This AGREEMENT made this ___ day of , , by and between X K.K., with its principal place of business at ______________________________________________, Tokyo (hereinafter referred to as "X") and ______________________, with its principal place of business at __________________ _____________________________________ (hereinafter referred to as "Client"),

W I T N E S S E T H:

WHEREAS, Client wishes to engage the services of X in ___________________ activities (hereinafter referred to as "the Purpose");

WHEREAS, X and Client are willing to disclose their proprietary data or other information to each other for the Purpose; and

WHEREAS, X and Client desire to enter into a confidentiality agreement which provides for the confidentiality of such information disclosed by each party hereto to the other party.

NOW, THEREFORE, in consideration of the premises herein contained, the parties hereto agree as follows:

Article 1.
In this AGREEMENT, "Information" means technical, business, commercial and other information to be disclosed hereafter by one party hereto (hereinafter referred to as the "Discloser") to the other party (hereinafter referred to as the "Receiver") in written, oral or any other forms including but without limitation, financial information, know-how, processes, ideas, inventions (whether patentable or not), schematics, trade secrets, technology, customer lists and other customer-related information, supplier information, sales statistics, market intelligence, marketing and other business strategies and other commercial information; provided, however, that information specified below are excluded for the purpose of this AGREEMENT:

(1) Information which, at the time of the disclosure, was previously made public;
(2) Information which is made public after the disclosure unless such publication consists a breach of this AGREEMENT;
(3) Information which, prior to disclosure to the Receiver, had already been in possession of the Receiver; and
(4) Information which, subsequent to disclosure, was obtained by the Receiver from a third person who had been lawfully in possession of such information and had not violated any contractual, legal or fiduciary obligation to the Discloser with respect to such information.

Article 2.
The Receiver shall keep Information strictly confidential and shall not disclose any of Information without a prior written consent of the Discloser to any person other than the employees in the organization of the Receiver on a need-to-know basis.

Article 3.
The Receiver shall use Information exclusively for the Purpose.

Article 4.
1. All Information and materials delivered by the Discloser to the Receiver including but not limited to drawings, specifications, descriptions, data and samples pertaining to the Information shall remain the property of the Discloser and the Receiver shall, at the request of the Discloser, return all said materials and copies thereof (if any) to the Discloser promptly.

2. Receiver shall not copy the materials specified in the previous Paragraph without a prior written consent of the Discloser.

Article 5.
This AGREEMENT shall be governed by and construed in accordance with the laws of Japan and the Tokyo District Court shall have exclusive jurisdiction over any disputes between the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed as of the day and year first above written.
X: X K.K.

By ____________________

Client: ____________________

By ____________________