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NONDISCLOSURE AGREEMENT

This Nondisclosure Agreement (hereinafter referred to as "Agreement"), made and entered into on March XX, 2013, by and between XXXX, a corporation organized and existing under the laws ofXXXX, with its principal place of business atXXXXX(hereinafter referred to as “XXXX”)and XXXXXXCorporation, a corporation organized and existing under the laws of XXXXXXXXX, with its principal place of business atxxxxxxxxxxxxxxxxxxxxxxxxxxxxx (hereinafter referred to as "CORPORATION"),

WITNESSETH THAT:

WHEREAS, CORPORATION owns or possesses certain confidential and proprietary information pertaining to XXXXXXXXXXXXXXX; and

WHEREAS,XXXX owns or possesses certain confidential and proprietary information pertaining to XXXX; and

WHEREAS, CORPORATION andXXXX wish to evaluate the materials developed and manufactured by XXXX (hereinafter referred to as “XXXX Materials”) and study the possible or actual usage of XXXX Materials for XXXXXXX developed by CORPORATION (hereinafter referred to as “Purpose”); and

WHEREAS, disclosure of certain confidential and proprietary information may arise between the parties during the course of conducting thePurpose; and

WHEREAS, the parties expressly desire to protect the confidentiality of certain proprietary and technical information.

NOW THEREFORE, in consideration of the premises and the mutual covenants to be faithfully performed herein contained, it is hereby agreed and understood by the parties hereto as follows:

1. Definitions of Confidential Information.

1. Confidential Information as used herein shall mean all information or materials representing, embodying or related to or associated with one party’s trade secrets, products information, business or activities, including but not limited to financial information, product research and development, marketing plans or technique, clients lists and know-how and other similar information which may be disclosed by one party (hereinafter referred to as "Disclosing Party") to the other party (hereinafter referred to as "Receiving Party") in conducting the Purpose. Information disclosed in written or other tangible form will only be considered the Confidential Information under this Agreement if it is marked on each page with the legend "CONFIDENTIAL" or "PROPRIETARY". The Confidential Information in computer-generated form must be marked on each page of the program and on each container in a similar fashion. Information the Disclosing Party first discloses to the Receiving Party orally, visually or electronically, shall be considered the Confidential Information under this Agreement only if the Disclosing Party identifies the information as confidential at the time of first disclosure, reduces the information to writing or other tangible form, complies with all other requirements of this Agreement as to marking and identifying the Confidential Information, and delivers it so that the Receiving Party receives the written or tangible form of the Confidential Information within thirty (30) calendar days of its first disclosure.

2. Treatment of the Confidential Information.

2.1 The Receiving Party hereby promises and agrees (i) to receive and hold the Confidential Information in strict confidence, (ii) not to use any of the Confidential Information except for conducting the Purpose contemplated under this Agreement, and (iii) not to, directly or indirectly, in any way, reveal, report, publish, disclose, transfer or otherwise use any of the Confidential Information without the Disclosing Party’s prior written consent except as specifically authorized in this Agreement.

2.2 The Receiving Party agrees to restrict access to the Confidential Information to those of its Representatives who clearly and demonstrably need such access to accomplish thePurpose; provided, however, the Receiving Party shall cause each of them (including, without limitation, such Representatives who may cease to be Representatives of the Receiving Party after having had access to any of the Confidential Information) to observe the terms and conditions of this Agreement and shall be responsible for any breach of this Agreement by any of such Representatives.

2.3 All information disclosed by the Disclosing Party to the Receiving Party pursuant to this Agreement shall remain the property of the Disclosing Party. The Receiving Party agrees, except as otherwise expressly authorized by the Disclosing Party, not to make any copies or duplicates of any Confidential Information. The Receiving Party also agrees that any copies or duplicates made upon authorizationof the Disclosing Party shall be treated as the Confidential Information hereunder by the Receiving Party.

2.4 The Receiving Party agrees,upon the written request of the Disclosing Party, to promptly deliver to the Disclosing Party or at the Disclosing Party’s election to destroy, all Confidential Information received hereunder.

2.5 The Receiving Party agrees not to file any patent application on any invention, improvement, copyrightable work and design directly resulting from or utilizing the Confidential Information of the Disclosing Party in any countries without a prior written consent of the Disclosing Party.

3. Limitation of Obligation.

3.1 The obligations hereunder shall not apply to the Confidential Information, which the Receiving Party can demonstrate with written evidence:

a) is, or later becomes, public knowledge through no fault of, or other than by breach of any of the provisions of this Agreement by, the Receiving Party or any of its Representatives;

b) is in the possession of the Receiving Party or any of its Representatives with the full right to disclose prior to its receipt from the Disclosing Party;

c) is rightfully received by the Receiving Party or any of its Representatives from a third party, with no restrictions on disclosure; or

d) is independently developed by the Receiving Party or any of its Representatives without reference to the Confidential Information received hereunder.

For purposes of this Article 3.1, specific disclosures made to the Receiving Party hereunder shall not be deemed to be within the foregoing exceptions merely because they are embraced by general disclosures in the public domain or general disclosures in the possession of the Receiving Party. In addition, any combination of features disclosed to the Receiving Party hereunder shall not be deemed to be within the foregoing exceptions merely because individual features are separately in the public domain or in the possession of the Receiving Party.

3.2 In the event that the Receiving Party is obligated to produce such Confidential Information as a result of a court order or pursuant to a governmental action and the Disclosing Party shall have been given notice and an opportunity to appear and object to such disclosure but is unsuccessful, then the Receiving Party may produce such Confidential Information as is required by the court order or the governmental action.

4. Developments. If either party makes any development and/or invention in the course of conducting the Purpose hereunder which directly resulting from or utilizing the Confidential Information of the other party, such party shall promptly inform to the other party and both parties shall discuss as to the treatment of such development and/or invention, including the ownership of the intellectual property rights based on such development and/or invention. For the avoidance of doubt, the parties do not contemplate any developments hereunder, but intend this section to govern in the instance of such; the parties further endeavor to evaluate, in good faith, each other’s Confidential Information in hopes of achieving the Purpose, at which time any contemplated developments and relationship shall be governed by a more definitive development agreement, to be negotiated by the parties in good faith.

5. No Rights or Licenses. The Receiving Party hereby agrees and acknowledges that no right or license whatsoever, either express or implied, is hereby granted to the Receiving Party by the Disclosing Party to use any of the Confidential Information or to use any patent, patent application, copyright, trademark, know-how or other proprietary right now or hereafter owned or controlled by the Disclosing Party, except for the Purpose.

6. Similar Opportunities. Nothing in this Agreement shall be construed as a representation that either party will not independently pursue similar opportunities with any third party provided that the terms of this Agreement are not breached.

7. Remedy. The Receiving Party agrees to indemnify the Disclosing Party against all direct losses, damages, claims, or expenses incurred or suffered by the Disclosing Party as a result of the Receiving Party's material breach of this Agreement. In the event of a perceived breach of this Agreement, the Receiving Party shall take reasonable action to minimize or limit the damages arising from such breach, including but not limited to providing prompt notice of such breach to the Disclosing Party. The parties agree that monetary damages alone will not be a sufficient remedy for any breach of this Agreement and, therefore, in addition to the Disclosing Party's other rights and remedies, the Disclosing Party will be entitled to seek specific performance and injunctive or other equitable relief to enforce this Agreement.

8. Term.

8.1 This Agreement shall be effective as of the date first above written and continue for a period of one (1) year.

8.2 Notwithstanding anything contained herein, the provisions of Articles 2 and 3 shall remain in force for a period of five (5) years following any termination or expiration of this Agreement and the provisions of Articles 4, 7, 9 and 10 shall survive any termination or expiration of this Agreement.

9. Warranties. The Disclosing Party warrants that it has the right to make the disclosure under this Agreement. UNLESS SPECIFICALLY AGREED IN WRITING, NEITHER PARTY MAKES ANY WARRANTY AS TO THE VALUE OR ACCURACY, COMPLETENESS OR PERFORMANCE OF THE CONFIDENTIAL INFORMATION DISCLOSED HEREUNDER. Neither party shall be liable to the other for any expenses, losses, or action incurred or undertaken by the other in reliance on the Confidential Information disclosed hereunder.

10. General Provision.

10.1 Entire Agreement; Amendment. This Agreement and exhibits attached hereto (if any)contain the entire understanding among the parties and supersede any and all prior written or oral agreements, understandings, negotiations, representations or commitments made by the parties hereto. No agreements altering or supplementing the terms hereof, including the exhibits attached hereto, may be made except by a written document signed by each of the parties to the Agreement.

10.2 Assignment. Neither party hereto shall assign, subcontract or otherwise transfer, whether voluntarily, involuntarily, by operation of law, by merger or otherwise, its rights, duties or obligations under this Agreement to any person or entity, either in whole or in part, without, in each instance, obtaining the prior written consent of the other party. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.

10.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Japanwithout regard to conflict of laws rules.

10.4 Dispute Resolution. All parties shall first try to settle any problem arising out of or in connection with this Agreement amicably within one month after request thereto from one of the parties. In case both parties fail to settle such problem, then it shall be settled by arbitration in accordance with the UNCITRAL (United Nations Commission on International Trade Law) Arbitration Rules as at present in force.

a) The place of arbitration shall be Tokyo, Japan.

b) The arbitration shall be administered by the Japan Commercial Arbitration Association which shall also act as the appointing authority.

c) The number of arbitrators shall be one (3).

d) The language to be used in the arbitral proceedings shall be English.

e) The award to be rendered shall be final and binding upon both parties hereto.

10.5 Notice.

Any notices or requests under the Agreement shall be served on the following locations and personnel (hereinafter referred to as the “Channel”). All such notices or requests having been served on the Channel shall be deemed as having been served on the parties.

ToXXXX:

Address:

Attention:

Tel:

ToCORPORATION:

Address:

Attention:

Tel:

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers or representatives as of the date first above written.

NAME OF THE COMPANY

By: _______________________ By: ________________________

Name:　　　　　　　　　 Name:

Title: 　　　　　 Title:

EXHIBIT A

The List of the Affiliate

Affiliate of CORPORATION

1. Name of the affiliate(s) Corporation(s)

Affiliate of XXXX