a 50/50 basis. 4.5 Publication. (a) University and its Research Personnel shall 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. (b) 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 V CONFIDENTIAL INFORMATION 5.1 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. 5.2 Exceptions to Confidentiality. Notwithstanding Section 5.1, 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. 5.3 Equitable Relief. The receiving Party acknowledges that its breach of the non-disclosure or limited use obligations under Section 5.1 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 5.1 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 VI TERM AND TERMINATION 6.1 Term. The term of this Agreement shall be for a period of twelve (12) months from the Effective Date (the Term), unless terminated earlier in accordance with the terms of this Agreement. 6.2 Termination for Cause. Either Party shall have the right, at its option, to terminate this Agreement by giving written notice of termination to the other Party if the other Party: (a) has committed a material breach of any provision of this Agreement and such breach is not cured within thirty (30) days after receipt of notice of such breach; or (b) has filed a petition in bankruptcy or insolvency, has been adjudicated bankrupt or insolvent, or has filed a petition or answer seeking reorganization, readjustment, or rearrangement of its business under any applicable law or regulation, or has had a receiver appointed for all or substantially all of its property, or has made any assignment or attempted assignment for the benefit of creditors, or has instituted any proceedings for the liquidation or winding up of its business. 6.3 Termination Upon Completion. Upon completion of the Research Project and the acceptance by XYZ of all University Deliverables, either Party may terminate this Agreement on written notice to the other. 6.4 Consequences of Expiration and/or Termination. Upon expiration, completion or other termination of this Agreement: (a) University shall deliver to XYZ all tangible materials and any copies thereof related or pertaining to this Agreement in its possession, including without limitation all XYZ Confidential Information, all University Deliverables to the degree completed as of such date of expiration, completion or termination, and copies of all then existing documentation relating to Inventions and Discoveries. In any event of termination, University hereby grants XYZ worldwide immunity from suit for infringement of any proprietary technology owned or claimed by University with respect to the Research Project. (b) XYZ shall pay all amounts due and payable as of the date of expiration or termination. In the event of termination by University pursuant to Section 6.2, or by either Party pursuant to Section 6.3, the full all monies payable under Section 3.1 shall become immediately due and payable by wire transfer to such bank account of University as indicated by University. 6.5 Remedies; Waiver. Any termination of this Agreement and the remedies pursuant to this Article VI shall be in addition to and not exclusive of or prejudicial to any other rights or remedies available to a Party at law or in equity. No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 6.6 Survival. The provisions of Articles III, IV, V, and VII and Sections 6.5, 8.10, and 8.11 and this Section 6.6 shall survive the expiration or termination of this Agreement. ARTICLE VII REPRESENTATIONS AND WARRANTIES, INDEMNITY 7.1 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. 7.2 Disclaimers. EXCEPT AS SET FORTH IN SECTION 7.1, UNIVERSITY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, CONCERNING ANY RESEARCH RESULT, INVENTION AND DISCOVERY, INDUSTRIAL PROPERTY OR INTELLECTUAL PROPERTY ARISING FROM THIS AGREEMENT OR THE RESEARCH PROJECT, 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. 7.3 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 ANY RESEARCH RESULT, INVENTION AND DISCOVERY, INDUSTRIAL PROPERTY OR INTELLECTUAL PROPERTY ARISING FROM THIS AGREEMENT OR THE RESEARCH PROJECT, OR ANY ADVICE OR INFORMATION GIVEN BY THE PRINCIPAL 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. 7.4 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 7.4; 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. ARTICLE VIII MISCELLANEOUS 8.1 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. 8.2 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. 8.3 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. 8.4 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. 8.5 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. 8.6 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. 8.7 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. 8.8 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. 8.9 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. 8.10 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. 8.11 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. 8.12 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. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives. 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