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1 BABEL Corporation 1 Boiler Plate Clauses Boiler Plate Clauses Boiler Plate Clauses BABEL Corporation 2 Boiler Plate Clauses in Contract 1 Purpose of the Agreement 2 Scope of Applications 3 Relationship of Parties 4 Secrecy or Confidentiality 5 Contract Period or Duration 6 Termination by Breach and Financial Difficulty 7 Termination at Will 8 Effect after Termination 9 Acceleration 10 Damages 11 Liquidated Damages 12 Litigation Cost 13 Force Majeure 14 Hardship or Change of Circumstances 15 Entire Agreement or Integration BABEL Corporation 3 16 Disclaimer 17 Severablity.

2 Legality or Invalid Provision 18 Waiver 19 Assignability 20 Notice 21 Headings 22 Language 23 Good Faith Negotiation 24 Governing Law 25 Arbitration 26 Jurisdiciton BABEL Corporation 4 [1] Purpose of the Agreement Background Explanation Examples (a)

3 The purpose of this Agreement is to provide the parties with basic guidelines of activities regarding the formation of joint venture company and to promote business expansion of both parties through such activities while ensuring mutual prosperity for both parties. (b) This Agreement aims at promoting mutual prosperity of both parties by providing a basic guidelines for future collaboration between both parties. (c) The objectives of this Agreement are to provide a framework for transactions between the parties concerning the business tie-up mentioned in said recitals hereof. (d) Antimonopoly Law of Japan BABEL Corporation 5 Section 1 [Purpose] This Act, by prohibiting private monopolization, unreasonable restraint of trade and unfair trade practices, by preventing excessive concentration of economic power and by eliminating unreasonable restraint of production, sale, price, technology and the like, and all other unjust restriction of business activities through combinations, agreements and otherwise, aims to promote free and fair competition, to stimulate the creative initiative of entrepreneurs, to encourage business activities of enterprises, to heighten the level of employment and people's real income, and thereby to promote the democratic and wholesome development of the national economy as well as to assure the interests of consumers in general.

4 (a) (b) (c) (d) BABEL Corporation 6 [2] Scope of Applications Scope Scope of Business Scope of Applications Scope of Applications Examples (a)

5 This Agreement applies to any and all transactions and activities of the parties concerning the formation of the joint venture company described herein. (b) This Agreement applies to all the business between the parties hereto regarding the collaborative development of the products mentioned in WHEREAS clause. (c) This Agreement applies to all transactions and activities of the partners concerning the partnership prescribed in the aforementioned recitals. (d) UNITED NATIONS COMMISSION ON INTERNATIONAL TRADE LAW: MODEL LAW ON INTERNATIONAL COMMERCIAL ARBITRATION [Adopted, June 21, 1985] UNCITRAL Model Law on International Commercial Arbitration (as adopted by the United Nations Commission on International Trade Law on 21 June 1985) BABEL Corporation 7 CHAPTER 1.

6 GENERAL PROVISIONS Article 1. Scope of Application (1) This Law applies to international commercial arbitration, subject to any agreement in force between this State and any other State or States. (2) The provisions of this Law, except Articles 8, 9, 35 and 36, apply only if the place of arbitration is in the territory of this State. (3) An arbitration is international if: (a) the parties to an arbitration agreement have, at the time of the conclusion of that agreement, their places of business in different States; or (b) one of the following places is situated outside the State in which the parties have their places of business: (i) the place of arbitration if determined on, or pursuant to, the arbitration agreement; (ii) any place where a substantial part of the obligations of the commercial relationship is to be performed or the place with which the subject-matter of the dispute is most closely connected.

7 Or (c) the parties have expressly agreed that the subject-matter of the arbitration agreement relates to more than one country. (a) (b) BABEL Corporation 8 (c) (d) (1) (2) (3) (a) (b) (i) (ii) (c)

8 BABEL Corporation 9 [3] Relationship of Parties (1) (2) (3) (Principal Agent Relationship) Examples (a) Nothing herein contained shall be constructed as granting Recipient any right or license, either expressed or implied, under any information disclosed under this Secrecy Agreement.

9 (b) Nothing in this Agreement is intended or shall be deemed to constitute a partnership, agency, employer-employee relationship or joint venture relationship between the parties. All activities by either of the parties hereunder shall be provided as an independent contractor. (c) Neither of the parties in this partnership shall incur any debts or make any commitments for the other party, except to the extent, if at all, specifically BABEL Corporation 10 provided herein. (a) (b) (c) [4] Secrecy or Confidentiality Examples (a)

10 Either of the parties shall treat any and all information received from the other party under this Agreement in strict confidence and shall not use the information for any other purpose than the purpose stipulated in this Agreement, transfer or disclose the information to any other third party. (b) Any and all information given by either party to the other party shall be kept in strict confidence and shall not be revealed to any third party without obtaining prior written consent of the other party. BABEL Corporation 11 (c) Either of the parties shall not disclose or transfer any and all information received from the other party under this Agreement to any third party except the following: (1) to the extent that such information is general public knowledge or the information becomes general public knowledge through no fault of the receiving party, (2) to the extent that such information can be proved by the disclosing party to have been in the receiving party's possession prior to receipt thereof, or (3) to the extent that such information is received by the receiving party for its use or disclosure from a third party without any obligation to the third party.