Joint Development Agreement

Joint Development Agreement

〔Party Aの名称〕 (Party A) and 〔Party Bの名称〕 (Party B) enter into this Agreement on 〔契約締結日〕 for the cross-border research and development of 〔対象製品〕 (the Project). Their principal places of business are 〔Party Aの主たる事業所所在地〕 and 〔Party Bの主たる事業所所在地〕. Work will be carried out only in the countries stated in the Schedule. The Schedule is part of this Agreement; if its factual description conflicts with a legal rule in the articles, the articles prevail unless a signed amendment expressly identifies the rule changed.

Article 1. Work, Contributions and Acceptance

1.1 Each party shall perform its allocated work, provide its listed inputs and personnel, and deliver the identified outputs by the dates in the Schedule.

1.2 Each bears its own work costs except for the expressly stated inter-party payments and pre-approved third-party costs.

1.3 Neither party may commit the other to expenditure.

1.4 The receiving party shall inspect each delivered milestone against its Schedule acceptance criteria and, within 10 business days after delivery, accept it or give a written, criterion-specific rejection. Silence after that period constitutes acceptance solely for the milestone payment, not a waiver of latent defects or IP claims.

1.5 The delivering party shall correct a substantiated failure at its cost and resubmit within 15 business days; the receiving party then has 10 business days for the same inspection.

1.6 If correction fails twice, the receiving party may terminate the affected unperformed work under Article 6.

1.7 A party expecting a material delay shall notify the other promptly with the cause, effect and recovery proposal; dates change only under Article 4.

1.8 Payments listed against accepted milestones become due 30 days after receipt of an invoice identifying the milestone, or by an earlier mandatory payment deadline.

1.9 A good-faith disputed amount must be identified with reasons before its due date; undisputed amounts remain payable, and the parties shall resolve the disputed amount promptly through Article 7.

Article 2. Background and Project Results

2.1 Background IP means technology and intellectual property controlled by a party independently of the Project and identified in the Schedule before it is supplied.

2.2 Each party retains its Background IP and grants the other a non-exclusive, non-transferable, royalty-free license to use supplied Background IP solely to perform the Project during its term.

2.3 Project Results means the inventions, data, designs, software and prototypes first created in performing the Project. Subject to mandatory inventor rights and effective assignments, a Result created solely by one party's personnel belongs to that party; a Result created by personnel of both parties belongs to the parties jointly in equal shares as between them.

2.4 Each party shall obtain from its personnel and approved subcontractors the written rights needed to give effect to this Article, to the extent lawful, and shall notify the other promptly if it cannot. Personnel shall report potentially patentable Results with contributors and dates to both project leads promptly and before disclosure outside the Project.

2.5 Each party grants the other a perpetual, worldwide, non-exclusive, royalty-free license under its solely owned and jointly owned Project Results, and under its supplied Background IP only to the extent technically necessary, to develop, make, have made, use, sell, offer and support 〔対象製品〕 and directly related services.

2.6 That continuing license includes necessary sublicenses to affiliates, contractors, distributors and customers for those activities, subject to written restrictions protecting confidential information; it does not permit a stand-alone license of Background IP or Project Results outside the Project product field.

2.7 These continuing licenses are effective upon creation of the relevant Result and survive expiry or termination, except that a party materially breaching the license scope must cure within 30 days of notice or lose the license for the affected IP to the extent permitted by applicable law.

2.8 No license is granted to unidentified Background IP; a party that discovers an indispensable item must identify it before incorporating it into a deliverable, and incorporation requires a signed change identifying its owner and license terms.

2.9 The sole owner decides whether and where to seek protection for its solely owned Results and pays those costs.

2.10 For jointly owned Results, the parties shall exchange a filing proposal before any disclosure, decide filing countries and costs in writing, and share approved costs equally; neither is obliged to fund an unapproved filing, and neither may abandon a joint filing without 60 days' notice and an opportunity for the other to assume future costs, subject to applicable law. Neither party may assign its share of jointly owned IP or license it outside the licenses expressly granted here without the other's written consent, subject to non-waivable law.

2.11 Each shall reasonably assist with inventor records and permitted filings at the requesting party's expense.

2.12 No party warrants freedom to operate against third-party rights.

Article 3. Testing, Publication and Materials

3.1 Testing locations, responsible personnel, supplied materials, outputs and objective acceptance criteria are stated in the Schedule.

3.2 Each party controls safety at its own facilities and promptly reports a material test incident to the other; no human-subject study or customer-facing deployment is authorized by this Agreement.

3.3 Title to a party's supplied materials remains with that party, and the recipient shall use them only for the Project, maintain an inventory and return or destroy unused materials under Article 6.

3.4 Test data and prototypes are Project Results under Article 2.

3.5 A party proposing public disclosure of a Project Result shall send the full proposed text to the other at least 30 days in advance.

3.6 The other may within that period identify its confidential information for removal or request a delay of no more than 60 additional days to seek IP protection.

3.7 No confidential information of the other may be disclosed without its written consent, even after the review period.

3.8 Publication does not alter Article 2 ownership or licenses.

Article 4. Changes and Notices

4.1 A change to work, contributions, price, dates, acceptance criteria, IP, permitted use or security takes effect only through a dated writing signed by authorized representatives of both parties before affected work begins. It must identify the provisions changed and any effect on completed work; project leads cannot amend this Agreement merely by accepting deliverables.

4.2 Formal notices under this Agreement shall be emailed to the notice addresses in the Schedule and are effective on the recipient's written acknowledgment or other affirmative evidence of actual delivery to the designated mailbox. If delivery cannot be established within two business days, the sender shall use tracked courier to the principal address stated above; absence of a failure message alone does not establish delivery.

4.3 A party changing its notice address must notify the other by that method.

Article 5. Confidentiality, Security and Regulatory Boundary

5.1 Confidential Information means nonpublic information disclosed for the Project by a party, including its Background IP, and nonpublic Project Results; information shown by records to be public without breach, already lawfully known, independently developed without use of it, or lawfully received without restriction is excluded.

5.2 Each party shall use Confidential Information only for the Project and the express Article 2 licenses, disclose it only to personnel, affiliates and approved subcontractors needing it and bound by confidentiality duties, and apply reasonable technical and organizational safeguards.

5.3 A party shall notify the other within 48 hours after discovering unauthorized access to or disclosure of the other's Confidential Information or nonpublic Project Results, describe known facts, take reasonable containment and remediation steps, preserve relevant evidence and cooperate on required notifications.

5.4 A compelled disclosure is permitted only to the required extent, with advance notice when lawful.

5.5 Confidentiality continues for five years after termination; a trade secret remains protected while it qualifies as such and has not become public through no breach.

5.6 Each party shall comply with laws applicable to its performance in the Schedule work countries.

5.7 This Agreement does not authorize processing personal data for the other party, clinical or human-subject research, customer-facing deployment, or transfer of controlled technology or materials to a person or country requiring an uncompleted authorization. Before any such activity, the parties must sign an appropriate activity-specific arrangement and obtain required approvals; absent both, the activity shall not begin, even if a milestone otherwise describes it.

Article 6. Term, Termination and Settlement

6.1 This Agreement starts on the effective date and ends on 〔契約終了日〕, unless earlier terminated; extension requires a signed Article 4 amendment.

6.2 Either party may terminate on 30 days' written notice for convenience, or immediately after a material breach remains uncured for 30 days following written notice specifying the breach; a failed second correction under Article 1 permits termination of the affected unperformed work on written notice.

6.3 Either may suspend only affected work while a continuing material safety or security risk is being contained, with prompt notice and reasonable mitigation.

6.4 Within 15 days after termination or expiry, the parties shall exchange an inventory of completed and unfinished work, supplied materials, accepted milestones, payments made and documented non-cancellable third-party costs approved in writing before they were incurred.

6.5 Each party pays for its accepted milestones and its expressly approved share of such costs; the recipient refunds within 30 days any advance payment exceeding those amounts.

6.6 Neither party owes expected profit on unfinished work.

6.7 Within 30 days each returns the other's supplied materials and Confidential Information if requested before that deadline or otherwise securely deletes them, except one protected archival copy required by law or for dispute evidence, and certifies completion; lawful retained copies remain protected; their grounds and required period are notified, ordinary backups are deleted within 90 days after the end, and dispute copies are deleted when no longer reasonably needed.

6.8 Project-use access and the temporary Background IP license end, but Article 2's continuing commercialization licenses for completed or unfinished Project Results already created remain subject to their stated scope.

6.9 Accrued payment and settlement duties, ownership, continuing licenses, confidentiality, dispute terms and provisions necessary to enforce them survive.

Article 7. Liability and Disputes

7.1 A breaching party is liable for proven direct losses caused by its breach up to 〔責任上限額〕 in aggregate for all claims under this Agreement.

7.2 Neither party is liable for indirect or consequential loss or lost profit, except to the extent such exclusion cannot lawfully apply.

7.3 The cap and loss exclusion do not limit accrued payment obligations or express refund duties, fraud, willful misconduct, gross negligence, death or personal injury, unauthorized use or disclosure of the other party's Confidential Information or IP, or liability that cannot lawfully be limited.

7.4 The parties shall refer a dispute to the business leads named in the Schedule for 15 days after written referral before filing suit, without preventing urgent protective relief.

7.5 This Agreement is governed by the law of 〔準拠法〕, excluding its conflict-of-laws rules to the extent permitted, and the courts of 〔専属管轄裁判所〕 have exclusive jurisdiction, subject to mandatory rules on jurisdiction.

【Schedule of Project Facts and Commercial Terms】

Complete every field before signature; enter 'none' or '0' where accurate. Work outside these descriptions requires Article 4 approval. For each milestone, state a measurable output and pass/fail criterion; additional milestones may be added as rows in the same format before signature.

Project product and permitted commercial field：〔対象製品〕; commercial use is limited to this product and directly related services under Article 2

Work countries and test locations：〔作業国・試験場所〕

Party A work, inputs, named project lead and personnel commitment：〔Party Aの作業・提供物・担当者〕

Party B work, inputs, named project lead and personnel commitment：〔Party Bの作業・提供物・担当者〕

Milestone 1: delivering party, output, due date, receiving party and objective acceptance criteria：〔第1マイルストーンの内容〕

Milestone 2: delivering party, output, due date, receiving party and objective acceptance criteria：〔第2マイルストーンの内容〕

Costs each party funds itself; payment from A to B and applicable accepted milestone：〔Party Aの負担費用・支払〕

Costs each party funds itself; payment from B to A and applicable accepted milestone：〔Party Bの負担費用・支払〕

Approved third-party expenses, paying party and maximum commitment：〔承認済み第三者費用〕

Party A supplied Background IP and materials, owner and identifiers：〔Party Aの背景知財・提供材料〕

Party B supplied Background IP and materials, owner and identifiers：〔Party Bの背景知財・提供材料〕

Party A business lead and formal notice email：〔Party Aの業務責任者・通知先メール〕

Party B business lead and formal notice email：〔Party Bの業務責任者・通知先メール〕

No additional Background IP is licensed by omission. There is no automatic renewal. The Article 2 ownership, filing and commercialization rules apply without another election; changes require an Article 4 amendment.

Date: 〔契約締結日〕

First party: 〔Party Aの名称〕 Signature: ____________________

Second party: 〔Party Bの名称〕 Signature: ____________________