th
, 20xx
AGREEMENT
on
[
]
THE PARTIES TO THIS AGREEMENT
This Agreement is made and entered into effective by and between:
(1) Japan Oil, Gas and Metals National Corporation, a corporation duly organized and existing under
the laws of Japan, which is 100% funded by the Ministry of Economy, Trade and Industry (METI),
having its place of business at 1-2-2, Hamada, Mihama-ku Chiba-City Chiba-Prefecture 261-0025
Japan (hereinafter referred to as “Customer”); and
(2) [
], a corporation duly organized and existing under the laws of [
], having its
] (hereinafter referred to as “Contractor”).
place of business at [
Customer and Contractor may also be referred to herein individually as a “Party” or collectively as the
“Parties”.
PURPOSE
Contractor understands that Services to be provided under this Agreement is a part of the
Methane-Hydrate Development Project, which is conducted by METI (hereinafter referred to as
“Project”), that METI instructs Customer to execute a major part of the Project on behalf of METI, and
that Customer wishes to satisfy the instruction of METI by executing the Project on behalf of METI.
Based on such understanding, Customer wishes to contract out the execution of the Services to
Contractor, and Contractor wishes to do so, on the terms and conditions set out below.
WHEREAS for and in consideration of the covenants and agreements hereinafter contained and set
forth to be kept and performed by Parties hereto, and payments to be made, Parties agree as follows;
TERM OF AGREEMENT
This Agreement shall become effective as of the [
until [ ] day of [
] day of [
], 20xx, and shall remain effective
] 20xx inclusive unless or until terminated earlier under clause 17.
AMOUNT OF AGREEMENT
The total amount to be paid by Customer to Contractor for Services shall not exceed the sum of ［
］,
inclusive of all taxes.
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1.
Definitions
In this Agreement, the following words have the following meanings:
“Agreement” shall mean these terms and conditions for execution of Services and any applicable
amendment and any addenda thereto, as agreed to by the Parties from time to time.
“Background IP” means all Proprietary Information and all the IPR which is either existed and
owned by a Party and/or its licensors prior to the date of this Agreement, and/or which comes into
existence during the Term of this Agreement other than as a result of or in relation to the execution
of the Services of this Agreement.
“Deliverable(s)” refers to any products, reports, presentations or other documentation (whether in
printed or electronic form) which shall be submitted by Contractor and received by Customer
from time to time as the outcome of the Services.
“Intellectual Property Rights (IPR)” means:
(a) Patent set forth in Patent Law (law 121 in 1959), Utility Model Right set forth in Utility
Model Law (law 123 in 1959), Design Right set forth in Design Law (law 125 in 1959), Right
to Use Layout Design of Integrated Circuits set forth in Law of Layout Design of Integrated
Circuits (law 43 in 1985), Variety Registration set forth in The Plant Variety Protection and
Seed Act (Act No. 83 of May 29, 1998), and each right in foreign countries corresponding to
each of the rights described above:
(b) Right to be entitled to a patent set forth in Patent Law, Right to be entitled to a utility model
right set forth in Utility Model Law, Right to be entitled to a design right set forth in Design
Law, Right to be entitled to a right to use layout design of integrated circuits set forth in Law
of Layout Design of Integrated Circuits, Right to obtain a Variety Registration, and each right
in foreign countries corresponding to each of the rights described above:
(c) Copyright as set forth in Copyright Law and a right in foreign countries corresponding to the
said copyright:
(d) Technical Information which may be kept confidential and is proprietary in nature, designated
by the Parties hereto through mutual consultation (hereinafter referred to as “Know-How”),
and:
(e) Any other intellectual property rights and other proprietary rights including without limitation
trade marks and trade names (including any attached goodwill), registered database rights and
any applications for any of the foregoing together with any right or form of protection of a
similar nature and having equivalent or similar effect to any of them anywhere in the world.
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“Invention and Others” means invention to be entitled to patent, devisal to be entitled to utility
model right, and creation to be entitled to design right, and creation to be entitled to right to use
layout design of integrated circuits, and, accumulation to be entitled to Know-How.
“Practice” of IPR means the acts set forth in Article 2 Sub-Clause 3 of Patent Law, the acts set
forth in Article 2 Sub-Clause 3 of Utility Model Law, the acts set forth in Article 2 Sub-Clause 3
of Design Law, the acts set forth in Article 2 Sub-Clause 3 of Law of Layout Design of Integrated
Circuits, the acts to execute the right set forth in Article 21 to Article 28 of Copyright Law, and
exploitation of Know-How.
“Proprietary Information” means and includes without limitation designs, drawings, reports,
specifications, procedures, instructions, software, data, methods, methodologies, know-how,
processes, information, analysis, get up and any other technical or commercial information and
data and any unfinished versions of the same in any form or medium.
“Services” refers to those tasks, collectively or individually, outlined in general terms in Scope of
Work as described in Exhibit(s) attached hereto (hereinafter referred to as “Scope of Work
(SOW)”), to be provided to Customer by Contractor.
“Willful Misconduct” means a conscious willful act or conscious willful failure to act which is
deliberately committed with the intent to cause harm or injury to persons or property.
2.
Services
2.1
Contractor shall provide, execute and complete Services set forth in SOW, for the sole and
exclusive benefit of Customer. For the avoidance of doubt, Contractor may continue to provide
services to other customer(s) during the Term of Agreement.
2.2
Contractor shall execute Services subject to the specification of SOW, including but not limited to
the schedule, staffing and expenditure plan. Amendment of SOW that may result in a change of
the work schedule and/or the remuneration amount shall become effective only when agreed to in
writing by the authorized representatives of both Parties, in which event, the original SOW will be
revoked and replaced by the amended SOW.
2.3
Contractor’s personnel shall comply with all of Customer’s workplace rules and requirements
identified by Customer while at Customer’s facility.
3.
Reporting of Incidents
Contractor shall promptly report to Customer by Incident Report (Form No.1) and receive an
instruction from Customer in case of an occurrence of any accident(s) or other material incident(s)
during the course of execution of Services.
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4.
Submission of Deliverable(s)
4.1
Contractor shall submit Deliverable(s) to Customer within the Term of Agreement.
4.2
When Deliverable(s) are to be produced within Japan, and are to be in the form of documents,
Contractor shall comply with the standard of papers for printing and printing for designated work
based on Basic Policy on Promoting Green Purchasing, the principle for promotion of procuring
Eco-friendly goods and services (Cabinet’s decision on February 4th in 2011), decided in relation
to the Law Concerning the Promotion of Procurement of Eco-friendly Goods and Services by the
State and Other Entities (Law No. 100, 2000) and submit a “Report on Printed Matters” (Form
No.2) to Customer together with Deliverable(s).
5.
Amendment of SOW
5.1
In the following events, Contractor shall promptly submit an “Application for Amendment of
Scope of Work” (Form No. 3) to Customer and have Customer’s approval.
(a) When Contractor seems not to be able to complete Services within the Term of Agreement
because of any accidents or other material incidents,
(b)When Contractor wishes to alter or amend “Budget of Remuneration” in SOW (hereinafter
referred to as “BOR”).
(c) When Contractor wishes to discontinue or suspend Services.
5.2
In the event of giving approval as stated in clause 5.1, Customer may propose to attach any
conditions.
5.3
Notwithstanding clause 5.1(b), when the amendment(s)is minor or the amount of the mutual
appropriation between any two items, with the exception or prohibition of an appropriation from
an item to Direct Personnel Cost and to Overheads, is less than 10% of the smaller amount among
such two items, Contractor may submit a “Notification for Amendment of Scope of Work” (Form
No.4) to Customer instead of submission of “Application for Amendment of Scope of Work”
(Form No.3).
6.
Prohibition of Sub-Contract as a whole
Contractor shall not contract out Services to a third party in whole.
7.
Sub-Contract
7.1
Contractor may contract out a part of Services to a third party which wishes to execute the Services
on behalf of Contractor (hereinafter referred as “Sub-Contractor”) including but not limited to
companies with which Contractor has an alliance, only on the occasions set out below;
(1) When such Sub-Contractor is stipulated in the SOW.
(2) When Customer agrees that Contractor contracts out a part of Services to such Sub-Contractor.
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7.2
In the event described in clause 7.1, Contractor shall remain responsible for the performance of
such Sub-Contractor.
7.3
In the event described in clause 7.1, Contractor shall enter into a contract with such
Sub-Contractor, the terms and conditions of which shall not be contradictory to the Agreement.
8.
Prohibition of Assignment of the Obligatory Rights
8.1
Contractor shall not assign, transfer or inherit the obligatory right arising from Agreement, in
whole or in part, to a third party without the prior written consent of Customer. This enjoinment,
however, shall not apply to in the following events.
(a) When Contractor is to transfer the obligatory right to Credit Guarantee Association.
(b) When Contractor is to transfer the obligatory right to a special purpose vehicle prescribed by
Article 2 Sub-Clause 3 of Law for Liquidation of Assets (law105 in 1998).
(c) When Contractor is to transfer the obligatory right to a financial organization prescribed by
Article 1 Sub-Clause 2 of Order for Enforcement of the Small Business Credit Insurance Act
(cabinet ordinance 350 in 1950).
8.2
In the event that Contractor transfers the obligatory right subject to the proviso of clause 7.1,
before its completion of benefit obligation under this Agreement, and gives Customer an
acknowledgement or requests for Customer’s consent prescribed by Article 467 of Civil Code
(law 89 in 1896) or Article 4 Sub-Clause 2 of Perfection Law, Customer shall retain its right to
assert the following (a) to (c).
The same shall apply to the case when a party who took over Contractor’s obligatory right
(hereinafter referred to as “Assignee”) gives Customer an acknowledgement prescribed by Article
4 Sub-Clause 2 of Perfection Law, or requests for Customer’s consent prescribed by Article 467
of Civil Code or Article 4 Sub-Clause 2 of Perfection Law.
(a) Customer to reserve all contradictions against Contractor, under Agreement, when giving its
consent.
(b) Assignee not to prevent the possession or exertion of the obligatory right (including, without
limitation, tradition of the obligatory right, establishment of the right of pledge), to a third party
other than the party described in the proviso of clause 8.1.
(c) Customer may alter the contents of the Agreement through deliberation solely with Contractor,
even after the tradition of the obligatory right. In this event, Assignee shall not lodge an
objection. When the alteration of Agreement affects the substance of the obligatory right, the
measure will be settled solely between Contractor and Assignee.
9.
Notification of Completion
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Upon completion of Services, Contractor shall promptly submit “Notification of Completion”
(Form No.5) to Customer.
10.
10.1
Inspection for Completion of Services
On receipt of the “Notification of Completion”, Customer shall promptly inspect whether
Services completed are complied with Agreement and confirm the completion of such Services.
10.2
When Customer inspects the completion of Services, Customer may request Contractor to submit
additional explanatory documents, if necessary.
10.3 After such confirmation, Customer shall promptly receive Deliverable(s).
10. 4 Customer may use Deliverable(s), in whole or in part, before the receipt of such Deliverables
referred to clause 10.3, with Contractor’s consent.
11.
Submission of Accounting Report
11.1 Contractor shall prepare and submit to Customer an accounting report (hereinafter referred to as
“Accounting Report”) covering all expenditures by Contractor for the Services, itemized as per
BOR, together with the relevant evidencing papers and supporting documentations (such as
receipts for air travel, hotel and foods, vendor’s invoices and receipts), together with a Covering
Letter for the Accounting Report (Form No.6), within the Term of Agreement.
11.2
Notwithstanding clause 11.1, the due date for Accounting Report can be altered, if Contractor
presents an “Application: Delay to submit Accounting Report” (Form No. 7), before the
termination of Agreement, with Customer’s consent.
11.3 As needed, Customer may request Contractor to submit documents and others describing the
evidence of Contractor’s expenses in more detail in connection with the Accounting Report.
12.
Settlement of the Amount of Remuneration
12.1 In the event that Customer receives Accounting Report, Customer shall promptly examine the
content of such report.
12.2 As needed, Customer may inspect account-books and documents evidencing the expenses related
to Services, and have Contractor submit additional reports and materials to be referenced on-site
or the business premises of Contractor (including the business premises of Sub-Contractor) in
which event Customer shall give a prior notice to Contractor. Notwithstanding any other
provisions stated herein above or in Agreement, Contractor shall have the right to exclude, from
the scope of any inspection executed by Customer, its trade secrets, personal information,
formulae and processes irrelevant to this Agreement.
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12.3
In the event that necessary examination is conducted and the results thereof are accepted by
Customer as conforming to the terms and conditions of this Agreement, the amount of
remuneration for the Services shall be settled and notified to Contractor by Customer.
12.4 It is expressly acknowledged by both Parties that such amount of remuneration provided in clause
12.3 shall be settled so as to be the sum of expenses properly incurred for the Services or the
Amount of Agreement, whichever is lower, and so that the actual expenses of each items, shall
not exceed its sum specified in BOR.
13.
Invoice and Payment
13.1 Contractor shall submit invoice(s) to Customer after the notification referred to clause 12.3.
13.2 No later than thirty (30) days after such invoice(s) is deemed to be received by Customer,
Customer shall make cash payment(s) for Services to a bank account designated by Contractor by
way of electronic bank transfer.
13.3 In the event that payments by Contractor to Customer for damage compensation, breach penalty,
delay penalty and others is to be made, the sum of such payments may be deducted from the sum
of the settled amount of remuneration subject to clause 12.3, and if, despite this, the balance
leaves a shortage, Customer may charge Contractor such shortage.
14.
Interim Payment(s)
14.1 Upon Contractor’s request, Parties may agree on interim payment(s) to Contractor before the
completion of Services.
14.2 The amount of Interim Payment shall be agreed not to exceed the total amount of BOR.
14.3 Contractor shall submit invoice(s) for Interim Payments to Customer when Contractor requests
such payment.
15.
Overdue Interest
In the event that Customer does not make payment(s) for Services on or before the due date,
Customer shall make payment of 5% per annum of the accrued amount payable as Overdue
Interest (round down to the nearest one Japanese Yen) for the days of the period from the day
following the due date until the date the payment is made(hereinafter referred as “Overdue Days”),
provided, however, that Customer shall not be liable for failure of its obligation of payment due to
the occurrence of any act of Force Majeure. In the event of Force Majeure, the number of days for
the duration of such Force Majeure will be eliminated from Overdue Days.
16.
Refund and Payment of Difference
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16.1 In the event that Contractor received Interim Payments stipulated in clause 14 and the sum of such
Interim Payments exceeds the settled amount of remuneration described in clause 12, Contractor
shall refund the amount exceeding the settled amount of remuneration based on the instruction
made by Customer.
16.2 In the event that Contractor received Interim Payments stipulated in clause 14 and the sum of such
Interim Payments are less than the settled amount of remuneration, Contractor shall submit
invoice for the difference between such Interim Payments and the settled amount of remuneration
to Customer. Customer shall make payments based on the practice as stated in clause 13.
17.
Termination
17.1 In the event that either Party wishes to terminate all or a part of Agreement during the Term of
Agreement due to one of the following causes, the terminating Party shall notify the other Party in
writing and have the other Party’s written consent to such termination.
(a) Upon the occurrence of any difficulties relating to Project implementation by Customer.
(b) Upon the occurrence of any difficulties for Contractor to continue to execute Services.
(c) Upon the occurrence of an economic upheaval.
(d) Upon the occurrence of a natural disaster or any other Force Majeure events.
17.2 Notwithstanding clause 17.1, either Party may by written notice to the other Party immediately
terminate all or a part of this Agreement where:
(a) The other Party has materially breached Agreement and has failed to remedy the breach within
thirty (30) days starting from the date of a written notice by the Party specifying the breach and
requiring that it be remedied,
(b) The other Party violates the Article 3 or 8 of Act on Prohibition of Private Monopolization and
Maintenance of Fair Trade (Low No.54, 1947) and that leads to either of the following events;
a. “cease and desist order” is rendered stipulated in paragraph (1) in Article 49 of Act
on Prohibition of Private Monopolization and Maintenance of Fair Trade.
b. “payment order” is rendered stipulated in paragraph (1) in Article 49 of Act on
Prohibition of Private Monopolization and Maintenance of Fair Trade.
c. “a decision” is rendered stipulated in paragraph (4) in Article 49 of Act on Prohibition of
Private Monopolization and Maintenance of Fair Trade.
d. “payment of a surcharge” is not ordered stipulated in paragraph 18 or 21 in
Article 7-2 of Act on Prohibition of Private Monopolization and Maintenance of Fair Trade.
(c) The other Party or its board member or employee appears to have relationships with a gang or
gangster(s) specified in the Article 2 of the Law on Preventing Illegal or Unreasonable Behaviors
by Gangsters (Law No.77,1991), or
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(d) The other party ceases to carry on its business, is unable to pay its debts by the due date, is
declared bankrupt, compounds with its creditors or receives an order or a resolution passed for
the winding up of the other Party or the appointment of an administrator, receiver, liquidator or
manager of the other Party or a similar event occurs under any applicable law within the country
of the Party’s establishment.
17.3 The expiry or early termination of this Agreement for any reason stated in clause 17.1 and 17.2
shall not affect this clause 17.3, clause 18, clause 19, clause 20, clause 21, clause 22, clause 26,
clause 27, clause 29, clause30, clause 31, clause 32, clause 33, and clause 34, which shall continue
in force notwithstanding such termination for five (5) years from the date first above written.
17.4 In the event that all or a part of Agreement terminates as stipulated in clause 17.1 by the notice of
Customer, Customer shall pay all costs and expenses for execution of Services incurred by
Contractor prior to receipt of notice of termination, provided, however, that such payment by
Customer shall not exceed the Amount of Agreement.
17.5 In the event that all or a part of Agreement terminates as stipulated in clause 17.1 by the notice of
Contractor, Contractor shall refund all the amount received from Customer prior to receipt of
notice of termination. Customer may request Contractor to pay up to the additional amount of
10% of Amount of Agreement as a cancellation charge and Contractor shall pay such amount to
Customer.
17.6 In the event that all or a part of Agreement terminates as stipulated in clause 17.2 by the notice of
Contractor, Customer shall pay all costs and expenses for execution of Services incurred by
Contractor prior to receipt of notice of termination, provided, however, that such payment by
Customer shall not exceed the Amount of Agreement.
17.7 In the event that all or a part of Agreement terminates as stipulated in clause 17.2 by the notice of
Customer, Contractor shall refund all the amount received from Customer prior to receipt of
notice of termination and pay the additional amount of 10% of Amount of Agreement to
Customer.
18.
Bookkeeping
18.1 With respect to the Amount of the Agreement, Contractor shall keep an account-book together
with records of all payments and credits by items as specified in BOR of SOW in connection
with the expenses to provide the Services.
18.2 Contractors shall preserve the books described in clauses 18.1 for a period of five years after
completion of the Services.
18.3
Upon Customer’s request, Contractor shall submit the account-book with records of payments
and credits specified in clause 18.1 in the event of Customer’s audit by its auditors to examine
the Services provided by Contractor.
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18.4
All payments made by Customer may be subject to revaluation and refund or future withholding
of billing payments conditioned on the results of Customer’s audit described in clause 18.3
above.
19.
Ownership of Acquired Properties
19.1
Customer owns any additional properties acquired or increased in capacity or function
(hereinafter referred to as “Acquired Properties”) through the execution of the Services. For the
avoidance of doubt, Acquired Properties do not include Deliverable(s) or IPR.
19.2
Contractor shall submit “Specifications of Acquired Properties” (Form No. 8) to Customer
together with the Accounting Report when Services complete unless otherwise instructed by
Customer.
19.3
Contractor shall, notwithstanding the expiry or earlier termination of this Agreement, maintain
and manage Acquired Properties responsibly until the day when Contractor delivers such
Acquired Properties to a designated third party based on Customer’s instruction.
20.
Liability
20.1 Neither Contractor nor any of its subsidiaries or affiliates nor one of their respective officers,
employees, representatives, agents or subcontractors (each an “Indemnitee”) shall have any
liability to Customer on account of the Agreement unless such liability is the result of fraud, gross
negligence, breach of contract or Willful Misconduct on the part of such Indemnitee.
20.2 Neither Party nor any Indemnitee shall be liable, and hereby releases and indemnifies the other
Party, under any circumstances, for indirect, special or punitive damages or loss, on account of
any claim arising from or in connection with or otherwise relating to the Agreement, whether on
the basis of negligence, tort, breach of contract, misrepresentation, indemnity or otherwise.
20.3 This Agreement is made exclusively for the benefit of the Parties and shall not confer any rights
on any third party. In particular, Contractor shall not owe any duty of care to any third party in
respect of the preparation of the Deliverable(s) or their contents. Accordingly, Customer
undertakes that no Deliverable(s) shall be provided to a third party unless the source of such
Deliverable(s) is not mentioned or indicated or it is accompanied by the letter attached to this
Agreement.
20.4 Notwithstanding anything to the contrary in the Agreement, the aggregate liability of either Party
against the other Party for any and all claims, damages, injuries, losses (including reasonable
lawyers fees and legal costs) and other liabilities of any kind under the Agreement, including,
without limitation, for negligence, gross negligence, and breach of contract, fundamental or
otherwise, shall not exceed hundred percent (100%) of the Amount of the Agreement or USD five
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hundred thousand (USD500,000) whichever is lower. Customer shall indemnify and hold
harmless Contractor from any claims or losses in excess of the foregoing limitation.
20.5 Contractor is not responsible for loss of data regardless of cause. Contractor’s liability for loss of
all or part of the data or information will be limited to the lesser of the cost to reproduce the
information from a backup copy or the aggregate amount paid by Customer for Services.
20.6 Any interpretation of data or interpretation of test or other data, and any recommendations or
reservoir description based upon such interpretations, are opinions based upon inferences from
measurements and empirical relationships and assumptions, which inferences and assumptions
are not infallible, and with respect to which professional geophysicists or analysts may differ.
Accordingly, Contractor cannot and does not warrant the accuracy, correctness or completeness of
any such interpretation, recommendation or reservoir description. Customer has full responsibility
for all such decisions and for all decisions concerning other procedures relating to the drilling,
production or any other of Customer’s operations.
21.
Proprietary Rights of Intellectual Property
21.1 Each Party shall retain all right, title and interest in its Background IP.
21.2 The ownership of any and all of the Deliverable(s), as well as any and all IPR as well as any and
all rights to be entitled to IPR, which may be created during the course of providing the Services,
shall belong to Customer, unless otherwise shared in accordance with the provisions stated in
clause 22. Nothing herein shall be deemed to grant or convey ownership of Contractor’s
Background IP to Customer.
21.3
Contractor shall, notwithstanding the expiry or earlier termination of this Agreement, maintain
the Deliverable(s) and IPR stipulated in clause 21.2 in good faith, which shall not be practiced,
assigned, exchanged, leased or offered as collateral, without prior approval of Customer, contrary
to the purpose of the Services.
21.4
In the event that Contractor makes an Invention and Others possible to become IPR, Contractor
shall promptly submit Customer a “Notice for Invention and Others” (Form No. 9), and shall
assign to Customer such rights to be entitled to IPR without any compensation at a proper time
designated by Customer.
21.5
In the event that Customer licenses the IPR to a third party, Contractor shall make every
reasonable effort in cooperating with such third party on a technical level so as to practice the IPR
in a facilitated manner.
22.
22.1
Sharing of Proprietary Rights of Intellectual Property
In the event that Contractor wishes to share IPR, which may be created during the course of
providing the Services, stipulated in clause 21.2, and submits an “Application for Sharing
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Proprietary Rights of IPR” (Form No. 10) on the date of Agreement, such proprietary rights shall
be shared by Customer and Contractor, provided, however, that the share of the IPR acquired by
Contractor shall be equal to or lower than 50%. A part or all of Contractor’s share of the IPR may
be jointly owned with Subcontractor(s).
22.2 When an IPR, which is created during the course of providing the Services and which is jointly
owned by the Parties, (hereinafter referred as ‘Shared IPR’) is to be applied for registration, both
Parties shall firstly agree on a Joint Application Agreement and jointly bear and pay for the
expenses of the IPR application through registration as well as maintenance fee of the Shared IPR,
all of which to be paid to patent offices and attorneys based on respective share of the Shared IPR.
Contractor shall conduct the necessary procedures for the IPR application through registration.
22.3 Either Party may, by giving a notice to the other Party, practice the IPR, stipulated in clause 21.2,
when shared, without any compensation.
22.4 In the event that either Party wishes to license the Shared IPR (exclusive or non-exclusive) to a
third party, such Party shall have a prior consent of the other Party.
22.5 Notwithstanding clause 22.4 above, Contractor or Sub-Contractor as the case may be shall admit
Customer to license the Shared IPR to METI either on exclusive or non-exclusive basis with a
notice by Customer without any compensation in consideration with the Purpose of Agreement.
23
Transfer of Shared IPR
In the event that either Party wishes to transfer a part or its entire share of the Shared IPR to a third
party other than the other Party or METI, such Party shall submit an Application for Transferring
the Shared IPR to the other Party and have a prior consent of the other Party.
24.
Copyright of Deliverables
24.1 With respect to the copyright of the Deliverables which is submitted as a result of the Services,
Contractor shall be deemed to grant Customer to practice such copyrights of the Deliverables and
license it to any third party, provided that the area of usage is limited within where Customer is
required.
24.2 Contractor shall not use its moral right against the practice of the copyrights by Customer or the
third party. In the event that the author of the Deliverables is different from Contractor, Contractor
shall make necessary measures to prevent the author to use its moral right against the practice of
the copyright by Customer or the third party.
24.3 In the event that Contractor wishes to publish the contents of Deliverables or the secondary
products which are produced through the execution of the Services, Contractor shall have a prior
consent of Customer and express the fact that such Deliverables or secondary products have been
made through the execution of the Services when Contractor publishes them.
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25
Progress Report
25.1 When requested by Customer, Contractor shall prepare and submit to Customer a progress report
for the Services.
25.2 On the occurrence of any event of Force Majeure, including but not limited to accidents, untoward
incidents, Contractor shall promptly notify Customer in writing of such Force Majeure event.
26
Personally identifiable information (PII)
26.1 Either party shall in good faith handle the personally identifiable information, which is the
information regarding an alive person and is able to identify such person with name, birth date or
other description, number or code, or other correspondence including any information which is
not able to identify a person only by itself, but is easy to verify with other information and is able
to identify a person with it, deposited from the other Party (hereinafter referred to as “PII”).
26.2 In the event that either Party contracts out or sub-contracts to a third party a part of its business
which includes a task(s) handling PII, the Party shall request to such third party to handle the PII
appropriately and shall enter into an agreement with the third party to comply with the necessary
procedures to handle such PII which are stated in this clause 26.
26.3 Either Party shall be prohibited to do the followings, unless the Party has a prior consent of the
other Party,
(a) To supply or deliver the contents of the PII to any third party with exception of the case stated
in the clause 26.2, or
(b) To use, duplicate, or alter the PII beyond the Purpose of this Agreement.
26.4 In the event that either party handle the PII, the Party shall determine the necessary measures for a
security control such as a control system including a manager, an inspection procedure checking
the situation of handling the PII, and so on, and take necessary measures to prevent PII from
leakage, loss, or damage.
26.5 In the event that the Agreement is completed or terminated, Contractor shall immediately return
the PII deposited by Customer to Customer and erase or dispose entire information in the case that
such PII is stored in various media including electronic memories, unless otherwise instructed by
Customer.
26.6 In the event that either Party recognizes the fact that PII is in a situation of leakage, loss, or
damaged or of violation etc. in relation to this clause 26, the Party shall take measures to prevent
the damage from spreading and report to the other Party on the fact of occurrence of the
incident(s), level of damage, counter-measures to cope with, and measures to be taken for a
person(s) who may be identified by the PII.
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26.7 In the event that either Party collects or produces any personally identifiable information other than
PII, the Party shall handle such information complied with the Law of Protection of Personally
Identifiable Information (Law No.57, 2003).
26.8 Clause 26.1, 26.3, and 26.6 herein shall be effective, after the completion or termination of the
Agreement.
27. Confidentiality
27.1 Parties shall keep confidential any information which is expressly indicated to be
confidential and any information of whatever nature concerning the business, finances, assets,
liabilities, dealings, transactions, know-how, customers, suppliers, processes or affairs of the
other Party and Parties shall not to disclose or otherwise make available the same to a third party
without the prior written consent of the other Party.
27.2 The confidentiality obligations under clause 27.1 shall not be applicable to the disclosure by
either Party of any information contained in the Deliverable(s)
(a) to its officers, employees, advisors, representatives and agents, in each case, to the extent
required to enable such Party to carry out its obligations under this Agreement and in each case
they shall be made aware by such Party of its obligations under this Agreement and they shall
be required by such Party to observe the same restrictions on the use of any relevant
information as contained in clause 27.1 above;
(b) to the extent required by any applicable law or by the regulations of any stock exchange or
regulatory or supervisory authority to which such Party is subject or pursuant to any order of
the court or other competent authority or tribunal;
(c) to the extent that such information is in or comes into the public domain other than by breach
of this Agreement by such Party;
(d) To the extent that such information is lawfully acquired by such Party from a third party which
has full rights to disclose such information.
27.3 Notwithstanding clause 27.1, Customer and/or Japanese Government may disclose the following
information regarding this Agreement:
(a) Title of the Agreement,
(b) Date of the Agreement,
(c) Name and address of Contractor, and
(d) Total Amount of the Agreement,
28. Amendment
No Amendment of this Agreement shall be effective unless an Amendment is in writing signed by
and on behalf of both of the Parties. The expression “Amendment” as used in the preceding
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sentence includes, but is not limited to supplement, deletion or replacement, however effected.
Amendment of this Agreement cannot be effected via e-mail.
29.
Waiver
The rights and remedies of either Party shall not be affected by any failure to exercise or delay in
exercising any right or remedy or by the giving of any indulgence by such Party except a specific
waiver or release in writing and any such waiver or release shall not prejudice or affect any other
rights or remedies of such Party. No single or partial exercise of any right or remedy by either
Party shall prevent any further or other exercise thereof or the exercise of any other right or
remedy by such Party.
30.
Force Majeure
30.1 Notwithstanding any other provision of this Agreement, no Party shall need act if it is impossible
to act due to force majeure, meaning any cause beyond its control (including, without limitation,
war, riot, natural disaster, labour dispute, or law taking effect after the date of this Agreement). A
Party affected by force majeure shall notify the other Party promptly after it determines that it is
unable to execute Services.
30.2 A Party shall have no responsibility or liability for any loss or expense suffered or incurred by the
other Party as a result of its not acting for so long as the force majeure under clause 30.1 continues.
However, the non-performing Party shall make reasonable efforts to avoid or remove the
circumstances giving rise to the force majeure and shall continue to provide the Services under
this Agreement promptly when they are removed.
31.
Employee Solicitation
Except with the prior written consent of the other Party and except if part of a public solicitation
for employment, neither Party shall solicit the employment of any of the other Party’s employee
until not less than one (1) year has elapsed from the payment of the final invoice for the Services.
32.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Japan.
33.
Language
This Agreement shall be entered into in English language. Should there be any discrepancy
between this Agreement and any translation of it into any language other than English, the original
English text shall prevail.
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34.
Disputes and Arbitration
34.1 The Parties shall do their best to negotiate in good faith and settle amicably all disputes,
controversies or differences which may arise between the Parties, out of or in relation to or in
connection with this Agreement or any breach thereof. If such dispute cannot be settled amicably
through ordinary negotiations by appropriate officers or directors of the Parties within a thirty (30)
day period of being first referred, it shall be submitted for final resolution by arbitration in Tokyo
in accordance with the Commercial Arbitration Rules of The Japan Commercial Arbitration
Association. Any judgment upon the award rendered by the arbitrators may be entered in any
court having jurisdiction therein. Any award rendered by the arbitrators may include costs against
either Party, but under no circumstances are the arbitrators authorized or empowered to award
special, punitive or multiple damages against either Party. The award of the arbitration shall be
final and binding to the Parties.
34.2 The language to be used in the arbitral proceedings shall be English.
34.3 The arbitral tribunal (hereinafter the “Tribunal”) shall be composed of three (3) arbitrators, with
each party appointing one arbitrator, and the two arbitrators so appointed appointing the third
arbitrator who shall act as the presiding arbitrators of the Tribunal.
34.4 The Parties shall treat all matters relating to the arbitration as confidential. The Parties understand
and agree that this confidentiality obligation extends to information concerning the fact of any
request for arbitration, and any ongoing arbitration, as well as all matters discussed, discovered, or
divulged, (whether voluntarily or by compulsion) during the course of such arbitration
proceeding.
Customer and Contractor shall execute this Agreement in duplicate and retain one copy each.
IN WITNESS WHEREOF this Agreement is signed on the date first written above.
SIGNED:
__________________________________________________
For and on behalf of Japan Oil, Gas and Metals National Corporation
Makoto Ichikawa
Executive Director, Member of the Board
Japan Oil, Gas and Metals National Corporation
SIGNED:
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__________________________________________________
For and on behalf of [
[
]
[
]
]
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Form No.1
Date:
To: Executive Director, Member of the Board
Japan Oil, Gas and Metals National Corporation
From:
(Signature)
[name and title of signer]
[
]
Incident Report
(under the provisions of Agreement, clause 3)
1. Date of the Agreement:
2. Agreement:
3. Summary and Details of the Incident:
4. Countermeasures or Remedies taken for the Incident:
5. How does it affect the original plan:
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Form No.2
Date:
To: Executive Director, Member of the Board
Japan Oil, Gas and Metals National Corporation
From:
(Signature)
[name and title of signer]
[
]
Report on Printed Matters
(under the provisions of Agreement, clause 4.2)
1. Date of the Agreement:
2. Agreement:
Name of Deliverable:
1.Printing Paper (Non-coated printing paper and/or Coated printing paper)
Evaluation Criteria
Evaluation
Reasons not to satisfy the Criteria
Composite
(1) Must fulfill one of the following.
Rating
a. For non coated printing paper, the
(
)
composite rating obtained by using the
following numbers in the formula in note 4
must be 80 or higher: content of recycled
pulp, Sustainable Green Ecosystem Council
certified pulp, pulp manufactured with
lumber obtained from thinning, proportion
of pulp content that is used in accordance
with method of material procurement with
sustainable goals, and degree of bleaching
to be used for material.
b. For coated printing paper, the composite
rating obtained by using the following
numbers in the formula in note 4 must be 80
or higher: content of recycled pulp,
Sustainable Green Ecosystem Council
certified pulp, pulp manufactured with
lumber obtained from thinning, proportion
of pulp content that is used in accordance
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with method of material procurement with
sustainable goals, and amount of coating to
be used for material.
(2) If virgin pulp is used as the raw material,
the pulpwood used is to be in compliance
with the regulations concerning forestry in
its country or geographical area of origin.
This does not apply to virgin pulp
manufactured with lumber obtained from
thinning, or virgin pulp manufactured by
using recycled wood pieces obtained from
plywood or lumber factories, material left
over from forestry, or lumber with small
diameter.
(3) The composite rating and its breakdown
(index or additional rating, as well as rating
for each index item) must be readily
available on website etc.
(4) Not processed in a way that makes
difficult to recycle.
2. Printing
Evaluation Criteria
Evaluation
Reasons not to satisfy the Criteria
(1) Paper that conforms to the evaluation
criteria for printing paper (refer to Paper
section). Cover page of bounded material
will be excluded and if virgin pulp is used
as the raw material, the pulpwood used is to
be in compliance with the regulations
concerning forestry in its country or
geographical area of origin. This does not
apply to virgin pulp manufactured with
lumber obtained from thinning, or virgin
pulp manufactured by using recycled wood
pieces obtained from plywood or lumber
factories, material left over from forestry,
or lumber with small diameter.
(2) Material that will interfere with the
recycle for paper indicated in Table 1 Rank
B, C and D are not used. When they must
be used for the usage and purpose of the
printed material, it is necessary to note the
part in which the material is used as well as
method of discarding.
(3) Recycle compliancy is indicated on the
printed material.
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(4) For offset printing, inks contain
vegetable based oil and inks whose
aromatic compounds are less than 1% must
be used.
Points to fill in the form
1.Fill in the names of the printings in the blank of “Name of Deliverables” such as Research Report,
Pamphlet, Leaflet, Poster, and so on, and fill out forms and submit them by name of Deliverables.
2.All printings which were printed and handed for propagation and publicity other than usage for
Customer with respect to the Pamphlet, Leaflet, and Poster etc. must be included in the results.
3.With respect to the column for ‘Evaluation’, fill the numerical number in the column of 1.(1) (If
multiple kinds of papers are used, write down the numbers of pages by kind of paper showing with the
brackets of 〈 〉 .), and fill in ○ (yes) or ☓ (no), or slash out the columns (in case of no results) for
columns other than 1. (1).
4. Composit rating, Index, Additional rating, and Rating is derived as follows:


Composite rating stands for the amount Y1 or Y2 to be derived from the following.
Index item denotes content of recycled pulp, Sustainable Green Ecosystem Council
certified pulp, pulp manufactured with lumber obtained from thinning, proportion of pulp
content that is used in accordance with method of material procurement with sustainable
goals, degree of bleaching, and weight per unit to be used for material. Proportion of pulp
content that is used in accordance with material procurement with sustainable goals
denotes pulp to be used in accordance with material procurement with sustainable goals,
with the exception of Sustainable Green Ecosystem Council certified pulp and pulp
manufactured with lumber obtained from thinning.
 Index stands for amount per index item for x1, x2, x3, x4 to be derived from the following;
 Additional rating stands for amount per index item for x5, x6 to be derived from the
following.
 Rating stands for the amount calculated in accordance with formulas for y1, y2, y3, y4, y5
to be derived from the following.
Y1 = (y1+y2+y3)+y4
Y2 = (y1+y2+y3)+y5
y1 = x1-10 (60≦x1≦100)
y2 = x2+x3 (0≦x2+x3≦40)
y3=0.5 x x4 (0≦x4≦40)
y4=-x5+75 (60≦x5≦75, x5<60→x5=60, x5>75→x5=75)
y5=-0.5x6+20 (0≦x6≦10→x6=10, 10≦x6≦20→x6=20,20≦x6≦30→x6=30,
x6>30→x6=40)
Y1, Y2 and y1, y2, y3, y4, y5, x1, x2, x3, x4, x5, x6 stand for the following amount.
Y1 (composite rating of non coated printing paper): the sum of y1, y2, y3, y4 with the amount
below decimal point eliminated.
Y2 (composite rating of coated printing paper): the sum of y1, y2, y3, y5 with the amount below
decimal point eliminated.
y1: calculated rating for recycled pulp content, rounded to one decimal place.
y2: calculated rating for the content of Sustainable Green Ecosystem Council certified pulp and
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pulp manufactured with lumber obtained from thinning, rounded to one decimal place.
y3: calculated rating for proportion of pulp content that is used in accordance with method of
material procurement with sustainable goals, rounded to one decimal place.
y4: calculated sum of degree of bleaching rounded to one decimal place (not applied for colored
printing paper or fancy paper (including fine quality of colored paper and general colored paper
used colorant)).
5 point adding in case of colored printing paper and fancy paper of Rank A (the one not
obstructed in recycling to printing paper) that meet the criteria of “printing” (refer to printing
section), there is no adding point for other paper.
y5: calculated sum of amount of coating, rounded to one decimal place.
x1: content ratio of recycled pulp satisfying minimal guarantee (%)
x2: content ratio of Sustainable Green Ecosystem Council certified pulp (%)
x2 = (Sustainable Green Ecosystem Council certified pulp / virgin pulp) x (100-x1)
x3: content ratio of pulp manufactured with lumber obtained from thinning (%)
x3= (pulp manufactured with lumber obtained from thinning / virgin pulp) x (100-x1)
x4: content ratio of pulp that satisfy other sustainable goals (%)
x4= (pulp that satisfy other sustainable goals / virgin pulp) x (100-x1)
x5: degree of bleaching (%)
degree of bleaching is to be determined as management standard per each product lot at the time
of production. Amounts within 3% of management standard are to be allowed. When coloring
occurs with purposes other than to match the lot color (when bleaching is done intentionally)
does not count towards additional points.
x6: amount of coating (g/m2)
amount of coating (coating on both sides) is to be determined as management standard per each
product lot at the time of production.
5.In the event that multiple kinds of papers are used, if a major portion of the entire pages is
using the papers satisfied the Criteria, the column of Evaluation shall be filled as satisfied.
6.With respect to the column of “Reasons not to satisfy the Criteria”, fill in the each column in
case that such Evaluation is not to satisfy the Criteria.
7.When placing an order for printed products, Contractor shall confirm the materials used for
such printing based on the Material Confirmation Sheet (Table 2), make reasonable endeavor to
produce Recycle-Compliant Printed Matters, and submit the Material Confirmation Sheet
(Table 2) or its copy attached to Report on Printed Matters (Form No.2).
Notes
*1.Pulp used in accordance with method of procurement of materials with sustainable goals, as
stated in 1. (1), denotes one of the following:
a. Pulp used in accordance to the policy that states the procurement of pulpwood only from
those forests which are operated in accordance with the viewpoint to use forest material both
cyclically and sustainably by maintaining the diverse functions of the forests, while not
contributing to the deterioration of the forest or the reduction of forest area, and which maintain
environmental excellence, including preservation of biodiversity, and social excellence,
including consideration for health and safety of workers.
b. Pulp used in accordance with policies for procuring recycled and unused pulpwood that
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would contribute to the effective application of resources (scrap wood, pulpwood derived from
construction, lower standard pulpwood (leftover pulpwood from forestry, shrubbery, tree root,
pulpwood obtained from logs affected by vermin and natural disasters, bent material, material
with small diameter, etc.) and fiber from waste plants).
*2.Confirmation of the legality and the sustainability of the forest where pulpwood producing
paper originates from, as stated in 1.(2) is to be conducted in accordance with the Forest
Agency’s “Guideline for Verification on Legality and Sustainability of Wood and Wood
Products (February 15, 2006)”. In cases where the contract between the lumber company and
the processing and marketing companies has been made prior to April 1, 2006, the proof that
the lumber is legal in accordance to the guideline above is not necessary, as long as the party
that is maintaining the lumber and the products documents on a certificate by April 1, 2006 that
the said contract has been completed before April 1, 2006.
*3. Recycle compliancy noted in Evaluation Criteria, as stated in 2.(2) and (3), should be listed
in accordance with “Guidelines for Producing Recycle-Compliant Printed Matter” created by
Paper Recycling Promotion Center and operated by Japan Federation of Printing Industries.
*4. Recycle-compliancy in Evaluation Criteria, as stated in 2. (3), should be indicated as
follows. Method of display should take into account the investigation results of “Guidelines for
Producing Recycle-Compliant Printed Matter” and make alterations as needed.
(1) When only material from rank A is used, May be recycled into printing paper must be
indicated.
(2) When only material from rank A or B is used (with the exception of (1)), May be recycled
into cardboard must be indicated.
(3) When material from ranks C or D is used, Unsuitable materials to recycling are used.
* 5.Inks contain vegetable based oil noted in evaluation Criteria, as stated in 2.(4), indicates that
meet the ratio of contents of vegetable based oil fulfill the requirement of each ink type
provided as shown in the following table.
Ink types
Ratio of vegetable based oil content
Journal rotary offset printing ink
30% or more
Non heat set printing ink for rotary press
30% or more
Sheet-fed printing ink
20% or more
(gold, silver, pearl and white ink)
(10% or more)
Business form ink
20% or more
Heat set printing ink for rotary press
7% or more
UV ink
7% or more
Aromatic compounds denote aromatic hydrocarbon compounds detected when applying
component testing method of petroleum products determined by JIS K2536.
Table 1 : Recycle-Compliancy Ranking Test for used paper
Rank A
Rank B
Rank C
Will not interfere Will interfere when Will interfere
when recycling
recycling into
when recycling
into paper or
paper, but will not into paper or
cardboard
interfere when
cardboard
recycling into
cardboard
Rank D
Cannot be
recycled into
paper or
cardboard as even
small amounts
cannot be
removed
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(1)Paper
(2) Inks
Regular paper
Construction
paper, coated
paper, high
quality paper,
medium quality
paper, straw
paper
Processed paper
Colored paper
(Rank A)*, fancy
paper (Rank A)*
Resin permeated
paper (water
soluble)
Regular inks
Relief printing
inks, flat printing
inks (offset
printing inks),
gravure ink
solvent,
flexo-ink
solvent, screen
inks
Specialty inks
Recycle-ready
UV ink☆, Silver
and gold ink for
offset printing,
pearl ink, OCR
ink (oil-based)
Specialty
Processing
OP varnish
Processed paper
Colored paper
(Rank B)*, fancy
paper (Rank B)*,
paper coated with
resin such as
polyethylene, etc.,
paper laminated
with resin such as
polyethylene,
glassine paper,
India paper
Processed paper
Colored paper
(Rank C)*, fancy
paper (Rank C)*,
resin permeated
paper (excluding
water soluble
types), sulfate
(parchment)
paper, tarpaulin
paper, wax paper,
cellophane,
synthesized paper,
carbon paper,
carbon-less paper,
thermal paper,
solder less paper
Processed paper
Sublimation
transfer paper,
thermal foam
paper, aromatic
paper
Specialty inks
Thermal ink, low
sensitivity ink,
magnetic ink
Specialty inks
Sublimating ink,
foam ink,
aromatic ink
Regular inks
Water based
gravure ink, water
based flexo-ink
Specialty inks
UV ink, silver and
gold ink for gravure
printing, OCR UV
ink, EB ink,
fluorescent ink
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(3)
Binding
Processing Processing
material
Binding wire,
stapler, etc.; fine
retardant EVA
Binding
Processing
Binding thread,
EVA hot melt
Binding
Processing
Cross
coating(cloth
cross, paper cross)
hot melt☆; PUR
hot melt ☆ ;
water based glue
Surface
processing
Glossy coat
(varnished, press
coating)
Surface
processing
Glossy laminating
(PP coating); UV
coating; UV
laminating; foil
coating
Other processing Other processing
RecycleSeals (with the
compliant seals
exception of
(all dissolve
recycle-compliant
adhesive paper) types)
Other processing
Three dimensional
printed material
(lenticular lens
used)
☆
(4) Others
Foreign substance
Foreign substance
Adhesive tape
Stone, glass, metal
(recycle-compliant) (excluding
binding stapler,
metal, etc.), sand,
wood chips,
plastic, cloth,
building material
(gypsum board,
etc.), non-woven
cloth, adhesive
tape (excluding
recycle-compliant
types)
Foreign substance
Fragrant
accessories
(deodorant,
perfume, lipstick,
etc.)
Note:
*1. Each organization must confirm publishing in data base of “Producing Recycle-Compliant
Printed Matter” operated by Japan Federation of Printing Industries, to use materials marked
“☆” (Fine retardant EVA hot melt; PUR hot melt Recycle-ready UV ink, Recycle-compliant
seals).
*2. Each organization must confirm the recycling aptitude of each product about materials
marked “*” (colored paper and fancy paper), published by “The Ministry of the Environment
Law on Promoting Green Purchasing. net”.
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Table 2 : Material Confirmation Sheet (sample)
Date:
To: JOGMEC
XYZ Company
Agreement:
Printing material
Paper
Text
Front
cover
Back
cover
Covering
material
Ink
Processing
Binding
processing
Surface
processing
Other
processing
Material Confirmation Sheet
Category
Used(○) RecycleCompliancy
ranking
A
High quality
○
paper
A
Construction
○
paper
A
High quality
○
paper
Manufacturer,
product name
Note
xx paper
manufacturing
xx paper
manufacturing
xx paper
manufacturing
○
A
Flat printing
ink
○
A
PUR Hot melt xx chemicals
○
A
OP varnish
xx ink
company
xx chemicals
Others
↓
Recycling procedures
Evaluation
Only material from rank A is used
May be recycled into printing
○
paper
Only material from ranks A and B are
May be recycled into cardboard
used
Material from ranks C or D are used
Unsuitable materials to recycling
are used
Note:
*1.Refer to latest “Guidelines for Producing Recycle-Compliant Printed Matter, published in
Producing Recycle-Compliant Printed Matter”, when filled in Material Confirmation Sheet
about the printing material.
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*2. With respect to the sample sheet above, fill ○ in the column of “Only material from rank A
is used” because “Recycle-Compliancy rankings” are all A. In the case that rank B materials are
used only as a part of entire materials, fill ○ in the column of “Only material from ranks A and
B are used”. In the case that rank C or rank D materials are used only as a part of entire materials,
fill ○ in the column of “Material from ranks C or D are used”.
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Form No. 3
Date:
To: Executive Director, Member of the Board
Japan Oil, Gas and Metals National Corporation
From:
(Signature)
[name and title of signer]
[
]
Application for Amendment of Scope of Work
(under the provisions of Agreement, clause 5.1)
1. Date of the Agreement:
2. Agreement:
3. Present progress:
4. Details of the amendment:
5. Reason for the amendment:
6. How does it affect the original plan?
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Form No. 4
Date:
To: Executive Director, Member of the Board
Japan Oil, Gas and Metals National Corporation
From:
(Signature)
[name and title of signer]
[
]
Notification for Amendment of Scope of Work
(under the provisions of Agreement, clause 5.3)
1. Date of the Agreement:
2. Agreement:
3. Details of the amendment:
4. Reason for the amendment:
5. Date of the amendment:
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Form No. 5
Date:
To: Executive Director, Member of the Board
Japan Oil, Gas and Metals National Corporation
From:
(Signature)
[name and title of signer]
[
]
Notification of Completion
(under the provisions of Agreement, clause 9)
1. Date of the Agreement:
2. Agreement:
3. Term of the Agreement:
4. Date of Completion:
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Form No. 6
Date:
To: Executive Director, Member of the Board
Japan Oil, Gas and Metals National Corporation
From:
(Signature)
[name and title of signer]
[
]
Covering Letter for the Accounting Report
(under the provisions of Agreement, clause 11.1)
1. Date of the Agreement:
2. Agreement:
3. Term of the Agreement:
4. Total amount of the expenditures: (as per enclosed account)
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Form No. 7
Date:
To: Executive Director, Member of the Board
Japan Oil, Gas and Metals National Corporation
From:
(Signature)
[name and title of signer]
[
]
Application: Delay to submit Accounting Report
(under the provisions of Agreement, clause 11.2)
1. Date of the Agreement:
2. Agreement:
3. Term of the Agreement:
4. Reason of the Delay:
5. New schedule:
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Form No. 8
Date:
To: Executive Director, Member of the Board
Japan Oil, Gas and Metals National Corporation
From:
(Signature)
[name and title of signer]
[
]
Specifications of Acquired Properties
(under the provisions of Agreement, clause 19.2)
1. Date of the Agreement:
2. Agreement:
3. Term of the Agreement:
4. Specifications
name and/or
period of
structure
durability
qty
acquired
value
date
(cost)
depository
remarks
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Form No. 9
Date:
To: Executive Director, Member of the Board
Japan Oil, Gas and Metals National Corporation
From:
(Signature)
[name and title of signer]
[
]
Notice for Invention and Others
(under the provisions of Agreement, clause 21.4)
1. Date of the Agreement:
2. Agreement:
3. Name and address of the inventor:
4. Details of the invention:
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Form No. 10
Date:
To: Executive Director, Member of the Board
Japan Oil, Gas and Metals National Corporation
From:
(Signature)
[name and title of signer]
[
]
Application for Sharing Proprietary Rights of IPR
(under the provisions of Agreement, clause 22.1)
1. Date of the Agreement:
2. Agreement:
3. Term of the Agreement:
[
] wish to share IPR, stipulated in clause 21.2 of the Agreement, with Japan
Oil, Gas and Metals National Corporation, accepting the terms and conditions provided in clause 22 of
the Agreement.
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