NONDISCLOSURE AGREEMENT Bio Umbrella Co., Ltd. (hereinafter referred to as "the Company") and the user who makes inquiries (hereinafter referred to as "the User") enter the following digital Nondisclosure Agreement concerning confidentiality.
1. Definition of confidential information. Confidential information as referred to in this Agreement means any information (hereinafter referred to as "Proprietary Information") disclosed at the present or the future by the User to the Company, or by the Company to the User, during the term of this Agreement.
All data, information, documents and materials disclosed by the User to the Company, or by the Company to the User, during the term of this Agreement, whether transmitted in writing, orally, electronically or otherwise, shall be Proprietary Information.
However, the restrictions described in this Agreement shall not apply to Proprietary Information or other information
(i) which is available to the public at the time of disclosure,
(ii) which had previously been lawfully obtained by the User at the time of disclosure (except when disclosed by the Company),
(iii) which becomes available to the public after the time of disclosure through no fault of the User.
2. Confidentiality of information.The Company and the User shall keep the Proprietary Information received strictly confidential, will use it only for the purpose of this Agreement and will not disclose or leak it to any third party without the prior consent of the other party.
3. Confidentiality of this Agreement.(i) The Company and the User shall store and maintain the received Proprietary Information with due diligence and care.
(ii) The Company and the User, as well as the executives and staff of the Company and the User who handle Proprietary Information, will comply with the restrictions and obligations set forth in this Agreement.
4. Return of Proprietary Information.Upon request from the Company or the User, the other party shall promptly return or destroy tangible manifestations of, recorded or stored information (including copies and reproductions thereof) containing Proprietary Information in accordance with the instructions received.
5. Validity period of this Agreement.The validity period of this Agreement shall be one year from the date of execution of this Agreement. However, even after the expiration of the term of this agreement, the Company and the User shall respect the purpose of this Agreement and shall not disclose Proprietary Information to any third party.
6. Compensation for damages.In the event of breaching the terms of this Agreement, the Company and the User shall be liable for any damages incurred by the other party.
7. Governing law.This Agreement shall be governed by and construed in accordance with the laws of Japan.
8. Agreed jurisdiction. The Tokyo District Court shall have jurisdiction over any disputes arising out of or related to this Agreement.
9. Exclusion of antisocial forces. a. The Company and the User hereby declare that the following items do not apply to them at present and shall ensure that they will not apply in the future:
(i) Antisocial forces (criminal organizations, members of criminal organizations, associate members of criminal organizations, companies related to criminal organizations, business extortionists and similar criminals, groups engaging in criminal activities under the pretext of conducting social campaigns or political activities, criminal organizations specialized in intellectual crimes, individuals who obtain benefit from criminal organizations, or any other person of a similar nature.
(ii) Involvement in, cooperation with, or providing funds, facilities, etc. for antisocial forces.
(iii) Use of antisocial forces
(iv) The preceding items apply to the parent company, subsidiary, subcontractor or re-contractor for this Agreement (in the event of several subcontracting or reconsignment contracts, all of them are included).
b. In the event the Company or the User finds out that any of the items on the preceding paragraph applies or had applied to the other party, the Company or the User shall be able to terminate this agreement immediately without any notice.
c. In the event of termination of this Agreement pursuant to the preceding paragraph, the Company or the User shall not be liable for any damages incurred by the other party due to termination.
10. Process upon expiration of contract. Upon the expiration of this Agreement, the Company and the User shall immediately return or discard any goods pertaining to this business following the instructions of the other party.
The User agrees to the above.