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Model Contracts
Cat: Eco.
Pub: 2002
#:9904b

Kanzo Kobayashi
99131u/18205r

JV
LOI
LTR
Notice
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NDA
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1. JOINT VENTURE AGREEMENT
1. 合弁契約書

PREFACE:

THIS AGREEMENT made this ____ day of ____, 2002 by and between AAA Corporation, a corporation duly organized and existing under the laws of Japan and having its principal office at ______, Tokyo, Japan (hereinafter called "AAA"), and BBB Corporation, a corporation duly organized and existing under the laws of Delaware and having principal office at New York, U.S.A. (hereinafter called "BBB").

WITNESSETH:

WHEREAS, the both parties are desirous of jointly organizing a new joint venture company (hereinafter called "New Company") under the laws of Japan;

WHEREAS, the both parties are intending to pay-up allotted shares of the capital stock of New Company in cash

WHEREAS, AAA is desirous of giving the license within Japan on patents, as well as furnishing New Company, upon the organization thereof, with know-how information..

NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:

序文

P-to-P：
ｘｘ法人である両当事者の記載

WITNESSETH:は
I call Heaven to witness that I speak the truth. という神への誓いの表現(?)

前文（Whereas clause）

>Top 1. Definitions:

Several terms contained herein shall have the following meanings;

  • "Patent" as set forth herein is meant as a patent, utility model and design rights, and know-hows based on a technical novelty, whereas the patent right is meant by an exclusive and monopolistic right for control over a patential invention as prescribed in the Japanese Patent Law.
  • "Know-how" as set forth herein is meant by technical information on the design and manufacture of the products, such as fundamental specification and drawings, and samples thereof, technical information on testing procedures, manufacturing materials and standards of the products including maintenance of the manufacturing plant, whereas "technical information" is meant by technical facts and reasons lying therebehind.
  • "Giving a license" as set forth herein is meant by deeds for granting the working of patents owned by BBB to New Company.
  • "Product" shall mean ______ as New Company and the parties hereto may from time to time deem appropriate for the manufacture and/or sale by New Company.
  • "Territory" as defined herein is meant by a geographical area covering ______.

1. 用語の定義

  • 特許権
  • ノウハウ
  • ライセンス許諾
  • 製品
  • 販売地域

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2. Incorporation of New Company:

  • (a) The parties hereto shall, promptly after the date of Validation, organize under the laws of Japan a joint stock company to be known as Nippon XXX Inc., having an authorized capital consistent of _____ shares with a par value of ¥500 each.
  • (b) The Articles of Incorporation to be adopted by New Company shall be substantially in the form of the draft set forth in APPENDIX attached hereto.

2. 新会社の設立

  • 発行株式および額面価格
  • 定款

>Top 3. Issuance of Share Certificates:

  • (a) The stock of New Company at the time of incorporation shall be issued as follows:
Shareholder
Number of Shares
Percentage of Shares
AAA
5,100
51%
BBB
4,900
49%
  • (b) Each of the parties agrees to pay for its shares as aforesaid at par value in cash. No additional capital stock of New Company will be authorized or issued except upon the mutual written agreement of all the shareholders. Shareholders shall have pro rate preemptive rights to subscribe to any additional issues of New company's stock.

3. 株式の発行

  • 引受株式
  • 払込方法

>Top 4. Assignment:

  • (a) None of the parties hereto shall sell, transfer or mortgage any of their shares of the stock of New Company without the previous written consent of the other parties except that any party may transfer its shares, or its right to subscribe to new issues, to any of its associated companies over which it has control through the direct or indirect ownership of at least fifty per cent of such associate company's voting stock.
  • (b) The provisions of this paragraph shall not be construed as restricting the right to any party to transfer its shares of New Company stock to a corporation succeeding to all of its assets and obligations in connection with a merger, amalgamation or sale of substantially all of its assets. However, no such transfer shall be made unless the transferee shall agree to assume all the obligations of the transferor under this Agreement and related agreements.

４．譲渡

  • 原則譲渡禁止
  • 当事者の合併等の場合

>Top 5. Directors and Auditors:

  • (a) New Company shall be managed by the Board of Directors which is constituted by four Directors two of which have been nominated by AAA, and the remaining two of which have been nominated by BBB, and a further Director who has been nominated by the both parties as a third fair person of the Japanese nationality and having a profound experience and well-trained knowledge in the art. The number of the Directors may be subjected to change, if necessary, upon decision by an agreement made by both parties.
  • (b) The President of New Company shall be one of the members of and voted to by the Board of Directors who shall be one of those nominated by AAA. Executive Vice-president shall be one of the member of and voted to by the Board of Directors of New Company shall be one of those nominated by BBB
  • (c) Two auditors of New Company shall be appointed; one of whom may be appointed by AAA and one by BBB.
  • (d) A certified public accountant mush be appointed upon approval by the Board of Directors of New Company.

5. 取締役・監査役

  • 取締役の指名
  • 社長、副社長の指名
  • 監査役の指名
  • 財部部長選任

>Top 6. Accounting:

  • New Company shall keep true and correct accounting records and books with regard to its whole range of business. These records and books shall be kept ready for inspection by AAA or BBB, or alternatively by an authorized person appointed by either party. The accounting records and books shall be yearly superintended by an authorized auditor.

6. 会計

  • 会計帳簿、監査

>Top 7. Management of New Company:

  • (a) New Company shall at all times use its best efforts to promote a demand for the products manufactured and/or sold by it, retaining close supervision of the technical marketing activity and means of distribution. It shall be operated as a separate entity and the maximum rate of efficiency and profit without regard to any conflicting interest of the parties.
  • (b) Subject to and in addition to the provision of this Agreement and the laws and regulations of the Japanese government, the following items relating to the management of the New Company shall be decide by the unanimous approval of the parties hereto.
    • (1) Formation or acquisition or disposition of any company by New Company.
    • (2) Purchase of fixed assets of more than One Hundred Million Yen worth in the aggregate per year not counting purchases made during the twelve month period following the incorporation of New Company and sale of fixed assets of more than Twenty Million Yen worth in the aggregate per year.
    • (3) Loans by New Company to others (whether or not secure by mortgages) of more than Ten Million Yen worth in the aggregate as of any given time.
    • (4) Endorsement by New Company of liabilities of more than Ten Million Yen worth in the aggregate as of any given time.
    • (5) Borrowing by New Company of an amount exceeding tin the aggregate at any given time three times the amount of its own issued share capital.
    • (6) The amounts set forth above in the subparagraphs (2) through (5) shall be subject to revision from time to time by agreement of the parties hereto.

7. 新会社の管理

>Top 8. Procurement of Factory:

  • AAA shall procure real estate and plants for organizing New Company and establishing a factory of the latter. The purchasing price of such real estate and plants, the site of the factory and the expenditure must be acceptable to the both parties. New Company shall initiate the construction of the factory immediately when it has become ready of doing so.

8. 工場の確保

  • 工場用地、設備の確保

>Top 9. Allowance of Patent License:

  • (a) BBB shall grant a license to New Company to establish and maintain the working rights on patents concerning various processes including possible patents and know-how information on and of further improvements in the whole field of various processes, devices and products.
  • (b) The establishment of the working rights on patents by New Company shall be of the exclusive nature without payment of any license fee.
  • (c) The working rights or license shall continue so far as the joint ownership of New Company by BBB and AAA is maintained and will further continue even when either party be replace by a third party provide that the other party should procure a written approval.

9. 特許使用許諾

  • 新会社への使用許諾
  • 特許に基づく生産活動
  • 許諾の期間

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10. Territory:

  • (a) In connection with the products manufactured under the utilization of patents owned by BBB and those developed by New Company itself, New Company shall have a sole and exclusive right for supplying these products to Japanese market.
  • (b) As for the sales of the products of New Company which have been manufactured by the utilization of patents owned by BBB to such districts wherein BBB has already established and maintains its own sales network, including USA and EU, New Company shall individual and separately consult with the sales organs of BBB in these districts.
  • (c) As for the sales of the products of New Company which have been manufactured under the utilization of patents owned by BBB to the territory other than the above (a) or (b), the both parties shall consult with each other, whereupon New Company shall drive the sales either exclusively or nonexclusively.

10．販売地域

  • 日本市場向け独占販売
  • それ以外は個別協議
  • 対象製品は独占または非独占

>Top 11. Acceptance of Engineers:

  • Simultaneous with conclusion of this agreement, BBB is ready for accepting engineers in the following conditions within reasonable term as provided herein under so as to furnish every necessary information on various processes, novel products , including know-how, to train selected engineers and to realize the purposes of this agreement, so far the realization of various objects of New Company is concerned.

11. 技術者受入

  • 技術者の研修受入

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12. Effective Date:

  • This Agreement shall take effect upon the date of the execution hereof; provided, however, in the event that validation or approvals have not been obtained within one year from the date hereof, any party hereto shall have the right and option to declare this Agreement null and void and of no effect.

12. 発効日

  • １年以内に発効しない場合は無効

>Top 13. Termination:

  • This Agreement shall continue in effect until all parties hereto agree to terminate it.

13. 契約終了

  • 契約終了条件

>Top 14. Notice:

  • (a) All notices and demands which shall or may be given pursuant to this Agreement shall be in writing by personal service or by prepaid registered air mail and one copy thereof address to each respective recipient at its address indicated below:
    • For AAA: Attention Mr. aaa
    • For BBB: Attention Mr. bbb

  • (b) Such notices hall be deemed to be served on the day on which personally served, or, if by mail, on the date of actual receipt.

  • (c) Any party may change its address for the receipt of notices by written notice duly given to the other parties.

14. 通知

  • 両当事者への通知
  • 通知日
  • 通知先の変更

>Top 15. Governing Law and Arbitration:

  • (a) The formation, validity, constriction and performance of this agreement shall be govern by the laws of Japan.

  • (b) All disputes, controversies or differences which may arise between the parties our to or in relation to or in connection with this Agreement, or the for the breach thereof, shall be finally settle in Japan by arbitration pursuant to the Japan-American Trade Arbitration Agreement of Sept. 16, 1952 by which each partner hereto is bound.

  • (c) Matters affecting the organization and operation of the internal affairs of New Company shall be governed by the laws of Japan.

15. 準拠法・仲裁

  • 日本法準拠
  • 日米間仲裁契約による仲裁
  • 新会社運営は日本法準拠

>Top 16. Force Majeure:

  • (a) The both parties shall not be responsible to results of non-fulfillment of provisions set forth herein which has been brought out from inevitable causes, and deemed as innocent of default of obligations.

  • (b) Irresistible forces to be taken into account in this case comprise such as fire, explosion disasters, natural calamities, war breakage, Governmental orders and measures, and the like causes which cannot be controlled by the both parties related with non-fulfillment.

16. 不可抗力

  • 不可抗力の場合は免責
  • 不可抗力の定義

>Top 17. Miscellaneous:

  • (a) New modification or amendment of this Agreement or related agreement, and no waiver of any of the terms or conditions hereof, shall be valid or binding unless made in writing duly executed by the both parties.

  • (b) Any and all guarantees and other forms of financing provided to New Company by its shareholders shall be prorated on the basis of share ownership.

17. その他：

  • 契約変更
  • 株主保証の場合は株式比率案分比
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2. LETTER OF INTENT
  

1. Status:

BBB CORPORATION ("BBB") is a non-exclusive distributor, and function as system integrator including the product in connection with the turnkey bossiness for enterprise internet, intranet, and extranet installations.

2. Territory: Japan

3. Target Area:

  • NTT Group: BBB will gain necessary pre-qualification of NTT tender;
  • Itochu Group; and
  • Other public and private sectors.

4. Technical qualifications:

BBB maintains the qualified engineers as required.

5. Marketing:

BBB regularly submit business plan, status-quo of the market, and other necessary information.

6. Support & maintenance:

BBB perform as primary support & maintenance for the end-users.

7. Localization:

BBB will support to make localization of the product and the related documentation, if needed.

　

１．P-to-P

２．対象範囲

３．対象顧客

４．技術資格

５．マーケティング

６．維持保守

７．ローカリゼーション

　
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3. BUSINESS LETTER
 

1. Invitation to an exhibition:

Gentlemen:
From ____ to ___ there will be ______ Exhibition in _____, Tokyo, Japan.
We would like to inform you that our software product will be displayed at this exhibit.You will find several new features which should be of special interest to you. Furthermore, we have introduced substantial improvement compared to the prototype version which would also be of interest.We should be very happy if you would visit our booth number ____ in the exhibit hall No. ___. We have enclosed several tickets for the exhibition.
Sincerely yours.

Enclosure: tickets

 １．展示会への招待

>Top 2. Commission for referral:

Gentlemen:
One of our customers of many years requires a large amount of order. We cannot offer this item and would like to ask you to make them an appropriate offer, making reference to our firm. Please send a copy of this offer to us.For our efforts, we would like to suggest a commission of __ %. Please let us know if you can deliver the goods immediately and if you agree to our suggested commission. As soon as we hear from you, we shall inform you of the customer's name and address.
Sincerely yours.

 ２．紹介手数料
>Top 3. Application to agency:

Gentlemen:
I read your letter dated ____ with great interest.　I would be happy to take over your agency in Japan.I consider it necessary to discuss with you in person questions such as territory, commissions, sole agency right and so forth.
May I suggest that I come to see you on ___, so we can discuss all outstanding matters. I presume, you will reimburse me for all expenses covered by proper receipts.
Kindly inform me whether the date of my arrival is agreeable to you.
Sincerely yours.

 ３．代理店応募

>Top 4. Apology to defective product:

Gentlemen:
We regret that our product does not meet with you approval and that some of the products are defective.
We have asked our representative _____ to call on you immediately to inspect the product. As soon as we have received a report from him, we will write you concerning the matter.
Please be patient for several days. You will hear from us.
Sincerely yours.

 ４．欠陥製品の謝罪

>Top 5. Reminder payment:

Gentlemen:
Based on your order dated _____, we delivered the goods to the shipping company on ____.
According to the terms, the payment should have been made ____ days after delivery of the shipment. Unfortunately, to date we have not yet received the payment.
We, therefore, urgently request that you forward the amount of ___. We await confirmation of your payment.
Sincerely yours.

 ５．支払督促

>Top 6. Miss delivery:

Gentlemen:
Upon examining your first delivery, we find that it does not contain the assortment which we ordered. I must say that you have made an error. We would like to hear from you on this immediately.
While awaiting word from you, we are holding the goods for you disposal in our warehouse.
Sincerely yours.

 ６．誤配

>Top 7. Shortcoming:

Gentlemen:
Your shipment was received on _____. Upon examination, we found that xxx items (from No.___ to No.__ ) are missing. We assume that this was caused by a simple mistake in your shipping department.
Please confirm the above and send the missing items immediately, in which case the additional shipping costs should not be charged to us.
Sincerely yours.

 ７．欠品

>Top 8. Cancellation:

Gentlemen:
In our letter dated ____, we informed you a deadline for the delivery of your order. But unfortunately you have not been able to keep this deadline.
Therefore, we must say that our order is hereby canceled.
Sincerely yours.

 ８．注文取消

>Top 9. Refusal to references

Gentlemen:
We could not supply you with any information on this firm, as they have no business relationship with us and are totally unknown to us.
We are sorry that we could not be of service.
Sincerely yours.

 ９．紹介拒絶

>Top 10. Making an appointment:

Gentlemen:
We wish to inform you that Mr. XXX will visit you on ___ in your office.
This visit will allow us to discuss the matters of mutual interest and explore the possibilities of further developing our business relations.
We would appreciate a prompt confirmation of this appointment. If unsuitable, please suggest an alternate date to us.
Sincerely yours.

 10．アポの約束

>Top 11. Resignation:

Gentlemen:
For various reasons, I am forced to give up your representation effective ____. I have had this representation since _____.
I feel a great regret that I could not continue our cooperation over the years brought us much success.
I hope you will understand my decision.
Sincerely yours.

 11．辞任

>Top 12. Invitation:

Mr. and Mrs. Kanzo Kobayashi
request the pleasure of the compnay of
Mr. and Mrs. Donald Wyatt
at dinner on Friday, twentieth of July, 2002
at seven o'clock at my home.

 12．招待状

>Top 13. Congraturations & condolences:

We will offfer our congratulations
to you on your sucess in a difficult role.

Please accept my sincere condolences
on your sad loss of your father.

 13. 慶弔
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NOTICE
通知

1. ANNOUNCEMENT OF OPENING OF U.S. OFFICE:

Dear Sirs:

AAA CORPORATION is pleased to announce the opening of an office in California, U.S.A. as of _____, 2002.
We believe this new office will function in promoting various business opportunities and services to our customers and partners.
We are pleased to introduce _______ as General Manager and representative of our US office, we believe, who will be ready for agile responding for your various contact and requirement.
With best regards,

_____________
President & CEO

Address:

  • Name: Nippon Telematique (U.S.A), Ltd.
  • Representative: ___________________
  • Address: _______________, CA ____, USA
  • Phone:
  • Fax:
  • eMail:
  • URL:

Business Area:

  • Global business activities including investment, finding & evaluation of new business
  • Function as a Liaison Office of headquarter including research and analysis of latest technology and its marketability, consultation, evaluation, and coordination of Joint Venture.
  • Training and recruiting of human resources needed for our professional services.

１．米国事務所開設通知：

 

２．住所






３．ビジネス分野：

　

>Top 2. CHANGE OF NAME:

Dear Sir:

It is my pleasure to inform you that as of _____ 2002, AAA Corporation will change its name to BBB Corporation.
BBB Corporation group is one of the world's most respected professional service companies involved in various key IT infrastructure projects worldwide.
Our new logo emphasizes that BBB is a major component of our parent company, a leading global busines-to-business media company.
Despite the name change we remain the same company and the same professional team and we look forward to continuing our relationship with you.
Yours sincerely,
______________, President & CEO

 ２．名称変更：
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SOFTWARE MAINTENANCE AGREEMENT
 

1. RESELLER SUPPORT:

Reseller shall offer the following Maintenance and Support to End-Users

  • Reseller shall be the primary interface with the End-User regarding all Maintenance and Support (sometimes refereed to as "Support")
  • Reseller shall be responsible for all inquiries that can be resolved form thorough and competent understanding of the Documentation, training materials. Such duties shall include;
    • telephone assistance with respect to the Products, within the hours of service as elected by the end-User, such telephone assistance including (1) clarification of function and features of the Products; (2) clarification of documentation pertaining to the Products; (3) guidance in the operation of the Products; and (4) error verification, analysis and correction to the extent possible by telephone;
    • access to an electronic bulletin board on which End-User may leave message for Reseller support engineers and receive Updates notifications and other end-user information, and from which End-Users may download Updates; and
    • when available, dial-in assistance by reseller directly to the equipment upon which the Products is operation.
  • Reseller shall also provide Updates, and related Documentation, to End-Users.
  • Reseller shall be responsible for creating, negotiating and executing the maintenance agreement to be entered into between Reseller and End-Users, which agreement shall not conflict with the requirement of this Agreement.

１．再販業者の保守

  • 一次保守


  • 電話保守




  • 保守情報


  • リモート保守
  • 最新情報提供
  • 追加保守

>Top 2. MAKER SUPPORT:

To the extent Reseller is in compliance with the Agreement (including, without limitation, current in its maintenance fee payments), Maker shall provide the following;

  • During the term of Maintenance and Support, Maker shall (i) use its reasonable efforts to correct any reproducible programming error in the Products attributable to Maker and (ii) Maker shall also provide Updates, and related Documentation; to Reseller.

  • The support shall also be subject to the following:
    • Properly trained and qualified Reseller employees ("Qualified Employee") shall have made best efforts to resolve the error and shall have determined that the error is a programming error.
    • All Support requests shall be made by the Qualified Employee to Maker through Maker's standard Maintenance and Support channels.
    • Maker shall not be responsible for correcting any errors not attributable to Maker. Errors attributable to Maker shall be those that are reproducible by Maker on unmodified Products. Maker is not required to provide any Support relating to problems arising out of;
      • Failure by Reseller or any End-User to implement Current Versions of the Products;
      • Changes to the operation system or environment which adversely affect the Products;
      • Any alterations of or additions to the Products performed by parties other than Maker or at the direction of Maker;
      • Use of the Products in a manner for which it was not designed;
      • Accident to, negligence to, or misuse of the Products;
      • Operation outside of environmental specifications;
      • Interconnection of the Products with other software products not supplied by Maker;
      • Introduction of data into any database used by the Products by any means other than the use of the Products; or
      • Use of the Products on equipment other than the equipment for which such software was designed and licensed for use on.

    • Contact People:
      Reseller shall appoint ___ qualified individuals within its organization to serve as primary contacts between Reseller and Maker and to receive support through Maker's telephone support center. Support inquiries to Maker will be initiated exclusively through these two primary contacts.

２．メーカ保守

　

  • 最善努力




  • 保守技術者

  • 保守要求

  • 保守不能の場合


  • 最新版インストールの失敗
  • OS変更による悪影響
  • 第三者によるソフト変更
  • 想定外使用
  • ソフトの誤使用
  • 環境条件外運用
  • 他ソフトとの連結
  • 想定外データ投入
  • 想定外の機器での使用

  • 保守連絡先

>Top 3. MAINTENANCE FEES:

  • Fees:
    Maintenance Fees are based on the then-currrent international list price of the Products, prepaid in full upon execution of each Software Maintenance Agreement by an End-User, for a twelve months period following the effective date of such Agreement.
    • In the event that Reseller elects Standard Hours of service, the Annual Maintenance Fee shall be as follows:
      • In exchange for Reseller providing Support, the net Maintenace Fee payable to Maker for providing Reseller and End-User with Support and all applicable Updates to the Products will be ___ percent (_%) of the effective international list price for such Products on the date of payment.

３．保守費用

  • 年間保守料

>Top 4. LIMITATION OF LIABILITY:

  • Except as provided for in the confidentiality provisions of the Agreement, in no event shall Maker's liability arising out of maintenance and support or the termination of maintenance and support exceed the amount of the annual maintenance fee.

  • In no event shall Maker have any liability for any special, indirect, or consequential damages including, without limitation, damages for lost profits, loss of data or costs of procurement of substitute goods or services, arising in any way out of maintenance and support under any cause of action, whether or not Maker has been advised of the possibility of such damages. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy.

４．保証限度

  • 保守料上限

　

  • 間接損害対象外

>Top 5. TERM AND TERMINATION:

  • Term:
    Maintenance and Support shall take effect on the Effective Date and shall remain in effect for an initial term of one (1) year. Maintenance and Support shall automatically renew at the end of the initial term and each subsequent term for a renewal term of one (1) year unless either party notifies the other oft its intent not to renew at least thirty (30) days prior to such renewal date.

  • Termination:
    Maintenance and Support shall terminate upon (i) termination of the License Agreement or (ii) upon thirty (30) days notice of material breach of a party's obligations hereunder if such breach, if capable of being cured, is not cured within thirty (30) days of notice of such breach. Upon such termination, all earned and unpaid fees and other charges payable under this Maintenance and Support shall become immediately due and payable. In addition, either party may terminate this Maintenance and support for such party's own convenience and at such party's own discretion upon ninety (90) days prior written notice to the other party.

  • Survival:
    Termination of Maintenance and Support upon failure to renew will not affect the license of the Licensed Software. The following provisions shall survive any termination or expiration of the Maintenance and Support; Payment, Limitation of Liability, Confidentiality and Term and Termination.

５．期間・終了条件

　

  • 期間１年
    自動延長付き



  • 終了条件

　


  • 契約存続条項
>Top
6. PURCHASE ORDER
 

1. Seller's Name: AAA Corporation
Address: ______________________

2. Buyer's Name: BBB Corporation
Address: ______________________

Our Order No. __________________
Order Date: ____________________
Delivery Date: __________________
F. O. B. _______________________
Shipping Instructions __________

Quantity
Size
Description
Unit Price
Total

THIS ORDER is placed by Buyer subject to the terms and conditions hereon and on the reverse side hereof, and by accepting this order Seller agrees to be bound thereby.
No Additions or modifications will be binding upon Buyer unless expressly agreed to in writing.

1. Delivery:

Time of delivery is of the essence of this contract. Buyer reserves the right to refuse any goods and to cancel all or any part of this order if Seller fails to deliver any part of the goods in accordance with the terms of this order. Acceptance of any part of the order shall no bind Buyer to accept future shipments, nor deprive it of the right to return goods already accepted.

2. Acceptance:

Delivery shall not be deemed to be complete until goods have been actually received and accepted by Buyer, notwithstanding any agreement to pay freight, express or other transportation charges, and the risk of loss or damage in transit shall be upon Seller.

3. Defect:

By accepting this order Seller acknowledges that the goods covered by this order are intended for the manufacture and sales of the goods described herein and any defect in such goods may occasion special damage to Buyer.

4. Cancellation:

Acceptance of all or any part of the goods shall not be deemed to be a waiver of Buyer's right either to cancel or to return all or any portion of the goods because of failure to conform to order, or by reason of defects, latent or paten, or other breach of warranty, or to make any claim of damages, including manufacturing costs and loss of profits or other special damages occasioned buyer. Such right shall be in addition to any other remedies provided by law.

5. Liability:

Seller agrees to indemnify buyer form and against all liability, loss and damage, including reasonable counsel fees, resulting from claimed trademark or patent infringements, or any litigation based thereon, and such indemnity shall survive acceptance of the goods and payment therefor by Buyer.

6. Warranty:

Seller warrants that the goods covered by this order are of merchantable quality and fit and safe for consumer use. Acceptance of this order shall constitute an agreement upon Seller's part to indemnify buyer against all liability, loss and damage, including reasonable counsel fees, sustained by buyer by reason of failure of goods to conform to such warranties. Such indemnity shall be in addition to any other remedies afforded by law.

7. Manufacture:

Seller represents that the goods covered by this order have been manufactured in accordance with the requirements of the Fair labor Standards Act and all other applicable federal, state and local laws, rules and regulations.

8. Markings & labels:

All goods, wrappers and containers must bear markings and labels required by applicable federal, state and local laws and regulations.

9. Arbitration:

any controversy or claim arising out of or relating to this contract or the breach thereof, shall be settled by arbitration in accordance with the rules of the American Arbitration association, and judgment upon any award rendered in such proceedings may be entered in any court having jurisdiction thereof.

10. Entire Agreement:

This contract contains the entire agreement of the parties. It may no be modified or terminated orally, and no claimed modification, rescission or waiver shall be binding on Buyer unless in writing signed by a duly authorized representative of Buyer. No modification or waiver shall be deemed effected by seller's acknowledgment or confirmation containing other or different terms.

11. Governing Law:

This contract shall be governed by the laws of the Sate of New York.

(Seller) AAA Corporation
By: .......................................................
(Buyer) BBB Corporation
By: .......................................................

買付契約書

１．売り主

２．買い主

注文番号：
注文日：
搬入日：
F.O.B.
船積指図：

商品：

  • 数量
  • サイズ
  • 仕様
  • 単価
  • 合計金額

買い主による本注文は、以下および裏面記載の条件の通りとし、売り主はこの条件を受諾する。いかなる条件の追加修繕には、買い主の書面による合意を要す。

１．納入時期

　

２．引渡

　

３．瑕疵

　

　

４．キャンセル

　

 

５．責任義務

　

　

６．保証

　

　

　

７．製造

　

　

８．マーク／ラベル

　

９．仲裁

　

　

　

10．完全合意

　

　

　

11．準拠法
>Top
7. NON-DISCLOSURE AGREEMENT
守秘義務契約

This MUTUAL NON-DISCLOSURE AGREEMENT ("NDA") is made and between AAA Corporation, a Delaware corporation ("AAA"), having its principal office at _________, USA, and BBB Corporation, a Japanese corporation ("BBB"), having its principal office at _________, Japan.

1. Purpose:

  • The parties hereto wish to explore a business opportunity of mutual interest and in connection with this opportunity, each party may disclose to the other certain confidential technical and business information which the disclosing party desires the receiving party to treat as confidential.

　

１．目的

  • ビジネス開拓

>Top 2. Confidential Information:

  • "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, prototypes, samples, plant and equipment), which is designated as "Confidential," "Proprietary" or some similar designation. Confidential Information may also include information disclosed to a disclosing party by third parties.

  • However, Confidential Information shall not include any information which;
    • (1) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party;
    • (2) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party;
    • (3) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party's files and records immediately prior to the time of disclosure;
    • (4) is obtained by the receiving party form a third party without a breach of such third party's obligations of confidentiality;
    • (5) is or has been independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by documents and other competent evidence in the receiving party's possession; or
    • (6) is required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.

２．秘密情報

  • 定義
  • 除外規定：

  • 公知の情報
  • 公知になった情報
  • 第三者経由情報
  • 独立発見の情報
  • 法的な開示命令

>Top 3. Non-use and Non-disclosure:

  • Each party agrees not to use any Confidential Information of the other party for any purpose except to evaluate and engage in discussion concerining a potential business relationship between the parties.

  • Each party agrees not to disclose any Confidential Information of the other party to such party's employeees, agents or contracvtors except to those employees, angents or contractors of the receiving party who are required to have the information in order to evaluate or engage in discusssions concerining the conteplated business relationship.

  • Neither paty shall reverse engineer, disassemble or decomplile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are povdidde to the party hereunder.

３．非公開の原則

  • 評価のための議論は例外
  • 評価のために第三者への情報開示は例外
  • リバース・エンジニアリングの禁止

>Top 4. Technical qualifications:

  • BBB maintain the qualified engineers as required.

４．技術品質

5. Support & maintenance:

  • BBB perform as primary support & maintenance for the end-users.
 ５．維持保守
  • 6. Localization:
  • BBB will support to make localization of the product and the related documentation, if needed.
 ６．日本語化
>Top
8. DISTRIBUTOR AGREEMENT
 

THIS AGREEMENT ("Agreement"), dated as of _________ , 2002 (the "Effective Date") is made and entered into by and between AAA Corporation (hereinafter "Maker" or "AAA"), a Delaware corporation with offices at _______, and BBB Corporation (hereinafter "Reseller" or "BBB"), a Japanese corporation with offices at _______, and includes all associated exhibits and attachments thereto as listed;

  • Schedule-I: BBB's distribution partners
  • Exhibit-A: Price List
  • Exhibit-B: Software License Agreement
  • Exhibit-C: Maintenance and Support
  • Exhibit-D: Training Program

Whereas, AAA is the proprietor of certain computer software products specifically designated herein as the Products;
Whereas, BBB has special knowledge concerning the identity of prospects and has knowledge concerning the applicability of the Products in xxx market segments;
Whereas, AAA wishes to appoint BBB, on a non-exclusive basis and only within the Territory defined herein, for the marketing, distribution and system integration of the Products and the provision of certain services related to such marketing efforts; and
Whereas, BBB is willing to accept such appointment under the terms of this agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for such good and valuable consideration, the parties do hereby agree as follows:

>Top 1. DEFINITIONS:

  1. "Customer" means End Users obtained through Reseller, Reseller's System Integrators and Distribution Partners.
  2. "Documentation" means instruction manuals or other materials, including on-line help files regarding the use of the Licensed Software.
  3. "Product" means copies of the Company's software products, in object code format, as listed on Exhibit-A.
  4. "Maintenance & Support" means the services described on Exhibit-C.
  5. "Release" means when a Licensed Software undergoes a major redesign, and is typically designated by a change in the first number to the left of the first decimal point. The determination shall be decided by AAA in its sole discretion. New Release and Updates are not deemed to be part of the Licensed Software and must be licensed separately to an End User through the purchase of Maintenance and Support.
  6. "Distribution Partners"means BBB's distribution channels which shall be pre-approved in writing by AAA and identified on Schedule-I hereto.
  7. "Territory" means Japan.
  8. "Updates" means a version of any Licensed Software containing functional enhancements, modifications, extensions, error corrections or bug fixes. The content of all Updates shall be decided upon by AAA at its sole discretion. Until otherwise notified in writing by AAA, Updates also include upgrades to the most current Release of the Licensed Software then being generally marketed by AAA. Updates do not include any new products.

発効日

当事者(P-P)

  • 付属書類一覧

　

　

 

前文 (Whereas条項)

　

　

　

 

　

１．用語定義：

  1. 顧客

  2. ドキュメンテーション

  3. 製品

  4. 維持保守

  5. リリース

  6. 販売パートナー

  7. 対象地域

  8. アップデート

>Top 2. APPOINTMENT OF RESELLER:

Subject to the terms and conditions hereof, AAA hereby designates and appoints BBB as a non-exclusive reseller of Products to Customers within the Territory and BBB hereby accepts such designation and appointment. AAA reserves the right to market and solicit licenses directly, trough other distributors and dealers at any time and in any area where BBB is , or contemplates, operating. Unless expressly agreed to in writing, BBB shall not be entitles to any commission, discount or other compensation with respect to sales or licenses conducted by AAA or any other reseller of AAA.

２．販売店の指名

非独占的販売店

>Top 3. DUTIES OF RESELLER:

3.1 BBB agrees for the term of this Agreement that it shall perform the following;

  • identification of business organizations that may benefit from the use of the Products;
  • contacting of such prospective Customer and arranging for and conducting competent and effective presentation relating to the Product;
  • market and promote sales of the Products to existing and prospective Customers;
  • demonstrations of the Products to prospective Customers either on the premises of such Customers or at locations arranged by and paid for by BBB as necessary to demonstrate the Products effectively;
  • serving as a point of contact for communications, if required, between Customers and AAA with respect to the Products.

3.2 BBB shall ensure that its employees actively involved with the Licensed Software are technically qualified to give advice and provide services concerning the use of the Licensed Software.

  • BBB shall designate and enroll a minimum of xxx BBB's employees in the Training Program as set forth Exihibit-D.
  • BBB agrees that its employees shall be required to undertake continuing training as updated from time to time at AAA's sole discretion.
  • BBB further agrees that failure to obtain such certification shall be deemed a material breach of this Agreement.
  • 3.3 BBB shall provide and agrees to assume full responsibility for application development, equipment integration, installation, Maintenance and Support as defined in Exhibit-C for all of Products distributed by BBB pursuant to this Agreement.
  • 3.4 BBB shall use best efforts to facilitate the license of the Products to prospective Customers, including coordination the execution of the software license agreement in the form attached hereto as Exhibit-B by Customer and AAA. BBB shall use good faith efforts to negotiate and explain the terms and conditions of the Software License Agreement with prospective Customers, and assist the Customer in the completion of information required under the Software License Agreement. Reseller shall represent AAA and the Products in a favorable manner. However, BBB shall have no authority to execute such agreement on behalf of AAA, or to revise or alter the Software License Agreement. BBB shall use its best efforts to ensure that the Customer fully complies with its obligations under the Software License Agreement.
  • 3.5 BBB shall require each Customer to enter into a software maintenance agreement , which Customer Maintenance Agreement shall be consistent with the terms of this Agreement. Such Customer Maintenance Agreement shall be between BBB and Customer only, and shall not obligate AAA in any manner to the Customer. AAA agrees to provide maintenance and support services to Reseller and Reseller agrees to pay AAA for maintenance and support services provided to Customers in accordance with Exhibit C hereto.
  • 3.6 BBB shall maintain complete and accurate accounting records, in accordance with sound accounting practices, to support and document Product payments payable to AAA in connection with this Agreement. Such records shall be maintained for a period of at least xxx years after the payments which relate to such records have been accrued and paid. BBB shall, upon written request from AAA, provide access to such records to an independent auditor chosen by AAA for the purposes of audit.
  • 3.7 BBB will at its own expense obtain and maintain all necessary licenses, permits and approvals which are necessary for it to sell Products in the Territory. BBB will comply with all laws and regulations applicable to this Agreement, the Products and the commercial transactions contemplated herein.
  • 3.8 BBB shall meet the annual minimum sales target of xxx (net of all discounts) for the distribution of Products under this Agreement. Failure to meet such requirement shall be grounds for termination under this Agreement.

３．販売店の義務

3.1 販売促進

  • 組織体制
  • 製品紹介
  • 販売活動
  • デモの実施
  • 問い合わせ応対

　

3.2 販売店研修

  • 研修対象技術者
  • 研修の受講
  • 研修は必須

　

　

3.3 維持保守サポート

3.4 ソフトウェア使用許諾

　

3.5 維持保守契約

 

 

3.6 会計帳簿

　

3.7 政府許認可

　

3.8 最小販売目標

>Top 4. GRANT OF LICENSE TO PRODUCTS

4.1 Distribution License:

  • AAA grants to BBB a limited, non-exclusive, nontransferable license to distribute copies of the Products, in object code format only, to Customers within the Territory and to demonstrate the Products to prospective Customers within the Territory, provided such demonstration in performed in accordance with the terms hereof. Except as expressly provided in this Section, BBB shall have no right to sublicense the rights granted herein by AAA. This license does not give BBB the right to reproduce the Products and all copies of the Products must be obtained by BBB from AAA.

  • BBB may engage its Distribution Partners as specifically identified on Schedule I hereto to perform certain of BBB's obligations hereunder, provided, however, that each such Distribution Partner agrees to be bound by the restrictions set forth in this Agreement; provided further that AAA shall have no obligation to such Distribution Partners and the such parties shall be deemed to be agents of BBB for which BBB shall be fully responsible under this Agreement.

4.2 BBB's right to resell:

  • Obligations and Restrictions:
    Any Product distribute under this Agreement may be distributed only pursuant to a fully executed Software License Agreement as set forth in Exhibit-B; no distribution of Products is permitted prior to the full execution of the Software License Agreement.

    • BBB shall not and shall not permit others to:
      • sublicense, lease, sell or otherwise transfer any Licensed Software;
      • reproduce Licensed Software;
      • distribute or make Licensed Software in any manner except as expressly and unambiguously provided in this Agreement;
      • decompile, disassemble or otherwise reverse engineer or attempt to derive source code of, in whole or in part, any of the Licensed Software; or
      • create or develop any derivative works based upon the Licensed Software, except through the proper use of AAA's published APIs.

  • Indemnify:
    BBB shall be solely responsible for, and AAA shall have no obligation to honor, any warranties that BBB provides to Customers with respect to the Products. BBB shall defend any claim against AAA in connection with any such warranties to BBB's Customers, express, implied, statutory, or otherwise, and shall pay any settlements or damages awarded to AAA that are based on any such warranties.

  • Infringements:
    BBB agrees to use its best efforts to inform AAA of any violations or infringements under any sublicense agreements for the Products.

4.3 Customer documentation:

BBB shall be responsible for preparing Customer documentation for BBB's products which incorporate the Products. BBB agrees that each copy of the Products, and all packaging media used for their distribution, shall include reproductions of the copyright notices and other proprietary legends of AAA.

4.4 AAA shall retain all right, title and interest in and to the Products and all associated documentation,

４．製品のライセンス供与

4.1　販売許可

  • 非独占的ライセンス供与








  • サブ販売店

　

　

4.2 再販権

  • 義務制限

  • 禁止事項
    • サブライセンス
    • 再生産
    • 本契約規定以外での販売
    • リバース・エンジニアリング
    • 派生製品


  • 製品保証





  • 権利侵害

　

4.3 顧客用文書

　

 

4.4 権利の留保

>Top 5. RESELLER SERVICES:

BBB shall be responsible for performing the following obligations under this Agreement:

  • BBB shall provide assistance to Customers with the specification, design, development, integration and installation of applications of the Products;

  • BBB shall perform technical training at locations secured by BBB for Customer's personnel relating to the Products; and

  • BBB shall provide a telephone hotline as well as on-site service and consulting support to Customers by technically trained personnel with respect to the documentation, functions, and operation of the Products.

５．販売店サービス

　

  • SIサービス

  • 技術研修

  • サポート

>Top 6. DUTIES OF MAKER:

AAA shall be responsible for performing the following obligations under this Agreement:

  • AAA shall develop the Products as it deems appropriate;

  • AAA shall provide reasonable quantities of technical publications and marketing materials (including descriptive brochures, technical specification materials, and promotional materials suitable for retail use) as it deems appropriate for activities to be conducted by BBB. Such material shall be provided to BBB at AAA's pro rata cost of production.

  • AAA shall host demonstrations and presentations about the Products as reasonably requested by the BBB with appropriate notice to AAA.

  • AAA shall provide Maintenance and Support services as per Exhibit-C, subject to payment of fees for annual maintenance and support.

６．メーカの義務：


  • 製品の開発


  • 技術資料等



  • デモ・プレゼン


  • 維持保守

>Top 7. TERM AND TERMINATION:

  • The term of this Agreement shall begin upon the Effective Date and shall continue for one (1) year thereafter, unless sooner terminated in accordance with the provisions herein. This Agreement shall continue thereafter for any number of additional one (1) year terms unless either party notifies the other in writing of its intent to terminate this Agreement at least thirty (30) days prior to the conclusion of then-current term.

  • AAA may terminate this Agreement immediately upon written notice to BBB in the event of a breach of any material obligation hereunder by BBB (including the failure to meet the annual sales target pursuant to 3.8) that is not cured within ten (10) calendar days after receipt from AAA of written notice to BBB of its breach of this Agreement.

  • Either party may terminate this Agreement immediately upon written notice to the other party if:
    • the other party ceases to carry on its business; or
    • the other party becomes insolvent, admits in writing its inability to pay debts as they mature, is adjudicated bankrupt, or makes assignment for the benefit of its creditors or in other arrangements of similar import.

  • Upon expiration or termination of this Agreement for any reason:
    • BBB shall, within XXX calendar days of such termination, return to AAA all copies of the Products, for a price to be agreed upon by the parties after good faith negotiations, and all copies of technical materials, brochures, marketing materials and the like;
    • Neither party will be liable to the other for any damages or indemnity sustained or arising out of, or alleged to have arisen out of, or compensation on sales or anticipated sales, or in connection with the establishment, development or maintenance of BBB's business, or otherwise, but such expiration or termination will not affect the right of either party to receive or recover (i) damages sustained by reason of the breach of this Agreement by the other party, or (ii) any payments which may then be owing under the terms of this Agreement or any or other instrument; and
    • BBB will discontinue forthwith all use of the trademarks, trade names and distinctive packaging designs of the Products, and all licenses granted under this Agreement shall automatically be terminated.

  • The provision of XXX shall survive the termination or expiration of this Agreement for any reason.

７．期間・終了：

  • 契約期間１年
    但し自動延長






  • 契約違反





  • 終了合意







  • 製品返還

　

　

　

　

  • 終了後も有効条項

>Top 8. ORDER & PAYMENT:

  • BBB shall order Licensed Software by issuing an Order signed by an authorized representative, indicating quantity, unit price, total purchase price, shipping instructions, requested delivery dates, bill-to and ship-to addresses, and any other special instructions.

  • BBB shall deliver with each Order, a copy of the Software License Agreement signed by the Customer.

  • All orders for Products shall be subject to reasonable acceptance by AAA.

  • Any claims against AAA for shortages in shipment or condition of the Products shall be made within twenty (20) calendar days after receipt of shipment by BBB, or, in case of latent defects not reasonably detectable upon inspection of the Product, within twenty (20) calendar days after discovery of such latent defect.
  • BBB agrees to pay license and maintenance fees for each copy of the Products ordered by BBB under this Agreement.
  • BBB further agrees to pay all applicable taxes (except for AAA's withholding tax), shipping, installation, as incurred.
  • If any sum payable under this Agreement is not received by AAA within thirty (30) days of the due date AAA reserves the right, without prejudice to any other rights and remedies, to;
    • suspend any services, including without limitation the supply of pending and future orders, and/or,
    • charge interest on a day to day basis from the original due date at the rate of xx % per month, or the maximum rate permitted by law, if that is lower, and or;
    • require that all future payments shall be net cash payable in advance of the supply of any Product ordered.
  • All payments to AAA under this Agreement shall be in Japanese yen and shall be made by electronic Funds Transfer. Payment shall be due within thirty (30) calendar days, after receipt of an invoice from AAA.
    • Invoice shall be mailed to: _________________________________
    • Electronic Funds Transfer shall be forwarded to: _______________

８．注文・支払条件：

  • 注文書


  • 保守契約

  • 注文請書

  • 納入不足


  • 保守料支払


  • 諸税負担


  • 支払遅延



  • 支払方法

>Top 9-19 GENERAL CLAUSES:

9. WARRANTY:

  • Each Software License Agreement provides for a limited warranty from AAA to each Customer. BBB shall notify AAA of any problems that arise with any Customer, in which event AAA shall use all reasonable efforts to correct such problem in accordance with such warranty.

10. INDEMNITIES:

  • Notwithstanding any provisions of this Agreement to the contrary, AAA agrees to defend BBB against any claim that the Products used within the scope of this Agreement infringe any US or Japan copyright or trademark.

11. TRADEMARKS:

  • BBB acknowledges that any symbols, trademarks and service marks adopted by AAA to identify the Products and any trade names used by company ("Trademarks") belong to AAA and that BBB shall have no rights in such Trademarks except as expressly set forth herein.

12: CONFIDENTIALITY:

  • BBB acknowledges and agrees that the Products and any other information provided to BBB by AAA regarding the Products or this Agreement herein constitutes the confidential and proprietary information, and that BBB shall retain in strict confidence and not disclose to any third party without AAA's written consent any and all such information.

13: NOTICE:

  • All notices, demands, or consent required under this Agreement shall be in writing and shall be delivered personally or sent by certified or registered mail to:
    AAA _____________________, BBB _______________________

14. GOVERNING LAW & ARBITRATION:

  • This Agreement shall be governed by the laws of Japan.
  • Except as otherwise provided for in this Agreement, any claim, dispute or controversy arising between the parties out of or in relation to this Agreement, or breach thereof, which cannot be satisfactorily settle by the parties, shall be finally settled by arbitration upon the written request of either party, in accordance with the rule of }Conciliation and Arbitration of the International Chamber of Commerce. The place of arbitration shall be Tokyo, Japan. The award shall be final and binding upon both parties. Judgment upon the award may be entered in any court having jurisdiction thereof.

15. ASSIGNMENT:

  • This Agreement may not be assigned by either party without the prior written consent of the other party, except in the case of a transfer of all or substantially all assets, business or stock of a party to which this Agreement pertains. Notwithstanding the foregoing, this Agreement shall be binding upon the parties' respective successors and assigns.

16. SEVERABILITY:

  • If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

17. PUBLICITY:

  • It is agreed that both parties must approve all public announcements or other promotional efforts made regarding this Agreement, provide however, that the general existence of this Agreement shall not be treated as Confidential Information.

18. FORCE MAJEURE:

  • Except for the obligation to make payments, non performance of either party shall be be excused to the extent that performance is rendered impossible by strike, fire, flood, earthquake, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party.

19. ENTIRE AGREEMENT:

  • The parties agree that this agreement is the complete and exclusive statement thereof between the parties and that it supersedes and merges all prior proposals and understanding, and all other agreements, whether oral or written, between the parties relation to the subject matter thereof. This Agreement many not be modified or altered except by a written instrument duly executed by the parties hereto

9-19．一般条項：

９．保証：

 

　　

10．損害賠償

　

　

11．商標

　

　

12．秘密保持

　

 

 

13．通知

　

 

14．準拠法・仲裁

　

 

 

 

15．譲渡

　

 

 

16．個別性

　

 

17．公表

 

 

18．不可抗力

 

 

 

19．完全契約

20. Signature:

WITNESS WHEREOF, the parties have caused this Reseller Agreement to be executed as set forth below.

  • AAA CORPORATION
  • By:_______________
  • Name: ____________
  • Title: ____________
  • Date: ____________

  • BBB CORPORATION
  • By:_______________
  • Name: ____________
  • Title: ____________
  • Date: ____________

20．両当事者の署名

WITNESS WHEREOF

>Top 21. Attachments:

  • SCHEDULE-1: List of Integrators and Distribution Partners
  • EXHIBIT-A: Price List
  • EXHIBIT-B: Software License Agreement
  • EXHIBIT-C: Maintenance and Support
  • EXHIBIT-D: Training Program
 21．付属書類：
JV
LOI
LTR
Notice
SW
PO
NDA
RA

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