Licence Agreement

BASIC LICENSE AGREEMENT for HITSERIES®︎ Growth-as-a-Service

NON-DISCLOSURE, NON-CIRCUMVENTION AND EXCLUTION OF ANTI-SOCIAL FORCE

THIS AGREEMENT is made

BETWEEN           BUYER COMPANY

AND                     TANAAKK

TANAAKK INC with correspondence address at L85 1WTC NY 10007 US;

TANAAKK K.K. with correspondence address at 1F 2-3-2 Marunouchi Chiyoda Tokyo Japan.

Each party is called “Party” and collectively known as the “Parties”. Each Party can act as the “Receiving Party” (the Party who receive the information) or the “Disclosing Party” (the Party who disclose the information) as the case may be.

WHEREAS      The Parties are discussing certain matters with each other relating to enhancing corporate value of BUYER COMPANY, by delivering Growth-as-a-Service by TANAAKK defined in APPENDIX, aiming to grow Shareholder value(Book Value and Earnings per share), Annual Recurring Revenue (the “Purpose”) which requires the Disclosing Party to disclose certain proprietary, secret or confidential information (“Confidential Information”) to the  Receiving Party.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. Where Confidential Information is disclosed, the Receiving Party shall

• not use or allow the use of the Confidential Information for any purpose other than the Purpose stated herein, and
• not disclose or allow disclosure to others except in connection with the Purpose and then only to either;
  • its employees, officers, agents, advisors (including solicitors and accountants), consultants and other representatives (collectively “Representatives”) and those Representatives of any affiliated entities under the same control (whether directly or indirectly) of the same entity as controls the Receiving Party, and/or
• such other third party as the Disclosing Party shall agree in writing from time to time (which consent shall not be unreasonably withheld or delayed), (Collectively the “Permitted Recipients”)

2. The Receiving Party will protect all Confidential Information received by it using a reasonable degree of care which shall be at least the same degree of care as the Receiving Party normally exercises to protect its own confidential information of like character and importance and which shall include (without limitation);  

• only providing Confidential Information to Representatives whose duties require them to have Confidential Information and who are under an obligation to maintain the confidentiality of such information;
• properly storing all written Confidential Information in the Receiving Party’s possession or under its control; and

3.The Receiving Party and other Permitted Recipients will not disclose any Confidential Information, other than to Permitted Recipients, unless, in the reasonable opinion of external legal counsel, disclosure is required to comply with the laws in force in any applicable jurisdiction (including without limitation the rules, regulations, policies and procedures established by any securities commission, stock exchange or other regulatory body having jurisdiction over the Receiving Party or a Permitted Recipient or the order or rules of any court or regulatory body of competent jurisdiction).

4.To be considered “Confidential Information“ under this Agreement the information must be;

• disclosed in written or other tangible form and appropriately marked as confidential or proprietary, or
• disclosed orally or visually and identified as confidential at the time of disclosure, or
• by its nature, such information as would be obviously competitively sensitive and useful to the Disclosing Party’s competitor companies. 

5.The obligations imposed by this Agreement shall not apply to any information that:

• is lawfully known by the Receiving Party at the time of disclosure, or
• is or becomes, through no fault of the Receiving Party, available to the general public, or
• is independently developed by the Receiving Party without use of such confidential information of the Disclosing Party, or
• is lawfully received by the Receiving Party from a third party who does not have an obligation of confidentiality to the Disclosing Party, or
• is disclosed by the Receiving Party free of restriction with the written approval of the Disclosing Party, or
• is disclosed by the Disclosing Party to a third party free of restriction,

and shall not extend for more than one (1) years from the date of disclosure. 

6.Neither Party shall be obligated hereunder to furnish Confidential Information to the other Party.

7.The opportunity to receive information under this Agreement may be terminated at any time upon written notice by one Party to the other Party.  Such termination shall not affect any obligation imposed by this Agreement with respect to information received prior to such termination.

8.No party shall circumvent another party and no party shall enter into any direct agreement, written or oral, for a period of one year from the Effective Date, with the client, potential investor, potential investment project and/or any beneficiaries of the client(s), potential investor(s), potential investment project(s) who is (are) introduced by another party.

9.None of the Parties nor any of their representatives constitutes, nor is engaged in anti-social activities directly or through third parties, with persons.

• Each party represents that presently neither it nor its officers (including actual officers and person who substantively have management rights) falls under any of the following items and covenants that it will not become subject to them in the future:
  • an organized crime group, organized crime group member, person for whom less than five (5) years have passed since it ceased to be an organized crime group member, associated member of an organized crime group, corporation related to an organized crime group, corporate racketeer, social action, etc., advocate racketeer, organized crime group that utilizes specialized knowledge, etc., or any other similar person (“Anti-social Force”);
  • a relationship in which the management of such party is controlled by an Anti-social Force;
  • a relationship in which an Anti-social Force is substantially involved in the management of such party;
  • a relationship which inappropriately uses an Anti-social Force for the purpose of unfair benefit for itself or any third person or for the purpose of inflicting damage to any third person;
  • a relationship that is involved with an Anti-social Force in such way as to provide funds to or extend facilities for such organized crime group member, etc.;
  • a relationship for which officers or members substantially involved in its management have a socially repugnant relationship with an organized crime group member, etc..
• Each party covenants that it will not undertake an act falling under the following items by itself or through a third person:
  • an act of making violent demands;
  • an act of making unreasonable demands beyond legal responsibility of the demanded party;
  • an act of using threatening language or using violence in relation to a transaction;
  • an act of discrediting the other party or disrupting the other party’s operations by spreading rumors, using fraudulent means or force;
  • any other act similar to any of the above.
• Each party will cooperate with any investigation of itself by another party for the purpose of confirming whether there has been a violation of paragraph (a)
• In the case where a party discovers it has violated any of the preceding paragraphs or there is a possibility of violation, it will immediately notify the other parties.

10.Any disagreement or dispute between the parties as to the interpretation or validity of this Memorandum or the rights and responsibilities of the parties shall be held in a branch of the International Court of Arbitration (ICC) of the International Chamber of Commerce with the Rules of the International Court of Arbitration  . The award shall be final and binding upon the parties hereto. Judgment upon the award may be entered in any court having jurisdiction thereof. The language of the arbitration shall be English.

11.This Agreement contains the entire understanding relative to the protection of the confidential information covered by this Agreement and supersedes all prior and collateral communications, reports and understandings, if any, between the Parties regarding such information.

APPENDIX

TANAAKK’s information is handled in compliant with ISO/IEC 27001

TANAAKK is registerd for security service standard, penetration testing company by Japan government. Registration number 021-0018-20