第 2 版（2014.10 公募予告 HP 掲載版）

ID 雛型（アセアン用）暫定版　

IMPLEMENTATION DOCUMENT

FOR

THE MODEL PROJECT

<XXX SYSTEM>

MM/ DD/YY

JAPAN: 　AAA Corporation

[COUNTRY]: BBB Corporation

（注意）・「AAA」「BBB」等や「[…]」等の記載は個別内容に応じて、具体化すること。・今後必要に応じ、見直しを行う可能性があります。（改訂を行った際は改訂版をご提示

します。）・本 ID 雛形はあくまで雛形であり、実際の ID は実証事業の個別内容に応じて、実施サイ

トとの交渉を経て詳細を決定するため、条項および内容の大幅な増減、事業内容に合わせたカスタマイズが必要ですので、ご留意ください。（本内容は省エネルギー分野の技術実証を主とした事業に想定して作成されています）主要なカスタマイズを行った場合は、当該内容につき NEDO に説明のこと。

・委託先は、NEDO に対し、実施サイトに起因する実証事業の履行遅延、機器の滅失及び毀損、性能未達、瑕疵担保その他一切の責任を負うことになりますので、ID において、実施サイトと当該責任にかかるリスク分担を図ることを推奨します。

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IMPLEMENTATION DOCUMENTFOR

THE MODEL PROJECT <XXX SYSTEM>

　

Table of Contents

ARTICLE 1. OBJECTIVE OF THE IMPLEMENTATION DOCUMENTARTICLE 2. DEFINITIONS, INTERPRETATIONS AND LANGUAGEARTICLE 3. WORK AND COST SHARINGARTICLE 4. PROJECT REPRESENTATIVE, MEETINGS AND STEERING

COMMITTEEARTICLE 5. DELIVERY AND DELIVERY CONDITIONSARTICLE 6. INSURANCEARTICLE 7. TAXES AND DUTIESARTICLE 8. SHIPPING DOCUMENTSARTICLE 9. PACKING AND MARKINGARTICLE 10. ENGINEERING AND DESIGN MEETINGARTICLE 11. TECHNICAL DOCUMENTS

ARTICLE 12. STANDARDS AND INSPECTIONSARTICLE 13. INSTALLATION, COMMISSIONING, DEMONSTRATION AND

DEPLOYMENTARTICLE 14. OPERATION & MAINTENANCE AND MEASURES AGAINST

DEFECTSARTICLE 15A. PROJECT COMPLETION AND TRANSFER OF EQUIPMENT

OWNERSHIP　（無償譲渡の場合）

ARTICLE 15B. PROJECT COMPLETION AND TRANSFER OF EQUIPMENT OWNERSHIP　（有償譲渡の場合）

ARTICLE 16. RESPONSIBILITIES AND LIMITATION OF LIABILITESARTICLE 17. DELAY DAMAGESARTICLE 18. INTELLECTUAL PROPERTYARTICLE 19. CONFIDENTIALITY, RIGHT TO USE AND PUBLICATION OF

RESULTSARTICLE 20. FORCE MAJEUREARTICLE 21A. SETTLEMENT OF DISPUTES（NEDO と CP の協議）

ARTICLE 21B. GOVERNING LAW AND SETTLEMENT OF DISPUTES（20A に加え

て準拠法と仲裁条項を設定）

ARTICLE 22. EFFECTIVE DATE, TERMINATION, ETC. ARTICLE 23. LEGAL ADDRESS

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List of Schedules

Schedule 1 Certificate of Completion of Installation Schedule 2 Certificate of Completion of Commissioning Schedule 3 Certificate of Completion of Performance Verification Schedule 4 Confirmation of Collection and Review of Operating Data

(技術仕様書基本項目)TECHNICAL SPECIFICATIONS

List of Appendices

Appendix 1: General Outline of PROJECT Appendix 2: Description of EQUIPMENT 2-1. Japan Supplied Equipment 2-1-1.Diagram 2-1-2.Layout Plan 2-1-3.Supply List 2-2. [COUNTRY] Supplied Equipment Appendix 3: Scope of Work between BBB and AAA Appendix 4: PROJECT Implementation Schedule 4-1. Master Schedule of PROJECT 4-2. Delivery Schedule for Japan Supplied Equipment Appendix 5: Training and Technical Advice Appendix 6: Inspection and Testing 6-1. Inspection and Testing before Delivery 6-2. Performance Testing 6-3. Performance Criteria

Appendix 7: Licensing Terms and ConditionsAppendix 8: Units, Codes and StandardsAppendix 9: Vendor list

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IMPLEMENTATION DOCUMENT FOR

THE MODEL PROJECT<XXX SYSTEM>

This “Implementation Document” has been made and entered into on this MM/DD/YY, by and between BBB Corporation, having its principal office at [ADDRESS], [COUNTRY] (hereinafter referred to as “BBB”) and AAA Corporation, having its principle office at [ADDRESS], Japan (herein after referred to as “AAA”).

RECITALS

Reference is made to the MEMORANDUM OF UNDERSTANDING (hereinafter referred to as “MOU”) BETWEEN THE NEW ENERGY AND INDUSTRIAL TECHNOLOGY DEVELOPMENT ORGANIZATION, JAPAN (hereinafter referred to as “NEDO”) AND [AUTHORITY’S NAME], [COUNTRY] (hereinafter referred to as “ZZZ”) CONCERNING THE MODEL PROJECT FOR <XXX SYSTEM> made and executed on MM/DD/YY (hereinafter referred to as “PROJECT”).

This “Implementation Document” corresponds to the “Implementation Document” described in Article 9 of the MOU.

In accordance with Article 9 of the MOU, BBB has been entrusted by ZZZ to carry out ZZZ’s work related to the PROJECT and AAA has been entrusted by NEDO to carry out NEDO’s work related to the PROJECT.

Based on the stipulations of the MOU and this Implementation Document, the PROJECT shall be implemented jointly by BBB and AAA respectively for ZZZ and NEDO, to contribute to the efficient use of energy and the protection of the environment in [COUNTRY] by means of establishing, demonstrating and deploying the TECHNOLOGY.

NOW, THEREFORE, the parties hereto agree as follows:

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ARTICLE 1. OUTLINE OF THE IMPLEMENTATION DOCUMENT

1.1 BBB and AAA shall jointly construct <XXX SYSTEM> (hereinafter referred to as “EQUIPMENT”) at the [SITE] of BBB in conformance with the basic design specifications and basic engineering of AAA and in accordance with Appendices 1 and 2 hereto and conduct a Demonstration of the EQUIPMENT as defined in Appendix 2 hereto. The objective of the PROJECT is to contribute to the efficient use of energy and the protection of the environment in [COUNTRY] through the joint implementation of the PROJECT, as stipulated in Article 1 of the MOU.

1.2 The general outline of the PROJECT is as per Appendix 1 hereto.

1.3 The EQUIPMENT shall be composed of components to be supplied by AAA (hereinafter referred to as “Japan Supplied Equipment”) and components to be supplied by BBB (hereinafter referred to as “[COUNTRY SUPPLIED] Equipment”). Specifications for the Japan Supplied Equipment and [COUNTRY SUPPLIED] Equipment are as per descriptions given in Appendix 2 hereto.

1.4 The delivery schedule for Japan Supplied Equipment is as per Appendix 4-2 hereto.

1.5 The PROJECT implementation schedule is as per Appendix 4-1 hereto.

1.6 AAA shall designate or dispatch personnel including its project representative, deputy project representative, site representative and technical advisor for the PROJECT. Details concerning such designation or dispatch are as per any corresponding provision(s) of Articles 4, 12, 13 and 14 hereof and Appendix 5 hereto.

1.7 Both BBB and AAA shall carry out their respective share of the PROJECT described in Appendix 3 in accordance with the stipulations of this Implementation Document.

1.8 The EQUIPMENT to be used in the PROJECT is expected to satisfy the performance criteria described in Appendix 6-3 hereto.

ARTICLE 2. DEFINITIONS AND INTERPRETATIONS

2.1 In this Implementation Document, the following words and expressions shall, unless otherwise required, have the meanings assigned to them as follows:

(in alphabetical order)

2.1.1 “Background IP” means the Intellectual Property (as defined below) created independently of the PROJECT which is made available to perform the PROJECT.

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2.1.2 “Commissioning” means the pre-inspection and individual or linked operation(s) ensuring that the EQUIPMENT is designed, installed, mechanically tested, and capable of being operated and maintained to perform in conformity with the design intent, which includes the Performance Testing described in Appendix 6-2.

2.1.2 “Confidential Information” means any and all of the proprietary designs, drawings, specifications, manufacturing procedures, operational and experimental data, knowledge and experience and other technical information of whatever kind or feature (including tools, instruments, equipment, materials, etc. in which the foregoing are embodied) in and relating to the EQUIPMENT, which either BBB or AAA possesses, keeps in confidential and discloses to the other party only for the purposes of the PROJECT.

2.1.3 “Delivery” means the transference of responsibility to the other party for transportation, safekeeping and control of equipment, consumables, spare parts and/or technical drawings/documents etc., manufactured/procured by either BBB or AAA.

2.1.4 “Demonstration” means the operation of the EQUIPMENT after the Commissioning and before the Expiry Date of the MOU, which includes the Performance Testing described in Appendix 6-2, Performance Verification and collection of Operating Data for the Deployment Activities. The PROJECT is completed at the end of the period of the Demonstration.

2.1.5 “Deployment Activities” means the public relations activities (including supporting a seminar) performed for the purpose of deploying the TECHNOLOGY and EQUIPMENT used in the PROJECT in [COUNTRY] during the Demonstration.

2.1.6 “Effective Date” means the date when this Implementation Document hereof is agreed upon and signed by and between BBB and AAA and shall come into effect under Paragraph 22.1 hereof.

2.1.7 “EQUIPMENT” means all the machinery, equipment and facilities installed for the PROJECT, and materials, articles and things of all kinds to be incorporated therein, as described in Appendix 2 hereto.

2.1.8 “Expiry Date” means the date when the validity of the MOU expires or is terminated.

2.1.9 “Installation” means the erection work such as assembly, construction, installation, connection, etc. of the EQUIPMENT, executed at the Site.

2.1.10 “Intellectual Property” means any and all of Know-how, Technical Information and Copyrights, owned and/or licensable to BBB by AAA for the implementation

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of the PROJECT as of the Effective Date.(1) “Copyrights” means any or all copyrights and rights in the nature of

copyrights for all materials, including but not limited to computer software program(s), photograph(s), drawing(s), blueprint(s), technical manual(s), design document(s), handwriting(s) and technical specification(s) recording, describing, including or embodying Know-how and/or Technical Information.

(2) “Know-how” means knowledge of a proprietary nature that may or may not be encompassed in the Technical Information and which is necessary or desirable for the installation, commissioning, operation and maintenance of the <XXX SYSTEM>, whether patentable or not.

(3) “Technical Documents” means any and all technical documents necessary for the Work.

(4) “Technical Information” means Confidential Information and any or all technical knowledge, information, data, know-how and test results concerning the TECHNOLOGY, whether patentable or not, and other information and data agreed upon between the parties in writing, whether in a written form or verbal form, including information relating to the operation and/or maintenance of the EQUIPMENT.

2.1.11 “Japan Side” means NEDO and/or AAA.

2.1.12 “Japan Supplied Equipment” means [ ] , and materials, articles and things of all kinds to be incorporated therein, which are described in Appendix 2 hereto, supplied by AAA as part of “J portion” or AAA’s scope of Work in Appendix 3 hereto.

2.1.13 “MOU” means the MEMORANDUM OF UNDERSTANDING BETWEEN THE NEW ENERGY AND INDUSTRIAL TECHNOLOGY DEVELOPMENT ORGANIZATION OF JAPAN AND THE DEPARTMENT/MINISTRY OF [ ], [COUNTRY], CONCERNING THE MODEL PROJECT FOR <XXX SYSTEM> executed on MM/DD/YY.

2.1.14 “Other Intellectual Property” means any Intellectual Property arising from and in relation to this Implementation Document developed after the Effective Date, which is not Background IP or Project IP.

2.1.15 “Operating Data” means the data that are related to the operation of the EQUIPMENT including energy efficiency and EQUIPMENT maintenance data collected during the Demonstration for Deployment Activities. AAA shall specify the data that shall be collected by BBB as “Operating Data” prior to the commencement of the Demonstration.

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2.1.16 “Performance Criteria” means the value(s) or condition(s) that is(are) specified in Appendix 6-3 hereto.

2.1.17 “Performance Testing” means each of the tests stipulated in Appendix 6-2 hereto to be carried out to confirm and/or modify the operation of the EQUIPMENT.

2.1.18 “Performance Verification” means BBB and AAA’s final confirmation and verification of the performance of the EQUIPMENT satisfying all the Performance Criteria.

[（無償譲渡の場合）2.1.19“Post Demonstration” means the operation of the EQUIPMENT by the [Country] Side after the date of the ownership transfer of the Japan Supplied Equipment by NEDO to ZZZ or its designee.]

2.1.20 “PROJECT” means the model project for the Installation, Commissioning and Demonstration of the EQUIPMENT for the purpose of deploying the TECHNOLOGY in accordance with the MOU and this Implementation Document.

2.1.21 “Project IP” means any Intellectual Property developed during and as a result of carrying out the PROJECT after the Effective Date.

2.1.22 “Site” means the site at which the PROJECT is to be executed at the [SITE] of BBB located at [ADDRESS], [COUNTRY].

2.1.23 “Technical Advice” means technical instruction and/or guidance to BBB's personnel given until the Expiry Date by personnel designated by AAA for the Work during the Installation, Commissioning and Performance Verification.

2.1.24 “Technical Specifications” means the collection of appendices hereto in a single volume.

2.1.25 “TECHNOLOGY” means any and all technologies related to the EQUIPMENT.

2.1.26 “[COUNTRY SUPPLIED] Equipment” means the equipment, materials, articles and things of all kinds necessary to be incorporated into the EQUIPMENT, described in Appendix 2 hereto, supplied by BBB as part of “ （ ） portion” or BBB’s scope of Work in Appendix 3 hereto.

2.1.27 “[COUNTRY] Side” means ZZZ and/or BBB.

2.1.28 “Work” means any and all the supplies, work and services necessary for the PROJECT, including, but not limited to, basic engineering, basic design, detailed design, procurement, manufacturing, proper packing and transportation of the Equipment to the Site, Installation, civil and building work, steel and brick work,

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provision of raw materials and utilities, Commissioning, Demonstration, monitoring, Deployment of the Equipment, training of operators and supervision of any of the above work.

2.2 Words and expressions stipulated in the MOU shall have the same meaning in this Implementation Document unless otherwise stipulated herein.

2.3 The singular shall include the plural and the plural the singular except where the context otherwise requires.

2.4 Words importing persons or parties shall include natural persons, firms, corporations, government entities and any other legal entities.

2.5 Unless inconsistent with any provision of this Implementation Document, the meaning of any shipping term and the rights and obligations of the parties hereunder shall be as ascribed by “INCOTERMS,” which means the international rules for the interpretation of trade terms published by the International Chamber of Commerce (2000 edition).

2.6 Any and all appendices hereto, schedules attached hereto and Technical Specification(s) are inseparable components hereto and shall have an equal effect to that of the text hereof. This Implementation Document shall be read as a whole.

2.7 Any and all alterations, revisions or additions hereto (including amendments hereto entered into between BBB and AAA) shall constitute a part hereof subsequent to deliberation, agreement and signature by the representatives of both BBB and AAA.

2.8 This Implementation Document has been concluded based on the MOU. In the event a discrepancy exists between the MOU and this Implementation Document, the MOU shall prevail.

2.9 English shall be used as the common language for the implementation of the PROJECT.

ARTICLE 3. WORK, COST SHARING AND WORK EXECUTION

3.1 Each of BBB and AAA shall perform its own part of the undertaking in accordance with the stipulations of Article 6 of the MOU, Paragraph 1.7 hereof and based on ANNEX III thereof.

3.2 Each of BBB and AAA shall be responsible for bearing the costs and expenses for performing its own work as specified in Appendix 3 hereto and its own obligations hereunder. In addition, if and to the extent the Work of either party hereto (the

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“Indemnified Party”) is attributable to failure by the other party (the “Indemnifying Party”) to perform or comply with any Work or obligation of the Indemnifying Party and such failure causes the Indemnified Party to incur additional cost, then the Indemnifying Party shall bear such additional cost and pay such costs to the Indemnified Party upon the request by the Indemnified Party or (if AAA is a Indemnified Party) NEDO.

3.3 BBB shall be responsible for:(1) Ensuring the correctness and exactitude of all information and/or data to be

supplied to AAA by BBB as stipulated in Appendix 3 hereto;(2) Acquiring and providing legal and physical possession of the Site and access

thereto, providing possession and use of and access to all other areas reasonably required for the proper execution of the Work including all requisite rights of way, as specified in ( ) portion of Appendix 3 hereto, and giving full possession of and according all rights of access thereto on or before the date(s) specified in Appendix 4 hereto;

(3) Acquiring all permits, approvals and/or licenses from all local, state or national government authorities or public service undertakings in [COUNTRY], which such authorities or undertakings require BBB to obtain in its name and which are necessary for the execution of the Work (including those that are required for the performance by both BBB and AAA of their respective Work as specified in Appendix 3 hereto);

(4) Supplying all the [COUNTRY SUPPLIED] Equipment at its own expense to the Site, as specified in ( ) portion of Appendix 3 hereto;

(5) Using its best endeavors to assist AAA, if requested by AAA, in obtaining in a timely and expeditious manner all necessary permits, approvals and/or licenses necessary for the execution of the Work from all local, state or national government authorities or public service undertakings that such authorities or undertakings require AAA or its sub-contractors or the personnel of AAA or its sub-contractors, as the case may be, to obtain;

(6) Preparing all manuals with regard to the operation and maintenance of the (COUNTRY’S) Equipment supplied by BBB; and

(7) Measuring and collecting all Operating Data from the installed EQUIPMENT during the Demonstration period.

(8) Preparing and submitting necessary document for tax exemption on Japan Supplied Equipment and acquiring all permits and approvals for such tax exemption from tax authorities and/or related government authorities in [COUNTRY].

(9) Assist and cooperation for AAA’s managing and coordination work for the implementation of the Work stated in subparagraph (5) of Paragraph 3.4. (including but not limited to preparing and submitting a current progress report on its own scope of work)

3.4 AAA shall be responsible for:(1) Supplying all the Japan Supplied Equipment at its own expense to the port of

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[CITY/REGION] or the International Airport of [COUNTRY].(2) Proceeding with the Work in accordance with the time schedule specified in

Appendix 4 hereto, without being obligated to complete with punctuality the Work depending on the progress of the supplies, work and services that will be provided and performed by BBB, as set forth in ( ) portion of Appendix 3 hereto and as required under this Implementation Document;

(3) Executing and completing the Work with due care and diligence and with compliance with all laws in force in the country where the Work is carried out, whether national, provincial, municipal or otherwise; and

(4) Preparing and submitting all manuals with regard to operation and maintenance of the installed EQUIPMENT to BBB within a time mutually agreed upon between BBB and AAA.

(5) Managing and controlling the whole of the PROJECT with the cooperation of BBB, including but not limited to (a) the coordination of commercial and technical negotiations with NEDO, (b) the coordination of the overall technical and commercial planning and management of all Work and (c) the organization of meetings and the Steering Committee (defined below) as provided for in Article 4 at which AAA shall act as chairman and shall produce a report as to the current progress of the Work.

3.5 BBB and AAA shall be jointly responsible for:Reviewing, analyzing, and selecting useful information for the Deployment from the Operating Data measured and collected by BBB from the installed EQUIPMENT during the Demonstration period.

3.6 Within a time mutually agreed upon between BBB and AAA after the Effective Date, AAA shall prepare and submit to BBB a Work schedule showing the sequence in which AAA proposes to carry out the Work and the date by which BBB and AAA are reasonably required to execute their respective Work in accordance with the program. The program so submitted by AAA shall accord with any dates and periods specified in Appendix 4 hereto. AAA shall revise the program as and when appropriate and shall submit all such revisions to BBB.

3.7 If at any time AAA's actual progress falls behind the schedule referred to in Paragraph 3.6 hereof, or it becomes apparent that it will so fall behind, AAA shall, at the request of BBB, prepare and submit to BBB a revised schedule taking into account the prevailing circumstances and notify BBB of the steps being taken to expedite progress of the Work or any changed period as may otherwise be agreed upon between BBB and AAA. BBB and AAA shall discuss and agree on the steps that are necessary to complete the Installation and Commissioning of the EQUIPMENT in accordance with the revised program.

3.8 Each of AAA and BBB shall complete the following respective Work (each a “Milestone Work”) by the milestone date specified opposite the relevant Milestone

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Work of each party hereto. (each a “Milestone Date”),:

(1) In respect of AAA: milestone work milestone date

(a) The delivery of [ ] [ ] month period starting from [ ] (b) The delivery of [ ] [ ] month period starting from [ ]

(2) In respect of BBB: Work milestone date

(a)The delivery of [ ] [ ] month period starting from [ ](b)The completion of the Installation [ ] month period starting from [ ]

(c)The completion of the Commissioning [ ] day period starting from [ ] (d)The completion of the Performance Evaluation [ ] month period starting from []

3.9 Each of BBB and AAA may employ sub-contractors that it may at its own discretion

select. Each of BBB and AAA will submit to the other party a list of sub-contractors upon the request of the other party. Notwithstnding employment by a party hereto of sub-contracots under this Paragraph 3.9, such party shall remain fully liable for its obligations under this Implementation Document and its own work, and shall undertake and assume sole responsibility for its sub-contractors and shall keep the other party fully indemnified in respect of the same..

ARTICLE 4. PROJECT REPRESENTATIVE, MEETINGS AND STEERING COMMITTEE

4.1 Each of BBB and AAA shall designate one (1) project representative and one (1) deputy project representative within ninety (90) days from the date of singing of this Implementation Document.

4.2 AAA and BBB shall hold regular meetings on DD and DD of each month during the term of this Implementation Documents. The date of the regular meeting may be changed by both parties’ prior consent via e-mail or in writing. In addition to the regular meeting, each party hereto may request the other party to hold a meeting on an as-needed basis.

The attendees, function and operation of the meetings shall be as follows:(1) The project representative, the deputy project representative, the site

representative (if necessary) or its delegate of each party hereto shall attend the meeting.

(2) The meeting shall administer the conduct of the work of each party hereto. The purpose of the meeting shall include, without limitation:

(a) Review the progresses of each Work against the schedule specified in Appendix 4 and the Work schedule prepared pursuant to Paragraphs 3.6 and 3.7, and evaluate each Work;

(b) Discuss the actions to be taken by both parties;

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(c) Discuss and make decision on matters related to each Work or the PROJECT, raised by either party hereto

(d) Decide the detailed specifications of the EQUIPMENT; and(e) Any other matters as permitted by the chair-person as a topic for

discussion. (3) The meeting can take place either in [ ] or arranged as a telephone conference

call(4) The attendees and the agenda of the meeting shall be informed and mutually

confirmed [ ] weeks before the meeting by each party hereto.(5) The chair-person of the regular meeting will be the project representative, the

deputy project representative, the site representative or its delegate of AAA.(6) After each meeting, the meeting agenda as well as matters discussed and

decisions taken shall be recorded in a minutes of meeting, a draft of which will be prepared by AAA, and thereafter will be agreed and signed by both parties.

4.3 On execution of the Implementation Agreement, the parties shall form a steering committee (hereinafter referred “Steering Committee”). Each party shall make its own project representative attend to the Steering Committee, and may at any time appoint a temporary or permanent alternate for that project representative by delivering prior written notice identifying the alternate to the other. The project representative (or alternate as the case may be) shall be duly authorized to represent the party, and to make any decision which may need to be made at the meetings.

4.4 At the request of BBB or whenever AAA deems it necessary to discuss matters relating to the PROJECT including but not limited to delay of the schedule and amendment of this Implementation Document, AAA shall convene a meeting of the Steering Committee by giving written notice thereof (including an agenda) to BBB not later than seven (7) days prior to the scheduled date of the meeting. The place, time and date of the meeting shall be designated by AAA, taking into account arrangements that are most convenient for the parties.

4.5 Each party's project representative or alternate shall attend meetings of the Steering Committee at the party's own cost and expense.

4.6 Unless otherwise specifically agreed, a meeting of the Steering Committee shall only be held when the authorized project representatives or alternates of both parties are present.

4.7 Any decisions at a meeting of the Steering Committee shall require the unanimous agreement of all the project representatives or alternates.

4.8 AAA shall prepare an agenda for each meeting of the Steering Committee, and send it to BBB at least seven (7) days in advance of the meeting to which it relates, unless the meeting has to take place urgently so that there is insufficient time for

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that, in which case the agenda shall be sent as far in advance as possible.

4.9 AAA shall prepare minutes of each meeting of the Steering Committee, recording all decisions taken. Important or urgent decisions shall be recorded in minutes produced by AAA during the meeting, and shall be signed before the meeting closes by the project representative or alternate of each party who attended at the meeting. Each party shall keep one (1) original copy thereof. Other decisions shall be recorded by AAA in minutes to be produced by AAA within two (2) days after the meeting, and sent by AAA to BBB without delay. Those minutes shall then be signed by the project representative or alternate of each party who attended the meeting within three (3) days at the latest.

4.10 In matters of minor importance or where time does not permit a meeting to be convened, AAA may ask BBB to make a decision by correspondence, including e-mail and facsimile. If both parties make a decision in that way, such decision shall have the same effect as if made at a meeting of the Steering Committee.

4.11 Any matter on which no unanimous agreement can be reached at a meeting shall be referred to the Managing Directors/Chief Executives of the parties who have authority to make any decision relating to the implementation of the PROJECT. Any decision in this Paragraph 4.11 must be unanimous.

ARTICLE 5. DELIVERY AND DELVERY CONDITIONS

5.1 AAA shall deliver the Japan Supplied Equipment to BBB by sea at the port of [CITY/REGION], [COUNTRY]. In the event certain equipment among the Japan Supplied Equipment requires transportation by air (hereinafter referred to as “Air Cargo”), AAA shall deliver the Air Cargo to BBB at an international airport of [COUNTRY].

5.2 Delivery terms of the Japan Supplied Equipment shall be CIF the port of [CITY/REGION], [COUNTRY], or if by air, an international airport of [COUNTRY] in accordance with INCOTERMS.

5.3 The risk of loss or damage to, care and custody of the Japan Supplied Equipment shall pass from AAA to BBB upon delivery as referenced in Paragraph 5.2 here above.

5.4 AAA shall complete the dispatch of Japan Supplied Equipment at a port of export located in either Japan or a third nation within [ ] ( ) months from the Effective Date hereof.

5.5 AAA shall, within [ ] ( ) months from the Effective Date hereof, send NN copies of the overall delivery plan for Japan Supplied Equipment to BBB in accordance with

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Paragraph 5.2 above. Such overall delivery schedule shall specify the number of items, description of the equipment, approximate unit weight, quantity, approximate total gross weight, approximate total net weight, approximate total cubage, and port of delivery (airport of delivery in the case of the Air Cargo) of each shipment lot. BBB shall confirm the contents of such overall delivery schedule within one (1) month and such confirmation shall result in the delivery schedule becoming final. The targeted number of shipments shall be NN, and AAA shall discuss with BBB if the number of shipments will exceed NN.

5.6 AAA shall, within [ ] ( ) months from the Effective Date hereof, send NN copies of a delivery schedule and rough exterior sketches of shipping crates that are larger than the standard container size (hereinafter referred to as “Large-sized Cargo”) to BBB. The number of crates, total gross weight (indicated in kilograms), external dimensions of the crates (length x width x height indicated in centimeters), scheduled dispatch date, and port of delivery shall be specified on the Large-sized Cargo delivery schedule. BBB shall, based thereon, make arrangements for transportation subsequent to arrival of the Large-sized Cargo at the port of delivery.

5.7 AAA shall, within [ ] ( ) months of the Effective Date hereof, send NN sets of the delivery schedule to BBB concerning cargo containing dangerous materials (hereinafter referred to as “Cargo Requiring Attention”) that require a special temperature range and humidity and vibration control, as well as a written explanation describing attention to be paid during transportation and safekeeping. Based thereon, BBB shall undertake the appropriate transportation and safekeeping.

5.8 AAA shall, NN days in advance of each scheduled dispatch date of the Japan Supplied Equipment, notify BBB by facsimile or e-mail of the denominations hereto, scheduled dispatch date, description of cargo, number of crates, total cubage, total weight, port of delivery (airport of delivery in the case of the Air Cargo) and scheduled arrival date. In the event Large-sized Cargo and/or Cargo Requiring Attention are involved, such details shall be included in the notification.

5.9 AAA shall, immediately following the shipment of each lot of the Japan Supplied Equipment, advise BBB by facsimile or e-mail of the number and date of the Bill of Lading (Airway Bill in the case of Air Cargo), the name of the vessel (Flight number in the case of the Air Cargo), the port of delivery (airport of delivery in the case of the Air Cargo), a description of the cargo, the gross weight, the total cubage and the total number of crates. In the event Large-sized Cargo and/or Cargo Requiring Attention are involved, the gross weight (indicated in kilograms) and dimensions (length x width x height indicated in centimeters) and the name of the content(s) shall be specified.

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5.10 AAA shall deliver the Japan Supplied Equipment to BBB loaded onboard vessels (hereinafter referred to as “Vessel”) to the port of [CITY/REGION], [COUNTRY]. In the event that the weight of individual crates containing the Japan Supplied Equipment is such that it allows unloading by the Vessel's crane, the unloading costs shall be borne by AAA, but if the weight of individual crates is such that it disallows unloading by the Vessel's crane, the unloading costs shall be borne by BBB. AAA shall, in the case of Air Cargo, deliver the Japan Supplied Equipment to BBB at an international airport of [COUNTRY].

5.11 BBB shall, subsequent to receiving delivery of the Japan Supplied Equipment, send by e-mail to AAA information on the external appearance of the crates and their number forthwith. All abnormalities such as damage to the crates or a shortage in the number of crates, if any, should be reported via an inspection record based on the inspection executed by BBB with the presence of personnel designated by AAA whenever Japan Supplied Equipment is delivered to the port of [CITY/REGION] as well as at an international airport of [COUNTRY] in the case of the Air Cargo. In the event of damage to the crates or a shortage in the number of crates, BBB and AAA shall discuss the situation and decide how to proceed.

5.12 BBB shall, subsequent to receiving delivery of the Japan Supplied Equipment, promptly perform custom clearance formalities and transport such Japan Supplied Equipment to the Site. AAA shall extend necessary assistance to facilitate the orderly clearance of Japan Supplied Equipment through customs formalities.

5.13 [ ] shall be the consignee of the Japan Supplied Equipment, but in case the consignee changes, [ ] shall inform NEDO of the new consignee as soon as possible.

ARTICLE 6. INSURANCE

6.1 AAA shall, at its own expense, take out and maintain in effect, or cause to be taken out and maintained insurance for all Japan Supplied Equipment to the port of [CITY/REGION] and/or an international airport of [COUNTRY] where the Japan Supplied Equipment is unloaded.

6.2 BBB shall insure all Japan Supplied Equipment to the full replacement value of the Japan Supplied Equipment, at its own expense until the Expiry Date for all risks during inland transportation in [COUNTRY], including during carriage and storage, Installation, and Demonstration.

6.3 BBB shall, at its own expense, take out and maintain in effect, or cause to be taken out and maintained insurance (including erection all risk insurance, fire insurance,

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third party liability insurance, automobile liability insurance, workmen’s compensation, and employer’s liability) for supplies, work and services that will be provided and performed by BBB as stipulated in ( ) portion or BBB’s scope of Work stated in Appendix 3 hereto and as required under this Implementation Document.

ARTICLE 7. TAXES AND DUTIES

7.1 Treatment of import duties, value added taxes and other taxes and levies in [COUNTRY] relative to the Japan Supplied Equipment shall be as per the stipulations of Article [ 8 ] of the MOU.

ARTICLE 8. SHIPPING DOCUMENTS

8.1 AAA shall, subsequent to loading the Japan Supplied Equipment on board a Vessel or aircraft, send a bill of lading, invoice and packing list to [ ] by facsimile or e-mail. In the case of Air Cargo, a packing list shall be attached to the cargo and sent at the same time as the cargo.

8.2 AAA shall, subsequent to the dispatch of the Japan Supplied Equipment, send both complete original and duplicate copies of the bill of lading, invoice, packing list, country of origin, certificate evidencing that the product passed a quality test, and other necessary information as well as both complete original and duplicate two (2) copies of the product pre-shipment inspection record table to [ ] by airmail.

8.3 AAA shall, in the event the dispatch of technical drawings/documents is by Air Cargo, send two (2) complete copies of relevant airway bills and packing lists for each dispatch of technical drawings/documents to the receiver by courier.

ARTICLE 9. PACKING AND MARKING

9.1 AAA shall undertake to pack the Japan Supplied Equipment for ocean and overland transportation as well as for multiple conveyance, loading and unloading and, furthermore, see to it that measures for waterproofing, rust prevention, vibration isolation, corrosion protection, etc. and protective measures against humidity are taken in accordance with the requirements and characteristics of the Japan Supplied Equipment.

9.2 AAA shall, so that all spare parts in crates containing the Japan Supplied Equipment can be identified, affix tags that specify the description of the equipment body and parts as well as the number of such parts as per assembly drawings that correspond to the respective packing list.

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9.3 AAA shall, on two sides of each crate containing the Japan Supplied Equipment, indicate the details given hereunder in distinct English using non-discoloring paint.

Marks:(1) Consignee: [ ] (2) Shipper of Cargo: AAA (3) Port/Airport of Destination: [CITY/REGION], [COUNTRY] (4) Description of Equipment and Number of Items: (5) Crate Number: (6) Gross Weight (indicated in kilograms): (7) Dimensions (length x width x height, in centimeters):

In the event more than two (2) types of cargo are packed in the same crate, the description and number of units of the main item shall be indicated on the exterior of the crate and the description and number of items of individual equipment shall be indicated within the crate. So as to facilitate loading/unloading and the transportation of crates weighing in excess of [ ] ( ) tons, the weight, locations under which ropes for unloading are to be placed and the center of gravity shall be indicated on the side of crates in English and by marks and designs commonly used in international transportation.

In accordance with the characteristics of the equipment involved as well as the various requirements in loading/unloading and transportation, the words “HANDLE WITH CARE”, “THIS SIDE UP,” “KEEP DRY”, “DANGEROUS MATERIAL,” and other commonly used marks and designs in the international transportation shall be indicated clearly on the crates in English.

9.4 AAA shall, for uncrated Japan Supplied Equipment cargo, undertake to affix tags and specify thereon the aforesaid relevant particulars and, for Large-sized Cargo loaded on deck, affix adequate cargo support or skids.

9.5 AAA shall attach one (1) set of packing list copies to the interior of the crates containing the Japan Supplied Equipment.

9.6 In the event that BBB and AAA send technical drawings/documents to each other, the sender shall see to it that the technical drawings/documents are packed in a form suitable for such dispatch. In the event Air Cargo is to be used, technical drawings/documents shall be suitably packed to keep out humidity and water for long distance transportation and multiple conveyances. On the exterior of each package containing technical drawings/documents, the receiver of the cargo, airport of delivery, mark designated by the receiver, gross weight (indicated in kilograms) and number of packages shall be specified. Each package shall contain one (1) copy of a list of technical drawings/documents and such list shall indicate the number of such technical drawings/documents, a description and the number of copies.

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ARTICLE 10. ENGINEERING AND DESIGN MEETINGS

10.1 Both BBB and AAA shall, pursuant to Article 6 of the MOU, perform design and design-related work based on the “Table of Work Sharing between NEDO and ZZZ” of ANNEX III of the MOU.

10.2　　　Both BBB and AAA shall dispatch, at the expense of the party who dispatches, personnel, including technical personnel, to the other country for discussions and confirmation of design issues upon necessity.

10.3 Both BBB and AAA shall exchange technical drawings/documents relative to their share of design work performed or the other party’s performance of the respective Works as specified in Appendix 3. BBB and AAA shall meet to determine the particulars of technical drawings/documents and a submission plan shall be determined. In the event any error is detected in the technical drawings/documents, such error shall be promptly corrected by the party who has handed over such technical drawings/documents.

10.4 AAA/Each of AAA and BBB shall, in the event it makes a design revision in respect of the technical drawing/documents which are determined pursuant to Paragraph 10.3, promptly notify BBB/the other party of such revision.

10.5 BBB/One party hereto may submit its opinion to AAA/the other party in connection with AAA's/ the other party’s design. In such case, BBB and AAA shall jointly discuss the points raised and if both parties are in agreement, AAA/the other party shall undertake the relevant revision.

10.6 The terminology, weight and measuring systems used in the technical drawings/documents to be exchanged between BBB and AAA as well as the number of copies shall be as follows:

(1) TerminologyTechnical drawings/documents to be submitted to AAA by BBB shall, in principle, be in English and space may be left to enable BBB to add remarks in [COUNTRY’S language]. Technical drawings/documents to be delivered to BBB by AAA shall, in principle, be in English and space may be left to enable AAA to add remarks in Japanese. Readings on gauges, control panels, etc. found on the Japan Supplied Equipment shall be in English.

(2) Units, Codes and StandardsUnits, codes and standards specified in Appendix 8 hereto shall be used, in principal. Gauges installed on the Japan Supplied Equipment also shall have SI unit readings. However, other units, codes and standards may be used

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subsequent to mutual agreement between BBB and AAA.

(3) Number of Copies The number of copies of technical drawings/documents to be exchanged between BBB and AAA shall be NN.

ARTICLE 11. TECHNICAL DOCUMENTS

11.1 Both BBB and AAA shall send technical drawings/documents related to the PROJECT to the other party as necessary. Details of the technical drawings/documents and the relevant delivery schedule shall be decided based upon the mutual agreement of BBB and AAA.

11.2 Technical drawings/documents shall be delivered from the delivering side

(hereinafter referred to as the “Sender”) to the receiving side (hereinafter referred to as the “Receiver”) by airmail, courier service or direct hand over. In the event AAA is the Sender and either airmail or courier service is used, conveyance shall be made to BBB's responsible person. The method of delivery shall, in consideration of the contents of technical drawings/documents, be subject to the Sender's discretion.

11.3 In the event airmail or courier service is used, the date of dispatch shall be considered the delivery date of technical drawings/documents. Nevertheless, the Sender shall see to it that such data reaches the Receiver within NN days of the dispatch date.

11.4 In the case of hand delivery, the day on which personnel of the Sender hands over the technical drawings/documents to the Receiver shall be the delivery date.

11.5 So that both parties confirm the delivery of technical drawings/documents, the Sender shall, in addition to appending two (2) copies of the transmittal sheet to the technical drawings/documents to be delivered, simultaneously notify the Receiver of such dispatch by facsimile or e-mail. The Receiver shall, subsequent to acknowledging receipt by affixing the Receiver's signature and date of receipt on the copy of the transmittal sheet, simultaneously notify the Sender of receipt by facsimile or e-mail.

11.6 In the event the Receiver discovers any abnormality such as a shortage of technical drawings/documents, damage thereof, etc., the Receiver shall notify the Sender by facsimile or e-mail without delay and the Sender shall undertake to prepare and promptly send substitutive technical drawings/documents at its own expense.

ARTICLE 12. STANDARDS AND INSPECTIONS

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12.1 Inspection and testing of the Japan Supplied Equipment shall be in accordance with the standards and criteria of Japan and/or AAA valid at the Effective Date hereof. The inspection criteria shall be as per Appendix 6 hereto.

12.2 AAA shall conduct a pre-delivery inspection of the Japan Supplied Equipment at an appropriate place in Japan or a third nation where such equipment is manufactured. BBB may dispatch its personnel to the place where such Japan Supplied Equipment is manufactured to witness the pre-delivery inspection. The details of the pre-delivery inspection and the dispatch of BBB’s personnel to witness it shall be as per Appendix 6 hereto.

12.3 AAA shall, following the dispatch of Japan Supplied Equipment, submit to the Site a product pre-delivery inspection record signed by AAA, if BBB so requires.

12.4 BBB shall, subsequent to arrival of the Japan Supplied Equipment at BBB, unpack and conduct an inspection of the quantity, external appearance, etc., at the Site.

12.5 AAA may dispatch personnel designated by it to BBB to witness the unpacking inspection. BBB shall notify AAA of the scheduled date for the unpacking inspection more than NN weeks in advance. In the event that AAA dispatches personnel designated by it to witness the unpacking inspection, BBB shall undertake to provide necessary facilities at the Site for such personnel to perform such duties.

12.6 Both BBB and AAA shall prepare an inspection record form of the unpacking inspection to be signed by the representatives of both parties. AAA shall, in the event any shortage and/or discrepancy in the specifications is discovered in the Japan Supplied Equipment, at its own cost deliver to BBB the replenishment items in accordance with the delivery conditions stipulated in Article 5 hereof and with all possible effort not to affect the commissioning schedule. In the event any damage or destruction is discovered in the Japan Supplied Equipment, both BBB and AAA shall consult and decide whether to make repairs or to arrange for replacements. AAA shall deliver to BBB the parts necessary to perform repairs or replacements in accordance with the delivery conditions provided in Article 5 hereof. All costs for such delivery of parts and such performance of repairs or replacements shall be borne by the party responsible for the damage and/or destruction. In the event the inspection personnel designated by AAA are unable to attend the unpacking inspection due to a cause for which AAA is not liable, BBB may conduct the unpacking inspection by itself. In the event a problem is detected at the unpacking inspection, BBB shall send to AAA the inspection record, and based thereon, AAA shall conduct a survey. In the event both BBB and AAA are in accord subsequent to discussions between the two parties, AAA shall carry out repairs or provide replacements, and/or exchange or replenishment, of parts promptly in accordance with the particulars of said accord.

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12.7 BBB shall procure the [COUNTRY SUPPLIED] Equipment in accordance with specifications prepared by themselves based on the information supplied by AAA as provided in Appendix 2 hereto. Such specifications shall be completed within [ ] ( ) months from the Effective Date hereof.

12.8 AAA shall provide to BBB a manual within a time agreed upon by BBB and AAA regarding how to keep safely the Japan Supplied Equipment, the details of which shall be agreed upon by BBB and AAA, and BBB shall comply with the instructions stated in the manual.

12.9 In the event the competent authorities of [COUNTRY] request inspections of the Japan Supplied Equipment, BBB shall facilitate such inspections and AAA shall provide necessary assistance to BBB.

12.10 In respect to the [COUNTRY] Supplied Equipment, BBB shall, at its own expense, conduct an Ex-Work inspection and an On-Site inspection, and subsequently shall make inspection records for each individual piece of equipment and facility, and shall, if required, submit them to the Japanese side. The Japanese side may take part in the Ex-Work inspection and/or the On-Site inspection, if necessary. For the Ex-Work inspection and/or the On-Site inspection in which the Japanese side takes part, the [COUNTRY] side shall deliver an inspection manual via international courier service not later than one (1) month prior to the inspection.

ARTICLE 13. INSTALLATION, COMMISSIONING, DEMONSTRATION, TRAINING, TECHNICAL ADVICE AND DEPLOYMENT

1) General

13.1 BBB shall be responsible for the Installation, Commissioning and Demonstration, and overall management and administration of the Work at the Site, as set forth in ( ) portion or BBB’s scope of Work in Appendix 3 hereto and as required under this Implementation Document. AAA shall provide necessary advice and guidance to BBB for the implementation of the PROJECT.

13.2 BBB shall arrange and provide machinery, tools, test facilities, skilled operation/maintenance/measurement test personnel, raw materials, utilities and other materials and facilities required for the Installation, Commissioning and Demonstration, in accordance with ANNEX III of the MOU.

13.3 Each of BBB and AAA shall designate one (1) site representative NN weeks in advance of commencing the Installation and shall be obliged to dispatch its own site representative to the Site.

Each of AAA and BBB shall give its own site representative the authority necessary to

act on its behalf under this Implementation Documents, including without

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limitation, authority to acknowledge the completion of the Pre-Commissioning Test, the Commission and the Performance Verification, to sign the Installation Completion Certificate, the Commissioning Completion Certificate and the Performance Verification Completion Certificate and to agree on amendment to the Performance Testing and the Performance Criteria.

The site representative of each party hereto shall deal with technical matters from the time of Installation through the Demonstration of the EQUIPMENT. The site representative of each party hereto shall consult each other amicably concerning specific matters and make arrangements with the site representative of the other party for the Work. In the event a problem arises between BBB and AAA, the site representative of each party hereto shall analyze each other the cause and reach a settlement with the site representative of the other party through amicable consultation.

The site representative of each party hereto shall delegate its power, functions and authority to a person in case where both the site representative are unavailable for the proposed action, and shall inform the other party of such delegation for the proposed action and name of the person in advance of the carrying out of the proposed action.

13.4 BBB shall establish Site regulations setting out rules to be observed in the execution of the Work at the Site and shall comply therewith. Such Site regulations shall include, but not be limited to, rules in respect to security, safety of work, gate control, sanitation, medical care and fire prevention.

13.5 Unless otherwise provided in this Implementation Document, none of the Work shall be carried out during the night or on public holidays of the country where the Site is located without the prior written consent of AAA and its site representative or, as the case may be, its delegate, except where the Work is necessary or required to ensure workplace safety or for the protection of life or to prevent loss of or damage to property. The provisions of this Paragraph 13.5 shall not apply to any work that is customarily carried out by rotating or double-shifts.

13.6 Notwithstanding Paragraph 13.5 above, if and when BBB considers it to be necessary to carry out Work at night or on public holidays so as to meet the supply schedule, work and services that will be provided and performed by BBB, as set forth in the ( ) portion of Appendix 3 hereto and as required under this Implementation Document, and requests AAA's consent thereto, AAA shall not unreasonably withhold such consent.

2) Installation

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13.7 BBB shall notify AAA of the commencement date of the Installation in writing, at least [ ] ( ) days in advance of the starting date thereof.

13.8 BBB shall undertake the Installation in accordance with a manual delivered to BBB by AAA and pursuant to the advice and guidance of AAA’s site representative or other personnel designated by AAA.

13.9 Unless otherwise specified in Appendix 3, BBB shall perform or cause to be performed, the test to demonstrate whether all EQUIPMENT has been mechanically and structurally installed completely at the Site in accordance with the Installation drawings as provided in Appendix 2 hereto (“Pre-Commissioning Test”), which AAA shall be entitled to attend. BBB shall inform AAA about the schedule of the Pre-Commissioning Test at least NN days before its implementation. In the event either BBB or AAA believes that the Installation has been completed, it shall notify the other party of the completion and the date thereof in writing.

13.10 Subsequent to the notification stated in Paragraph 13.9 above, in the event the site representative, the project representatives or, as the case may be, the deputy project representative or the delegate, of each of BBB and AAA acknowledge that all EQUIPMENT has been mechanically and structurally installed completely at the Site in accordance with the Installation drawings as provided in Appendix 2 hereto, the attached form “Installation Completion Certificate” (see [Schedule 1]) shall be prepared and signed by the site representative, the project representatives or, as the case may be, the deputy project representative or the delegate of each party hereto, within NN days. If the results of the Pre-Commissioning Test establish that all EQUIPMENT complies [in all material aspects] with the Installation drawings as provided in Appendix 2 hereto and neither the site representative, the project representative, the deputy project representative nor the delegate of one party hereto sign the Installation Completion Certificate within NN days after the Pre-Commissioning Test, then that party is deemed to have approved and signed the Installation Completion Certificate. The date of the Installation Completion Certificate shall be deemed to be the date when the Installation was completed.

13.11 If the Pre-Commissioning Tests cannot be completed within NN days after the dispatch of the notification made pursuant to Paragraph 13.9, then AAA may by notice require BBB to fix the date(s) falling within NN days after the dispatch of the notice on which the Pre-Commissioning Tests are to be carried out. BBB shall perform or cause to be performed, on the fixed date, the Pre-Commissioning Test, which AAA shall be entitled to attend. If BBB fails to fix the date for the Pre-Commissioning Test or carry out the Pre-Commissioning Test within NN days after the dispatch of the notification made pursuant to this Paragraph 13.11, then AAA may proceed with the Pre-Commissioning Test at the risk and cost of BBB, and BBB shall cooperate with AAA for such Pre-Commissioning Test. These tests shall then be deemed to be have been carried out in the presence of BBB and the results of such test shall be accepted as accurate. Paragraph 13.10 shall apply mutatis

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mutandis to the Pre-Commissioning Test carried out by AAA.

For the avoidance of doubt, the application of this Paragraph 13.11 shall not relive BBB from its obligation to complete its Work or from any other duties, obligations or responsibilities, including the delay damages under Article 17, which it may have under this Implementation Document.

13.12 Prior to the commencement of the Commissioning, BBB shall appoint personnel for the operation and maintenance of the EQUIPMENT and any part thereof.

3) Commissioning

13.13 The Commissioning shall be commenced immediately after the date of the Installation Completion Certificate. BBB shall notify AAA of the commencement of the Commissioning and the date thereof, without delay. AAA shall be entitled to attend the Commissioning.

13.14 BBB shall perform the Commissioning by conducting the Performance Testing described in Appendix 6-2 hereto in accordance with the Commissioning manual delivered to BBB by AAA as well as under the advice and guidance of AAA’s site representative, project representative or other personnel designated by AAA. During the Commissioning, BBB shall supply the operation and maintenance personnel as described in Paragraph 13.12 above, utilities, facilities, services and other matters required for the stable operation of the EQUIPMENT or any part thereof.

13.15 In the event either BBB or AAA believes that the Commissioning has been completed, that party shall notify the other party of the completion and the date thereof in writing.

13.16 Subsequent to the notification described in Paragraph 13.15 above, in the event the functions of the EQUIPMENT during the Commissioning are in conformity with the Performance Criteria as provided in Appendix 6-3 hereto, the site representative, th project representatives or, as the case may be, the deputy project representative or the delegate, of each party hereto shall prepare and sign the attached form “Commissioning Completion Certificate” (see [Schedule 2]) within NN days. If the results of the Commissioning establish that the function of the EQUIPMENT are substantially in conformity with the Performance Criteria as provided in Appendix 6-3 hereto and neither the site representative, the project representative, the deputy project representative nor the delegate of one party hereto sign the Commission Completion Certificate within NN days after the Commissioning, then that party is deemed to have approved and signed the Commissioning Completion Certificate. The date of the Commissioning Completion Certificate shall be deemed to be the date when the Commissioning has been completed.

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13.17 In the event any Performance Criteria is not satisfied during the Commissioning, the site representative, the project representatives or, as the case may be, the deputy project representative or the delegate of each of BBB and AAA shall jointly analyze the cause and deliberate a resolution to the problem pursuant to actual circumstances.

13.18 Notwithstanding Paragraph 13.17, if, for reasons not attributable to AAA, the EQUIPMENT fails to pass the Performance Criteria or the Commissioning of all the EQUIPMENT cannot be completed within NN months from the Installment Completion Certificate, then AAA may, at its option, either:

(1) require BBB to fix the date(s) falling within NN days after the date of AAA’s such request on which the Commissioning is to be carried out. BBB shall perform or cause to be performed, on the fixed date, the Commissioning, which AAA shall be entitled to attend. If BBB fails to fix the date the Commissioning or carry out the Commissioning within NN days after the date of AAA’s request under this sub-paragraph (1), AAA may proceed with the Commissioning at the risk and cost of BBB, and BBB shall cooperate with AAA for such Commissioning. Such Commissioning shall then be deemed to have been carried out in the presence of BBB and the results of such test shall be accepted as accurate. Paragraph 13.16 shall apply mutatis mutandis to the Commission carried out by AAA; or(2) require BBB to make, within NN days after the date of AAA’s such request, an amendment to the conditions in the Performance Testing and, if necessary, the Performance Criteria. Upon the request by AAA, BBB shall prepare an amendment to the conditions in the Performance Testing and, as the case may be, the Performance Criteria. After agreeing between AAA and BBB on such amendment and obtaining the approval from NEDO, the conditions in the Performance Testing and, as the case may be, the Performance Criteria shall be so amended (the amended Performance Testing and the amended Performance Criteria referred to as the “Amended Performance Testing” and the “Amended Performance Criteria” respectively) and BBB shall execute, within NN days after the date of NEDO’s approval of such amendments, the Commissioning through the Amended Performance Testing based on the Performance Criteria or the Amended Performance Criteria, as applicable. Paragraphs 13.16 and 13.18 shall apply mutatis mutandis to the Commissioning based on the Amended Performance Testing as set out this sub-paragraph (2).

In the case of sub-paragraph (2) of this Paragraph 13.18, after the end of the Demonstration period, BBB shall execute the Performance Verification through the Performance Testing defined in Appendix 6-2 based on the Performance Criteria defined in Appendix 6-3, if requested by AAA pursuant to Paragraph 13.25 (Performance Testing under Original Condition after Demonstration).

For the avoidance of doubt, the application of this Paragraph 13.18 shall not relieve BBB from its obligation to complete its work or from any other duties, obligations

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or responsibilities, including the delay damages under Article 17, which it may have under this Implementation Document.

4) Demonstration

13.19 Subsequent to the date of the Commissioning Completion Certificate, BBB shall conduct the Demonstration in accordance with the operation manual delivered to BBB by AAA within the time agreed upon by BBB and AAA as well as under the advice and guidance of personnel designated by AAA. The project representatives of both BBB and AAA shall consult to determine when the Demonstration is to commence.

13.20 In the event the Demonstration cannot be commenced on the scheduled date or once started normal operation cannot be achieved, BBB and AAA may consult and agree to delay the commencement of the Demonstration. If the Demonstration cannot be completed within the term of the validity of the MOU due to reasons not solely attributable to AAA, BBB and AAA shall jointly discuss a resolution.

Performance Testing and Verification

13.21 During the Demonstration under normal conditions and within one (1) month after the receipt or the deemed approval by BBB of the Commissioning Completion Certificate, BBB shall execute the Performance Verification through the Performance Testing described in Appendix 6-2 hereto based on the Performance Criteria as provided in Appendix 6-3 hereto, under the advice and guidance of personnel designated by AAA. AAA shall be entitled to attend the Performance Verification. BBB shall inform AAA about the schedule of the Performance Verification at least NN days before its implementation.

13.22 In the event the project representatives or, as the case may be, the site representative, the deputy project representatives or the delegate of each of BBB and AAA acknowledge that all the Performance Criteria have been satisfied as a result of BBB’s execution of the Performance Verification as per Paragraph 13.21 above, they shall, within NN days subsequent to such acknowledgement, prepare and sign the attached form “Performance Verification Completion Certificate” (see [Schedule 3]) and Performance Verification report. If the results of the Performance Verification establish that all the Performance Criteria have been [substantially] satisfied as a result of BBB’s execution of the Performance Verification as per Paragraph 13.21 above and neither the project representative, the site representative, the deputy project representative nor the delegate of one party hereto sign the Performance Verification Completion Certificate within NN days after the Performance Verification, then that party is deemed to have approved and signed the Performance Verification Completion Certificate. The date of the Performance Verification Completion Certificate shall be deemed to be the date

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when the Performance Verification has been completed.

13.23 In the event any Performance Criteria is not satisfied as a result of BBB’s execution of the Performance Verification as per Paragraph 13.21 above, the project representatives of both BBB and AAA shall jointly analyze the cause and deliberate a resolution to the problem pursuant to actual circumstances.

13.24 In the event the Performance Verification cannot be commenced on the scheduled date or once started normal operation cannot be achieved, BBB and AAA may consult and agree to delay the commencement of the Performance Verification. If the Performance Verification cannot be completed within the term of the validity of the MOU due to reasons not solely attributable to AAA, BBB and AAA shall jointly discuss a resolution.

Performance Testing under Original Conditions after Demonstration

13.25 Notwithstanding Paragraphs 13.23 and 13.24, in the case where the Performance Criteria or the Amended Performance Criteria is satisfied pursuant to subparagraph (2) of Paragraph 13.18, then Paragraphs 13.21 to 13.24 shall not apply. In such case, BBB shall, after the end of the Demonstration period, consult with and discuss with AAA regarding the necessity of the Performance Testing of all the EQUIPMENT under the original conditions defined in Appendix 6-2, and, if so requested by AAA, BBB shall execute, within NN days after the date of AAA’s such request, the Performance Verification through the Performance Testing defined in Appendix 6-2 based on the Performance Criteria defined in Appendix 6-3.

Performance Criteria as Reference Values

13.26 The Performance Criteria as provided in Appendix 6-3 hereto are reference values to show the performance of the EQUIPMENT. In the event the EQUIPMENT cannot satisfy the Performance Criteria, BBB and AAA shall cooperate to satisfy the Performance Criteria as much as possible, in consideration of the nature of the MOU.

Collection of Operating Data

13.27 During the Demonstration, BBB shall collect Operating Data and submit the same to AAA within NN days after the date of its receipt of AAA's request to do so or the date of the Performance Verification Completion Certificate, whichever comes first. AAA shall review and analyze the Operating Data and BBB shall prepare a report based thereon in cooperation with AAA. The report may be disclosed in a seminar held during the Deployment Activities.

13.28 In the event the project representatives or, as the case may be, the deputy project

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representative or the delegate of each of BBB and AAA acknowledge that the report prepared by BBB as per Paragraph 13.27 above is completed in a manner that can be used for the purpose of the Deployment Activities, they shall, within NN days from the completion of the report, prepare and sign the attached form “Confirmation after Collection and Review of Operating Data” (see [Schedule 4]).

Period of Demonstration

13.29 The Demonstration as stipulated in Paragraph 2.1.4 shall be completed within a period of six (6) months from the date of the Commissioning Completion Certificate.

5) Training

13.30 AAA shall train personnel of BBB to operate and maintain the EQUIPMENT; details of the training are described in Appendix 5 hereto.

13.31 BBB personnel who receive training from AAA shall provide training to other concerned personnel of BBB.

13.32 The nature, contents and conditions of the training described in Paragraphs 13.30 and 13.31 above shall be separately agreed upon by and between BBB and AAA.

6) Technical Advice

13.33 AAA shall designate personnel who will provide BBB with guidance for the Work related to the Japan Supplied Equipment at appropriate times during the Installation, Commissioning and Demonstration as provided in Article 13 hereof. Such particulars are as per Appendix 5 hereto.

13.34 BBB personnel who receive guidance from AAA shall provide guidance to other concerned personnel of BBB.

7) Deployment13.35 In response to the request of ZZZ, BBB shall support the Deployment Activities,

which shall be carried out by ZZZ, as provided in Appendices 1, 2 and 3 hereto.

ARTICLE 14. OPERATION & MAINTENANCE AND DEFECT PREVENTION

1) Operation & Maintenance

14.1 BBB shall operate and maintain the EQUIPMENT in accordance with the operation manual described in Paragraph 13.19 above and the maintenance manual to be delivered to BBB by AAA respectively and each under the advice and guidance of personnel designated by AAA. Even after the Demonstration has been completed,

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BBB shall operate, maintain, and undertake management of the EQUIPMENT pursuant to the operation and maintenance manuals delivered to BBB by AAA for the period of NN (N) years after the Expiry Date. For the EQUIPMENT provided by BBB, BBB shall prepare operation and maintenance manuals as appropriate.

14.2 BBB shall use, and have any third party use, the operation and maintenance manuals to be delivered to BBB by AAA and the contents thereof (including detailed specifications and sources of supply of any part of the Japan Supplied Equipment), only for the purpose of operation and maintenance of the EQUIPMENT and not for other purposes.

14.3 In the event BBB entrusts AAA or any third party/-ies designated by AAA to perform maintenance of the EQUIPMENT after the Expiry Date, the maintenance shall be performed under conditions agreed upon by and between BBB and AAA separately in writing.

2) Measures against Defects

14.4 BBB and AAA shall, in the event any defect is detected in the Japan Supplied Equipment delivered by AAA before the date of the Performance Verification Completion Certificate, undertake to investigate the cause of such defect and consult amicably to remedy the defect.

14.5 Best efforts shall be made to ensure the remedy of the defect, as per paragraph 14.4, does not affect the implementation of the PROJECT and the operation of the EQUIPMENT. If necessary, the deadline for such elimination shall be deliberated and decided between BBB and AAA.

14.6 In the event any defects of the Japan Supplied Equipment are caused solely by AAA, AAA shall provide replacements to BBB in accordance with the delivery conditions stipulated in Article 5 hereof. In such case, AAA shall bear the cost of work to replace the defective parts, the inland transportation in [COUNTRY] as well as any and all taxes, custom duties and public charges that may be imposed on the replacements provided by AAA in [COUNTRY].

14.7 Unless expressly provided for in Paragraphs 14.4, 14.5 and 14.6 above, in no event shall AAA have any responsibility to eliminate any and all defects as well as to provide replacements for such defective parts of the EQUIPMENT. In no event shall AAA be required to compensate BBB for any loss or damage caused or occasioned by AAA and/or any third party in connection with or as a result of the defect of the Japan Supplied Equipment or the EQUIPMENT.

ARTICLE 15A. PROJECT COMPLETION AND TRANSFER OF EQUIPMENT OWNERSHIP

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(無償譲渡の場合)15A.1 During the Demonstration period, the Japan Supplied Equipment will be owned by

NEDO.

15A.2 At the end of the Demonstration period, pursuant to Paragraph 1 of Article [15] of the MOU, the ownership of NEDO in the Japan Supplied Equipment will be transferred to ZZZ or its designee at no cost in its existing condition, without further action or written notification. For the avoidance of doubt, the intangible assets installed in or used for the Japan Supplied Equipment (including, without limitation, the software, and the leased equipment and the interest in the leased equipment) will not be included in the Japan Supplied Equipment to be transferred pursuant to this Paragraph 15A.2, and the ownership of such intangible assets will not be transferred to ZZZ or its designee. Notwithstanding the foregoing, BBB shall, for record purposes, within NN days of the end of the Demonstration period, arrange for an acceptance receipt to be issued and signed by ZZZ or its designee and delivered to NEDO by hand, facsimile or email, and if delivered by facsimile or email, thereafter deliver the original receipt to NEDO by registered airmail or courier which requires signature upon delivery within NN days from the end of the Demonstration period.

15A.3 Until the completion of the transfer of the ownership of the Japan Supplied Equipment from NEDO to ZZZ or its designee, all comprehensive general liability insurance (including all risk insurance, fire insurance, third party liability insurance, automobile liability insurance, workmen’s compensation, and employer’s liability) in relation to the EQUIPMENT shall be taken out and maintained by BBB at its own expense.

　15A.4 For a minimum period of NN years from the date of the transfer of the ownership

of the Japan Supplied Equipment to ZZZ or its designee. BBB, together with ZZZ or its designee, shall operate the EQUIPMENT in a manner consistent with its original purpose. During such period of the Post Demonstration, in the event of any proposal to alter how the EQUIPMENT is used, ZZZ and/or BBB shall consult with and obtain approval from NEDO approval before any such change is made.

During the Post Demonstration period, BBB shall:(1) prepare annual reports on the status of the EQUIPMENT and dissemination of the TECHNOLOGY and, if so requested by NEDO, submit to NEDO each year the annual report. Each report shall be prepared in English and on the basis of an April-to-March time period;(2) ensure that NEDO and AAA are able to access all data collected from or generated by the EQUIPMENT;(3) carry out maintenance and any repairs as necessary to the EQUIPMENT;(4) allow NEDO to freely access the site where the EQUIPMENT is located in order to verify the operational status of the EQUIPMENT; and(5) receive visitors at the site where the EQUIPMENT is located and demonstrated.

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After the end of the Post-Demonstration period, ZZZ or its designee and BBB shall have responsibility to dispose of the EQUIPMENT and restore the site where the EQUIPMENT is located in accordance with all applicable law and regulation, to the extent required by applicable laws.

15A.5 After the end of the Demonstration period, NEDO and AAA shall not assume any responsibility for any costs, losses, damages or liabilities pertaining to or related to the EQUIPMENT.

ARTICLE 15B. PROJECT COMPLETION AND TRANSFER OF EQUIPMENT OWNERSHIP(委託先有償譲渡の場合)

15B.1 During the Demonstration period, the Japan Supplied Equipment will be owned by NEDO.

15B.2 At the end of the Demonstration period, the ownership of NEDO in the Japan Supplied Equipment will be transferred to AAA or its designee.

15B.3 After the end of the Demonstration period, NEDO shall not assume any responsibility for any costs, losses, damages or liabilities pertaining to or related to the EQUIPMENT.

15B.4 Both parties intend that, after the transfer of the ownership in the Japan Supplied Equipment to AAA, BBB is entitled to use the EQUIPMENT under an agreement to be made separately between AAA and BBB. The terms and conditions, including the period of BBB’s use, will be discussed and decided between AAA and BBB according to the result of the PROJECT, before the Expiry Date of the MOU.

ARTICLE 16. RESPONSIBILITIES AND LIMITATION OF LIABILITES

16.1 Except to the extent otherwise provided in Paragraphs 3.2, Paragraphs 17. 1 to 17.3 (Delay Damages) and Paragraphs 22.3 and 22.4 (Effect of Termination), neither party hereto shall make a claim for compensation against the other party in the event of any material damage, injury or loss of life due to an accident, natural calamity or any reason other than willful misconduct or gross negligence of the other party.

16.2 Except to the extent otherwise provided in Paragraphs 17.1 to 17.3 (Delay Damages), the compensation claimed by one party hereto against the other party shall be limited to the actual damages incurred or disbursed by the affected party. In no event shall BBB or AAA be liable for any indirect, special, incidental or

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consequential loss or damage, including, but not limited to, loss of revenue or profit, loss of production, loss of business reputation or opportunities, compensation for idle or waiting time of labors and supervisors, or re-mobilization costs and expenses.

16.3 In no event shall either party’s liability hereunder exceed [ ] as the aggregate amount, including the aggregate value of the delay damages pursuant to Article 17.

ARTICLE 17. DELAY DAMAGES

17.1 If a party hereto fails to complete its Milestone Work by the relevant Milestone Date, then that party shall pay delay damages to the other for this default. These delay damages shall be YY per calendar day of delay, which shall be paid for every day which shall elapse between the relevant Milestone Date and the date of the completion of the relevant Milestone Work. For the purpose of this Paragraph 17.1, the date of the completion for each Milestone Work below shall be the date specified opposite the relevant Milestone Work of each party hereto:

(1) In respect of AAA: Milestone Work date of completion

(a) The delivery of [ ] The date of the completion as recorded by agreement of both parties in writing

(b) The delivery of [ ] The date of the completion as recorded by agreement of both parties in writing

(2) In respect of BBB: Work date of completion

(a)The delivery of [ ] The date of the completion as recorded by agreement of both parties in writing (b)The completion of the Installation The date of the Installation Completion

Certificate (c)The completion of the Commissioning The date of Commission Completion

Certificate (d)The completion of the Performance Evaluation The date of Performance Evaluation Completion

provided, however, that the delay of the relevant Milestone Date is caused by any force majeure event specified in Article 20 or any events or circumstances defined below, then the relevant party shall not be liable for the delay damages for a day or days of delay arising out of such force majeure event or such event or circumstance;

(1) any strike having an effect on the progress of any part of the work, excepting the strike involving exclusively workers of the party in default or workers of such party’s

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contractor; (2) any change, modification, addition or deletion in quantity to, in or from the

EQUIPMENT (as set out in Appendix 2) requested or proposed by the other party; or (3) any delay, impediment or prevention caused by or attributable to the other party,

the other party’s personnel or the other party’s contractors.

17.2 The total amount of the delay damages payable by one party hereto to the other party pursuant to the Paragraph 17.1 shall not exceed YY for each party hereto under this Implementation Document.

17.3 The delay damages as set out in Paragraphs 17.1 shall be the only damages due from the party in default for such default, other than in the event of termination under Paragraph 22.2. These delay damages shall not relive AAA or BBB, as the case may be, from its obligation to complete its Works, or from any other duties, obligations or responsibilities which it may have under this Implementation Document.

ARTICLE 18. INTELLECTUAL PROPERTY　

18.1 All the Background IP shall continue to be owned by the party who owned such Background IP as of the Effective Date.

18.2 All the Project IP solely developed by BBB independent of any AAA’s Background IP and/or AAA’s TECHNOLOGY shall be solely owned by BBB.

18.3 All the Project IP other than the Project IP as stipulated in the preceding Paragraph 18.2 shall be solely owned by AAA.

18.4 The Other Intellectual Property shall be treated as follows:(1) The Other Intellectual Property solely developed by BBB shall be solely owned by

BBB.(2) The Other Intellectual Property solely developed by AAA shall be solely owned by

AAA.(3) The Other Intellectual Property jointly developed by both AAA and BBB shall be

jointly owned by AAA and BBB. Each party hereto has the right to use and the right to license to any third party, such jointly-owned Other Intellectual Property for any purpose without accounting to the other party.

18.5 Subject to the conditions set out in Appendix 7 hereto, AAA shall grant BBB a non-exclusive license and rights, without the right to grant a sub-license, to use AAA’s Background IP and AAA’s TECHNOLOGY in the Japan Supplied Equipment at the Site for the PROJECT throughout the Demonstration period.

18.6 Notwithstanding Paragraphs 18.2, 18.3 and 18.4 above, the data from any

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EQUIPMENT shall be collected by BBB as long as BBB is obliged to operate the EQUIPMENT. AAA shall have the right to access all data collected from or generated by the EQUPMENT as long as BBB is obliged to operate the EQUIPMENT. All the rights, title to or interest in the Intellectual Property for such data (hereinafter referred to as “Jointly-Owned Data”) shall be jointly owned by both parties. The Jointly-Owned Data will be analyzed to determine on the aim of this PROJECT.

The parties shall have the right to analyze the Jointly-Owned Data independently through its own methods without accounting to the other party. The results of the analysis of the Jointly-Owned Data including its final conclusions and all Intellectual Property related thereto (hereinafter referred to as “Solely-Owned Data-Based Analysis”) shall be owned by the party that performs the analysis, provided, however, that if any Intellectual Property is further developed, conceived, originated, constructed or first reduced to practice based on the Solely-Owned Data-Based Analysis as a result of the discussions to be made between the parties under this Implementation Document, such Intellectual Property (hereinafter referred to as “Jointly-Owned Data-Based Analysis”) shall be jointly owned by the parties.

18.7 The other party’s Solely-Owned Data-Based Analysis and the Jointly-Owned Data-Based Analysis shall not be disclosed to any third party other than NEDO or shall not be publicly announced without any prior written consent of the other party. If a party hereto discloses or publicizes the Solely-Owned Data-Based Analysis, either owned by itself or by the other party and/or the Jointly-Owned Data-Based Analysis, all the personal or private data or information shall be deleted so that no occupant can be identified.

18.8 AAA shall have right to license the Intellectual Property defined in subparagraph (3) of Paragraph 18.4 above, the Jointly-Owned Data defined in Paragraph 18.6 above and Jointly-Owned Data-Based Analysis defined in Paragraph 18.6 above to NEDO without any accounting to the BBB.

ARTICLE 19. CONFIDENTIALITY AND PUBLICATION OF RESULTS

1) Confidentiality

19.1 In the event either of BBB and AAA (“disclosing party”) discloses its Confidential Information to the other party (“receiving party”), the disclosing party shall specifically identify it in writing to the receiving party as being confidential.

19.2 The receiving party shall keep secret and confidential, and shall not disclose nor leak to any third party the Confidential Information, without the prior written approval of the disclosing party.

Notwithstanding, the receiving party may disclose the Confidential Information to

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its officers and employees directly involved in actual implementation of the PROJECT and having a reason to know the Confidential Information and each bearing confidential duty to it.

19.3 The receiving party shall use the Confidential Information only for the purposes of the PROJECT including Deployment Activities and for no other purposes.

19.4 Subject to Paragraph 19.6, during the term of validity of the MOU and after the Expiry Date, the receiving party shall keep confidential and shall not, without the disclosing party’s prior written consent, divulge to any third party the Confidential Information, and shall not use the same for any purpose other than the Installation, Commissioning and operation and maintenance of the EQUIPMENT.

Notwithstanding, the receiving party may disclose to a third party contractor or sub-contractor engaged in the receiving party's Work and have the third party contractor or sub-contractor use the Confidential Information in whole or in part only for the purposes and to the necessary extent to perform such Work, under the receiving party's full responsibility and control, provided that the receiving party shall enter into an appropriate written confidentiality agreement with the third party contractor or sub-contractor protecting the confidentiality of the Confidential Information and restricting its use.

19.5 The obligations under Paragraphs 19.2, 19.3 and 19.4 above shall not apply to Confidential Information that:(a) is already owned by the other party prior to the disclosure by the disclosing

party; or(b) is known to the public prior to the disclosure by the disclosing party; or(c) becomes known to the public through no fault of the receiving party

following the disclosure by the disclosing party; or(d) is evidently shown to be rightfully received from a third party under no

obligation of confidentiality, in compliance with this Implementation Document; or

(e) is disclosed pursuant to the requirement or request by operation of law; or(f) is regarded through the mutual consultations of BBB and AAA as such

information of minimum amount as to be required for the commercial activities by either of such parties.

19.6 The obligations under Paragraphs 19.2, 19.3 and 19.4 above shall be valid during the term of validity of the MOU and for a period of five (5) years after the Expiry Date.

2) Publication of Results

19.7 Notwithstanding Paragraphs 19.2, 19.3 and 19.4 above, the Operating Data collected during the Demonstration period shall be utilized by both BBB and AAA

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for the Deployment Activities and, to the extent necessary for the Deployment Activities, may be made public.

19.8 Either BBB or AAA may issue or make any advertising, public relations or media release referring or pertaining to the operation of the EQUIPMENT installed at the Site by uploading the articles to its internet website or by any other means or manner, with the prior written consent of the other party, in compliance with this Implementation Document, and the permission of both NEDO and ZZZ.

ARTICLE 20. FORCE MAJEURE

20.1 In the event either BBB or AAA is affected in its implementation of the Work due to war, port blockade, internal disturbance, strike, serious flood, typhoon, earthquake, fire, the act, order or instruction, guidance or the like of government or governmental subdivision or agency and other cause considered force majeure, the implementation period shall be extended. Such extended period shall correspond to the duration affected by such occurrence.

20.2 The party affected by the occurrence of a state of force majeure shall promptly notify the other party of the circumstances of the occurrence of force majeure by facsimile or e-mail and also send a relevant certificate issued by the concerned authority by registered airmail within thirty (30) days. The party receiving such notice shall not be able to file any claim for losses incurred.

20.3 In the event the state of force majeure ceases or the cause of impediment is eliminated, the party affected by the occurrence of force majeure shall promptly notify the other party by facsimile or e-mail and confirm the fact by registered airmail.

20.4 In the event an incident of force majeure continues for a period exceeding NN months, both BBB and AAA shall consult in regards to how to cope with the situation.

20.5 In the event that implementation of the Work is affected by the occurrence of the state of force majeure, the Work shall be resumed and continued immediately after the state ceases.

ARTICLE 21A. SETTLEMENT OF DISPUTES（NEDO と CP 庁に委託）

21A.1 In the event a dispute arises during implementation of the PROJECT and in connection with this Implementation Document, both BBB and AAA shall enter into amicable consultation and settle the issue.

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21A.2 In the event consultation between BBB and AAA does not result in a settlement within one (1) month after the occurrence of the dispute, AAA shall entrust settlement/adjustment of the issue to NEDO and BBB shall do likewise with ZZZ.

21A.3 The decision reached between NEDO and ZZZ shall be final and binding upon BBB and AAA. BBB and AAA shall waive any and all rights of judicial review and objection in any country and under any jurisdiction for any decision NEDO and ZZZ reach.

ARTICLE 21B. GOVERNING LAW AND SETTLEMENT OF DISPUTES（日本法準拠及び紛争の最終解決は国際商事仲裁協会）

21B.1 The parties hereto agree that this Implementation Document shall be governed and construed under the laws of Japan without reference to the principles of conflict of laws.

21B.2 In the event a dispute arises during implementation of the PROJECT and in connection with this Implementation Document, both BBB and AAA shall enter into amicable consultation and settle the issue.

21B.3 In the event consultation between BBB and AAA does not result in a settlement within one (1) month after the occurrence of the dispute, AAA shall entrust settlement/adjustment of the issue to NEDO and BBB shall do likewise with ZZZ. The decision reached between NEDO and ZZZ shall be final and binding upon BBB and AAA.

21B.4 If the dispute remains unresolved after settlement by NEDO and ZZZ within one (1) month after the submission of the dispute to NEDO and ZZZ, then the parties hereto agree that such dispute shall be finally settled by arbitration in Tokyo, Japan in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association. The language of the arbitration shall be in English. The award shall be final and binding upon the parties hereto. Notwithstanding the foregoing, either party hereto may apply to a court of competent jurisdiction for an order for lawful preservation or conservatory measures, including interim injunctive relief (whether prohibitory or mandatory) in cases of due urgency only.

ARTICLE 22. EFFECTIVE DATE, TERMINATION, ETC.

22.1 This Implementation Document shall come into effect on the date of its signing and terminate automatically on the expiration or termination of the MOU (i.e., Expiry Date), unless terminated in accordance with Paragraph 22.2 hereof.

22.2 This Implementation Document may be terminated:(1) by either party hereto if the other party commits a material breach of any term

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of this Implementation Document which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of [30] days after being notified in writing to do so;

(2) by either party hereto if the other party is adjudicated a bankrupt, makes an assignment for the benefit of creditors, takes advantage of any insolvency act, or is the subject of a case for its reorganization or liquidation under any law; or

(3) by AAA if the entrust agreement between NEDO and AAA for the PROJECT is terminated by NEDO. AAA shall inform BBB as soon as reasonably practical about the termination after receiving notice of such termination from NEDO.

In the case where AAA is the terminating party pursuant to subparagraph (1), (2) or (3) of this Paragraph 22.2, AAA may by notice terminate this Implementation Document immediately.

In the case where BBB is the terminating party pursuant to subparagraph (1) or (2) of this Paragraph 22.2, BBB may by notice terminate this Implementation Document immediately.

Effect of Termination

22.3 After a notice of termination under Paragraph 22.2 has taken effect, AAA shall promptly:

(1) cease all further work, except for such work as may have been reasonably requested by the BBB for safety of the EQUIPMENT,

(2) leave the Site, and (3) if the full amount is paid by BBB pursuant to sub-paragraph (4) of Paragraph 22.4,

to the extent legally possible, assign to BBB all right, title and interest of AAA in and to the Japanese Supplied Equipment already manufactured or procured.

22.4 After a notice of termination under Paragraph 22.2 has taken effect, BBB shall promptly:

(1) cease all further work, except for such work as may have been reasonably requested by the AAA for safety of the EQUIPMENT,

(2) return the technical drawing and documents relating to the Japan Supplied Equipment handed over by AAA to BBB,

(3) remove all the Japan Supplied Equipment from the Site, except as necessary for safety, and return all the Japan Supplied Equipment to the place designated by AAA., and

(4), if requested by AAA, pay to AAA the amount equal to the cost incurred by AAA for its Work relating to all the Japanese Supplied Equipment (only in case of termination by AAA under subparagraph (1) or (2) of Paragraph 22.2).

　

22.5 Notwithstanding the term of this Implementation Document, stipulations under Paragraph 13.25 (Performance Testing under Original Conditions after Demonstration), Paragraphs 15A.1(15B.1) to 15A.5(15B.4). (Project Completion and

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Transfer of Equipment Ownership), Paragraphs 18.1 to 19.8 (Intellectual Property), Paragraphs 19.1 to 19.6 (Confidentiality), Paragraphs 19.7 and 19.8 (Publication of Results), Paragraphs 21A.1 to 21A.3/21B.1 to 21B.4 (SETTLEMENT OF DISPUTES) and Paragraphs 22.3 and 22.4 (Effect of Termination) hereof shall survive after the expiration or termination hereof.

22.6 Neither BBB nor AAA may transfer any right or liability hereunder to a third party without first obtaining the written consent of the other party.

22.7 Neither BBB nor AAA shall assume any obligations or liabilities in relation to this Implementation Document after the term of this Implementation Document, with the exceptions of the obligations and liabilities provided for in Paragraph 22.5 and 22.6 hereof.

ARTICLE 23. LEGAL ADDRESSES, NOTICES AND COMMUNICATIONS

1) Legal Addresses

23.1 The principle offices of BBB and AAA are as follows:

[BBB] Name: BBB CorporationLocation:/Address: [ADDRESS], [COUNTRY]Telephone No.: +xx-xxxx-xxxx

Facsimile No.: +xx-xxxx-xxxx

[AAA] Name: AAA CorporationLocation:/Address: [ADDRESS], [COUNTRY]Telephone No.: +81-x-xxxx-xxxx

Facsimile No.: +81-x-xxxx-xxxx

2) Notices

23.2 All notices to be given under this Implementation Document shall be sent to BBB or AAA, as the case may be, at the addresses set forth below:

To BBB:BBB Corporation

[ADDRESS], [COUNTRY]

TEL: +xx-xxxxxxxFAX: +xx-xxxxxxxxAttention: Manager, Department of xxxxxxxx

To AAA: AAA Corporation

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[ADDRESS], JapanTEL: +xx-xxxxxxx FAX: +xx-xxxxxxxAttention: Manager, Department of xxxxxxxx

or such other address as is notified pursuant to Paragraph 23.3 below.

3) Communications

23.3 Communications between BBB and AAA shall be transacted in English by airmail, facsimile and e-mail. Both BBB and AAA shall designate respective representatives for communication purposes and communications shall be addressed to such representatives. In the event that such representatives shall be changed, the fact shall be made known to the other party without delay.

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IN WITNESS WHEREOF, the parties hereto have affixed their signature to two copies of this Implementation Document in [CITY/REGION], [COUNTRY] on this DD of MM, YYYY, each party retaining a copy thereof.

For: AAA Corporation For: BBB Corporation

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By:Name:Title:

By: Name:Title:

Schedule 1

Certificate of Completion of Installation

Pursuant to Paragraph 12.10 of the Implementation Document entered into between BBB and AAA dated …………., 20….. relating to the Model Project for <XXX SYSTEM> at the Site, it is hereby confirmed by the undersigned representatives of BBB and AAA that the Installation was satisfactorily completed on the date specified below.

Date of the Completion of Installation:

Representative of BBB Representative of AAA

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Schedule 2

Certificate of Completion of Commissioning

Pursuant to Paragraph 12.15 of the Implementation Document entered into between BBB and AAA dated ……………., 20….. relating to the Model Project for <XXX SYSTEM> at the Site, it is hereby confirmed by the undersigned representatives of BBB and AAA that the Commissioning was satisfactorily completed on the date specified below.

Date of the Completion of Commissioning:

Representative of BBB Representative of AAA

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Schedule 3

Certificate of Completion of Performance Verification

Pursuant to Paragraph 12.22 of the Implementation Document entered into between BBB and AAA dated ……………, 20….. relating to the Model Project for <XXX SYSTEM> at the Site, it is hereby confirmed by the undersigned representatives of BBB and AAA that the Performance Verification was satisfactorily completed and the Performance Criteria was satisfactorily attained on the date specified below.

Date of the Confirmation of Performance Verification:

Representative of BBB Representative of AAA

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Schedule 4

Confirmation after Collection and Review of Operating Data

Pursuant to Paragraph 12.28 of the Implementation Document entered into between BBB and AAA dated ……………, 20….. relating to the Model Project for <XXX SYSTEM> at the Site, it is hereby confirmed that Operating Data has been submitted by BBB to ZZZ and reviewed and analyzed by AAA and that a report has been completed by BBB based on the Operating Data. This report as attached herewith can be disclosed in a seminar held as part of the Deployment Activities.

Date of the Confirmation of Collection and Review of Operating Data:

Representative of BBB Representative of AAA

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THE MODEL PROJECT

FOR

<XXX SYSTEM>

TECHNICAL SPECIFICATIONS

(Appendices to the Implementation Document)

DD/MM/YY

JAPAN: AAA Corporation

[COUNTRY]: BBB Corporation

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THE MODEL PROJECT FOR

<XXX SYSTEM>

TECHNICAL SPECIFICATIONS

List of Appendices

Appendix 1: General Outline of PROJECT Appendix 2: Description of EQUIPMENT 2-1. Japan Supplied Equipment (<XXX SYSTEM>) 2-1-1.Diagram of <XXX SYSTEM> 2-1-2.Layout Plan of <XXX SYSTEM> 2-1-3.Supply List of <XXX SYSTEM> 2-2. [COUNTRY SUPPLIED] Equipment Appendix 3: Scope of Work between BBB and AAA Appendix 4: PROJECT Implementation Schedule 4-1. Master Schedule of PROJECT (Provisional) 4-2. Delivery Schedule for Japan Supplied Equipment (Provisional) Appendix 5: Training and Technical Advice Appendix 6: Inspection and Testing 6-1. Inspection and Testing before Delivery 6-2. Performance Testing 6-3. Performance Criteria

Appendix 7: Licensing Terms and ConditionsAppendix 8: Units, Codes and StandardsAppendix 9: Vendor List

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