FY 2015 Invest Japan Advisor

Transcription

1 FY 2015 Invest Japan Advisor April 20, 2015 Yoshiaki Tojo Chief Executive Director JETRO San Francisco The JETRO San Francisco office (here in after called JETRO ) is currently looking for an Invest Japan Advisor. If you are interested in this position, please submit your application documents to JETRO San Francisco office in accordance with the following guidelines. 1. Main Objective Contribute to increase of Japan s international competitiveness and creation of innovation and job growth in Japan in order to invite new investment into Japan. 2. Responsibility Overview (1) Industry Focus Cleantech/Renewable Energy, Manufacturing, Tourism, Retail, etc (Excluding IT/Electronics and Life Science) (2) Target Geographic Region JETRO San Francisco Territory, except Washington State *Alaska, Oregon, Northern California, Northern Nevada, Idaho, Wyoming, Montana (3) Contents of Contract As indicated in Application Guideline (Appendix A) (4) Position(s) Available 1 3. Language: a. English (Japanese is a plus) 4. Eligibility: a. The contracting corporation must have a local corporation or a branch in the Northern California. The individual contractor must reside in the Northern California with a valid working visa. b. The applicant must have skill and expertise necessary for completing the tasks listed above. c. The applicant must have relevant business experience in this field for a minimum of three years. d. The applicant must obtain consents from his / her employer for working with JETRO in this project. (If applicant is an employee of another business entity) e. If applicant has other business engagements besides his / her contract with JETRO, it 1

2 is his / her responsibility to fulfill both JETRO and his / her other business obligations. f. It is the responsibility of the applicant to secure sufficient work time to perform the assigned tasks and be diligent in responding to the needs of the clients. 5. BPO Fees: a. The base paid for this position is $5,400 USD per month (tax included). After JETRO receive the monthly report and invoice, JETRO will pay the claimed amount to the consultant s account. The monthly portion of the Fees for the month of May 2015 shall be prorated based on the number of remaining days of the month after this Agreement becomes effective. b. Administrative services such as phone/copy bills, event participation fees and transportation fee will NOT be covered by JETRO. c. For all traveling and accommodation expenses accrued by JETRO s request will be covered by JETRO. 6. How To Apply: Please fill in the application form, sign and save it as a PDF, and send it to the JETRO San Francisco via by 3:00 pm on May 1, 2015 (PST). *Please include relevant materials explaining the applicant s achievements/experience in the relevant field, corporation profile, etc. if any. Please send the application to: Mr. Jason Greene Japan External Trade Organization (JETRO) / San Francisco Office 575 Market Street, Suite 2400, San Francisco, CA U.S.A. TEL: FAX: Jason_Greene@jetro.go.jp 7. Application Process: a. First Selection Process: Document Review b. Second Selection Process: Interview at JETRO San Francisco on May 4, 5 or 6, (1) Level of understanding of the objectives and purposes of this project as well as the willingness to promote this project. (2) Degree of expertise and personal connections necessary for this project (3) Relevant business achievements and experiences in the past. (Domestically or internationally) (4) Marketing experiences in opening up new markets in BOP coverage areas (5) Ability and agility necessary for consultation and arranging business meeting (6) Ability to comply with the purpose of this project and performed the ALL of the tasks mentioned above. (In English, but Japanese language skill is a plus) JETRO will not provide the reason for the decision. The application documents will not be returned. 8. Application Duration: (Open) April 20th, 2015 (Monday) ~ (End) May 1st, 2015 (Friday) 2

3 9. Contract Definition & Duration: a. Contract Definition: An agreement between JETRO and the signer of the contract (individual or corporation) in terms of responsibility and confidentiality. b. The Date of agreement to March 31st, Privacy Policy: Personal data collected through this application process is used solely to select a contractor. 11. Special Notes a. The selected contractor of this BPO is required to be compliant with JETRO s information security regulations to perform the assigned tasks. b. The selected contractor of this BPO is not allowed to re-outsource all or a part of the project to a third party, unless JETRO provides an advance approval in writing. c. The selected contractor of this BPO is required to submit monthly activity reports requested by JETRO. JETRO reserves the rights to all intellectual property in the reports and in any business accomplishments. 3

4 <Publication of information relating to two or more contract individual, corporation and independent administrative agency> For independent administrative agency contract, in "Independent Administrative Agency and Business Review of Basic policy" (December 7, 2010 Cabinet decision), and those connected to the corporation, institution, and the contract, both parties need permission to publish information about the status of transactions between the corporations in advance as well as re-employment status of OB to the corporation. On this basis, if you decided to publish the information relating to the relationship between this all involved parties in your organization website, you need consent to the publication from our organization. It should be noted that, you will be need to have been concluded consent application to the project. (1)Circumstances that allow publication 1Senior officers in this organization (officer experience), person who holds position of power to in decision making in an organization 2 That turnover between this organization, which accounts for more than one-third of total sales or revenue (By amounts in the most recent financial statements of the subject fiscal year of the execution date of the contract.) Electricity and water bill, fuel costs, contract according to the communication expenses are not eligible. In addition, local governments and individuals are not eligible. (2) Information that can be published For each contract, the name and quantity of such goods services, contract date, contract destination name, together with contract amount, etc., will be allow to publish the following listed information. 1 Number of employees in this organization as well as number of senior managers in this organization 2 Trade volume between organization 3 Percentage of trade between two organization in total sales 4 The people who are affected by the trade (3)Information that you can provide to other organization 1Contract Date, party involved, personnel involved (job title, position, etc) 2Trade volume between the involved organizations in the recent fiscal years 4

5 If the information are already publicly available on the involved parties public webpage, then there s no need to ask for permission. (4)Date available for publication 72 days since date of contract (and 93 days for contract end in April). 5

6 [Appendix A] Application Guideline for FY 2015 Invest Japan Advisor 1. Title: Invest Japan Advisor JETRO San Francisco 2. Project Purpose : Contribute to improve the Japanese economy s global competitiveness and to create innovation and employment in Japan by attracting U.S. companies to Japan. 3. Target Industries of the project: Cleantech/Renewable Energy, Manufacturing, Tourism, Retail, etc (Excluding IT/Electronics and Life Science) 4. Region: JETRO San Francisco Territory, except Washington State *Alaska, Oregon, Northern California, Northern Nevada, Idaho, Wyoming, Montana 5. Description of the project: Investment into Japan-related work 1)Find companies interested in investing into Japan Find U.S. companies interested in setting up a presence in the Japanese market by visiting individual firms and attending seminar(s)/exhibition(s), networking with service providers and public support organizations, and making effective use of Japanese market information and subsidy information provided by JETRO. The Advisor requested by JETRO to attend seminar(s) and exhibition(s) will be reimbursed for admission fees and business travel expenses. If the Advisor is not requested by JETRO to attend seminar(s) and exhibition(s), the Advisor will cover admission fees and business travel expenses at their own expense. The Advisor is required to invite powerful influential U.S. companies (i.e., company size, potential setup of R&D facility, innovative companies, etc.) to the Japanese market. 2) Consultation for U.S. companies interested in investing into Japan The Advisor is required to support companies, as the person in charge, with the assistance of JETRO s resource, service menu, and information until the company has established their presence in the Japanese market. 3) Sharing and managing company information The Advisor is required to share and manage corporate information gained from communication with the company, and share and submit such information through the internal CRM system. The Advisor is required to manage corporate information through the internal CRM system to ensure and protect corporate information from external usage/sharing. 1

7 4) Participate in bi-weekly business development meetings The Advisor is required once every two weeks to participate in JETRO San Francisco s business development meetings. The Advisor is to report and share recent activities, provide updates on ongoing projects, and related matters. Also, the Advisor is required to present in a positive manner strategies on how to revitalize and streamline investment activities into Japan. 5) Technology Partnering Program As part of the finding U.S. companies interested in investing into Japan, the Advisor is required to find U.S. companies interested in establishing Japanese business partners, and encourage them to join the Technology Partnering Program. * Technology Partnering Program is a service that provides a business matching opportunity for U.S. companies interested in establishing Japanese business partners by introducing U.S. companies to Japanese companies via Magazine. The Advisor is required to meet and interview Japanese companies located in the Bay area and learn about the types of U.S. companies they want to form a partnership with and/or desirable technology, while sharing such information with JETRO San Francisco. The Advisor is also required to encourage Japanese companies to join the Technology Partnering Program as a subscriber. The Advisor is required to submit an English corporate summary per U.S. companies that participates in the program. Also, as per JETRO s request, the Advisor is required to assist in the translation work that amounts to two or three companies per month on average. 6) Prepare and submit the monthly activity report The Advisor is required to prepare a brief monthly activity report regarding the previous month s activities, content of interviews with companies, and updates with ongoing projects, and submit it to the person in charge via . (The form will be provided by JETRO later) In addition to monthly activity report of last contract month, the Advisor is required to submit an annual report of their activities by March 31, ) Interim review The Advisor is required biannually to report on their activity and review to JETRO. Also, the Advisor is required to explain their prospect of results and future strategy. Other work 1)Seminar host, speaker, panelist, presenter, etc. As per request by JETRO San Francisco and other JETRO Northern America offices, the Advisor is required to attend seminar(s) hosted by JETRO and related organizations, and participate (i.e., as a host, speaker, panelist, presenter, etc.) in the seminar. If such requests were to occur and the Advisor was to accept, JETRO would reimburse business travel expenses and receive additional payment based on JETRO s internal accounting rule, separate from monthly salary base. 2) Support JETRO Northern America offices As per request by JETRO Northern America offices, the Advisor is required to inform and/or advise, and join the telephone conference(s) with companies. 3) Support JETRO activity 2

8 The Advisor is required to promote amongst their network seminar(s) and exhibition(s) hosted by JETRO. JETRO occasionally requests the Advisor to coordinate with outside presenter(s) for seminars and sessions in America which JETRO aims to attract investment. The Advisor is required to share information, knowledge, and network gained through JETRO s contracting period. 6. Target number 1) Success case 2 2) New business cases - 20 *The above number is a target and it does not need to be achieved necessarily, but the advisor must be receptive if JETRO requests improvement in order to achieve the yearly goal. *For registration of new business cases, new business cases will be counted and recognized only if they are submitted by Friday, March 11, *Each newly found company that is submitted as a new business case (forms provided by JETRO) and approved by JETRO headquarters will be counted as one new business case. (Companies that have already been approved previously as business cases and supported by JETRO will be exempt from the target.) *In the case several staff contacts the same company, JETRO will automatically decide and designate a person in charge of the company followed by JETRO s internal rule. *One success case is counted by obtaining the following: corporate information and necessary documentation, new business case approval by JETRO headquarters, confirmation of company having utilized JETRO services, company registration certificate, confirmation of physical entity in Japan, JETRO client satisfaction form, confirmation and approval by JETRO headquarters. Paper companies are not the target nor are acceptable. *Companies that will not be accepted as new business cases, include: companies that do not have a physical office in U.S., companies that lack information about themselves on their website (i.e., management page, contact details, founding year, etc.), companies with a vague investment plan for Japan, companies with no intention of setting up a physical entity in Japan, companies that only want to establish Japanese business partners and do not intend to setup a physical entity in Japan, companies that do not need nor use JETO services, companies with poor funding or finances", companies without their own enclosed office in Japan, companies not hiring local staff in Japan, and companies that incorporate only on paper." 7. Term of Contract Contract day - March 31, Others The Advisor is required to represent JETRO and use JETRO business cards. The Advisor is required to use own address as JETRO will not provide a JETRO account specific address. JETRO plans to provide the Advisor access to the CRM system. Communication history between the Advisor and the company is to be updated and recorded in the CRM system. JETRO will not tolerate Advisor(s) that sneak a peek, falsify records, 3

9 and/or use corporate information for personal gain that is not relate to their work while at JETRO. The Advisor will receive a lot of information by working for this project. The Advisor is required to not share nor leak information whether it is highly confidential or not. Information is to be kept protected internally. The Advisor is always required to keep the balance between quality and volume (achievement of the target number(s) and new business cases that can make an impact to the Japanese economy), and perform activities. The Advisor is required to distinguish and separate this project from his/her private work. The Advisor is not allowed to provide or introduce their own fee based services to client companies during any JETRO related activities. End of scope 4

10 FY2015 Invest Japan Advisor Application Form JETRO San Francisco 1. Corporate Information (If you are the individual contractor, please leave blank.) (1) Name of corporation (website) (2) Address (3) TEL (4) FAX (5) (6) Business type (7) Key businesses (8) Name of company Position title representative 2. Profile of the primary person of this project (or a profile of the individual contractor) (1) Name Position title (2) Address (3) Language skills English: Native ( ) / Business level ( ) Japanese: Native ( ) / Business Level ( ) Other language(s) (if any): (4) Specialized businesses/products (specialty) (5) Business experience such as sales in the relevant business category/industry in a relevant country or region and your job responsibilities 1

11 (6) Job history (7) Business achievements and experience of working for US company to establish entity in Japan (if any) (8) How can you leverage your business experience, expertise and networks to this project? (9) Why do you want to apply for this position? In each question below, please check one box that is applicable: You have obtained consent for your application from your employer or manager at the time of application (if you are an employee of a corporation and apply for this position as an individual contractor). If you had previous business engagements in any projects (incl. the field you are applying for) with JETRO, have you had serious problems in activities, paperwork or reporting during the contract term? The individual contractor or primary person of this project is capable of securing sufficient work time to perform the assigned activities and responding to the needs of supporting companies. YES NO I am not an employee of a corporation NO (I had no problems.) YES (I had problems.) YES NO The individual contractor or primary person of this project is capable of making business trip(s) if necessary. YES NO 2

12 I hereby apply for the FY2015 Invest Japan Advisor. Signature Name (print) Date Privacy policy: Personal data collected through this application process is used solely to select a coordinator. 3

13 SERVICES AGREEMENT This Agreement ( Agreement ), made and entered into this XX day of May 2015, by and between the San Francisco office of Japan External Trade Organization at 575 Market Street, Suite 2400, San Francisco CA ( JETRO or JETRO San Francisco ) and contractor ( the Advisor ). 1. Services During the Term (as defined in section 3 below) of this Agreement, the Advisor shall provide to JETRO the following services ( Services ) in accordance with the terms and conditions set forth in this Agreement: (a) Provide the services according to the specifications attached here to as Appendix A. 2. Compensation 2.1 In compensation for the Services detailed in Appendix A to be provided by the Advisor to JETRO, JETRO shall pay to the Advisor 5,400 US dollars per month as a monthly salary base ( Compensation ); the monthly portion of the Fees for the month of May 2015 shall be prorated based on the number of remaining days of the month after this Agreement becomes effective 2.2 Compensation set forth in Section 2.1 above shall include any and all fees, charges, costs and expenses, including any applicable tax; exclude fees for flight ticket and accommodation costs of the business trip taken place by JETRO s request. 2.3 The Advisor shall submit invoices for the Compensation within fifteen (15) days after the end of each month; provided, however, that on or before March 31, 2016, the Advisor shall submit an invoice in connection with the Services rendered during the month of March Term The term of this Agreement ( Term ) shall commence on the date of execution and expire on March 31 st, Cancellation JETRO shall have the right to terminate this contract immediately upon notice prior to the end of the Term for: (i) unavailability of funds; (ii) force majeure; (iii) event of breach, and (iv) the Advisor s failure to provide the Services within the time period specified in Appendix A. JETRO shall also be entitled to terminate this Agreement upon 30 days prior written notice. Additionally, JETRO also reserves the right to terminate this contract in the event unauthorized material described in Section 9 below is collected and used by the Advisor, and/or breach of the Non-disclosure Agreement attached hereto as Appendix B. 1

14 5. Termination Upon termination, JETRO shall pay to the Advisor upon the successful completion to JETRO s satisfaction and standards of the activities described in Section 2 of this Agreement up to the effective date of the termination. 6. Reporting 6.1 The Advisor shall submit to JETRO the reports specified in Appendix A in the form and within the periods as set forth in Appendix A. 6.2 If in JETRO s opinion the quality of reporting is not acceptable or the content of the reports does not correspond to the Advisor s undertaking, JETRO shall, within 5 business days of receiving the report, give notice and reasons for this opinion. If not agreed otherwise, within 7 business days of such notice, the Advisor shall either contest JETRO s opinion or present a revised report that meets its requirements. 6.3 The Advisor is required to report to JETRO immediately if it finds an error or omission in the specifications detailed in Appendix A or is unable to complete any activities by the deadlines set forth by this Agreement. If it becomes necessary to change the deadlines or compensation amount in this Agreement, a decision will be made by JETRO after a discussion by both parties. 7. Rights 7.1 Any reports, memoranda, brochures, photographs, slides, pamphlets, recordings, audio-visual works, computer programs, and any other material of any kind and nature specifically created or developed by Advisor under this Agreement ( Work ) shall be the sole property of JETRO, and JETRO will exclusively retain all right, title and interest in and to such Work. 7.2 To the extent that Work is entitled to protection under the copyright laws of the United States and anywhere in the world, JETRO and Advisor agree to the following provisions: Work has been specifically ordered and commissioned by JETRO as a contribution to a collective work, a supplementary work or other category of work eligible to be treated as a work made for hire as defined under the United States Copyright Act Work shall be deemed a commissioned work and a work made for hire to the greatest possible extent permitted by law JETRO shall be the sole author of the Work and any work embodying the work accordingly to the United States Copyright Act To the extent that Work is deemed for any reason not to be a work made for hire, the Advisor agrees to and does hereby irrevocably assign all rights, title and interest in and to such Work, including all copyright rights, to JETRO. 2

15 7.2.5 The Advisor agrees to waive all moral rights relating to the Work developed or created, including without limitation any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use or subsequent modification. 7.3 To the extent that the Advisor desires to copy, publish or otherwise use any Work for purposes other than those necessary to provide Services under this Agreement, the Advisor shall obtain prior written permission of JETRO which shall not be unreasonably denied, delayed or conditioned. 8. Representations and Warranties The Advisor represents and warrants that: 8.1 it has full power and authority to enter into this Agreement and provide the Services; 8.2 there exists no agreement or restriction which would interfere with or prevent Advisor from entering into this Agreement or rendering the Services described herein; 8.3 the Services shall be performed by the Advisor in a professional manner and in accordance with industry standards, using its best efforts, judgment and expertise, upon the terms and conditions contained in this Agreement (including, without limitation, any and all appendices); 8.4 the Work the Advisor creates or prepares pursuant to this Agreement will be original or otherwise will not infringe upon the rights of any third party, and will not have been previously assigned, licensed or otherwise encumbered; 8.5 all Work will conform to the specifications and other criteria agreed upon by the parties, including Appendix A; and 8.6 it is in compliance with all laws, and has obtained all necessary licenses, permits and requirements necessary to provide the Services contemplated in this Agreement. 9. Prohibition of Use of Unauthorized Information or Material 9.1 In providing the Services or otherwise performing the duties under this Agreement, the Advisor shall rely exclusively on publicly available or otherwise properly authorized information or sources. 9.2 JETRO prohibits and, under no circumstances, authorizes solicitation, collection, acceptance, or receipt of any and all unauthorized information or material by the Advisor in performing its duties under this Agreement. 9.3 JETRO may unilaterally terminate this Agreement at any time during the Term of this Agreement, without any further compensation or liability to Advisor, if JETRO determines that any information or material has been, or is about to be, obtained in an improper manner, or in violation of any rights of third party, by the Advisor in providing the Services under this Agreement. 3

16 10. Remedies The Advisor hereby acknowledges and agrees that in the event of any breach or threatened breach of this Agreement by the Advisor or its officers, employees, consultants, or agents, JETRO shall be entitled to compensation for actual damages for any loss incurred by reason of such breach or threatened breach, including all reasonable attorneys fees and costs. The Advisor further agrees that any such breach or threatened breach of this Agreement may result in irreparable injury to JETRO, for which monetary damages may be an inadequate remedy, and agree that JETRO shall be entitled to temporary and permanent injunctive relief as necessary to restrain such breach or threatened breach and to otherwise specifically enforce the provisions of this Agreement. 11. Indemnification The Advisor shall indemnify, hold harmless, and defend JETRO, its directors, employees and agents from and against any claims, damages, losses, liabilities, penalties, settlements, judgments, awards, costs and expenses (including, but not limited to, reasonable attorneys fees) incurred or caused to JETRO by reason of any breach by Advisor of its obligations under this Agreement and from any negligent acts taken by the Advisor pursuant to this Agreement. 12. Confidentiality The Advisor hereby acknowledges that it has read and agrees to be bound by the terms and conditions of the Non-disclosure Agreement attached hereto as Appendix B and which forms an integral part of this Agreement. 13. Public Disclosure of the Agreement The existence and content of this Agreement shall not be treated confidential. JETRO may disclose for public inspection any and all part of this Agreement. 14. Independent Contractor Status Advisor and its employees, agents and representatives are independent contractors in relation to JETRO with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, or employment relationship between the parties. 15. Notice Any notice given pursuant to this Agreement must be in writing and given by overnight courier service, personal delivery, or by United States certified mail, return receipt requested, postage prepaid, to the addresses set out above, or as changed through notice to the other party given pursuant to this subsection. Notice will be deemed effective on the date it is delivered to the addressee if sent by hand, on the next business day after delivery to the courier if sent by overnight courier, or within three (3) business days after mailing. Either party may change its address for notice purposes by giving the other party notice of such change in accordance with this Section. 4

17 If to JETRO San Francisco: If to Advisor: JETRO San Francisco 575 Market Street, Suite 2400 San Francisco, CA [INSERT ADDRESS] 16. Compliance with Applicable Law and Ethical Standards In providing the Services under this Agreement, Advisor shall strictly adhere to any and all applicable federal and state laws and regulations including, if applicable, the Foreign Corrupt Practices Act of 1977, the Foreign Agents Registration Act of 1938, as amended In providing the Services under this Agreement, it is prohibited for Advisor to receive monetary or non-monetary rewards including but not limited to the payment of meals, entertainment, and other serviecs from the specified targets as described in Appendix A or other companies in relation to this Agreement. 17. Governing Law and Dispute Resolution This Agreement shall be construed in accordance with and governed by the laws of the State of California. Any dispute, controversy, or claim arising out of or relating to this Agreement or the breach thereof shall be finally settled by arbitration in San Francisco City, California, in accordance with the laws of the State of California. 18. Assignment The Advisor shall not assign this Agreement or any part hereof without the prior written consent of JETRO. JETRO may, without the Advisor s consent, assign this agreement including all rights and obligations hereunder. 19. Successors This Agreement shall be binding upon the parties and their respective successors and assigns. 20. Severability If any provision of this Agreement or application thereof to any person or circumstances is held invalid, such invalidity shall not affect any other provisions or applications of this Agreement that can be given effect without the invalid provision or application, and to this end the provisions of this Agreement are declared to be severable. 21. No Waiver The failure of either party to insist upon a strict performance, or to seek remedy, of any one of the terms or conditions of this Agreement or to exercise any right, remedy 5

18 or election set forth herein or permitted by law shall not constitute nor be construed as a waiver or relinquishment for the future of such term, condition, right, remedy or election, but such term, condition, right, remedy or election shall continue and remain in force and effect. All rights or remedies of either party specified in this Agreement and all other rights or remedies that either party may have at law, in equity or otherwise shall be distinct, separate and cumulative rights or remedies, and no one of them, whether exercised by the party seeking enforcement or not, shall be deemed to be in exclusion of any other right or remedy of such party. Any consent, waiver or approval by either party of any act or matter must be in writing and shall apply only to the particular act or matter to which such consent or approval is given. 22. Entire Agreement This Agreement (including all appendices or other attachments) constitutes the entire agreement between the parties and supersedes all prior agreements, written or oral, regarding its subject matter. This Agreement (including all appendices or other attachments) may be modified only in an amendment signed by both parties. 23. Headings Headings are supplied in this Agreement for the purpose of convenient reference and do not constitute part of this Agreement. 24. Counterparts This Agreement may be executed in any number of counterparts and by facsimile or electronic transmission (in pdf. format), and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above. For JETRO San Francisco: For: Name: Yoshiaki Tojo Name: Title: Chief Executive Director Title: 6

19 APPENDIX B Non-disclosure Agreement This Non-Disclosure Agreement ( Agreement ) is made and entered into as of this day of May, 2015 (the Effective Date ), between the San Francisco office of Japan External Trade Organization ( JETRO or a Party ), located at 575 Market Street, Suite 2400, San Francisco CA 94105, and contractor ( Advisor or a Party ), located at. (JETRO and the Advisor may be referred to collectively in this Agreement as the Parties, and individually as a Party ). 1. Purpose of Disclosure ( Purpose ). JETRO wishes to discuss with the Advisor opportunities for possible business support for North American companies interested in investing in Japan, and in connection with such discussions or in the conduct of any resulting business support, JETRO may disclose or make available to the Advisor certain information which JETRO desires the Advisor to treat as confidential. To ensure the protection of such Confidential Information (as defined in Section 2 below) and in consideration of the agreement to exchange information, the Parties agree as follows: 2. Confidential Information. Confidential Information means all information and materials of a confidential, secret or proprietary nature disclosed by or on behalf of JETRO or any of its affiliates (the disclosing Party ) to the Advisor (the receiving Party ) in the course of discussions or activities related to the purpose of disclosure described in Section 1 above (the Purpose ), before or during the term of this Agreement, either directly or indirectly, in writing, orally or by inspection of tangible objects, including, without limitation, information and materials regarding: personal information, company lists, market reports, proposals, contracts, technical and/or financial information and other data or information, in each case whether or not identified or marked as confidential, and including all documents, presentations, information, reports, materials, evaluations and copies of the receiving Party to the extent incorporating or generated from any of the foregoing information of the disclosing Party. The disclosing Party s Confidential Information may also include information obtained by the disclosing Party from its client companies or other third parties who have entrusted their confidential information to the disclosing Party. Confidential Information shall not, however, include any information which the receiving Party can establish by written records: (i) was publicly known and generally available in the public domain prior to the time of disclosure by the disclosing Party to the receiving Party; (ii) becomes publicly known and generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party or any of its employees or agents; (iii) was already in possession of the receiving Party, as evidenced by receiving Party s contemporaneous records, immediately prior to the time of disclosure to the receiving Party by the disclosing Party; (iv) is 1

20 obtained by the receiving Party from a third party who has a right to disclose such information free of any obligation of confidentiality and who is not providing such information on behalf of the disclosing Party; or (v) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information and other than under an agreement with the disclosing Party. 3. Non-Use and Non-Disclosure of Confidential Information. The receiving Party agrees not to, directly or indirectly, use or allow any third party to use, any Confidential Information of the disclosing Party for any purpose other than the Purpose or as otherwise approved in writing by the disclosing Party. The receiving Party agrees not to disclose any Confidential Information of the disclosing Party to any third party or to receiving Party's employees, except to those employees or consultants of the receiving Party or any of its affiliates who have a specific need to know such information in order to advise the receiving Party with respect to the Purpose and who are bound by written or professional obligations of confidentiality and restrictions on use that apply to Confidential Information of the disclosing Party and are at least as stringent as those set forth in this Agreement. 4. Disclosure Required by Law. Notwithstanding anything in this Agreement to the contrary, the receiving Party may disclose Confidential Information of disclosing Party to the extent such disclosure is required by applicable law, including pursuant to subpoena or other court order, provided that the receiving Party gives the disclosing Party prompt written notice of such requirement prior to such disclosure and cooperates with the disclosing Party s efforts to limit the scope of the information to be provided or to obtain an order protecting the information from public disclosure. This Agreement may also be disclosed to the extent required under the Japanese statute titled Act on Access to Information Held by Incorporated Administrative Agency (December 5, 2001, Law 140). 5. Maintenance of Confidentiality. The receiving Party shall take at least those measures to protect the confidentiality of the Confidential Information of the disclosing Party, and to prevent unauthorized use of such Confidential Information, as the receiving Party uses to protect its own confidential information of a similar nature, but not less than reasonable care. 6. No Obligation. Nothing in this Agreement shall obligate any Party to disclose any Confidential Information, to enter into any other agreement, or to proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the Purpose. 7. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS. NONE OF THE PARTIES MAKE ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, TO THE OTHER PARTY REGARDING THE ACCURACY, COMPLETENESS OR PERFORMANCE OF CONFIDENTIAL INFORMATION DISCLOSED UNDER THIS AGREEMENT EXCEPT 2

21 THAT IT HAS THE RIGHT TO DISCLOSE SUCH CONFIDENTIAL INFORMATION UNDER THIS AGREEMENT. 8. Return of Materials. The receiving Party shall return to the disclosing Party all of the disclosing Party's Confidential Information in its possession and destroy or delete from its equipment all materials containing Confidential Information. One copy of such Confidential Information may be retained by the receiving Party for the purpose of complying with this Agreement. The return of Confidential Information shall not affect the obligations of the receiving Party to treat the Confidential Information as confidential and to restrict its use thereof. 9. Property. The Confidential Information shall at all times remain the property of the disclosing Party. For the avoidance of doubt, information provided by each respective Party with respect to the terms of the potential transaction shall be deemed to be the property of such Party. 10. Term. The obligations of the receiving Party under this Agreement with regard to non-disclosure and restrictions on use of Confidential Information of the disclosing Party disclosed under this Agreement shall survive any termination or expiration of any Services Agreement, and shall continue in effect for a period ending five (5) years after the date of termination or expiration of this Agreement. 11. Remedies. The receiving Party agrees that in the event of any breach or threatened breach of this Agreement by the receiving Party or its officers, employees, consultants, or agents, the disclosing Party shall be entitled to compensation for actual damages for any loss incurred by reason of such breach or threatened breach, including all reasonable attorneys fees and costs. The receiving Party further agrees that any such breach or threatened breach of this Agreement may result in irreparable injury to the disclosing Party, for which monetary damages may be an inadequate remedy, and agrees that the disclosing Party shall be entitled to temporary and permanent injunctive relief as necessary to restrain such breach or threatened breach and to otherwise specifically enforce the provisions of this Agreement. 12. Material Inside Information. Each Party acknowledges that it is aware that U.S. and Japanese securities laws restrict persons with material non-public information about a company obtained directly or indirectly from that company under obligations of confidentiality from purchasing or selling securities of such company, or from communicating such information to any other person. Each Party hereby agrees and undertakes to comply with any such provisions and to use its reasonable efforts to cause its representatives to comply with such provisions, in each case to the extent and where applicable. 13. Dispute Resolution. The Parties shall use all reasonable efforts to resolve any disputes, controversies or differences arising out of or in connection with this Agreement amicably, including the use of a mutually agreeable, non-binding mediation procedure. Any dispute which cannot be 3

22 settled by mutual agreement or mediation shall be finally and exclusively settled by arbitration held in San Francisco, CA and conducted by the American Arbitration Association ( AAA ) in accordance with the International Arbitration rules of the AAA, as modified or amended by the following provisions. Arbitration shall be by three (3) arbitrators, one chosen by each of the Parties. 14. Miscellaneous. This Agreement shall bind and inure to the benefit of the Parties hereto and their successors and permitted assignees. Neither of the Parties may assign this Agreement without the prior written consent of the other Party. This Agreement shall be governed by the laws of California without reference to conflict of laws principles. This document contains the entire agreement between the Parties with respect to the subject matter hereof. Any failure to enforce any provision of this Agreement shall not constitute a waiver of such provision or of any other provision. Each Party shall have, in addition to any remedies available at law, the right to seek equitable relief to enforce this Agreement without the need for a bond or to prove harm. This Agreement may not be amended, nor any obligation waived, except by a written document signed by both Parties. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be deemed to constitute one agreement. It is understood and agreed that if facsimile copies of this Agreement bearing facsimile signatures are exchanged between the Parties, such copies shall in all respects have the same weight, force and legal effect and shall be fully as valid, binding, and enforceable as if such signed facsimile copies were original documents bearing original signature. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date and year written above. For JETRO: NAME: Yoshiaki Tojo TITLE: Chief Executive Director For Advisor: NAME: TITLE: 4