[ Terms of Participation ]

Article 1. Purpose

      These Terms provide for necessary matters required for participating in “COI-NEXT (Site name: Integrated health industry city site that will be a world model for self-sustained growth of human resources and technology)” (hereinafter referred to as the “Program”), which was adopted by Japan Science and Technology Agency with having National Cerebral and Cardiovascular Center (hereinafter referred to as “NCVC”) serve as the representative institution.

Article 2. Information Exchange

      The participants (including NCVC; the same shall apply hereinafter) may exchange information in the Program through the cloud server, “BOX”, or otherwise by direct communication with other participants.

Article 3. Involvement in the Program

      The participants shall make notification in advance to the Program Project Leader of; the participant’s officers, employees and staff, if it takes part as an organization; and members who will be involved in the Program from the members belonging to the research group the participant presides, if the participant takes part as an individual. The same shall apply where there is any addition or deletion.

Article 4. Confidentiality

1.

Confidential Information as used in these Terms shall mean those provided for in each item below:

(1)

Any and all information in relation to the Program to be disclosed by the participant (hereinafter referred to as the “Disclosing Party”) to another participant (hereinafter referred to as the “Receiving Party”) which is clearly specified as being of confidential in writing, by electric media, orally or by visual means

(2)

Any and all information to be disclosed through the cloud server, “BOX”

(3)

Any and all information of other participants learned at the Program

2.

Notwithstanding the provision of the preceding paragraph, information which can be demonstrated to have fallen under each item below by the Receiving Party shall not be included in Confidential Information:

(1)

Information which has already been in the due possession of Receiving Party at the time of disclosure or learning

(2)

Information which has already been in the public domain at the time of disclosure or learning

(3)

Information which had become part of the public domain after disclosure or learning for reasons not attributable to the Receiving Party

(4)

Information which is lawfully obtained from a duly authorized third party

(5)

Information which is independently developed by the Receiving Party without the benefit of Confidential Information

3.

In Item (1), Paragraph 1, all information disclosed with clearly specifying as being of confidential by the Receiving Party orally or by visual means shall be treated as Confidential Information for thirty (30) days from the date of disclosure, and further, will be treated as Confidential Information thereafter via notification during that period from the Disclosing Party to the Receiving Party in writing (including electric methods that leave a record, such as e-mail) to the effect that the information is confidential.

4.

The Receiving Party shall not, without obtaining the prior written consent of the Disclosing Party, use Confidential Information for any purpose other than the purpose of the Program or disclose it to any third parties other than the participants of the Program; provided, however, that if the Receiving Party is required to disclose Confidential Information by public organs such as a public office or a court based on laws and regulations, rules or orders, etc., the Receiving Party may disclose Confidential Information within the scope of necessary bare minimum. The Receiving Party shall, to the extent possible, notify the Disclosing Party in advance of the content of the said requirement and if the notice is forced to be given after the fact for unavoidable reasons, do so as quickly as possible.

5.

The Receiving Party may, notwithstanding the provision of the preceding paragraph, disclose Confidential Information to the members involved in the Program who have been notified in advance pursuant to Article 3 to the minimum extent necessary for the Program. At the disclosure, the Receiving Party shall impose confidentiality obligation as provided for in these Terms on such officers, employees or the members and be liable for their performance of the obligation.

6.

The Receiving Party shall manage Confidential Information with the due care of a prudent manager.

Article 5. Handling of Invention, etc.

      The Receiving Party shall, if he/she/it has developed an invention, a device, a design, a copyrightable work or any other creation, etc. based on the Disclosing Party’s Confidential Information, immediately notify the Disclosing Party to that effect and determine the ownership of rights, handling and so forth after separate consultation between the parties.

Article 6. Individual Contract

      The participant shall, if he/she/it desires an exchange of information only with specific participants or carry out a collaborative research with other participants and the like, enter into an individual confidentiality agreement or a collaborative research agreement, etc. with the counterparties. If the terms and conditions of these Terms and the individual contract differ, the relevant individual contract shall apply in priority to these Terms with respect to communication between the parties in relation to the individual contract. Even if other participants breach these Terms or the individual contract, the issue shall be settled between the participants concerned and any other participants (including NCVC) shall not be held liable therefor.

Article 7. Information Disclosure

      The participants agree in advance that a part of information disclosed by the participants to NCVC in relation to the Program will be retained in the cloud server, “BOX” and be available for access by other participants. If the participant does not desire for retention in the cloud server, “BOX”, he/she/it shall clearly indicate that to NCVC before or at the time of disclosure.

Article 8. Survival Clauses

      When the Program terminates or even when the participant leaves the Program halfway, the provision of Article 4 shall remain in full force and effect until three (3) years have elapsed since termination of the Program and the provisions of Article 5, Article 9 and Article 10 shall remain in effect until the subject matter is extinguished.

Article 9. Consultation

      Any problems arising between the participants shall be resolved through consultation between the participants concerned in good faith.

Article 10. Governing Law/Jurisdiction

      These Terms shall be governed by and construed in accordance with the laws of Japan.
      Any dispute in relation to these Terms shall submit to the exclusive jurisdiction of the Osaka District Court at the first instance.

Article 11. Revision

      If it becomes necessary to revise these Terms, NCVC shall be entitled to the revision by notifying the participants.

Established on April 1, 2021