Covenant on SDK (Software Development Kit)

Our company (“Company”) hereby warrants to abide by the following covenant (the “Covenant”) with regard to the provision of the Software Development Kit (hereinafter the “SDK”) for the creation of the System Software by Graphtec Corporation (“Graphtec”):

Article 1 (License of Right of Use)

  1. Company hereby affirms its intention to be licensed, under Company’s system (the “System”), to use the SDK and to create software for the System (the “System Software”).
  2. Company may commission the creation of the Software System to any third party.
  3. In case of the preceding Paragraph, Company shall impose upon such third party obligations equivalent to those assumed by Company hereunder.  Company hereby warrants that, even if Company commissions the creation of the System Software to any third party, Company shall not be exempted from its obligations hereunder and thus shall assume the obligations hereunder jointly and severally with such third party.

Article 2 (Consideration)

Company shall, in principle, be provided with the SDK gratis by Graphtec, on the condition that Company complies with the terms and conditions hereunder.

Article 3 (Redistribution)

Company may conduct the sales or distribution to any third party, of any duplicates of the System Software which have been created by Company in accordance with Article 1, Paragraph 1 above.

Article 4 (Rights related to Software)

Company hereby affirms that the copyrights and any other rights related to the SDK to be provided by Graphtec to Company, are exclusively held by Graphtec and that the Covenant shall not by any means grant Company any rights other than those expressly set forth herein.

Article 5 (Prohibited Matters)

Company hereby warrants that it shall not conduct any of the following acts, with respect to the SDK; provided, however, that if the creation of the System Software is commissioned to any third party in accordance with Article 1, Paragraph 2 above, Company may conduct the acts set forth in (1) and (2) below with respect to such third party:

  1. the assignment or lease of the SDK to any third party;
  2. the duplication or transfer of possession of the SDK;
  3. the use of the SDK without using products manufactured by Graphtec;
  4. the use the SDK under any system other than the System; or
  5. the modification, change, reverse-engineering, decompilation, or disassembly of all or part of the SDK.

Article 6 (Report)

Company shall, upon the request of Graphtec to make reports on all or part of the contents of the System Software, respond to such requests as promptly as possible.

Article 7 (Exemption from Liabilities and Compensation for Damage)

  1. Company hereby affirms that Graphtec shall not bear any liabilities for any failures in the System Software.  In addition, if any disputes (including, but not limited to, disputes over copyrights or over other intellectual properties) arise between Company and any third party, Company shall bear full expense and responsibility for the resolution of such disputes and shall by no means hold Graphtec liable for such disputes.
  2. If in course of the submission or the performance of the Covenant, Graphtec suffers any damage due to any causes attributable to Company,  Company shall compensate Graphtec for any and all of such damage.

Article 8 (Termination etc.)

If Graphtec ascertains that Company is in breach of Article 5 above or any other provisions hereunder, Company shall agree to the immediate termination of the Covenant. If the Covenant is terminated in accordance with this Article, Company shall immediately cease to use the SDK and shall, without raising any objection, return to Graphtec any items and information that have been received by Company in accordance with the Covenant.

Article 9 (Possession of Rights)

In the event that Company invents or devises any items with respect to the creation of the System Software, it shall promptly notify Graphtec of the details thereof and shall, through a consultation with Graphtec, determine how to handle the industrial property rights related to such invented or devised items.

Article 10 (Consultation)

Any doubts or disputes that have arisen over interpretation of the provisions hereunder or any matters not provided herein shall be resolved through a mutual consultation in good faith between Company and Graphtec.

Article 11 (Jurisdiction)

Any disputes that arise between Company and Graphtec with regard to the Covenant shall be subject to the exclusive jurisdiction of the Yokohama District Court as the court of first instance.