Client name (hereinafter the “Client”) and name of the Contractor (Suzuki) (hereinafter the “Contractor”) hereby agree as set forth below and enter into this Agreement with respect to the work entrusted between the Client and the Contractor.

Article 1　General Provisions

1. The Client entrusts to the Contractor the statistical analysis outsourcing services (hereinafter the “Commissioned Work”), and the Contractor accepts such entrustment.
2. The Contractor shall perform the Commissioned Work in accordance with the terms set forth in the Individual Contract.
3. The Contractor shall bear no obligation to perform any work not included in the Commissioned Work.
4. The Client shall carry out the work that is objectively necessary for the Contractor to perform the Commissioned Work.
5. Any change to the content or scope of the Commissioned Work shall be made upon consultation between the parties and by agreement in writing or by email or similar means.
6. Where additional work is required, the Client and the Contractor shall, upon consultation, determine in an Individual Contract the content of the additional work, the amount of the Fee, and other necessary matters.

Article 2　Individual Contracts

1. The Client and the Contractor shall, in a separate Individual Contract, determine the matters listed in the following items; provided, however, that matters common to the Individual Contracts may be determined in advance upon consultation between both parties.
(1) Date of order
(2) Content of the work, specifications, procedures, etc. (hereinafter the “Specifications”) (3) Work period
(4) Fee and expenses
(5) Payment deadline
(6) Method of payment
(7) Method, deadline, and conditions of inspection and acceptance
(8) Other matters necessary for performance of the relevant Individual Contract
2. The provisions of this Agreement shall apply in common to the Individual Contracts; provided, however, that an Individual Contract may stipulate terms differing from this Agreement, and in such case, where the terms of the Individual Contract conflict with those of this Agreement, the terms of the Individual Contract shall prevail.

Article 3　Formation of an Individual Contract

1. An Individual Contract shall be formed when the Client places an order by a prescribed purchase order (including by electromagnetic means; the same applies hereinafter) and the Contractor accepts it by delivering an order acknowledgment (including by electromagnetic means; the same applies hereinafter).
2. If the Contractor has any doubt or objection regarding the content of the Client’s order, the Contractor shall notify the Client to that effect.

Article 4　Specifications

1. The Contractor shall perform the Commissioned Work in accordance with the Specifications agreed upon and determined through consultation with the Client.
2. Where it becomes necessary to change the Specifications, they may be changed by both parties agreeing, upon consultation, to a document or an email setting out the points of change.
3. If there is an error in the specifications or similar documents prepared by the Client, and a defect arises in the Commissioned Work performed by the Contractor as a result, the Contractor shall not be liable for such defect.

Article 5　Duty of Cooperation

1. The Contractor may request from the Client the cooperation necessary to perform the Commissioned Work, and where the Contractor so requests, the Client shall respond without delay.
2. If the Client breaches the duty of cooperation set forth in the preceding paragraph, the Contractor shall be relieved of responsibility for the portion of the Commissioned Work that is difficult to perform without such cooperation.

Article 6　Duty to Report

When requested by the Client, the Contractor shall report to the Client, by any method, on the status of performance of the Commissioned Work.

Article 7　Completion Report

Upon completing the Commissioned Work, the Contractor shall submit to the Client, within the period specified in the Individual Contract and in the form agreed upon by both parties, a completion report in writing or by email.

Article 8　Warranty

1. The Contractor makes no warranty whatsoever that the Commissioned Work conforms to any specific purpose intended by the Client or that it is complete.
2. Even if, after completion of the Commissioned Work, the Client itself performs additional work or other changes to the Commissioned Work and a defect arises in the Commissioned Work as a result, the Contractor shall bear no liability therefor.

Article 9　Fee

1. The Client shall pay to the Contractor the Fee specified in the Individual Contract. The Client and the Contractor confirm that no Fee already paid shall be refunded under any circumstances.
2. The Client shall transfer the Fee, by the payment deadline specified in the Individual Contract (or, where such deadline falls on a holiday of the financial institution, the next business day), to a financial institution account separately designated by the Contractor. Any transfer fees relating to the Fee shall be borne by the Client.
3. If the Fee is not paid, the Contractor may suspend all or part of the performance of the Commissioned Work, and the Client shall pay to the Contractor late-payment damages at the rate of 3.0% per annum from the day following the payment deadline until payment in full.
4. If a change in the Commissioned Work, economic conditions, or other reasonable grounds arise, the Contractor may request consultation with the Client to revise the Fee, and the Client may not refuse such request absent reasonable grounds.
5. If the Client rescinds, cancels, or otherwise terminates this Agreement or an Individual Contract for any reason during the contract term, the Client shall pay the Contractor a reasonably calculated amount.

Article 10　Expenses

1. The Client shall bear, separately from the Fee, the expenses determined in the Individual Contract, expenses separately agreed with the Contractor in writing, and other various costs and expenses.
2. The method and deadline of payment for expenses shall be determined in the Individual Contract or by separate agreement.

Article 11　Loaned Materials, etc.

1. The Client shall provide to the Contractor, free of charge—by disclosure, loan, supply, or other means—the materials and information that the Contractor reasonably deems necessary for performing the Commissioned Work.
2. The materials provided under the preceding paragraph may be used (including reproduced) only within the scope of performing the Commissioned Work.
3. Upon termination of this Agreement or an Individual Contract, the Contractor shall, without delay, return such materials to the Client or handle them in accordance with the Client’s instructions.
4. If, due to the Client’s failure, delay, or defect in providing loaned materials, or due to an error in the Client’s instructions, the Contractor experiences a delay in, impossibility of, or defect in performing the Commissioned Work, then even if the Client thereby suffers damage, the Contractor shall bear no liability to compensate for such damage, regardless of whether the Contractor was negligent.

Article 12　Handling of Infringement of Third-Party Rights, etc.

1. If a dispute arises—such as the Client or the Contractor receiving any claim or objection from a third party, or a lawsuit being filed—on the grounds of infringement of a third party’s rights in connection with the Commissioned Work or for other reasons, the Client shall resolve it at its own responsibility and expense; provided, however, that this shall not apply where the cause of the dispute lies solely with the Contractor.
2. If the Client or the Contractor becomes aware that there is a risk of infringing a third party’s intellectual property rights or other rights in connection with this Agreement or an Individual Contract, it shall promptly notify the other party.

Article 13　Damages

1. If the Client or the Contractor suffers damage (limited to direct and ordinary damage actually incurred, and excluding lost profits) due to grounds attributable to the other party, it may claim compensation for such damage from the other party.
2. Notwithstanding the preceding paragraph, the scope of damage to be compensated by the Contractor shall be capped at the amount of the Fee under this Agreement or the relevant Individual Contract.

Article 14　Suspension of Work

1. While the Client is failing to perform its obligations under this Agreement or an Individual Contract, the Contractor may suspend performance of the Commissioned Work for the duration of such period.
2. The Contractor shall bear no liability to compensate for any damage incurred by the Client as a result of the suspension of the Commissioned Work.

Article 15　Exemption due to Force Majeure

Neither the Client nor the Contractor shall bear any liability for non-performance, in whole or in part, of obligations stipulated in this Agreement or an Individual Contract due to causes not attributable to either party, such as natural disasters, war, riots, civil disturbances, other major social upheavals, the enactment or amendment of laws and regulations, orders or dispositions by public authority, labor disputes, accidents affecting transportation or communication lines, and the like.

Article 16　Confidentiality

1. The Client and the Contractor shall strictly store and manage, among all business, technical, and other information disclosed by either party in connection with this Agreement or an Individual Contract, both information disclosed with an express indication that it is confidential to the other party and information that should ordinarily be treated as confidential in light of its nature, etc. (hereinafter “Confidential Information”); provided, however, that information falling under any of the following items shall not be included in Confidential Information.
(1) Information that was publicly known before disclosure
(2) Information that became publicly known after disclosure through no fault of the receiving party
(3) Information already in the receiving party’s possession before disclosure
(4) Information obtained from a duly authorized third party without any confidentiality obligation
(5) Information independently developed without reliance on the disclosed information
2. The Client and the Contractor shall not disclose or leak Confidential Information to any third party without the prior consent of the other party in writing or by email; provided, however, that where disclosure is required by law or is ordered by a legally authorized public office, it may be disclosed within the necessary scope. In such case, the Client and the Contractor shall notify the other party in advance.
3. The Client and the Contractor shall use Confidential Information only within the scope of the purpose of this Agreement or an Individual Contract, and where reproduction or modification beyond such scope is necessary, shall first obtain the other party’s consent in writing or by email.
4. Upon termination of this Agreement or an Individual Contract, or upon the other party’s request, the Client and the Contractor shall, in accordance with the other party’s instructions, return or destroy the Confidential Information (including copies thereof) or take other measures; provided, however, that this shall not apply where the other party consents to such measures not being taken.

Article 17　Handling of Personal Information

The Client and the Contractor shall not leak to any third party the personal information acquired from the other party under this Agreement or an Individual Contract (meaning personal information as defined in Article 2, Paragraph 1 of the Act on the Protection of Personal Information (Act No. 57 of 2003)), and shall strictly manage such information in compliance with the Act on the Protection of Personal Information and other relevant laws and regulations.

Article 18　Termination, etc.

1. If the other party breaches this Agreement or an Individual Contract, the Client or the Contractor shall, regardless of whether the cause is attributable to the other party, demand in writing that the state of breach be cured; and if it is not cured even after a reasonable period has elapsed following such demand, may terminate all or part of this Agreement or the Individual Contract.
2. If the other party falls under any of the following items, the Client or the Contractor may, regardless of whether the cause is attributable to the other party, immediately terminate all or part of this Agreement or an Individual Contract without any demand.
(1) Where its business license is revoked or suspended
(2) Where it suspends payments, becomes unable to pay, or dishonors a bill or note
(3) Where there is a commencement of bankruptcy, civil rehabilitation, or corporate reorganization proceedings
(4) Where there is a petition for attachment, provisional attachment, provisional disposition, compulsory execution, or auction
(5) Where it becomes subject to a disposition for delinquency in taxes and public dues
(6) Where it receives a disposition of suspension of transactions from a financial institution
(7) Where there are reasonable grounds to find that its financial condition has deteriorated or is likely to deteriorate
(8) Where it resolves, without the other party’s consent, to dissolve, undergo a corporate split, transfer its business, or merge
(9) Where there is a material breach of any provision of this Agreement or an Individual Contract
(10) Where any other material cause arises that makes it difficult to continue this Agreement or an Individual Contract
3. Termination under the preceding two paragraphs shall not preclude the Client or the Contractor from exercising a right to claim damages against the other party.
4. Where the Client or the Contractor falls under any item of Paragraph 2, that party shall, without any demand, immediately lose the benefit of time with respect to its own obligations.
5. Notwithstanding the preceding paragraphs, where the grounds set forth in the items of Paragraphs 1 and 2 arise due to causes attributable to the party seeking termination, that responsible party may not terminate this Agreement or an Individual Contract.

Article 19　Prohibition of Transfer of Rights and Obligations

The Client and the Contractor shall not, without the prior consent of the other party in writing or by email, assign to a third party, pledge as security, or have assumed by a third party any rights, obligations, or status under this Agreement or an Individual Contract. A party in breach of this shall pay a penalty to the other party.

Article 20　Exclusion of Anti-Social Forces

1. The Client and the Contractor each affirm and warrant that none of their officers (meaning directors, executive officers, operating officers, corporate auditors, or persons equivalent thereto) or employees falls under organized crime groups, members of organized crime groups, persons for whom five years have not yet elapsed since they ceased to be members of organized crime groups, quasi-members of organized crime groups, enterprises affiliated with organized crime groups, corporate racketeers (sokaiya), groups engaging in criminal activities under the pretext of social or similar campaigns, crime groups specializing in intellectual crimes, or other persons equivalent thereto (hereinafter “Anti-Social Forces”), and that they do not, and will not in the future, fall under any of the following items.
(1) Having a relationship in which Anti-Social Forces are deemed to control its management
(2) Having a relationship in which Anti-Social Forces are deemed to be substantially involved in its management
(3) Having a relationship deemed to involve unjustly using Anti-Social Forces, such as for the purpose of obtaining wrongful gain for itself, its company, or a third party, or for the purpose of causing damage to a third party
(4) Having a relationship deemed to involve providing funds or the like to, or affording benefits to, Anti-Social Forces while knowing them to be organized crime group members or the like
(5) Having a relationship in which an officer, or a person substantially involved in management, maintains a socially reprehensible relationship with Anti-Social Forces
2. The Client and the Contractor each affirm and warrant that they will not, whether by themselves or by using a third party, engage in any act falling under any of the following items.
(1) Violent demanding acts
(2) Unjust demanding acts beyond legal responsibility
(3) Threatening conduct or the use of violence in relation to transactions
(4) Acts of spreading rumors, using deceptive schemes, or using force to damage the other party’s credit or obstruct its business
(5) Other acts equivalent to the preceding items
3. If the other party breaches this Article, the Client or the Contractor may immediately terminate this Agreement or an Individual Contract without any demand or other procedure.
4. Even if the other party suffers damage as a result of termination under this Article, the Client or the Contractor shall bear no obligation to compensate for such damage; and the Client or the Contractor may claim from the other party compensation for any damage it itself incurs as a result of such termination.

Article 21　Term, etc.

1. The term of this Agreement shall be one year from the date of conclusion of this Agreement.
2. If, at the time of termination of this Agreement, there remain unperformed obligations under a valid Individual Contract, this Agreement shall continue to apply—only with respect to the performance of that Individual Contract—until performance of such obligations is completed.

Article 22　Survival

Article 8 (Warranty), Article 12 (Handling of Infringement of Third-Party Rights, etc.), Article 13 (Damages), Article 16 (Confidentiality) Paragraphs 2 through 4, Article 17 (Handling of Personal Information), Article 21 (Term, etc.) Paragraph 2, and this Article through Article 24 (Good-Faith Consultation) shall continue in effect after this Agreement terminates, regardless of expiration, termination, lapse, or any other reason; and provisions within a term separately specified in an Individual Contract shall likewise remain validly in effect. Furthermore, Article 16 (Confidentiality) Paragraph 1 shall survive for one year after termination of the contract.

Article 23　Governing Law and Jurisdiction, etc.

1. This Agreement and the Individual Contracts shall be governed by, and construed in accordance with, the laws of Japan.
2. With respect to disputes concerning this Agreement and the Individual Contracts, the Tokyo District Court or the Tokyo Summary Court shall, depending on the amount in dispute, be the court of exclusive agreed jurisdiction for the first instance. The same shall apply where mediation is conducted.

Article 24　Good-Faith Consultation

If any doubt arises in interpreting the provisions of this Agreement (including individual agreements or Individual Contracts related to this Agreement), or if a matter not provided for in this Agreement arises, the Client and the Contractor shall consult sincerely in accordance with the principle of good faith and endeavor together to resolve it. Any agreement to hold such consultation shall be made in writing or by electromagnetic record.

Article 25　Special Provisions

None.

In witness of the formation of this Agreement, an electromagnetic record of this document shall be created; after the Client and the Contractor have agreed, they shall affix their electronic signatures and each retain the electromagnetic record.