Service Contract for Analysis and Evaluation

Service Contract for Analysis and Evaluation

<Purpose>
Article 1.

Service Contract for Analysis and Evaluation (hereinafter referred to as "the Service Contract") is made for the solo purpose to provide for common and basic requirements for the smooth execution of an individual contract concluded between the Contractee and the Foundation for Promotion of Material Science and Technology of Japan (hereinafter referred to as "MST") in order to carry out the analysis and evaluation (hereinafter referred to as "the Work") entrusted by MST from the Contractee.

<Application>
Article 2.

1. The Contractee and MST shall perform the contract in accordance with the Service Contract in addition to the individual contract concluded in accordance with the following article.
2. In the event of the provisions resulting in a conflict between the individual contract and this Service Contract under the preceding Section, the provisions of the Service Contract shall be deemed to be excluded from application or amended only for that portion.

<Formulation of Individual Contract>
Article 3.

1. The individual contract for the outsourcing of the Work shall become effective at one of the following items:

（1）

MST prepares a quotation based on an application for analysis from the Contractee or other equivalent documents MST delivers it to the Contractee, and the Contractee agrees to it;

（2）

In the event that MST accepts an application from the Contractee in a written order; or

（3）

In the event that MST accepts an application from the Contractee orally (e.g., telephone), or by e-mail, facsimile, etc.

<Faith and Integrity>
Article 4.

1. The Contractee and MST shall cooperate with each other based on mutual trust, protect each other's fidelity, and execute the individual contract in good faith.

<Payment of Contract Fee (Analysis Fee)>
Article 5.

1. In principle, the Contractee shall inspect the Work after MST provides the results of the Work, and transfer the contract fee to an account designated by MST by the following month. Other payment terms shall be discussed separately.

<Confidentiality>
Article 6.

1. MST shall not disclose or divulge any sample, technical information concerning the samples, the results of the Work provided and disclosed by the Contractee, and any other trade secret and technical information of the Contractee that MST has obtained through the execution of the Work (hereinafter collectively referred to as "Confidential Information") to any third party and shall not use any Confidential Information for any purpose other than execution of the Work without prior written consent of the Contractee to the extent that the Contractee deems necessary for carrying out the Work; provided that the Confidential Information shall not include any information that falls under any of the items:

（1）

Confidential information that can be proven to have been possessed or acquired by MST prior to receiving the provision or disclosure of Confidential Information from the Contractee.

（2）

Confidential information that was already known to the public through printed materials, etc. before receiving the provision or disclosure of Confidential Information from the Contractee., or that became known to the public after such provision or disclosure through no fault of MST.

（3）

Confidential information that MST has legitimately obtained from a third party with legitimate authority after receiving the provision or disclosure of the Confidential Information from the　Contractee.

2. MST shall not disclose or divulge the fact that it has been requested to perform the Work by the Contractee to any third party.
3. Notwithstanding the provisions of the preceding two Sections, in the event that MST entrusts all or part of the Works to a third party, MST may disclose the Confidential Information to the third party that has been entrusted; provided that, MST shall impose the third party that has been entrusted the obligations that are at least as restrictive as those set forth in the Service Contract.
4. The provisions of this Article shall remain in effect for a period of five (5) years after the submission of the analysis results report, if an individual contract has been entered into.

<Starting Analysis and Reporting Results>
Article 7.

1. In principle, within a period of time determined in consultation with the Contractee, MST shall compile the results of the Work as an analysis result report and report it to the Contractee.
2. The work shall commence when the samples specified in the following article have been provided to and have arrived at MST.
3. MST shall make the copy of the analysis result report specified in Section 1 of this Article as a duplicate and retain it for a period of three (3) years after submission of the report.

<Confidentiality>
Article 8.

1. The Contractee shall provide MST with the samples, information etc. necessary for the execution of the Work, which are specified in the individual contract.
2. MST shall use and store the samples in the preceding Section with the duty of care of a good manager, and return them to the Contractee promptly after the completion of the Work; provided that, in the event that MST and the Contractee have agreed on a disposal method in advance, the method shall be followed.

<Disclaimer>
Article 9.

1. MST shall be exempted from the responsibility to indemnify the Contractee for damages to the extent that the performance of the Work is prevented by natural disaster or any other caused by beyond the reasonable control of MST.
2. MST shall not be liable for any damage caused by Contractee's use of the results of the Work.
3. In the event that MST fails to perform the Work by negligence, MST shall make the necessary compensation by any of the following through consultation with the Contractee.
   1. (1) Re-perform the requested Work at MST's expense.
   2. (2) MST shall compensate for the damages incurred by the Contractee within the range of the contract fee (analysis fee) paid by the Contractee.
4. MST shall not warrant that the results of the Work does not infringe the intellectual property rights owned by any third party.

<Consultation>
Article 10.

1. Any matters not addressed in the Service Contract, or any doubt or uncertainty with respect to the Service Contract should arise determined or resolved through good faith consultation between the parties.