令和7・8年度 国内石油・天然ガス基礎物理探査に係る機構代表業務
独立行政法人石油天然ガス・ 金属鉱物資源機構の入札公告「令和7・8年度 国内石油・天然ガス基礎物理探査に係る機構代表業務」の詳細情報です。 カテゴリーは役務です。 所在地は東京都港区です。 公告日は2025/12/21です。
- 発注機関
- 独立行政法人石油天然ガス・ 金属鉱物資源機構
- 所在地
- 東京都 港区
- カテゴリー
- 役務
- 入札資格
- A B C
- 公告日
- 2025/12/21
- 納入期限
- -
- 入札締切日
- -
- 開札日
- -
元の公告ページを見る ↗
リンク先が表示されない場合は、発注機関のサイトで直接ご確認ください
添付ファイル
公告全文を表示
令和7・8年度 国内石油・天然ガス基礎物理探査に係る機構代表業務
1Request for Proposal“Onboard JOGMEC Representative for 2D/3D Marine Seismic Survey Offshore Japan inFY2025/2026”22nd December, 2025MORI HiroyukiExecutive Vice President, Member of the Board, Energy BusinessJapan Organization for Metals and Energy SecurityJapan Organization for Metals and Energy Security (“JOGMEC”) invites proposals for the “Onboard JOGMECRepresentative for 2D/3D Marine Seismic Survey Offshore Japan in FY2025/2026” (“Work”). Parties who wishto respond to this request for proposal (“RFP”) must submit their proposals in accordance with the followinginstructions.
1. Title of the WorkOnboard JOGMEC Representative for 2D/3D Marine Seismic Survey Offshore Japan in FY2025/20262. Objective and the scope of WorkThe objective and the scope of Work are described in the “Work Specifications”, which will be providedfrom JOGMEC after pre-qualified3. Outline of ContractsSince a contract cannot cross fiscal years, two separate contracts are required for this Work. Thecontract for Term FY2025* will expire during the onboard working period. However, Term FY2026will be effective immediately after the expiration of the contract for Term FY2025, and the onboardpersonnel is required to be onboard continuously*FY: Japanese Fiscal Year (April to next March)(1) Two contracts are required:(A) Term FY2025From the commencement date to 31st March 2026(B) Term FY2026From 1st April 2026 to 31st October 2026. (tentative)Note: The contract for FY2026 is subject to the approval of the budget for the National Program forOil and Gas Prospecting. The survey during the Term FY2025 might be cancelled. If the cancellationis decided, JOGMEC will inform a contractor as soon as possible, and only the contract for Term2FY2026 is needed.
(2) Maximum Amount of Budget(A) Term FY2025: 37,000USD (including taxes such as Japanese consumption tax)(B) Term FY2026: 310,000USD (including taxes such as Japanese consumption tax)Note: - The budgetary costs shall NOT exceed those amounts.
- Cost as well as proposal content will be evaluated. Please refer to item 8. for theevaluation details.
- An Invoice for Services performed by Contractor will be calculated on a per-diem basisand reimbursement for out-of-pocket expenses shall be submitted to Company by 9th ofeach calendar month. For Term FY2025, vouchers/invoices shall be submitted andfinalized before April 3rd.
- The Work is under the contract between The Ministry of Economy, Trade and Industry(METI) and JOGMEC. Therefore, the Work continues as long as the contract is valid.
4. Required Conditions to be a Contractor(1) A potential contractor must have: Experienced personnel with at least 5 years of experiences in client representative onboard qualitycontrol (QC) in 3D marine seismic data acquisition projects.
Experienced personnel to complete the Work.
Financial capabilities to conduct the Work.
(Only for entities who are registered in Japan) Governmental qualifications; A, B or C rank in“Service” of Reiwa 7・8・9FY (FY2025, 26, and 27) “Zenshocho Toitsu Shikaku.”(2) A potential contractor must be: A business entity who shall not be currently under a suspension of business order as instructedby the Japanese government administrative organization.
A business entity who shall not come under item 3 of “Public announcement on the qualificationsfor participating in the tendering procedures by JOGMEC.”5. Proposal RequirementsProposal shall describe detailed and concrete work scope satisfying the “Work Specifications” by includingall necessary information such as:(1) Implementation structure (Back-up personnel, if such exist, must be included in the implementationstructure of a proposal.)(2) Onboard service Should at least satisfy Work Specifications.
Additional contents, if any.
(3) List of deliverables3(4) Budgetary costs for the Work, itemized unit costs, breakdown for each piece of work and total cost Shall prepare one for Term FY2025 and one for Term FY2026.
(5) Outline and background of the company (Company brochure, the latest annual report, etc.)(6) List and brief description of over 5 years of experiences (of both company and potential onboardpersonnel) in client representative and onboard QC for 3D marine seismic data acquisition projects(See Appendix 1-1~1-3 for example formats)(7) Curricula vitae of personnel to be involved in this Work.
(8) Contact details.
(9) Modifications to the “Draft Agreements for Term FY2025” and “Draft Agreements for Term FY2026”,if any. The highlighted parts in yellow and associated blank spaces will be determined after acontractor is selected.
(10) A filled “Checklist before submission”.
6. Proposal Submission ProceduresParty(s) must submit its (their) proposal(s) by e-mail to the Contact Person listed under item 7.(2) beforethe deadline specified under item 7.(1). Any proposal submitted other than by e-mail shall not be acceptedor reviewed.
(1) Deadline5:00 p.m. on 14th January, 2026 (Japan time)(2) Contact Person:Attn: Mr. Hasegawa (koubo-h25062@jogmec.go.jp)7. Evaluation of Proposals(1) Evaluation CriteriaThe proposals submitted in response to RFP by the deadline will be judged based on the technicalevaluation shown in Appendix 2 with full score of 115 points, promotion of work-life balance andgender equality shown in Appendix 2 with full score of 5 points, and cost competitiveness withfull score of 40 points. In total, the full score is 160 points. The score for cost competitivenesswill be calculated using the following equation: (40 points)×(1-Proposed total cost / MaximumAmount of Budget).
Note: The score for cost competitiveness will be calculated based on the tax excluded amount.
For clarification, here the “tax” means the 10 % Japanese consumption tax applied to the personnelexpense, software and reporting. Registration to the Japanese invoice system shall not affect theevaluation.
Note: Certain corporations are to receive additional evaluation points for taking promoting measuressuch as work-life balance in the government procurements according to the instruction from the genderequality bureau cabinet office of Japanese government.
4(2) Result of EvaluationAward announcement will be made on JOGMEC website. JOGMEC, however, shall not beobliged to give any reasons for rejection of proposals.
8. Terms and Conditions(1) The proposals submitted to JOGMEC should reflect the “Work Specifications”. JOGMEC, however,reserves the right to make amendments and modifications to the conditions.
(2) Parties are requested to obtain all information they may require to submit their proposals. Parties aredeemed to be satisfied with the correctness and sufficiency of their proposals and the rates and the costspecified therein.
(3) JOGMEC will not be liable for any costs and expenses incurred by Parties in the preparation orsubmission of proposals or in any subsequent discussion or negotiation with JOGMEC.
(4) Proposals must contain the cost breakdown. JOGMEC may ask for further clarification if thebreakdown is insufficient. The cost shall be consistent with and fully meet with the “RFP” and “WorkSpecifications”.
(5) The budgetary cost in the proposals shall become the cost of the contract upon JOGMEC’s approval.
(6) JOGMEC will use the proposal solely for the purpose of the evaluation for the Work.
(7) If a proposal is accepted, the contractor must submit, when required, the personal information of allpersonnel who are to be client representatives. The information required by The Ministry of Economy,Trade and Industry (METI) includes: name, address, date of birth, affiliation, title, passport number,educational background, work experience, field of expertise, native language and other language skills,and nationality.
(8) If the contract between METI and JOGMEC is amended, necessary changes shall be made to the“Draft Agreement” in accordance with the amendment.
9. InquiriesAny question regarding this RFP shall be directed to the Contact Person by e-mail. Any enquiries aboutthe evaluation process shall not be accepted.
Appendix1* Appendix1-1. Example list showing company experience in the past five years.
Terrain/Country Year Client Project descriptionTotal with ### (number) clients and XXX (number) projects since 2019.
5*Format is free, but the above information should be included.
* Appendix1-2. Example of summarized description of onboard representative.
Name Comments Home country Availability### #### Japan, living inJapanAvailable for alltripsXXX XX UK, living inMalaysiaAvailable for trip(1) and (3)**Trip number follows the description of “Survey Overview” in the "Work Specifications”.
* Appendix1-3. Example list of experiences in client representative of potential onboardpersonnel.
Terrain,CountryClient(Contractor)Year ProjectdescriptionRoll Services Vessel GeoStreameror notCommentShallow(<50 m)marinein JapanJOGMEC(OGF)2022 3D towed-streamerseismicLeadacquisitionclientrepresentativeSeismic,Nav QCTANSA YES The surveywas in adensefishingactivityarea.
Land inJapanJOGMEC 2021 4D survey ChiefNavigatorNavigation - -Marinein JapanJOGMEC(JOGMEC)2016 3D towed-streamerseismicShift leaderdata QCSeismicdata QCSHIGEN -*Format is free, but the above information should be included.
6Appendix 2. 7*Appendix 2-1. Criteria for additional item*Appendix2-2. Criteria for additional itemCriteria Points RemarksProposal is excellent, withadditional proposals30For example, the following proposal shall be givenextra points depending on the content.
・A proposal that proposes any extra services and/orideas other than the "Work Specifications" that canmake the surveys better.
・A proposal that shows good measures of how toaddress the items written in the "WorkSpecifications".
Proposal is most appropriate 20Proposal is reasonable 10Insufficient 0A proposal with copy and paste of "WorkSpecifications" is acceptable, but the proposal shallnot be given any extra points.
Item Evaluation ScoreExperience in chief navigation or equivalent experience *1 8Five (5) years or more experience in navigation department 3Insufficient 0Experience in chief QC/data processing or equivalentexperience *28Five (5) years or more experience in onboard QC/dataprocessing department3Insufficient 0Experience in chief observer or equivalent experience *3 8Five (5) years or more experience in observer department 3Insufficient 0④Experience in dataacquisition by GeoStreamerOne point will be awarded per project for experience inGeoStreamer acquisition (Maximum of three (4) points)3⑤Experience in HSEsupervisorOne point will be awarded per project for experience in HSEsupervisor or equivalent experience in past five (5) years(Maximum of five(5) points)3①Having expertise innavigation/positioning②Having expertise inQC/processing of acquireddata③Having expertise inObserver/・The score is calculated for each person based on ①~⑤ (Maximum score is 30(=8+8+8+3+3)), and the average score of thetop three (3) persons is used*1~*3 is not scored duplicated8* Appendix2-3. Criteria for additional itemCriteria PointsMore than 40 projects with more than 20companies/organizations.
15More than 20 companies/organizations. 10More than 10 companies/organizations. 5Insufficient 0*3D marine towed-streamer seismic survey projects in the last 5 years* Appendix2-4. Criteria for Work-Life Balance and Gender Equality PromotionItem Criteria Points“Eruboshi” certified Platinum Eruboshi 5Eruboshi Step 3 4Eruboshi Step 2 3Eruboshi Step 1 2Action plan1“Kurumin” certifiedPlatinum Kurumin5Kurumin (New criteria, 2025-)3Kurumin (Old criteria, 2022-2025)3Try Kurumin (New criteria, 2025-)3Kurumin (Old criteria, 2017-2022)Try Kurumin (Old criteria, 2022-2025)Kurumin(Old criteria, -2017)2Action plan (2025-)1Act on the advancement of measures to support raising next-generation children4*If multiple certifications apply, the certification with the highest point value shallbe adopted for the evaluation.
1SERVICE AGREEMENTBetweenJapan Organization for Metals and Energy Security(JOGMEC)andXXXXXXNotes: The highlighted parts in yellow and associated blank spaces will be determined after acontractor is selected.
2SERVICE AGREEMENTThis agreement (“Agreement”) is made as of on the XX XXXX 2026 (“Effective Date”) by andbetween:Japan Organization for Metals and Energy Security, a corporation duly organised under the laws ofJapan, having its registered office at 10-1, Toranomon 2-chome, Minato-ku, Tokyo, 105-0001, Japan(“Company” or “JOGMEC”) and XXXXXX, a corporation duly organized under the law of XXXX(“Contractor” or “XXXX”).
JOGMEC and XXXXXX may also be referred to individually as a “Party” and collectively as the“Parties”.
RecitalsA. Under a contract with The Ministry of Economy, Trade and Industry (“METI”), JOGMEC isconducting certain geophysical surveys utilizing the three-dimensional seismic survey vessel(“Vessel”) owned by JOGMEC for the purpose of activating the oil and gas exploration in theJapanese water.
B. In relation to the survey, JOGMEC has engaged Ocean Geo Frontier Co., Ltd., a Japanese company,to operate the Vessel for data-acquisition. Additionally, JOGMEC seeks to engage a consultant toprovide specific onboard and onshore consultancy services.
C. XXXX possesses advanced technical expertise and the necessary professional skills to providethese services effectively.
D. JOGMEC intends to engage XXXX, and XXXX is willing to provide these services to JOGMEC,subject to the terms and conditions outlined below.
1. Term and Services Provided1. This Agreement shall commence on the Effective Date and remain in effect until 31st March 2026.
2. The Contractor shall provide to the Company the services (the “Services”) as described inAppendices 1 and 2 attached hereto. Contractor shall remain an independent contractor, andunder no circumstances shall the Contractor or any of its employees, subcontractors, or agentsbe considered employees of the Company. 3. The Contractor agrees to provide suitably skilled and experienced employees, subcontractors,and agents to effectively perform the tasks assigned to them.
4. The Contractor shall comply with all applicable laws, rules, and regulations of any governmentalor regulatory authority with jurisdiction over the provision of the Services, including any relevantlabour laws.
5. If the Company requires additions or modifications to the Services, it shall provide written noticeto the Contractor. Any amendments to the Services, including changes to their description orrates as outlined in Appendices 1 and 2, shall be made by mutual agreement of the Parties.
Additionally, any variation to this Agreement, including changes to the scope of the Services orfinancial terms, shall only be valid if documented in writing and signed by authorisedrepresentatives of both Parties. In the event of any conflict, the terms and conditions set out inthis Agreement shall prevail.
6. The transfer and handling of personal data between the Contractor and the Company inconnection with this Agreement shall comply with the Act on the Protection of PersonalInformation (Law No. 57 of 2003; the “Personal Information Protection Act”) and all otherapplicable personal data protection laws, rules and regulations in the relevant jurisdictions.
2. Remuneration1. All payments under this Agreement shall correspond to the agreed scope of Services and shall be3made in accordance with the mutually approved budget and financial provisions set forth inAppendix 1.
2. Invoices for the Services performed by Contractor on a day rate basis and reimbursement forout-of-pocket expenses shall be finalized and submitted to Company by the April 3rd 10 AM Japantime. Contractor shall prepare and submit to Company the Performance Report using Form No.
1 by April 2nd (Japan time). After the review and approval of the draft invoice by Company,Contractor shall issue a final invoice no later than April 3rd 10 AM Japan time. Company shall paythe amounts payable to Contractor within 30 days of receipt of invoice, provided that the invoicefor the Services performed in March 2026 which is submitted and finalized as soon as the paymentis made and by the above due date (April 3rd 10 AM Japan time) with supporting documents(including vouchers and receipts for air travel, hotel and foods, etc.) attached.
3. The Company shall notify the Contractor of any invoice discrepancies within five (5) working daysof receipt. Both parties shall make reasonable efforts to resolve disputed items within three (3)working days from the date of notification. For the avoidance of doubt, interest charges underArticle 2.2 shall not apply to disputed portions of an invoice. Regardless, the Company shallapprove and process payment for the undisputed portion within 30 days of invoice receipt. 4. Payment for the Remuneration shall be made in United States Dollars (US$). Funds will beremitted via direct credit to XXXXXX using the following banking details:United States Dollar AccountName of Account:Bank Name:Bank Address:Sort Code:Account No:IBAN:Swift Code:5. For reimbursable expenses incurred in currencies other than US Dollars, the Contractor shallapply the TTM rate published by BANK (the "Bank") or a TTM rate approved by the Company viaemail before issuing an invoice. The applicable TTM rate shall be the rate published on the invoicedate or the date on which the Company grants prior approval. If the Bank does not publish a rateon the invoice date, the rate from the nearest preceding day shall apply. If the Bank does notpublish the TTM rate for the relevant currency, the Contractor shall use the TTM rate publishedby a major bank in the United States. If no foreign exchange rate is available on the expendituredate, the Contractor shall apply the rate published on the invoice creation date, as provided bythe Bank, the Company’s approved TTM rate, or a major U.S. bank, if necessary.
3. Taxes and Duties1. The Contractor is responsible for paying all taxes applicable to its income, property, equipment,and services.
2. The rates or lump sum amounts specified in Appendix 1 exclude any taxes imposed on theContractor or its personnel by any government. These taxes may include, but are not limited to,corporate taxes, personal income taxes, payroll and social security taxes, sales taxes, andwithholding taxes. The Company agrees to cover any such tax assessments on behalf of theContractor. 4. Suspension of PerformanceThe Company may, at its sole discretion and at any time, temporarily suspend the performance ofall or part of the Services by providing notice to the Contractor. In such an event, upon requestby the Contractor, the Company shall consult with the Contractor to determine whether andhow the Contractor should be compensated for any damages, losses, or expenses incurred due4to the suspension. The Company and the Contractor may also discuss potential modifications tothe scope of the Services outlined in Appendix 1. 5. Use of Contractor’s Name and Logo1. The Company shall not use the Contractor’s name or logo for any purpose without theContractor’s prior written consent, which may be granted or withheld at the Contractor's solediscretion.
2. For the avoidance of any doubt, Article 5.1. includes, but is not limited to, references to theContractor in press releases, annual reports, and other publicly available documents.
6. Prohibition of Full DelegationThe Contractor shall not delegate or transfer the entirety of its responsibilities under thisAgreement to a third party. The Contractor must directly oversee and execute the agreed-uponservices and shall not fully subcontract or outsource its duties without the Company’s priorwritten approval. 7. Subcontracting of Services1. The Contractor may subcontract a portion of the Services to a third party, provided that suchsubcontracting does not include the planning, formulation of the entire business, or managementof core aspects of the Services Subcontracting is permitted only under the following conditions:1.1 The Contractor submits a list of proposed subcontractor to the Company, including theirname, address, contract amount, and other relevant details, using Form No.2.
1.2 The Company approves that Contractor’s request to subcontract a portion of the Servicesto the specified subcontractors.
2. In such cases, the Contractor remains fully responsible for the performance and quality of theServices provided by the subcontractors.
3. The Contractor shall enter into a subcontracting agreement with the subcontractor, ensuring thatits terms and conditions do not conflict with this Agreement.
4. The Contractor may appoint consultancy personnel to its team with the Company’s approval.
Such personnel shall not be considered subcontractors under Clauses 6 (Prohibition of FullDelegation) and 7 (Subcontracting of Services) in this agreement. 8. Confidentiality1. All information or data provided to the Contractor, or to which the Contractor is granted access,shall be treated as strictly confidential unless it is publicly available. The Contractor, including itsdirectors, officers, employees, subcontractors, and agents, shall not disclose such information toany third parties, except for Company employees or third parties whose access is necessary forthe performance of the Services.
2. The Company shall inform the Contractor if any information or data provided is original and shallconfirm that at least one (1) copy of such information is retained by the Company. 3. The Contractor shall ensure that any person or entity receiving confidential information is madeaware of and complies with the confidentiality obligations under this Agreement as though theywere a direct party to it. 4. The Contractor shall use confidential information exclusively for the performance of the Servicesand shall not use it for any other purpose, whether commercial or otherwise, including in relationto buying or selling of stocks and shares.
5. Without the Company's prior agreement, the Contractor shall not use, reproduce, copy, disclose,share, or allow third parties to access any Company-related information concerning the Services,except as expressly permitted under this Agreement.
6. The Contractor shall not, unless otherwise agreed by the Company, make copies of any5confidential information, or authorize others to do so, except for copies necessary for theperformance of the Services.
7. Without the Company’s prior written consent, the Contractor shall not engage in any discussionsregarding confidential information with any Company employee or third party connected to theCompany’s business unless such discussions are essential for the performance of the Services.
8. Upon completion of the Services, and upon written request from the Company, the Contractorshall return all confidential information and data provided by the Company at the Company’sexpense. The Contractor shall provide written confirmation of the return.
9. Notwithstanding the above, the Company acknowledges that the Services performed by theContractor shall be credited to the Contractor, and reports and documents prepared during theServices shall bear the Contractor's logo and address alongside the Company’s. However, suchreports and documents shall be presented as official Company materials.
10. All enhancements to the Contractor’s pre-existing intellectual property, including software andmethodologies, shall remain the property of the Contractor. The Contractor may disclose suchenhancements to the Company for its internal use. Any disclosure to third parties by the Companyshall require the Contractor’s prior written consent.
9. Insurances RequirementsThe Contractor shall, at its own expense, maintain all necessary insurance coverage for theduration of this Agreement. This includes, but is not limited to, Public Liability insurance andstatutory Workers’ Compensation insurance, ensuring comprehensive protection against itsliabilities.
10. Control of Property1 The Contractor shall manage the property acquired through the implementation of the Services( “Acquired Property”) with the diligence and care expected of a prudent manager, even after thecompletion of the Services. The Contractor shall dispose of the Acquired Property in accordancewith the Company’s instructions.
2 The Contractor shall maintain a written ledger documenting all Acquired Property and shallsubmit a written list of the Acquired Property along with the performance report after thecompletion of the Services. However, if the Company provides alternative instructions, theContractor shall comply accordingly.
11. Definition of Intellectual Property Rights1. The term “Intellectual Property Rights” as used in this Agreement shall mean the following:1.1 Patent rights, the right to obtain a patent registration, utility model rights, the right to obtaina utility model registration, design rights, the right to obtain a design registration, layout-design exploitation right of semiconductor integrated circuits, right to obtain a registrationof a layout-design exploitation rights of semiconductor integrated circuits, the right toobtain a registration for layout-design exploitation rights of semiconductor integratedcircuits, breeder's rights, the right to obtain a variety registration as stipulated in Article 3of the Plant Variety Protection and Seed Act (Law No. 83 of 1998), and equivalent rights ina foreign country (collectively, “Industrial Property Rights”);1.2 Copyright (including all rights stipulated in Articles 21 to 28 of the Copyright Law (Law No.
48 of 1970), as well as equivalent rights in foreign countries) (“Copyright”).
1.3 The right to use technical information that is proprietary and can be kept confidential(“Know-how”).
2. In this Agreement, “inventions, etc.,” shall refer to the following:(1) Inventions;(2) Ideas;(3) Designs and their creation;6(4) Layout-designs of semiconductor integrated circuits and creation as stipulated in Article 2(2)of the Act on Layout-Design of Semiconductor Integrated Circuits (Law No. 43 of 1985) ;(5) Varieties and their breeding as stipulated in Section 2(2) of the Plant Variety Protection andSeed Act;(6) Copyrighted works and their creation; and(7) Know-how and proposals.
3. In this Agreement, “Exploitation” of Intellectual Property Rights shall refer to: The acts stipulatedin Article 2(3) of the Patent Act (Law No. 121 of 1959), Article 2(3) of the Utility Model Act (LawNo. 123 of 1959), Article 2(3) of the Design Act (Law No. 125 of 1959), Article 2(3) of the Act onLayout Design of Semiconductor Integrated Circuits, Article 2(5) of the Plant Variety Protectionand Seed Act, the acts of exploiting copyrighted works under all rights stipulated in Articles 21 to28 of the Copyright Law, and the acts of using Know-how.
12. Ownership of Intellectual Property Rights1. The Company will not acquire any intellectual property rights from the Contractor related to theresults of the Services if, on the execution date of this Agreement, the Contractor submits writtenconfirmation to the Company that it will comply with the following provisions:1.1 If any inventions, etc., arise from the results of the Services, the Contractor shall promptlyreport them to the Company in accordance with Article 14.
1.2 If METI determines that granting access to such intellectual property rights is necessary forthe public interest and submits a request stating the reasons, the Contractor shall grantMETI the right to use the intellectual property rights free of charge.
1.3 If an intellectual property right remains unexploited for a considerable period withoutjustifiable cause, and METI finds it necessary to promote its use and issues a request withreasons, the Contractor shall grant a designated third party the right to exploit theintellectual property right.
1.4 If the Contractor transfers intellectual property rights to a third party other than METI orgrants an exclusive license (including a provisional exclusive license) or exclusiveexploitation rights, or consents to the establishment or transfer of any right for exclusiveuse in Japan (“establishment, etc., of an exclusive license, etc.”), prior approval from METImust be obtained—except in the following cases:(a) Transfer of intellectual property rights or exclusive licenses to a subsidiary (as defined inArticle 2(iii) of the Companies Act) or a parent company (as defined in Article 2(iv) of theCompanies Act);(b) Transfer of intellectual property rights or exclusive licenses to an approved TechnologyLicensing Organization (TLO), including entities that have obtained approval for changesunder Article 5(1) or Article 11(1) of the Act on Promotion of Transfer of TechnologyResults at Universities, etc., to Private Business Operators (Law No. 52 of 1998);(c) Transfer of intellectual property rights or exclusive licenses to a union member by atechnology research union.
2. If the Contractor does not submit the required document as outlined in the preceding paragraph,METI shall acquire the intellectual property rights from the Contractor.
3. If METI determines that any provisions in Paragraph 1 have not been met despite the Contractor’ssubmission, and no justifiable grounds exist for non-compliance, the Contractor shall assign therelevant intellectual property right to METI free of charge.
13. Acts of Use of Results1. Notwithstanding Paragraph 1 of the preceding Article, the Contractor shall be deemed to havegranted METI the right to use and license to third parties any Copyrights pertaining to copyrightedworks delivered through the Services, to the extent necessary for METI’s exploitation of suchworks.
2. The Contractor shall not exercise the moral rights of the author concerning the use of the7copyrighted works by METI or any third party. Additionally, if the author of the copyrighted workis a person other than the Contractor, the Contractor shall take the necessary measures toprevent the author from exercising their moral rights.
3. When publicly disclosing copyrighted works resulting from the Services or any derivative worksthereof, the Contractor shall clearly indicate that the work originates from the Services.
13-2. Prevention of Unauthorized Leakage of the Result of the Services1. The Contractor shall take all necessary measures to prevent unauthorized leakage of the resultsof the Services to third parties, including, but not limited to, confidentiality agreements and post-retirement arrangements for its employees.
2. The Contractor shall promptly report to the Company any instance of unauthorized leakage ofthe results of the Services to a third party and shall take appropriate remedial action, includinglegal proceedings against the responsible party.
14. Report on Intellectual Property Rights1. The Contractor shall establish a policy regarding the acquisition, concealment, and publication ofinventions, etc., related to the results of the Services, and shall submit a written report of thispolicy to the Company. When the Contractor obtains an invention, etc., related to the results ofthe Services, it shall report the details, its intended treatment, and the reasons in writing to theCompany before filing an application or making the invention public.
2. The Contractor shall submit to the Company a written notice of application for industrialproperty rights within 60 days from the date of filing (or within 90 days for applications filed inforeign countries) if it has filed an application related to the results of the Services.
3. When filing a patent application, utility model registration, or design registration in Japan, theContractor shall state, in accordance with Article 23(6) of the Ordinance for Enforcement of thePatent Act, that the application pertains to the results of research commissioned by the nationalgovernment of Japan. The following is an example description to be included in the application:“Patent applications pertaining to the results of commissioned research by the nationalgovernment of Japan, etc. (Reiwa ** Fiscal Year, commissioned research by the Ministry of Economy,Trade and Industry, patent applications to which Article 17 of the Industrial TechnologyEnhancement Act (Law No. 44 of 2000) applies).”4. When the Contractor obtains registration of an industrial property right, it shall submit a writtennotice to the Company within 60 days from the date of registration (or within 90 days if registeredin a foreign country).
5. The Contractor shall submit to the Company a written notice of copyrighted work for any workprepared and delivered to the Company within 60 days after the delivery of the copyrighted work.
6. If the Contractor implements industrial property rights related to the results of the Services orgrants a license to a third party (excluding cases specified in Article 16(4)), it shall submit a writtennotice of industrial property right license to the Company within 60 days of the implementation(or within 90 days for foreign implementations).
7. Upon request from the Company, the Contractor shall provide a written report detailing theimplementation status and licensing of intellectual property rights other than industrial propertyrights related to the results of the Services.
15. Transfer of Intellectual Property Rights1. When transferring intellectual property rights related to the results of the Services to a thirdparty other than METI (except when transferring Copyrights to a publisher for publication of theresults, as specified in Article 22(3)), the Contractor shall ensure that the third party agrees notto interfere with the application of Articles 12 to 18.
2. Before making such a transfer, the Contractor shall submit a written application for approval toMETI through the Company and obtain METI’s prior approval. However, this requirement shall8not apply to transfers made through a merger or split or those falling under Paragraphs 1(4)(a)to (c) of Article 12.
3. If the third party receiving the intellectual property rights is a subsidiary or parent company ofthe Contractor (limited to cases where such an entity exists outside Japan), the Contractor shallnotify METI through the Company prior to the transfer and coordinate necessary arrangementsbetween METI and the Contractor.
4. Upon making the transfer, the Contractor shall submit a written notice of transfer to METIthrough the Company within 60 days (or within 90 days if the transfer occurs in a foreign country).
5. In cases where the Contractor has transferred intellectual property rights as described inParagraph 1, the recipient of the rights shall comply with the provisions of Article 12(1), Article12(3), and Articles 13 to 18 regarding intellectual property rights.
16. License of Intellectual Property Rights1. If the Contractor grants a license to a third party other than METI for intellectual property rightsrelated to the results of the Services, it shall ensure that the third party undertakes the license ina manner that does not impede the application of Articles 12, 13, this Article, and Article 18.
2. If the Contractor grants an exclusive license or similar rights to a third party other than METI forintellectual property rights related to the results of the Services, it shall submit a writtenapplication for approval to METI through the Company before establishing such a license andobtain METI’s prior approval. However, this requirement shall not apply to transfers made througha merger or company split or those falling under Paragraph 1(4)(a) to (c) of Article 12.
3. If the third party receiving the exclusive license or similar rights is a subsidiary or parent companyof the Contractor (limited to cases where such entities are located outside Japan), the Contractorshall notify METI prior to the transfer and coordinate necessary arrangements between METI andthe Contractor.
4. Once an exclusive license or similar rights have been established under Paragraph 2, theContractor shall submit a written notice of establishment to METI through the Company within60 days from the date of establishment (or within 90 days if established in a foreign country).
17. Waiver of Intellectual Property RightsIf the Contractor intends to waive its intellectual property rights related to the results of theServices, it shall submit a written notice of waiver to the Company before executing the waiver.
18. Designation of Know-How1. METI and the Contractor shall promptly designate Know-how related to the results of theServices through due consultation and submit it to METI via the Company.
2. The Contractor shall submit the designated Know-how separately from the report on the resultsof the Services, in accordance with METI's instructions.
3. When designating Know-how, the period during which it must remain confidential shall be clearlyindicated.
4. The confidentiality period established in the preceding paragraph shall be determined throughdiscussions between METI and the Contractor and shall, in principle, last five (5) years from theday following the completion of the Services. However, if necessary after the designation, thisperiod may be extended or shortened through further discussions between METI and theContractor. During the confidentiality period, METI shall not disclose or publish the Know-howto any third party without the Contractor's written consent, and likewise, the Contractor shallnot disclose or publish the Know-how to any third party without METI’s written consent.
5. Upon submission of Know-how by the Contractor pursuant to Paragraph 2, METI shall properlystore it in a secure location to prevent unauthorized access or leakage of confidential information.
919. Management of Intellectual Property Rights1. In cases falling under Article 12(2), the Contractor shall carry out the following procedures in thename of METI for inventions, etc., related to the results of the Services:1.1 For patent rights, utility model rights, design rights, or breeder's rights, the Contractor shallundertake the necessary procedures from the filing of the application until the registrationof the established right.
1.2 For layout-design exploitation rights of semiconductor integrated circuits, the Contractorshall complete the necessary procedures from the filing of the application until theregistration of the established right.
2. In the circumstances described in Paragraph 1, when the registration of industrial property rightspertaining to the results of the Services is completed in Japan (or, in the case of foreign industrialproperty rights, once the registration is completed in the respective foreign country), METI shallreimburse the Contractor for all expenses associated with filing, submitting applications forindustrial property rights, requesting examinations, and registering the industrial property rights.
20. Development of Provisions on Employee InventionsIn accordance with the Japanese version of the Bayh-Dole System (Article 17 of the IndustrialTechnology Enhancement Act), which stipulates that inventions, etc., resulting from this Agreementbelong to the Contractor as the entrusted party, the Contractor shall, if inventions, etc., areproduced by its employees or executives (“employees, etc.”) as a result of the commissioned workand such inventions arise from duties performed by the employees, etc., promptly enter into acontract with them or establish employment regulations to ensure that the intellectual propertyrights related to such inventions belong to the Contractor. However, this requirement shall not apply if the Contractor has already entered into an agreementwith its employees, etc., requiring them to transfer intellectual property rights to the Contractor,or if existing employment regulations already provide for such ownership, and these provisionsare applicable to the Services.
21. Use of Intellectual PropertyThe Contractor shall be fully responsible for the use of intellectual property rights or any otherrights belonging to third parties.
22. Reporting in the Event of a Merger, Company Split, or Acquisition1. If the Contractor undergoes a merger, company split or becomes a subsidiary of a third partyother than the Company (including cases where the Contractor’s parent company changes, asspecified in Paragraph 3(1)), it shall promptly report this to the Company.
2. In such cases, if METI determines that there is a risk that the results of the Services will not beeffectively utilized in business activities, from the perspective of contributing to the sounddevelopment of the national economy, the Contractor shall grant a license to a person designatedby METI to enforce the intellectual property rights related to the results of the Services.
3. When transferring intellectual property rights related to the results of the Services to a third partyother than METI, the Contractor shall ensure that the transferee complies with all of the followingprovisions:3.1 In the event of a merger, company split, or becoming a subsidiary of a third party other thanMETI, the Contractor shall promptly notify METI.
3.2 If METI determines, from the perspective of the sound development of the national economy,that there is a risk the results of the Services will not be effectively utilized in business activities,METI shall designate a party to enforce the intellectual property rights related to the resultsof the Services.
3.3 When transferring intellectual property rights to a third party, the Company shall require the10transferee to comply with all provisions of this paragraph.
23. Compliance with the Basic Policy on Intellectual Property Management1. The Contractor shall comply with the Basic Policy on Intellectual Property Management asestablished by METI.
2. On the date of execution of this Agreement, the Contractor shall prepare a written agreementdetailing the handling of intellectual property rights among all business participants—including theContractor, subcontractors, and sub-subcontractors—and submit it to METI through the Company.
However, if the Contractor is the sole participant in the project, preparing and submitting anotification of such an agreement shall not be required.
3. On the date of execution of this Agreement, the Contractor shall establish an Intellectual PropertyManagement Committee among business participants, develop operational rules for thecommittee—including deliberation processes, resolution methods, membership structure, andother governance matters—and submit a written notification to METI through the Company.
However, if the Contractor is the sole participant in the project, submitting a notice of theestablishment of the Intellectual Property Management Committee shall not be necessary.
24. Matters for CooperationThe Contractor shall cooperate with METI, at its own cost and expense, in the preparation ofmaterials, provision of information, responses to hearings, and attendance at committees relatedto the following:(1) Surveys on the status of intellectual property rights usage,(2) Interim evaluations,(3) Evaluations conducted upon completion,(4) Follow-up evaluations, and(5) Follow-up surveys of intellectual property rights.
24-2. On-site Inspections1. If the Company determines that an investigation is necessary to assess the implementation of theServices and determine the amount to be paid, it may require the Contractor or its officials toexamine records, books, and other relevant materials related to the Services, as well as questionrelevant individuals at the Contractor's offices, workplaces, or other locations.
2. If deemed necessary to ensure the proper performance of this Agreement, the Company may, inaddition to conducting on-site inspections as outlined in the previous paragraph, perform on-siteinspections of business participants in the presence of the Contractor. In such cases, theContractor shall take all necessary measures to ensure that project participants consent to theCompany’s inspections. 25. Proprietary Rights of Intellectual Property1. All intellectual property rights related to the Deliverables specified in Appendix 1, as well as anyintellectual property rights acquired or developed in connection with or as a result of the Services,shall be owned by the Company. The Contractor agrees to waive and not exercise any moralrights of the author it may hold and shall ensure that no other person exercises such rights overany document or material submitted to the Company.
2. The Contractor warrants that the provision of Services, including the Company’s receipt and useof Deliverables, does not infringe or violate any third party’s rights, including copyrights and otherintellectual property rights.
3. If a claim or lawsuit is brought against the Company alleging that the Services, including the use ofDeliverables, infringe upon a third party’s intellectual property rights, the Contractor shall take allnecessary steps as reasonably requested by the Company to support its defense. Additionally, the11Contractor shall indemnify the Company against any and all damages arising from such claims orlawsuits.
26. Information Security1. The Contractor shall submit all required information, documents, and compliance materialsrelated to the information security system, including the provisions outlined in Articles 26(2) to26(11), 27, and 27-2, using Form No. 3. This submission shall occur after presenting the materialsto the Company and obtaining its approval, promptly following the execution of this Agreement.
However, if the information security system has already been submitted and approved before theAgreement’s execution, this requirement shall not apply. The Contractor shall periodically reportin writing to the Company on the implementation status of security measures. Any changes tothese must be submitted to the Company for prior consent. If the Company and the Contractoridentify inadequacies through discussions, the Contractor shall promptly consult with theCompany and take necessary corrective measures.
2. The Contractor shall implement security measures to mitigate vulnerabilities in software,computers, and other systems used for the Services. These measures shall include protectionsagainst unauthorized programs, service attacks, targeted attacks, access control violations, andinformation leakage. Additionally, the Contractor shall provide information security training toemployees involved in the Services throughout the term of the Agreement.
3. The Contractor shall exercise caution in handling information obtained during the implementationof the Services, including reproducing such information on paper or electronic media. Priorapproval from the Company is required before transferring information onto METI computers orother reproduction-enabled equipment. Even in such cases, Contractor shall not reproduceinformation without the Company’s explicit permission. After completing work, Contractor shallverify the deletion of all transferred information in a manner that allows the Company to confirmits removal.
4. The Contractor shall not reproduce any Service-related information (on paper or electronicmedia) outside METI without the Company’s permission. Upon completion of the Services,Contractor shall verify that all reproduced information has been erased from any device, allowingthe Company to confirm compliance.
5. If the Contractor terminates or cancels the Services, all information obtained duringimplementation—including paper or electronic reproductions—must be returned, destroyed, orerased. In doing so, the Contractor shall ensure confirmation by the Company.
6. The Contractor shall not disclose or repurpose METI’s confidential business information gainedthrough the Services, both during and after the term of this Agreement. If the Contractor mustshare METI or Company-related information with external parties, it shall assess the risks ofimproper handling and obtain prior approval from the Company. Additionally, the Contractor shallspecify precautions required for information handling.
7. The Contractor shall submit a security action plan to the Company outlining steps to be taken incase of an information security breach or suspected breach. If an employee identifies a securityrisk, they shall immediately report the issue to the Company and follow instructions afterdiscussions regarding investigations and corrective actions.
8. To ensure comprehensive information security compliance, the Contractor shall adhere to theCommon Standards for Cybersecurity Measures for Government Agencies and Related Agencies,etc. (Fiscal Year 2023 edition), METI’s Information Safety Control Regulations (2006/03/22 shi No.
1), and METI’s Information Safety Control Standards (2006/03/24 shi No. 1) (collectively, the“Standards”).
9. The Contractor shall undergo information security audits, management audits, or penetrationtests conducted by METI or the National Center of Incident Readiness and Strategy forCybersecurity and respond to any issues identified.
10. The Contractor shall limit the number of personnel involved in the Services. Furthermore, theContractor shall submit details regarding its directors, capital-related matters, the location ofService execution, personnel affiliations, expertise (including information security qualifications12and training), past performance, and nationality to the Company. If employees change during theServices, the Contractor must update and resubmit personnel information in advance.
27. Establishment and Operation of Secured Information Systems (IncludingExternal Websites)1. If the Contractor operates a server or similar infrastructure, it shall collect vulnerabilityinformation on software, including the operating system (OS) and middleware. The Contractorshall promptly apply critical security updates, considering the business impact, when such updatesare released. If constructing a website, the Contractor shall conduct platform diagnostics—including port scanning and vulnerability assessments—at least once annually during operationsand before launching the website. If vulnerabilities are detected, the Contractor shall takeappropriate remedial measures.
2. When establishing or operating a website, the Contractor shall implement secure encryptionmeasures such as Transport Layer Security (TLS) (formerly SSL) to prevent data interception ortampering during Internet communications. Additionally, the Contractor shall ensure users canverify that the website belongs to a legitimate entity. The Contractor shall only use digitalcertificates issued by recognized certification authorities to verify the server's authenticity withoutrequiring users to install root certificates manually.
3. If constructing or modifying a website, the Contractor shall adhere to the latest "How to Createa Secure Website" guidelines ("Creation Methods") published by the Information-technologyPromotion Agency (IPA). Prior to launching or modifying web applications—or upon detectingnew cybersecurity threats—the Contractor shall conduct a vulnerability assessment (webapplication security audit) as outlined in the Creation Methods. If vulnerabilities are identified, theContractor shall implement necessary security measures and submit a compliance checklist tothe Company. If the Company issues instructions based on the checklist review, the Contractorshall comply accordingly.
4. When establishing or operating systems—including websites or electronic mail transmissionsystems—the Contractor shall exclusively use the ".go.jp" domain name, which verifies the systembelongs to an official governmental entity. 27-2. Information Security Measures for Information Systems1. The Contractor shall implement the following security measures throughout the lifecycle ofinformation systems, including their design, construction, operation, maintenance, and disposal, aswell as during the procurement and manufacturing of hardware and software (e.g., computers,embedded systems, communication line devices, and electromagnetic recording media):1.1 The Contractor shall ensure that all processes are managed under a comprehensive qualityassurance system, preventing unintended modifications and unauthorized access to METI’sconfidential information. Furthermore, the Contractor shall submit documentation verifyingthe control procedures and quality assurance system.
1.2 If irregularities such as unintended changes are detected in information systems or relatedequipment, the Contractor shall cooperate with METI to conduct investigations andcorrective measures, including follow-up assessments and on-site inspections. Additionally,the Contractor shall provide documentation proving the appropriateness of theseprocedures.
1.3 The Contractor shall install anti-malware software with capabilities to detect both knownand unknown malware and prevent its execution. Additionally, the Contractor shallimplement the following security measures:(a) Ensure the anti-malware software remains continuously updated by configuring automaticupdates.
(b) If the anti-malware software relies on definition files, configure the system to keep thesefiles updated at all times.
(c) Restrict administrative privileges for modifying anti-malware settings—only the system13administrator shall have authority to make changes, and such authority shall not be grantedto system users.
(d) Configure the anti-malware software to conduct regular and automated scans of all filesto detect potential threats.
(e) Consider deploying Endpoint Detection and Response (EDR) software to monitorterminal and server activities, detect potential security threats, and promptly isolate anycompromised devices from the network.
1.4 The Contractor shall promptly report to the Company any changes made to theinformation system resulting from the implementation of information security measures.
Additionally, when transferring the system from the construction phase to the operationand maintenance phase, or to other business entities, the Contractor shall ensure that allnecessary security measures are included in the transferred items.
1.5 The Contractor shall not use software that is unsupported, has expired support, or isscheduled to expire during the term of the outsourced services. Likewise, the Contractorshall not assume reliance on such software for any operations. Furthermore, the Contractorshall:(a) Maintain a control ledger documenting the software name, version, and installationlocation.
(b) Collect information on software vulnerabilities, including expiration dates, and providethis data to the Company.
(c) Develop a vulnerability mitigation plan upon obtaining relevant security information andimplement necessary countermeasures only after receiving confirmation from theCompany.
1.6 If the information system includes email transmission and reception functions, theContractor shall implement the following security measures:(a) Prevent email spoofing by configuring Sender Policy Framework (SPF).
(b) Ensure secure email communication between servers using SMTP with TLS (SSL).
(c) Implement encryption and digital signature measures such as S/MIME to enhance security. 2. If the Contractor utilizes cloud services provided by private entities for an unspecified number ofusers—where access is granted solely through acceptance of standardized terms and conditions—the Contractor shall not use such services for handling confidential information. The Contractorshall adhere to the Standards, including implementing measures against unauthorized access asstipulated therein. When procuring cloud services for handling confidential information inperforming the Services, the Contractor shall, in principle, select services from the “ISMAP CloudService List”1 or the “ISMAP-LIU Cloud Service List” under the Information system SecurityManagement and Assessment Program (ISMAP). If no suitable cloud services are available fromthese lists, the Contractor shall either use cloud services provided by the Company or obtainprior written approval from the Company by submitting an application for authorization to usecloud services outside the ISMAP-approved lists. Before utilizing cloud services, the Contractorshall:(1) Assess the risks associated with their use based on the service conditions;(2) Confirm that the identified risks are acceptable;(3) Obtain approval from the Company before proceeding;(4) Specify precautionary measures for secure usage;(5) Monitor and manage the usage of such services.
3. When the Contractor procures services for developing websites or application content (a genericterm including application programs and web content), it shall implement the following measuresto ensure users’ information security is not compromised:3.1. The Contractor shall ensure that all websites and application content provided are free ofmalware by implementing the following security protocols:(a) Prior to deployment, all websites and application content shall be scanned using anti-malware software to confirm the absence of malware.
1Notes: ISMAP Cloud Service List: https://www.ismap.go.jp/csm?id=cloud_service_list14(b) Application programs shall be thoroughly reviewed to ensure they do not contain anyprogram code that violates application specifications.
(c) The HTML source code of the website or application content shall be inspected toconfirm that it does not include functions that automatically access external serversoutside METI in violation of specified security protocols.
3.2. The Contractor shall ensure that websites and application content do not contain securityvulnerabilities that could compromise user data or system integrity.
3.3. Content shall not be provided in an executable program format unless no other feasiblemethod of delivery exists.
3.4. Whenever applicable, the Contractor shall ensure that website or application content canbe verified as genuine and free from tampering using methods such as digital certificatesignatures. If the Government Public Key Infrastructure (GPKI) is available, digital certificatesissued by GPKI shall be used to sign the website or application content.
3.5. The Contractor shall define a deployment method for websites and application contentthat does not require users to modify settings in a manner that lowers their securityposture, such as forcing them to use outdated or vulnerable operating systems and software. 3.6. The Contractor shall ensure that websites and application content do not include functionsthat automatically generate access outside METI or transmit users’ personal information tothird parties without consent. If such functions are necessary for system operations, theContractor shall first verify that external access complies with information security bestpractices. Additionally, the Contractor shall prominently disclose details on automaticaccess, data sharing with third parties, instructions for disabling such access, and otherprivacy-related matters in the privacy policy posted by the Company.
28. Personal information1. The Contractor shall handle Personal Information (as defined in Article 2, Paragraphs 1 and 2 ofthe Personal Information Protection Act (Law No. 57 of 2003; the “Personal InformationProtection Act”)), as well as Pseudonymized Information, etc., of Administrative Organizations (asprescribed in Article 121 of the Personal Information Protection Act) (“Personal Information,etc.”), with the due care of a good manager and in good faith.
2. If the Contractor subcontracts the handling of personal information to a third party, it must obtainprior approval from the Company. The Contractor shall require the third party to implement thesame security and data protection measures mandated by the Company to ensure propermanagement of Personal Information, etc. Additionally, the Contractor shall enter into a formalwritten agreement with the third party, requiring compliance with these measures. Thisrequirement applies to any changes in the initially approved third party, as well as any subsequentre-entrustment by an approved third party. In cases where an approved third party furthersubcontracts the handling of Personal Information, etc., the same approval and complianceobligations shall apply. Any third party engaged through initial or subsequent re-entrustment underthis provision shall be referred to as the "Re-entrusted Party."3. When the Contractor intends to obtain approval as set forth in the preceding paragraph, it shallsubmit a written application to the Company in advance, detailing the proposed re-entrustmentof business activities involving the handling of Personal Information, etc. The Company reservesthe right to impose conditions on its approval as it deems necessary.
4. The Contractor shall not conduct any of the acts listed below unless explicitly authorized inwriting by the Company:4.1 Providing Personal Information, etc., deposited by the Company to a third party (excludingan approved Re-entrusted Party that has agreed to the document set forth in the precedingparagraph) or disclosing its contents.
4.2 Using, duplicating, or altering Personal Information, etc., beyond the scope of the purposeof use specified by the Company (or the purpose of this Agreement, unless otherwiseexpressly stated).
4.3 Utilizing personal information collected or created by the Contractor in connection with15the Services for any purpose beyond the scope authorized by the Company (or the purposeof this Agreement, if not otherwise expressly stated).
5. When handling Personal Information, etc., in the Services, the Contractor shall submitdocumentation to the Company specifying necessary information, including:(1) The control system and implementation framework of the designated responsible personsand business operators.
(2) Inspection procedures for managing Personal Information, etc., ensuring compliance andoversight.
(3) Measures for proper management of Personal Information, etc., including safeguards againstleakage, loss, or damage.
(4) Compliance reports detailing the handling of Personal Information, etc., by subcontractors,including subcontractors. 6. The Company may, when necessary, conduct investigations to verify proper management ofPersonal Information, etc., at the Contractor's offices, workplaces, or any relevant sites, includingthose of any Re-entrusted Party. If deficiencies are identified, the Company may issue correctiveinstructions, which the Contractor must implement.
7. Upon completion of the contract work related to the Services or upon termination of thisAgreement, the Contractor shall promptly return or securely destroy all paper and electronicmedia containing Personal Information, etc., deposited by the Company, including copies thereof.
Such destruction shall be carried out through secure methods, including shredding, melting, orburning. The Contractor shall submit a written return or disposal report to the Company unlessotherwise instructed.
8. If the Contractor becomes aware of any security incident involving leakage, loss, damage,unauthorized use, or any other violation concerning Personal Information, etc., deposited by theCompany, it shall immediately:(1) Take necessary containment measures to prevent further damage at its own cost andresponsibility.
(2) Report to the Company the nature of the violation, scope of any damage, recovery measures,and any responses issued to affected individuals.
(3) Comply with all additional reporting and corrective instructions provided by the Company.
9. In addition to handling Personal Information, etc., deposited by the Company, the Contractor shallmanage all personal data collected or created in connection with the Services in strict compliancewith the Personal Information Protection Act. The Contractor shall also adhere to any additionalinstructions issued by the Company regarding such personal data.
10. In the event of a personal data security breach—including leakage, loss, damage, or unauthorizeduse—attributable to the Contractor or a Re-entrusted Party, the Contractor shall be fully liablefor compensating the Company and any affected third parties for all resulting damages. Theprovisions of this Agreement, which stipulate obligations related to damage compensation, shallnot limit or exclude the Contractor’s responsibility for violations of other contractual provisions,including breaches committed by a Re-entrusted Party.
11. The obligations contained in this article shall remain in effect even after the completion of theServices or termination of this Agreement, ensuring continued protection of Personal Information,etc., entrusted to or acquired by the Contractor or any Re-entrusted Party in connection withthis Agreement or related re-entrusted operations.
29. Liabilities and Indemnities1. The Contractor shall indemnify, defend, and hold harmless the Company from and against anyclaim, demand, loss, damage, or expense arising out of or in connection with the performance ofthe Services, where such claim, demand, loss, damage, or expense relates to:1.1 Loss or damage to the property of the Contractor. 1.2 Personal injury, including fatal injury and/or disease to the Contractor’s personnel, howevercaused, arising in connection with the performance of the Services. Provided that the indemnity shall be reduced to the extent that such personal injury (including16death or disease), or loss of, or damage to, property was caused by the negligence, breach ofstatutory duty, or breach of this Agreement by the Company, its employees, servants, or agents.
2 Notwithstanding anything to the contrary expressed herein, the Company shall indemnify andkeep indemnified the Contractor, its directors, and consultants in respect of any claim, action, loss,damage, cost, or expense arising out of:2.1 damage to or loss of any reservoir or production formation2.2 injury to, destruction of, loss or impairment of any property right in or to oil, gas or othermineral substance or water2.3 damage to or loss of any well or hole.
2.4 pollution due to blow-out or loss of control (including control and removal of the pollutantinvolved).
2.5 costs and expenses of killing or bringing under control any wild well, including the cost ofremoval of debris caused by such wild well.
2.6 loss or damage to drilling tools in the hole or in the drill string below the rotary table.
3 Subject to the express provisions of this Agreement, the Company and the Contractor agree thatthey shall not, under any circumstances, be liable to one another for consequential damages,including but not limited to indirect losses and loss of revenue, profit, or anticipated profits,whether or not due in whole or in part to the negligence or breach of duty (statutory orotherwise) of the other Party.
4 For the purposes of this Article (Article 29), the benefit of any indemnity granted in favor of eitherthe Company or the Contractor shall extend to their respective consultants, subcontractors, jointventure partners, associates, affiliates, and agents. Either Party shall have the right to initiateproceedings in its own name to enforce indemnities granted to any of the aforementioned personsor entities. The indemnities set forth in Articles 29.1 through 29.5 shall survive the termination ofthis Agreement.
5 Notwithstanding any provision to the contrary in this Agreement, the Contractor's liability inconnection with this Agreement, whether arising in contract, tort, negligence, breach of statutoryduty, or otherwise (excluding liability for personal injury or death), shall not exceed an amountequal to 100% of the total fees payable to the Contractor under this Agreement.
30. Health, Safety & Environment (HSE)The Contractor is committed to adhering to established industry standards and makingreasonable efforts to provide and maintain a healthy, safe, and environmentally responsible workingenvironment for its personnel, while ensuring the same standards are applied on behalf of theCompany. Accordingly, the Contractor requires the Company's agreement to:(1) Comply with all relevant obligations under the Occupational Safety and Health Act, applicableregulations, and approved Codes of Practice.
(2) Take all reasonably practicable measures to eliminate hazards and control risks to health andsafety at the Company's office or any designated location for the Services (excludingContractor offices) where the Services are performed ("Workplace").
(3) Promptly notify the Contractor of any fundamental changes to the Workplace, work practices,procedures, plant, equipment, or substances that could impact the safety and health of theContractor's personnel.
(4) Provide prior notification to the Contractor regarding any fundamental changes to theServices or Workplace.
(5) Ensure that the Contractor’s personnel receive specific information, instruction, and trainingnecessary for them to safely perform the Services and manage Workplace safety.
In the absence of guidance from the Company on these matters, the Contractor’s standard safetyprocedures shall apply.
31. Emergency Response / Evacuation1 To the extent practicable, the Company shall integrate the Contractor’s personnel into its17Emergency Response and Evacuation plans. The Company shall provide briefings to theContractor’s employees regarding their specific responsibilities, key contacts, and requiredcompliance measures to align with the Company’s emergency protocols.
2 The Company shall reimburse the Contractor for all reasonable and necessary costs incurred inmaintaining the continuity of Services and/or evacuating the Contractor’s employees, as deemedappropriate by both the Company and the Contractor. Such reimbursement shall also cover costsassociated with evacuation directives issued by other relevant authorities, including Embassies,National, Regional, or Local Governments.
32. WaiverThe rights and remedies of either Party shall remain unaffected by any failure or delay in exercisingany right or remedy, or by any indulgence granted by such Party, unless expressly waived orreleased in writing. Any such waiver or release shall be limited in scope and shall not prejudice orimpair any other rights or remedies of that Party.
Furthermore, no single or partial exercise of any right or remedy by either Party shall restrict,prevent, or otherwise limit any future or further exercise of that right or remedy, nor shall itpreclude the exercise of any other rights or remedies available to that Party.
33. Force MajeureThe Parties shall not be liable for any default or delay in performance arising from Force Majeure.
For the purposes of this Agreement, "Force Majeure" shall refer to any events or circumstancesbeyond the reasonable control of either Party. Such events or circumstances shall include, but arenot limited to: Natural disasters, including earthquakes, cyclones, fires, storms, tidal waves, floods, or othercatastrophic events.
Acts of war, terrorism, riot, civil war, blockade, insurrection, or civil disturbance.
Strikes or labor disputes occurring at a national level, excluding any strike or dispute that isspecific to the performance of the Services.
34. Handling Overpayments1. If the Company identifies that an overpayment of the contract amount has occurred due to theintentional actions or gross negligence of the Contractor, it may conduct an investigation byrequesting the Contractor to provide an explanation and submit relevant materials.
2. Based on the findings of the investigation conducted in accordance with the preceding paragraph,if the Company determines that the overpayment resulted from the intentional actions or grossnegligence of the Contractor, the Contractor shall submit an amendment achievement report onthe Services to the Company by the deadline specified by the Company.
3. If deemed necessary, the Company may require the Contractor to promptly return the amountof the overpayment determined to be excessive, based on the results of the investigationconducted under Paragraph 1 and the revised achievement report submitted in accordance withthe preceding paragraph. In such cases, the Company may impose interest on the overpaid amountat a rate of 3% per annum, calculated from the day following the date on which the Contractorreceived the overpayment until the date on which the full amount is refunded.
35. Termination of Subcontract Agreements1. The Contractor shall immediately terminate any subcontract agreements with subcontractors andre-commissioned parties, including all subsequent subcontractors engaged after re-commissioning,as well as any third parties with whom the Contractor, subcontractor, or re-commissioned partieshave entered into individual contracts under this Agreement, if such subcontractor or third partyis determined to be subject to cancellation under the criteria outlined in the preceding article.
18The Contractor shall also ensure that the subcontractor cancels the contract as required.
2. The Company reserves the right to terminate this Agreement if the Contractor knowingly entersinto or approves a contract with a subcontractor or third party who is subject to cancellation.
Furthermore, if the Contractor fails to cancel such a contract or neglects to take measures toenforce cancellation without justifiable grounds, the Company may exercise its right to terminatethis Agreement.
36. TerminationThe Company shall have the right to terminate this Agreement at any time by providing theContractor with ten (10) working days' written notice specifying the effective date of terminationif it differs from the date of the notice. Upon termination, the Contractor shall immediately ceaseperforming the Services and shall only undertake work necessary to preserve and protect thecompleted Services until the handover to the Company is finalized.
The Contractor shall have the right to terminate this Agreement by providing notice to theCompany in the event of a material breach of this Agreement, insolvency of the Company, or aninability of the Company to pay its debts as they become due. Such notice shall specify the effectivedate of termination if different from the date of the notice.
Upon termination, all data, plans, specifications, reports, estimates, summaries, completed Services,and ongoing work related to the Services—as well as any accumulated materials and informationgenerated by the Contractor, its employees, or consultants—shall, as determined by the Company,become its property and be delivered accordingly.
If the Company exercises its termination rights under the Agreement, it shall compensate theContractor for all amounts payable in accordance with the Agreement for Services actuallyperformed prior to the effective termination date. Additionally, payment shall include anynecessary work undertaken to preserve and protect the completed Services until the handoverto the Company is finalized. The amount due shall be determined in accordance with this articleand other relevant payment provisions of this Agreement.
37. Dispute ResolutionThe Contractor and the Company agree to make all reasonable efforts to avoid disputes and toresolve any differences amicably before initiating formal dispute resolution procedures.
If a dispute arises that cannot be promptly or easily resolved, the party seeking resolution mustformally notify the other party of the existence and nature of the dispute. Upon receiving suchnotification, both parties shall either meet or arrange a telephone conference call or videoconference within an agreed timeframe, but no later than seven (7) days from the notification date,to negotiate a resolution.
If the dispute remains unresolved within a reasonable timeframe after such negotiations, eitherparty may escalate the matter to arbitration.
Subject to the foregoing provisions, any legal action arising out of or related to this Agreementmay be initiated by either party before the Tokyo District Court, to which both Parties expresslysubmit jurisdiction.
Despite the existence of a dispute, both the Contractor and the Company shall continue to fulfilltheir obligations under this Agreement.
38. TransferThis Agreement is personal to the Contractor, and the Contractor shall not assign or transfer anyrights or obligations under this Agreement, including any subcontracting rights, to any other partywithout the prior written consent of the Company.
The Company may assign this Agreement to any of its affiliates without requiring prior approvalfrom the Contractor. However, if the Company wishes to assign this Agreement to a third partythat is not an affiliate, it must first obtain the Contractor’s prior written consent.
1939. Compliance with Applicable Laws1. The Contractor warrants full compliance with all applicable laws and regulations of Japan inconnection with this Agreement, including but not limited to those specified below. If theContractor violates any of Articles 39.1(1)-(4), the Company may impose a penalty withoutrequiring proof of damages. The penalty shall be 10% of the total contract amount, payable uponthe Company's request by the due date specified. The Contractor’s warranty obligations shallsurvive the expiration of this Agreement. (1) All antimonopoly and antitrust laws, regulations, and rules of Japan. (2) All export control laws, regulations, and rules of Japan. (3) All anti-corruption laws, including those addressing bid rigging and bribery in Japan. (4) All laws related to criminal organizations or enterprises. The Contractor further warrantsthat it has no affiliations with illegal entities, such as organized crime groups, gangs, or theMafia.
2. If the Contractor violates any of Articles 39.1(1)-(4), the Company may terminate this Agreementimmediately without prior notice.
3. If the Company terminates this Agreement under Articles 39.1(1)-(4), the Contractor shall berequired to compensate the Company for any damages incurred.
4. The Contractor cannot claim exemption from the penalty imposed under Article 39.1 on thebasis of fulfilling contractual obligations.
5. If the Contractor fails to pay the penalty by the due date, it must also pay delay interest at anannual rate of 3%, calculated from the day following the due date until full payment is made.
6. If the actual damages suffered by the Company exceed the penalty amount specified in Article39.1, the Company reserves the right to claim the excess amount from the Contractor.
7. In cases where the Contractor is a trade association that has been dissolved, the Company mayseek penalty payment from the former representative or any former members. These individualsshall be jointly and severally liable for the payment.
8. Upon learning of any violation of Articles 39.1(1)-(4), the Contractor must promptly notify theCompany and submit all relevant materials.
40. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of Japan. Anydisputes arising from or related to this Agreement shall be subject to the exclusive jurisdiction ofthe courts of Japan.
41. LanguagesThis Agreement shall be executed in the English language. In the event of any discrepancy betweenthis Agreement and a translation into another language, the original English text shall prevail.
42. NoticesAll notices, reports, requests, invoices, and demands under this Agreement shall be in writing anddelivered by hand, mail, facsimile, or email to the Company or the Contractor at the addressesprovided. Any changes to such information must be communicated in writing.
Company ContractorJapan Organization for Metals and EnergySecurity (JOGMEC)XXXXXX (XXXX)2010-1, Toranomon 2-chome,Minato-ku, Tokyo,105-0001, Japan.
Tel: +81-50-2027-0144 Tel: +Email: yamane-norihito@jogmec.go.jp Email:Attn: Mr. Norihito Yamane, Director Attn:21IN WITNESS WHEREOF each Party has caused this Agreement to be signed by its duly authorisedsignatory as of the date first above written.
For and on behalf of For and on behalf ofJapan Organization for Metals and EnergySecurity (JOGMEC)XXXXXXSignature: Signature:Name:MORI HiroyukiName:Company Position:Executive Vice President, Member of the Board,Energy BusinessCompany Position:Date: XX XXXX, 2026 Date:22Form No. 1Date:To: Executive Vice PresidentJapan Organization for Metals and Energy SecurityFrom: (Signature)[name and title of signer][ ]Performance Report for “********************” for Fiscal Year 2025In accordance with Clause 2.2 of the Contracted Service Agreement, we hereby submit thePerformance Report for "********************" pertaining to Fiscal Year 2025.
1. Contract Amount:2. Date of Execution of the Contracted Service Agreement:3. Overview of the Contracted Service performed:4. Expenses incurred for the Contracted Service(1) Actual expenses(2) Expenditure breakdown (as in Form 1-1 attachment)23【機2】(Form 1-1 attachment)Expenditure Breakdown(Example)(Unit: US$)Items (A)Budget(B)Consultation(C)1st trip(D)2nd trip(E)=(B)+(C)+(D)Sum(F)=(E)-(A)BalancePersonnel ExpensesOperating Expenses(1)(2)(3)(4)Total (Tax included)24【機2】Form No. 2Date:To: Executive Vice PresidentJapan Organization for Metals and Energy SecurityFrom: (Signature)[name and title of signer][ ]List of Subcontractors (Planned/Actual)(under the provisions of Agreement, Clause 7.1)ExampleName ofSubcontractor*Address ofsubcontractorAmount of Agreement (Plan)Amount paid (Result)Summary of theserviceABCDEF* enter “TBD” if not decided when planningSubcontractor ASubcontractor BSubcontractor CSecondSubcontractor DSecondSubcontractor EThirdSubcontractor F25【機2】Form No. 3List of information handlers and information management system structure① List of persons handling information(Example)Name*4 PositionInformation securitymanager*1AInformation handlingmanager*2BPersons in charge*3CDSubcontractor E*1: The individual with overall responsibility for overseeing information security and management.
*2: Personnel who do not primarily manage confidential information but oversee project execution andmay have access to sensitive data.
*3: Individuals authorized to handle confidential information in the course of project execution.
*4: Additional personal details, such as nationality and passport number, will be provided upon requestfrom JOGMEC.
② Information management system structure(Example)26【機2】Appendix 1 – Description of the Services & RatesRates27【機2】Description of Services:28【機2】Appendix 2 – Personnel list
1SERVICE AGREEMENTBetweenJapan Organization for Metals and Energy Security(JOGMEC)andXXXXXXNotes: The highlighted parts in yellow and associated blank spaces will be determined after acontractor is selected.
2SERVICE AGREEMENTThis agreement (“Agreement”) is made as of on the XX XXXX 2026 (“Effective Date”) by andbetween:Japan Organization for Metals and Energy Security, a corporation duly organised under the laws ofJapan, having its registered office at 10-1, Toranomon 2-chome, Minato-ku, Tokyo, 105-0001, Japan(“Company” or “JOGMEC”) and XXXXXX, a corporation duly organized under the law of XXXX(“Contractor” or “XXXX”).
JOGMEC and XXXXXX may also be referred to individually as a “Party” and collectively as the“Parties”.
RecitalsA. Under a contract with The Ministry of Economy, Trade and Industry (“METI”), JOGMEC isconducting certain geophysical surveys utilizing the three-dimensional seismic survey vessel(“Vessel”) owned by JOGMEC for the purpose of activating the oil and gas exploration in theJapanese water.
B. In relation to the survey, JOGMEC has engaged Ocean Geo Frontier Co., Ltd., a Japanese company,to operate the Vessel for data-acquisition. Additionally, JOGMEC seeks to engage a consultant toprovide specific onboard and onshore consultancy services.
C. XXXX possesses advanced technical expertise and the necessary professional skills to providethese services effectively.
D. JOGMEC intends to engage XXXX, and XXXX is willing to provide these services to JOGMEC,subject to the terms and conditions outlined below.
1. Term and Services Provided1. This Agreement shall commence on the Effective Date and remain in effect until 31st October2026.
2. The Contractor shall provide to the Company the services (the “Services”) as described inAppendices 1 and 2 attached hereto. Contractor shall remain an independent contractor, andunder no circumstances shall the Contractor or any of its employees, subcontractors, or agentsbe considered employees of the Company. 3. The Contractor agrees to provide suitably skilled and experienced employees, subcontractors,and agents to effectively perform the tasks assigned to them.
4. The Contractor shall comply with all applicable laws, rules, and regulations of any governmentalor regulatory authority with jurisdiction over the provision of the Services, including any relevantlabour laws.
5. If the Company requires additions or modifications to the Services, it shall provide written noticeto the Contractor. Any amendments to the Services, including changes to their description orrates as outlined in Appendices 1 and 2, shall be made by mutual agreement of the Parties.
Additionally, any variation to this Agreement, including changes to the scope of the Services orfinancial terms, shall only be valid if documented in writing and signed by authorisedrepresentatives of both Parties. In the event of any conflict, the terms and conditions set out inthis Agreement shall prevail.
6. The transfer and handling of personal data between the Contractor and the Company inconnection with this Agreement shall comply with the Act on the Protection of PersonalInformation (Law No. 57 of 2003; the “Personal Information Protection Act”) and all otherapplicable personal data protection laws, rules and regulations in the relevant jurisdictions.
32. Remuneration1. All payments under this Agreement shall correspond to the agreed scope of Services and shall bemade in accordance with the mutually approved budget and financial provisions set forth inAppendix 1.
2. Invoices for the Services performed by Contractor on a day rate basis and reimbursement forout-of-pocket expenses shall be submitted to Company by the 9th of each month. Companyshall pay the amounts payable to Contractor within 30 days of receipt of invoice, provided thatthe invoice for the Services performed in each calendar month shall be submitted by the 9th dayof the following month with supporting documents (including vouchers and receipts for airtravel, hotel and foods, etc.) attached. As needed, Company and/or METI may inspect documentsevidencing the expenses related to Service. Contractor may charge interest on overdue invoicesat the rate of 2.5% and shall also be entitled to recover any legal or other costs incurred inrecovery of any overdue debt. The Contractor shall prepare and submit to Company thePerformance Report using Form No. 1 within five (5) days after the termination of thisAgreement.
3. The Company shall notify the Contractor of any invoice discrepancies within five (5) working daysof receipt. Both parties shall make reasonable efforts to resolve disputed items within three (3)working days from the date of notification. For the avoidance of doubt, interest charges underArticle 2.2 shall not apply to disputed portions of an invoice. Regardless, the Company shallapprove and process payment for the undisputed portion within 30 days of invoice receipt. 4. Payment for the Remuneration shall be made in United States Dollars (US$). Funds will beremitted via direct credit to XXXXXX using the following banking details:United States Dollar AccountName of Account:Bank Name:Bank Address:Sort Code:Account No:IBAN:Swift Code:5. For reimbursable expenses incurred in currencies other than US Dollars, the Contractor shallapply the TTM rate published by BANK (the "Bank") or a TTM rate approved by the Company viaemail before issuing an invoice. The applicable TTM rate shall be the rate published on the invoicedate or the date on which the Company grants prior approval. If the Bank does not publish a rateon the invoice date, the rate from the nearest preceding day shall apply. If the Bank does notpublish the TTM rate for the relevant currency, the Contractor shall use the TTM rate publishedby a major bank in the United States. If no foreign exchange rate is available on the expendituredate, the Contractor shall apply the rate published on the invoice creation date, as provided bythe Bank, the Company’s approved TTM rate, or a major U.S. bank, if necessary.
3. Taxes and Duties1. The Contractor is responsible for paying all taxes applicable to its income, property, equipment,and services.
2. The rates or lump sum amounts specified in Appendix 1 exclude any taxes imposed on theContractor or its personnel by any government. These taxes may include, but are not limited to,corporate taxes, personal income taxes, payroll and social security taxes, sales taxes, andwithholding taxes. The Company agrees to cover any such tax assessments on behalf of theContractor. 44. Suspension of PerformanceThe Company may, at its sole discretion and at any time, temporarily suspend the performance ofall or part of the Services by providing notice to the Contractor. In such an event, upon requestby the Contractor, the Company shall consult with the Contractor to determine whether andhow the Contractor should be compensated for any damages, losses, or expenses incurred dueto the suspension. The Company and the Contractor may also discuss potential modifications tothe scope of the Services outlined in Appendix 1. 5. Use of Contractor’s Name and Logo1. The Company shall not use the Contractor’s name or logo for any purpose without theContractor’s prior written consent, which may be granted or withheld at the Contractor's solediscretion.
2. For the avoidance of any doubt, Article 5.1. includes, but is not limited to, references to theContractor in press releases, annual reports, and other publicly available documents.
6. Prohibition of Full DelegationThe Contractor shall not delegate or transfer the entirety of its responsibilities under thisAgreement to a third party. The Contractor must directly oversee and execute the agreed-uponservices and shall not fully subcontract or outsource its duties without the Company’s priorwritten approval. 7. Subcontracting of Services1. The Contractor may subcontract a portion of the Services to a third party, provided that suchsubcontracting does not include the planning, formulation of the entire business, or managementof core aspects of the Services Subcontracting is permitted only under the following conditions:1.1 The Contractor submits a list of proposed subcontractor to the Company, including theirname, address, contract amount, and other relevant details, using Form No.2.
1.2 The Company approves that Contractor’s request to subcontract a portion of the Servicesto the specified subcontractors.
2. In such cases, the Contractor remains fully responsible for the performance and quality of theServices provided by the subcontractors.
3. The Contractor shall enter into a subcontracting agreement with the subcontractor, ensuring thatits terms and conditions do not conflict with this Agreement.
4. The Contractor may appoint consultancy personnel to its team with the Company’s approval.
Such personnel shall not be considered subcontractors under Clauses 6 (Prohibition of FullDelegation) and 7 (Subcontracting of Services) in this agreement. 8. Confidentiality1. All information or data provided to the Contractor, or to which the Contractor is granted access,shall be treated as strictly confidential unless it is publicly available. The Contractor, including itsdirectors, officers, employees, subcontractors, and agents, shall not disclose such information toany third parties, except for Company employees or third parties whose access is necessary forthe performance of the Services.
2. The Company shall inform the Contractor if any information or data provided is original and shallconfirm that at least one (1) copy of such information is retained by the Company. 3. The Contractor shall ensure that any person or entity receiving confidential information is madeaware of and complies with the confidentiality obligations under this Agreement as though theywere a direct party to it. 4. The Contractor shall use confidential information exclusively for the performance of the Services5and shall not use it for any other purpose, whether commercial or otherwise, including in relationto buying or selling of stocks and shares.
5. Without the Company's prior agreement, the Contractor shall not use, reproduce, copy, disclose,share, or allow third parties to access any Company-related information concerning the Services,except as expressly permitted under this Agreement.
6. The Contractor shall not, unless otherwise agreed by the Company, make copies of anyconfidential information, or authorize others to do so, except for copies necessary for theperformance of the Services.
7. Without the Company’s prior written consent, the Contractor shall not engage in any discussionsregarding confidential information with any Company employee or third party connected to theCompany’s business unless such discussions are essential for the performance of the Services.
8. Upon completion of the Services, and upon written request from the Company, the Contractorshall return all confidential information and data provided by the Company at the Company’sexpense. The Contractor shall provide written confirmation of the return.
9. Notwithstanding the above, the Company acknowledges that the Services performed by theContractor shall be credited to the Contractor, and reports and documents prepared during theServices shall bear the Contractor's logo and address alongside the Company’s. However, suchreports and documents shall be presented as official Company materials.
10. All enhancements to the Contractor’s pre-existing intellectual property, including software andmethodologies, shall remain the property of the Contractor. The Contractor may disclose suchenhancements to the Company for its internal use. Any disclosure to third parties by the Companyshall require the Contractor’s prior written consent.
9. Insurances RequirementsThe Contractor shall, at its own expense, maintain all necessary insurance coverage for theduration of this Agreement. This includes, but is not limited to, Public Liability insurance andstatutory Workers’ Compensation insurance, ensuring comprehensive protection against itsliabilities.
10. Control of Property1 The Contractor shall manage the property acquired through the implementation of the Services( “Acquired Property”) with the diligence and care expected of a prudent manager, even after thecompletion of the Services. The Contractor shall dispose of the Acquired Property in accordancewith the Company’s instructions.
2 The Contractor shall maintain a written ledger documenting all Acquired Property and shallsubmit a written list of the Acquired Property along with the performance report after thecompletion of the Services. However, if the Company provides alternative instructions, theContractor shall comply accordingly.
11. Definition of Intellectual Property Rights1. The term “Intellectual Property Rights” as used in this Agreement shall mean the following:1.1 Patent rights, the right to obtain a patent registration, utility model rights, the right to obtaina utility model registration, design rights, the right to obtain a design registration, layout-design exploitation right of semiconductor integrated circuits, right to obtain a registrationof a layout-design exploitation rights of semiconductor integrated circuits, the right toobtain a registration for layout-design exploitation rights of semiconductor integratedcircuits, breeder's rights, the right to obtain a variety registration as stipulated in Article 3of the Plant Variety Protection and Seed Act (Law No. 83 of 1998), and equivalent rights ina foreign country (collectively, “Industrial Property Rights”);1.2 Copyright (including all rights stipulated in Articles 21 to 28 of the Copyright Law (Law No.
48 of 1970), as well as equivalent rights in foreign countries) (“Copyright”).
61.3 The right to use technical information that is proprietary and can be kept confidential(“Know-how”).
2. In this Agreement, “inventions, etc.,” shall refer to the following:(1) Inventions;(2) Ideas;(3) Designs and their creation;(4) Layout-designs of semiconductor integrated circuits and creation as stipulated in Article 2(2)of the Act on Layout-Design of Semiconductor Integrated Circuits (Law No. 43 of 1985) ;(5) Varieties and their breeding as stipulated in Section 2(2) of the Plant Variety Protection andSeed Act;(6) Copyrighted works and their creation; and(7) Know-how and proposals.
3. In this Agreement, “Exploitation” of Intellectual Property Rights shall refer to: The acts stipulatedin Article 2(3) of the Patent Act (Law No. 121 of 1959), Article 2(3) of the Utility Model Act (LawNo. 123 of 1959), Article 2(3) of the Design Act (Law No. 125 of 1959), Article 2(3) of the Act onLayout Design of Semiconductor Integrated Circuits, Article 2(5) of the Plant Variety Protectionand Seed Act, the acts of exploiting copyrighted works under all rights stipulated in Articles 21 to28 of the Copyright Law, and the acts of using Know-how.
12. Ownership of Intellectual Property Rights1. The Company will not acquire any intellectual property rights from the Contractor related to theresults of the Services if, on the execution date of this Agreement, the Contractor submits writtenconfirmation to the Company that it will comply with the following provisions:1.1 If any inventions, etc., arise from the results of the Services, the Contractor shall promptlyreport them to the Company in accordance with Article 14.
1.2 If METI determines that granting access to such intellectual property rights is necessary forthe public interest and submits a request stating the reasons, the Contractor shall grantMETI the right to use the intellectual property rights free of charge.
1.3 If an intellectual property right remains unexploited for a considerable period withoutjustifiable cause, and METI finds it necessary to promote its use and issues a request withreasons, the Contractor shall grant a designated third party the right to exploit theintellectual property right.
1.4 If the Contractor transfers intellectual property rights to a third party other than METI orgrants an exclusive license (including a provisional exclusive license) or exclusiveexploitation rights, or consents to the establishment or transfer of any right for exclusiveuse in Japan (“establishment, etc., of an exclusive license, etc.”), prior approval from METImust be obtained—except in the following cases:(a) Transfer of intellectual property rights or exclusive licenses to a subsidiary (as defined inArticle 2(iii) of the Companies Act) or a parent company (as defined in Article 2(iv) of theCompanies Act);(b) Transfer of intellectual property rights or exclusive licenses to an approved TechnologyLicensing Organization (TLO), including entities that have obtained approval for changesunder Article 5(1) or Article 11(1) of the Act on Promotion of Transfer of TechnologyResults at Universities, etc., to Private Business Operators (Law No. 52 of 1998);(c) Transfer of intellectual property rights or exclusive licenses to a union member by atechnology research union.
2. If the Contractor does not submit the required document as outlined in the preceding paragraph,METI shall acquire the intellectual property rights from the Contractor.
3. If METI determines that any provisions in Paragraph 1 have not been met despite the Contractor’ssubmission, and no justifiable grounds exist for non-compliance, the Contractor shall assign therelevant intellectual property right to METI free of charge.
713. Acts of Use of Results1. Notwithstanding Paragraph 1 of the preceding Article, the Contractor shall be deemed to havegranted METI the right to use and license to third parties any Copyrights pertaining to copyrightedworks delivered through the Services, to the extent necessary for METI’s exploitation of suchworks.
2. The Contractor shall not exercise the moral rights of the author concerning the use of thecopyrighted works by METI or any third party. Additionally, if the author of the copyrighted workis a person other than the Contractor, the Contractor shall take the necessary measures toprevent the author from exercising their moral rights.
3. When publicly disclosing copyrighted works resulting from the Services or any derivative worksthereof, the Contractor shall clearly indicate that the work originates from the Services.
13-2. Prevention of Unauthorized Leakage of the Result of the Services1. The Contractor shall take all necessary measures to prevent unauthorized leakage of the resultsof the Services to third parties, including, but not limited to, confidentiality agreements and post-retirement arrangements for its employees.
2. The Contractor shall promptly report to the Company any instance of unauthorized leakage ofthe results of the Services to a third party and shall take appropriate remedial action, includinglegal proceedings against the responsible party.
14. Report on Intellectual Property Rights1. The Contractor shall establish a policy regarding the acquisition, concealment, and publication ofinventions, etc., related to the results of the Services, and shall submit a written report of thispolicy to the Company. When the Contractor obtains an invention, etc., related to the results ofthe Services, it shall report the details, its intended treatment, and the reasons in writing to theCompany before filing an application or making the invention public.
2. The Contractor shall submit to the Company a written notice of application for industrialproperty rights within 60 days from the date of filing (or within 90 days for applications filed inforeign countries) if it has filed an application related to the results of the Services.
3. When filing a patent application, utility model registration, or design registration in Japan, theContractor shall state, in accordance with Article 23(6) of the Ordinance for Enforcement of thePatent Act, that the application pertains to the results of research commissioned by the nationalgovernment of Japan. The following is an example description to be included in the application:“Patent applications pertaining to the results of commissioned research by the nationalgovernment of Japan, etc. (Reiwa ** Fiscal Year, commissioned research by the Ministry of Economy,Trade and Industry, patent applications to which Article 17 of the Industrial TechnologyEnhancement Act (Law No. 44 of 2000) applies).”4. When the Contractor obtains registration of an industrial property right, it shall submit a writtennotice to the Company within 60 days from the date of registration (or within 90 days if registeredin a foreign country).
5. The Contractor shall submit to the Company a written notice of copyrighted work for any workprepared and delivered to the Company within 60 days after the delivery of the copyrighted work.
6. If the Contractor implements industrial property rights related to the results of the Services orgrants a license to a third party (excluding cases specified in Article 16(4)), it shall submit a writtennotice of industrial property right license to the Company within 60 days of the implementation(or within 90 days for foreign implementations).
7. Upon request from the Company, the Contractor shall provide a written report detailing theimplementation status and licensing of intellectual property rights other than industrial propertyrights related to the results of the Services.
815. Transfer of Intellectual Property Rights1. When transferring intellectual property rights related to the results of the Services to a thirdparty other than METI (except when transferring Copyrights to a publisher for publication of theresults, as specified in Article 22(3)), the Contractor shall ensure that the third party agrees notto interfere with the application of Articles 12 to 18.
2. Before making such a transfer, the Contractor shall submit a written application for approval toMETI through the Company and obtain METI’s prior approval. However, this requirement shallnot apply to transfers made through a merger or split or those falling under Paragraphs 1(4)(a)to (c) of Article 12.
3. If the third party receiving the intellectual property rights is a subsidiary or parent company ofthe Contractor (limited to cases where such an entity exists outside Japan), the Contractor shallnotify METI through the Company prior to the transfer and coordinate necessary arrangementsbetween METI and the Contractor.
4. Upon making the transfer, the Contractor shall submit a written notice of transfer to METIthrough the Company within 60 days (or within 90 days if the transfer occurs in a foreign country).
5. In cases where the Contractor has transferred intellectual property rights as described inParagraph 1, the recipient of the rights shall comply with the provisions of Article 12(1), Article12(3), and Articles 13 to 18 regarding intellectual property rights.
16. License of Intellectual Property Rights1. If the Contractor grants a license to a third party other than METI for intellectual property rightsrelated to the results of the Services, it shall ensure that the third party undertakes the license ina manner that does not impede the application of Articles 12, 13, this Article, and Article 18.
2. If the Contractor grants an exclusive license or similar rights to a third party other than METI forintellectual property rights related to the results of the Services, it shall submit a writtenapplication for approval to METI through the Company before establishing such a license andobtain METI’s prior approval. However, this requirement shall not apply to transfers made througha merger or company split or those falling under Paragraph 1(4)(a) to (c) of Article 12.
3. If the third party receiving the exclusive license or similar rights is a subsidiary or parent companyof the Contractor (limited to cases where such entities are located outside Japan), the Contractorshall notify METI prior to the transfer and coordinate necessary arrangements between METI andthe Contractor.
4. Once an exclusive license or similar rights have been established under Paragraph 2, theContractor shall submit a written notice of establishment to METI through the Company within60 days from the date of establishment (or within 90 days if established in a foreign country).
17. Waiver of Intellectual Property RightsIf the Contractor intends to waive its intellectual property rights related to the results of theServices, it shall submit a written notice of waiver to the Company before executing the waiver.
18. Designation of Know-How1. METI and the Contractor shall promptly designate Know-how related to the results of theServices through due consultation and submit it to METI via the Company.
2. The Contractor shall submit the designated Know-how separately from the report on the resultsof the Services, in accordance with METI's instructions.
3. When designating Know-how, the period during which it must remain confidential shall be clearlyindicated.
4. The confidentiality period established in the preceding paragraph shall be determined throughdiscussions between METI and the Contractor and shall, in principle, last five (5) years from theday following the completion of the Services. However, if necessary after the designation, this9period may be extended or shortened through further discussions between METI and theContractor. During the confidentiality period, METI shall not disclose or publish the Know-howto any third party without the Contractor's written consent, and likewise, the Contractor shallnot disclose or publish the Know-how to any third party without METI’s written consent.
5. Upon submission of Know-how by the Contractor pursuant to Paragraph 2, METI shall properlystore it in a secure location to prevent unauthorized access or leakage of confidential information.
19. Management of Intellectual Property Rights1. In cases falling under Article 12(2), the Contractor shall carry out the following procedures in thename of METI for inventions, etc., related to the results of the Services:1.1 For patent rights, utility model rights, design rights, or breeder's rights, the Contractor shallundertake the necessary procedures from the filing of the application until the registrationof the established right.
1.2 For layout-design exploitation rights of semiconductor integrated circuits, the Contractorshall complete the necessary procedures from the filing of the application until theregistration of the established right.
2. In the circumstances described in Paragraph 1, when the registration of industrial property rightspertaining to the results of the Services is completed in Japan (or, in the case of foreign industrialproperty rights, once the registration is completed in the respective foreign country), METI shallreimburse the Contractor for all expenses associated with filing, submitting applications forindustrial property rights, requesting examinations, and registering the industrial property rights.
20. Development of Provisions on Employee InventionsIn accordance with the Japanese version of the Bayh-Dole System (Article 17 of the IndustrialTechnology Enhancement Act), which stipulates that inventions, etc., resulting from this Agreementbelong to the Contractor as the entrusted party, the Contractor shall, if inventions, etc., areproduced by its employees or executives (“employees, etc.”) as a result of the commissioned workand such inventions arise from duties performed by the employees, etc., promptly enter into acontract with them or establish employment regulations to ensure that the intellectual propertyrights related to such inventions belong to the Contractor. However, this requirement shall not apply if the Contractor has already entered into an agreementwith its employees, etc., requiring them to transfer intellectual property rights to the Contractor,or if existing employment regulations already provide for such ownership, and these provisionsare applicable to the Services.
21. Use of Intellectual PropertyThe Contractor shall be fully responsible for the use of intellectual property rights or any otherrights belonging to third parties.
22. Reporting in the Event of a Merger, Company Split, or Acquisition1. If the Contractor undergoes a merger, company split or becomes a subsidiary of a third partyother than the Company (including cases where the Contractor’s parent company changes, asspecified in Paragraph 3(1)), it shall promptly report this to the Company.
2. In such cases, if METI determines that there is a risk that the results of the Services will not beeffectively utilized in business activities, from the perspective of contributing to the sounddevelopment of the national economy, the Contractor shall grant a license to a person designatedby METI to enforce the intellectual property rights related to the results of the Services.
3. When transferring intellectual property rights related to the results of the Services to a third partyother than METI, the Contractor shall ensure that the transferee complies with all of the followingprovisions:103.1 In the event of a merger, company split, or becoming a subsidiary of a third party other thanMETI, the Contractor shall promptly notify METI.
3.2 If METI determines, from the perspective of the sound development of the national economy,that there is a risk the results of the Services will not be effectively utilized in business activities,METI shall designate a party to enforce the intellectual property rights related to the resultsof the Services.
3.3 When transferring intellectual property rights to a third party, the Company shall require thetransferee to comply with all provisions of this paragraph.
23. Compliance with the Basic Policy on Intellectual Property Management1. The Contractor shall comply with the Basic Policy on Intellectual Property Management asestablished by METI.
2. On the date of execution of this Agreement, the Contractor shall prepare a written agreementdetailing the handling of intellectual property rights among all business participants—including theContractor, subcontractors, and sub-subcontractors—and submit it to METI through the Company.
However, if the Contractor is the sole participant in the project, preparing and submitting anotification of such an agreement shall not be required.
3. On the date of execution of this Agreement, the Contractor shall establish an Intellectual PropertyManagement Committee among business participants, develop operational rules for thecommittee—including deliberation processes, resolution methods, membership structure, andother governance matters—and submit a written notification to METI through the Company.
However, if the Contractor is the sole participant in the project, submitting a notice of theestablishment of the Intellectual Property Management Committee shall not be necessary.
24. Matters for CooperationThe Contractor shall cooperate with METI, at its own cost and expense, in the preparation ofmaterials, provision of information, responses to hearings, and attendance at committees relatedto the following:(1) Surveys on the status of intellectual property rights usage,(2) Interim evaluations,(3) Evaluations conducted upon completion,(4) Follow-up evaluations, and(5) Follow-up surveys of intellectual property rights.
24-2. On-site Inspections1. If the Company determines that an investigation is necessary to assess the implementation of theServices and determine the amount to be paid, it may require the Contractor or its officials toexamine records, books, and other relevant materials related to the Services, as well as questionrelevant individuals at the Contractor's offices, workplaces, or other locations.
2. If deemed necessary to ensure the proper performance of this Agreement, the Company may, inaddition to conducting on-site inspections as outlined in the previous paragraph, perform on-siteinspections of business participants in the presence of the Contractor. In such cases, theContractor shall take all necessary measures to ensure that project participants consent to theCompany’s inspections. 25. Proprietary Rights of Intellectual Property1. All intellectual property rights related to the Deliverables specified in Appendix 1, as well as anyintellectual property rights acquired or developed in connection with or as a result of the Services,shall be owned by the Company. The Contractor agrees to waive and not exercise any moralrights of the author it may hold and shall ensure that no other person exercises such rights over11any document or material submitted to the Company.
2. The Contractor warrants that the provision of Services, including the Company’s receipt and useof Deliverables, does not infringe or violate any third party’s rights, including copyrights and otherintellectual property rights.
3. If a claim or lawsuit is brought against the Company alleging that the Services, including the use ofDeliverables, infringe upon a third party’s intellectual property rights, the Contractor shall take allnecessary steps as reasonably requested by the Company to support its defense. Additionally, theContractor shall indemnify the Company against any and all damages arising from such claims orlawsuits.
26. Information Security1. The Contractor shall submit all required information, documents, and compliance materialsrelated to the information security system, including the provisions outlined in Articles 26(2) to26(11), 27, and 27-2, using Form No. 3. This submission shall occur after presenting the materialsto the Company and obtaining its approval, promptly following the execution of this Agreement.
However, if the information security system has already been submitted and approved before theAgreement’s execution, this requirement shall not apply. The Contractor shall periodically reportin writing to the Company on the implementation status of security measures. Any changes tothese must be submitted to the Company for prior consent. If the Company and the Contractoridentify inadequacies through discussions, the Contractor shall promptly consult with theCompany and take necessary corrective measures.
2. The Contractor shall implement security measures to mitigate vulnerabilities in software,computers, and other systems used for the Services. These measures shall include protectionsagainst unauthorized programs, service attacks, targeted attacks, access control violations, andinformation leakage. Additionally, the Contractor shall provide information security training toemployees involved in the Services throughout the term of the Agreement.
3. The Contractor shall exercise caution in handling information obtained during the implementationof the Services, including reproducing such information on paper or electronic media. Priorapproval from the Company is required before transferring information onto METI computers orother reproduction-enabled equipment. Even in such cases, Contractor shall not reproduceinformation without the Company’s explicit permission. After completing work, Contractor shallverify the deletion of all transferred information in a manner that allows the Company to confirmits removal.
4. The Contractor shall not reproduce any Service-related information (on paper or electronicmedia) outside METI without the Company’s permission. Upon completion of the Services,Contractor shall verify that all reproduced information has been erased from any device, allowingthe Company to confirm compliance.
5. If the Contractor terminates or cancels the Services, all information obtained duringimplementation—including paper or electronic reproductions—must be returned, destroyed, orerased. In doing so, the Contractor shall ensure confirmation by the Company.
6. The Contractor shall not disclose or repurpose METI’s confidential business information gainedthrough the Services, both during and after the term of this Agreement. If the Contractor mustshare METI or Company-related information with external parties, it shall assess the risks ofimproper handling and obtain prior approval from the Company. Additionally, the Contractor shallspecify precautions required for information handling.
7. The Contractor shall submit a security action plan to the Company outlining steps to be taken incase of an information security breach or suspected breach. If an employee identifies a securityrisk, they shall immediately report the issue to the Company and follow instructions afterdiscussions regarding investigations and corrective actions.
8. To ensure comprehensive information security compliance, the Contractor shall adhere to theCommon Standards for Cybersecurity Measures for Government Agencies and Related Agencies,etc. (Fiscal Year 2023 edition), METI’s Information Safety Control Regulations (2006/03/22 shi No.
1), and METI’s Information Safety Control Standards (2006/03/24 shi No. 1) (collectively, the12“Standards”).
9. The Contractor shall undergo information security audits, management audits, or penetrationtests conducted by METI or the National Center of Incident Readiness and Strategy forCybersecurity and respond to any issues identified.
10. The Contractor shall limit the number of personnel involved in the Services. Furthermore, theContractor shall submit details regarding its directors, capital-related matters, the location ofService execution, personnel affiliations, expertise (including information security qualificationsand training), past performance, and nationality to the Company. If employees change during theServices, the Contractor must update and resubmit personnel information in advance.
27. Establishment and Operation of Secured Information Systems (IncludingExternal Websites)1. If the Contractor operates a server or similar infrastructure, it shall collect vulnerabilityinformation on software, including the operating system (OS) and middleware. The Contractorshall promptly apply critical security updates, considering the business impact, when such updatesare released. If constructing a website, the Contractor shall conduct platform diagnostics—including port scanning and vulnerability assessments—at least once annually during operationsand before launching the website. If vulnerabilities are detected, the Contractor shall takeappropriate remedial measures.
2. When establishing or operating a website, the Contractor shall implement secure encryptionmeasures such as Transport Layer Security (TLS) (formerly SSL) to prevent data interception ortampering during Internet communications. Additionally, the Contractor shall ensure users canverify that the website belongs to a legitimate entity. The Contractor shall only use digitalcertificates issued by recognized certification authorities to verify the server's authenticity withoutrequiring users to install root certificates manually.
3. If constructing or modifying a website, the Contractor shall adhere to the latest "How to Createa Secure Website" guidelines ("Creation Methods") published by the Information-technologyPromotion Agency (IPA). Prior to launching or modifying web applications—or upon detectingnew cybersecurity threats—the Contractor shall conduct a vulnerability assessment (webapplication security audit) as outlined in the Creation Methods. If vulnerabilities are identified, theContractor shall implement necessary security measures and submit a compliance checklist tothe Company. If the Company issues instructions based on the checklist review, the Contractorshall comply accordingly.
4. When establishing or operating systems—including websites or electronic mail transmissionsystems—the Contractor shall exclusively use the ".go.jp" domain name, which verifies the systembelongs to an official governmental entity. 27-2. Information Security Measures for Information Systems1. The Contractor shall implement the following security measures throughout the lifecycle ofinformation systems, including their design, construction, operation, maintenance, and disposal, aswell as during the procurement and manufacturing of hardware and software (e.g., computers,embedded systems, communication line devices, and electromagnetic recording media):1.1 The Contractor shall ensure that all processes are managed under a comprehensive qualityassurance system, preventing unintended modifications and unauthorized access to METI’sconfidential information. Furthermore, the Contractor shall submit documentation verifyingthe control procedures and quality assurance system.
1.2 If irregularities such as unintended changes are detected in information systems or relatedequipment, the Contractor shall cooperate with METI to conduct investigations andcorrective measures, including follow-up assessments and on-site inspections. Additionally,the Contractor shall provide documentation proving the appropriateness of theseprocedures.
1.3 The Contractor shall install anti-malware software with capabilities to detect both known13and unknown malware and prevent its execution. Additionally, the Contractor shallimplement the following security measures:(a) Ensure the anti-malware software remains continuously updated by configuring automaticupdates.
(b) If the anti-malware software relies on definition files, configure the system to keep thesefiles updated at all times.
(c) Restrict administrative privileges for modifying anti-malware settings—only the systemadministrator shall have authority to make changes, and such authority shall not be grantedto system users.
(d) Configure the anti-malware software to conduct regular and automated scans of all filesto detect potential threats.
(e) Consider deploying Endpoint Detection and Response (EDR) software to monitorterminal and server activities, detect potential security threats, and promptly isolate anycompromised devices from the network.
1.4 The Contractor shall promptly report to the Company any changes made to theinformation system resulting from the implementation of information security measures.
Additionally, when transferring the system from the construction phase to the operationand maintenance phase, or to other business entities, the Contractor shall ensure that allnecessary security measures are included in the transferred items.
1.5 The Contractor shall not use software that is unsupported, has expired support, or isscheduled to expire during the term of the outsourced services. Likewise, the Contractorshall not assume reliance on such software for any operations. Furthermore, the Contractorshall:(a) Maintain a control ledger documenting the software name, version, and installationlocation.
(b) Collect information on software vulnerabilities, including expiration dates, and providethis data to the Company.
(c) Develop a vulnerability mitigation plan upon obtaining relevant security information andimplement necessary countermeasures only after receiving confirmation from theCompany.
1.6 If the information system includes email transmission and reception functions, theContractor shall implement the following security measures:(a) Prevent email spoofing by configuring Sender Policy Framework (SPF).
(b) Ensure secure email communication between servers using SMTP with TLS (SSL).
(c) Implement encryption and digital signature measures such as S/MIME to enhance security. 2. If the Contractor utilizes cloud services provided by private entities for an unspecified number ofusers—where access is granted solely through acceptance of standardized terms and conditions—the Contractor shall not use such services for handling confidential information. The Contractorshall adhere to the Standards, including implementing measures against unauthorized access asstipulated therein. When procuring cloud services for handling confidential information inperforming the Services, the Contractor shall, in principle, select services from the “ISMAP CloudService List”1 or the “ISMAP-LIU Cloud Service List” under the Information system SecurityManagement and Assessment Program (ISMAP). If no suitable cloud services are available fromthese lists, the Contractor shall either use cloud services provided by the Company or obtainprior written approval from the Company by submitting an application for authorization to usecloud services outside the ISMAP-approved lists. Before utilizing cloud services, the Contractorshall:(1) Assess the risks associated with their use based on the service conditions;(2) Confirm that the identified risks are acceptable;(3) Obtain approval from the Company before proceeding;(4) Specify precautionary measures for secure usage;(5) Monitor and manage the usage of such services.
1Notes: ISMAP Cloud Service List: https://www.ismap.go.jp/csm?id=cloud_service_list143. When the Contractor procures services for developing websites or application content (a genericterm including application programs and web content), it shall implement the following measuresto ensure users’ information security is not compromised:3.1. The Contractor shall ensure that all websites and application content provided are free ofmalware by implementing the following security protocols:(a) Prior to deployment, all websites and application content shall be scanned using anti-malware software to confirm the absence of malware.
(b) Application programs shall be thoroughly reviewed to ensure they do not contain anyprogram code that violates application specifications.
(c) The HTML source code of the website or application content shall be inspected toconfirm that it does not include functions that automatically access external serversoutside METI in violation of specified security protocols.
3.2. The Contractor shall ensure that websites and application content do not contain securityvulnerabilities that could compromise user data or system integrity.
3.3. Content shall not be provided in an executable program format unless no other feasiblemethod of delivery exists.
3.4. Whenever applicable, the Contractor shall ensure that website or application content canbe verified as genuine and free from tampering using methods such as digital certificatesignatures. If the Government Public Key Infrastructure (GPKI) is available, digital certificatesissued by GPKI shall be used to sign the website or application content.
3.5. The Contractor shall define a deployment method for websites and application contentthat does not require users to modify settings in a manner that lowers their securityposture, such as forcing them to use outdated or vulnerable operating systems and software. 3.6. The Contractor shall ensure that websites and application content do not include functionsthat automatically generate access outside METI or transmit users’ personal information tothird parties without consent. If such functions are necessary for system operations, theContractor shall first verify that external access complies with information security bestpractices. Additionally, the Contractor shall prominently disclose details on automaticaccess, data sharing with third parties, instructions for disabling such access, and otherprivacy-related matters in the privacy policy posted by the Company.
28. Personal information1. The Contractor shall handle Personal Information (as defined in Article 2, Paragraphs 1 and 2 ofthe Personal Information Protection Act (Law No. 57 of 2003; the “Personal InformationProtection Act”)), as well as Pseudonymized Information, etc., of Administrative Organizations (asprescribed in Article 121 of the Personal Information Protection Act) (“Personal Information,etc.”), with the due care of a good manager and in good faith.
2. If the Contractor subcontracts the handling of personal information to a third party, it must obtainprior approval from the Company. The Contractor shall require the third party to implement thesame security and data protection measures mandated by the Company to ensure propermanagement of Personal Information, etc. Additionally, the Contractor shall enter into a formalwritten agreement with the third party, requiring compliance with these measures. Thisrequirement applies to any changes in the initially approved third party, as well as any subsequentre-entrustment by an approved third party. In cases where an approved third party furthersubcontracts the handling of Personal Information, etc., the same approval and complianceobligations shall apply. Any third party engaged through initial or subsequent re-entrustment underthis provision shall be referred to as the "Re-entrusted Party."3. When the Contractor intends to obtain approval as set forth in the preceding paragraph, it shallsubmit a written application to the Company in advance, detailing the proposed re-entrustmentof business activities involving the handling of Personal Information, etc. The Company reservesthe right to impose conditions on its approval as it deems necessary.
4. The Contractor shall not conduct any of the acts listed below unless explicitly authorized inwriting by the Company:154.1 Providing Personal Information, etc., deposited by the Company to a third party (excludingan approved Re-entrusted Party that has agreed to the document set forth in the precedingparagraph) or disclosing its contents.
4.2 Using, duplicating, or altering Personal Information, etc., beyond the scope of the purposeof use specified by the Company (or the purpose of this Agreement, unless otherwiseexpressly stated).
4.3 Utilizing personal information collected or created by the Contractor in connection withthe Services for any purpose beyond the scope authorized by the Company (or the purposeof this Agreement, if not otherwise expressly stated).
5. When handling Personal Information, etc., in the Services, the Contractor shall submitdocumentation to the Company specifying necessary information, including:(1) The control system and implementation framework of the designated responsible personsand business operators.
(2) Inspection procedures for managing Personal Information, etc., ensuring compliance andoversight.
(3) Measures for proper management of Personal Information, etc., including safeguards againstleakage, loss, or damage.
(4) Compliance reports detailing the handling of Personal Information, etc., by subcontractors,including subcontractors. 6. The Company may, when necessary, conduct investigations to verify proper management ofPersonal Information, etc., at the Contractor's offices, workplaces, or any relevant sites, includingthose of any Re-entrusted Party. If deficiencies are identified, the Company may issue correctiveinstructions, which the Contractor must implement.
7. Upon completion of the contract work related to the Services or upon termination of thisAgreement, the Contractor shall promptly return or securely destroy all paper and electronicmedia containing Personal Information, etc., deposited by the Company, including copies thereof.
Such destruction shall be carried out through secure methods, including shredding, melting, orburning. The Contractor shall submit a written return or disposal report to the Company unlessotherwise instructed.
8. If the Contractor becomes aware of any security incident involving leakage, loss, damage,unauthorized use, or any other violation concerning Personal Information, etc., deposited by theCompany, it shall immediately:(1) Take necessary containment measures to prevent further damage at its own cost andresponsibility.
(2) Report to the Company the nature of the violation, scope of any damage, recovery measures,and any responses issued to affected individuals.
(3) Comply with all additional reporting and corrective instructions provided by the Company.
9. In addition to handling Personal Information, etc., deposited by the Company, the Contractor shallmanage all personal data collected or created in connection with the Services in strict compliancewith the Personal Information Protection Act. The Contractor shall also adhere to any additionalinstructions issued by the Company regarding such personal data.
10. In the event of a personal data security breach—including leakage, loss, damage, or unauthorizeduse—attributable to the Contractor or a Re-entrusted Party, the Contractor shall be fully liablefor compensating the Company and any affected third parties for all resulting damages. Theprovisions of this Agreement, which stipulate obligations related to damage compensation, shallnot limit or exclude the Contractor’s responsibility for violations of other contractual provisions,including breaches committed by a Re-entrusted Party.
11. The obligations contained in this article shall remain in effect even after the completion of theServices or termination of this Agreement, ensuring continued protection of Personal Information,etc., entrusted to or acquired by the Contractor or any Re-entrusted Party in connection withthis Agreement or related re-entrusted operations.
29. Liabilities and Indemnities161. The Contractor shall indemnify, defend, and hold harmless the Company from and against anyclaim, demand, loss, damage, or expense arising out of or in connection with the performance ofthe Services, where such claim, demand, loss, damage, or expense relates to:1.1 Loss or damage to the property of the Contractor. 1.2 Personal injury, including fatal injury and/or disease to the Contractor’s personnel, howevercaused, arising in connection with the performance of the Services. Provided that the indemnity shall be reduced to the extent that such personal injury (includingdeath or disease), or loss of, or damage to, property was caused by the negligence, breach ofstatutory duty, or breach of this Agreement by the Company, its employees, servants, or agents.
2 Notwithstanding anything to the contrary expressed herein, the Company shall indemnify andkeep indemnified the Contractor, its directors, and consultants in respect of any claim, action, loss,damage, cost, or expense arising out of:2.1 damage to or loss of any reservoir or production formation2.2 injury to, destruction of, loss or impairment of any property right in or to oil, gas or othermineral substance or water2.3 damage to or loss of any well or hole.
2.4 pollution due to blow-out or loss of control (including control and removal of the pollutantinvolved).
2.5 costs and expenses of killing or bringing under control any wild well, including the cost ofremoval of debris caused by such wild well.
2.6 loss or damage to drilling tools in the hole or in the drill string below the rotary table.
3 Subject to the express provisions of this Agreement, the Company and the Contractor agree thatthey shall not, under any circumstances, be liable to one another for consequential damages,including but not limited to indirect losses and loss of revenue, profit, or anticipated profits,whether or not due in whole or in part to the negligence or breach of duty (statutory orotherwise) of the other Party.
4 For the purposes of this Article (Article 29), the benefit of any indemnity granted in favor of eitherthe Company or the Contractor shall extend to their respective consultants, subcontractors, jointventure partners, associates, affiliates, and agents. Either Party shall have the right to initiateproceedings in its own name to enforce indemnities granted to any of the aforementioned personsor entities. The indemnities set forth in Articles 29.1 through 29.5 shall survive the termination ofthis Agreement.
5 Notwithstanding any provision to the contrary in this Agreement, the Contractor's liability inconnection with this Agreement, whether arising in contract, tort, negligence, breach of statutoryduty, or otherwise (excluding liability for personal injury or death), shall not exceed an amountequal to 100% of the total fees payable to the Contractor under this Agreement.
30. Health, Safety & Environment (HSE)The Contractor is committed to adhering to established industry standards and makingreasonable efforts to provide and maintain a healthy, safe, and environmentally responsible workingenvironment for its personnel, while ensuring the same standards are applied on behalf of theCompany. Accordingly, the Contractor requires the Company's agreement to:(1) Comply with all relevant obligations under the Occupational Safety and Health Act, applicableregulations, and approved Codes of Practice.
(2) Take all reasonably practicable measures to eliminate hazards and control risks to health andsafety at the Company's office or any designated location for the Services (excludingContractor offices) where the Services are performed ("Workplace").
(3) Promptly notify the Contractor of any fundamental changes to the Workplace, work practices,procedures, plant, equipment, or substances that could impact the safety and health of theContractor's personnel.
(4) Provide prior notification to the Contractor regarding any fundamental changes to theServices or Workplace.
(5) Ensure that the Contractor’s personnel receive specific information, instruction, and training17necessary for them to safely perform the Services and manage Workplace safety.
In the absence of guidance from the Company on these matters, the Contractor’s standard safetyprocedures shall apply.
31. Emergency Response / Evacuation1 To the extent practicable, the Company shall integrate the Contractor’s personnel into itsEmergency Response and Evacuation plans. The Company shall provide briefings to theContractor’s employees regarding their specific responsibilities, key contacts, and requiredcompliance measures to align with the Company’s emergency protocols.
2 The Company shall reimburse the Contractor for all reasonable and necessary costs incurred inmaintaining the continuity of Services and/or evacuating the Contractor’s employees, as deemedappropriate by both the Company and the Contractor. Such reimbursement shall also cover costsassociated with evacuation directives issued by other relevant authorities, including Embassies,National, Regional, or Local Governments.
32. WaiverThe rights and remedies of either Party shall remain unaffected by any failure or delay in exercisingany right or remedy, or by any indulgence granted by such Party, unless expressly waived orreleased in writing. Any such waiver or release shall be limited in scope and shall not prejudice orimpair any other rights or remedies of that Party.
Furthermore, no single or partial exercise of any right or remedy by either Party shall restrict,prevent, or otherwise limit any future or further exercise of that right or remedy, nor shall itpreclude the exercise of any other rights or remedies available to that Party.
33. Force MajeureThe Parties shall not be liable for any default or delay in performance arising from Force Majeure.
For the purposes of this Agreement, "Force Majeure" shall refer to any events or circumstancesbeyond the reasonable control of either Party. Such events or circumstances shall include, but arenot limited to: Natural disasters, including earthquakes, cyclones, fires, storms, tidal waves, floods, or othercatastrophic events.
Acts of war, terrorism, riot, civil war, blockade, insurrection, or civil disturbance.
Strikes or labor disputes occurring at a national level, excluding any strike or dispute that isspecific to the performance of the Services.
34. Handling Overpayments1. If the Company identifies that an overpayment of the contract amount has occurred due to theintentional actions or gross negligence of the Contractor, it may conduct an investigation byrequesting the Contractor to provide an explanation and submit relevant materials.
2. Based on the findings of the investigation conducted in accordance with the preceding paragraph,if the Company determines that the overpayment resulted from the intentional actions or grossnegligence of the Contractor, the Contractor shall submit an amendment achievement report onthe Services to the Company by the deadline specified by the Company.
3. If deemed necessary, the Company may require the Contractor to promptly return the amountof the overpayment determined to be excessive, based on the results of the investigationconducted under Paragraph 1 and the revised achievement report submitted in accordance withthe preceding paragraph. In such cases, the Company may impose interest on the overpaid amountat a rate of 3% per annum, calculated from the day following the date on which the Contractorreceived the overpayment until the date on which the full amount is refunded.
1835. Termination of Subcontract Agreements1. The Contractor shall immediately terminate any subcontract agreements with subcontractors andre-commissioned parties, including all subsequent subcontractors engaged after re-commissioning,as well as any third parties with whom the Contractor, subcontractor, or re-commissioned partieshave entered into individual contracts under this Agreement, if such subcontractor or third partyis determined to be subject to cancellation under the criteria outlined in the preceding article.
The Contractor shall also ensure that the subcontractor cancels the contract as required.
2. The Company reserves the right to terminate this Agreement if the Contractor knowingly entersinto or approves a contract with a subcontractor or third party who is subject to cancellation.
Furthermore, if the Contractor fails to cancel such a contract or neglects to take measures toenforce cancellation without justifiable grounds, the Company may exercise its right to terminatethis Agreement.
36. TerminationThe Company shall have the right to terminate this Agreement at any time by providing theContractor with ten (10) working days' written notice specifying the effective date of terminationif it differs from the date of the notice. Upon termination, the Contractor shall immediately ceaseperforming the Services and shall only undertake work necessary to preserve and protect thecompleted Services until the handover to the Company is finalized.
The Contractor shall have the right to terminate this Agreement by providing notice to theCompany in the event of a material breach of this Agreement, insolvency of the Company, or aninability of the Company to pay its debts as they become due. Such notice shall specify the effectivedate of termination if different from the date of the notice.
Upon termination, all data, plans, specifications, reports, estimates, summaries, completed Services,and ongoing work related to the Services—as well as any accumulated materials and informationgenerated by the Contractor, its employees, or consultants—shall, as determined by the Company,become its property and be delivered accordingly.
If the Company exercises its termination rights under the Agreement, it shall compensate theContractor for all amounts payable in accordance with the Agreement for Services actuallyperformed prior to the effective termination date. Additionally, payment shall include anynecessary work undertaken to preserve and protect the completed Services until the handoverto the Company is finalized. The amount due shall be determined in accordance with this articleand other relevant payment provisions of this Agreement.
37. Dispute ResolutionThe Contractor and the Company agree to make all reasonable efforts to avoid disputes and toresolve any differences amicably before initiating formal dispute resolution procedures.
If a dispute arises that cannot be promptly or easily resolved, the party seeking resolution mustformally notify the other party of the existence and nature of the dispute. Upon receiving suchnotification, both parties shall either meet or arrange a telephone conference call or videoconference within an agreed timeframe, but no later than seven (7) days from the notification date,to negotiate a resolution.
If the dispute remains unresolved within a reasonable timeframe after such negotiations, eitherparty may escalate the matter to arbitration.
Subject to the foregoing provisions, any legal action arising out of or related to this Agreementmay be initiated by either party before the Tokyo District Court, to which both Parties expresslysubmit jurisdiction.
Despite the existence of a dispute, both the Contractor and the Company shall continue to fulfilltheir obligations under this Agreement.
1938. TransferThis Agreement is personal to the Contractor, and the Contractor shall not assign or transfer anyrights or obligations under this Agreement, including any subcontracting rights, to any other partywithout the prior written consent of the Company.
The Company may assign this Agreement to any of its affiliates without requiring prior approvalfrom the Contractor. However, if the Company wishes to assign this Agreement to a third partythat is not an affiliate, it must first obtain the Contractor’s prior written consent.
39. Compliance with Applicable Laws1. The Contractor warrants full compliance with all applicable laws and regulations of Japan inconnection with this Agreement, including but not limited to those specified below. If theContractor violates any of Articles 39.1(1)-(4), the Company may impose a penalty withoutrequiring proof of damages. The penalty shall be 10% of the total contract amount, payable uponthe Company's request by the due date specified. The Contractor’s warranty obligations shallsurvive the expiration of this Agreement. (1) All antimonopoly and antitrust laws, regulations, and rules of Japan. (2) All export control laws, regulations, and rules of Japan. (3) All anti-corruption laws, including those addressing bid rigging and bribery in Japan. (4) All laws related to criminal organizations or enterprises. The Contractor further warrantsthat it has no affiliations with illegal entities, such as organized crime groups, gangs, or theMafia.
2. If the Contractor violates any of Articles 39.1(1)-(4), the Company may terminate this Agreementimmediately without prior notice.
3. If the Company terminates this Agreement under Articles 39.1(1)-(4), the Contractor shall berequired to compensate the Company for any damages incurred.
4. The Contractor cannot claim exemption from the penalty imposed under Article 39.1 on thebasis of fulfilling contractual obligations.
5. If the Contractor fails to pay the penalty by the due date, it must also pay delay interest at anannual rate of 3%, calculated from the day following the due date until full payment is made.
6. If the actual damages suffered by the Company exceed the penalty amount specified in Article39.1, the Company reserves the right to claim the excess amount from the Contractor.
7. In cases where the Contractor is a trade association that has been dissolved, the Company mayseek penalty payment from the former representative or any former members. These individualsshall be jointly and severally liable for the payment.
8. Upon learning of any violation of Articles 39.1(1)-(4), the Contractor must promptly notify theCompany and submit all relevant materials.
40. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of Japan. Anydisputes arising from or related to this Agreement shall be subject to the exclusive jurisdiction ofthe courts of Japan.
41. LanguagesThis Agreement shall be executed in the English language. In the event of any discrepancy betweenthis Agreement and a translation into another language, the original English text shall prevail.
42. NoticesAll notices, reports, requests, invoices, and demands under this Agreement shall be in writing and20delivered by hand, mail, facsimile, or email to the Company or the Contractor at the addressesprovided. Any changes to such information must be communicated in writing.
Company ContractorJapan Organization for Metals and EnergySecurity (JOGMEC)XXXXXX (XXXX)10-1, Toranomon 2-chome,Minato-ku, Tokyo,105-0001, Japan.
Tel: +81-50-2027-0144 Tel: +Email: yamane-norihito@jogmec.go.jp Email:Attn: Mr. Norihito Yamane, Director Attn:21IN WITNESS WHEREOF each Party has caused this Agreement to be signed by its duly authorisedsignatory as of the date first above written.
For and on behalf of For and on behalf ofJapan Organization for Metals and EnergySecurity (JOGMEC)XXXXXXSignature: Signature:Name:MORI HiroyukiName:Company Position:Executive Vice President, Member of the Board,Energy BusinessCompany Position:Date: XX XXXX, 2026 Date:22Form No. 1Date:To: Executive Vice PresidentJapan Organization for Metals and Energy SecurityFrom: (Signature)[name and title of signer][ ]Performance Report for “********************” for Fiscal Year 2026In accordance with Clause 2.2 of the Contracted Service Agreement, we hereby submit thePerformance Report for "********************" pertaining to Fiscal Year 20261. Contract Amount:2. Date of Execution of the Contracted Service Agreement:3. Overview of the Contracted Service performed:4. Expenses incurred for the Contracted Service(1) Actual expenses(2) Expenditure breakdown (as in Form 1-1 attachment)23【機2】(Form 1-1 attachment)Expenditure Breakdown(Example)(Unit: US$)Items (A)Budget(B)Consultation(C)1st trip(D)2nd trip(E)=(B)+(C)+(D)Sum(F)=(E)-(A)BalancePersonnel ExpensesOperating Expenses(1)(2)(3)(4)Total (Tax included)24【機2】Form No. 2Date:To: Executive Vice PresidentJapan Organization for Metals and Energy SecurityFrom: (Signature)[name and title of signer][ ]List of Subcontractors (Planned/Actual)(under the provisions of Agreement, Clause 7.1)ExampleName ofSubcontractor*Address ofsubcontractorAmount of Agreement (Plan)Amount paid (Result)Summary of theserviceABCDEF* enter “TBD” if not decided when planningSubcontractor ASubcontractor BSubcontractor CSecondSubcontractor DSecondSubcontractor EThirdSubcontractor F25【機2】Form No. 3List of information handlers and information management system structure① List of persons handling information(Example)Name*4 PositionInformation securitymanager*1AInformation handlingmanager*2BPersons in charge*3CDSubcontractor E*1: The individual with overall responsibility for overseeing information security and management.
*2: Personnel who do not primarily manage confidential information but oversee project execution andmay have access to sensitive data.
*3: Individuals authorized to handle confidential information in the course of project execution.
*4: Additional personal details, such as nationality and passport number, will be provided upon requestfrom JOGMEC.
② Information management system structure(Example)26【機2】Appendix 1 – Description of the Services & RatesRates27【機2】Description of Services:28【機2】Appendix 2 – Personnel list
1Work Specifications22nd December, 2025Domestic Exploration DivisionExploration DepartmentJapan Organization for Metals and Energy SecurityAll information described herein shall be the exclusive and confidential property of Japan Organization forMetals and Energy Security (JOGMEC). You shall not make any use of information received fromJOGMEC other than for the purposes of preparing the technical and commercial proposal.
Contractors shall provide all personnel, equipment, services as required and any other duties deemednecessary for contractors to carry out the following “work specifications”.
1. Title of the workOnboard JOGMEC Representative for 2D/3D Marine Seismic Survey Offshore Japan in FY2025/20262. ObjectiveAs a part of national project for oil and gas prospecting, Japan Organization for Metals and EnergySecurity (“JOGMEC”) is conducting the geophysical survey utilizing the 3D seismic survey vessel“Tansa”, owned by JOGMEC, under the technical and operational services by Ocean Geo-FrontierCo., Ltd. (“OGF”) which is a joint venture company registered in Japan. This national project aims topromote oil and gas exploration in the offshore Japan.
JOGMEC is willing to assign onboard client representatives, who possess advanced technicalknowledge and suitable professional skills, on the 3D seismic survey programs to acquire high qualitydata in the safest and the most efficient manner.
3. Scope of WorkOnboard(1) Progress Management and Policy Making Represent JOGMEC in project related technical matters.
Review project plans and provide recommendations if any room for improvement.
Mentoring and advising JOGMEC personnel onboard, as required.
Participating daily meetings with the onboard Party Chief to agree on overall activitiesincluding utilization of vessel time, survey planning, and volume data acquired.
Attending meetings (e.g., daily meetings, toolbox meetings, operational meetings, safetymeetings)2 Timely advice to JOGMEC of all information pertinent to the survey.
(2) Quality Control Ensuring that the technical specifications shall be met, the data quality be up to JOGMEC’srequirement. Identifying out-of-spec issues in real-time such as bad shots, dead or weak channels, sourceair leakages, misfires, low S/N, strong noises, etc.
Provide, and utilize quality control and verification software to assess the performance ofacquisition and positioning systems.
Check any logs (e.g., Navigation log, Seismic log, EOL log) as soon as logs are prepared byTansa. If there are any deficiencies, timely advise the responsible chiefs and/or staffs to revisethe logs.
Verify that the equipment tests (e.g., hydrophone tap test, solenoid test, and FLQC) requiredat the start of the project are properly conducted and review the results.
(3) HSE and Compliance Ensuring that working practices on the vessel are in strict accordance with the internationalregulations, the Safety Management Systems, and the fishery agreements (when applicable).
Review HSE Compliance against OGF IMS, as well as regulatory and industry standards.
Attending drill and training (e.g., Fire drill, MOB training).
Ensure compliance with SOLAS requirements including drill schedule adherence andcomment on the quality of drills conducted and crew engagement.
Ensure or comment on the timely follow up, root cause analysis and closing of internal auditfindings.
Monitor OGF and subcontractors for contractual compliance concerning personnel,equipment, expendables, logistical supplies, and quality of equipment.
Monitor stress/fatigue levels of the crews associated with physical activities such as streamerdeployment/recovery, equipment maintenance, and shooting. Assess the staffing levelthrough a comparison with other vessels and suggest JOGMEC and/or OGF a plan forstaffing optimization.
(4) Technical assessment Assess OGF technical procedures and processes.
Assess the technical integrity of seismic data.
Assess the technical integrity of the navigation data.
Review JOGMEC’s current onboard QC criteria (technical specifications).
Determine the priority of items on QC checklist shared by JOGMEC.
Assess the efficiency of entire operation and advise JOGMEC and/or OGF any feasible plansto improve the acquisition efficiency. For example: (1) check the procedure of thedeployment and advise any unnecessary steps. (2) Review the weather standby decisions andsuggest specific measures to reduce weather standby.
3 Provide JOGMEC and/or OGF any ideas to reduce technical downtime.
Check the stock of device spares and recommend the optimal number of spares to JOGMECand OGF for the project.
(5) Commercial feasibility assessment Review/advise on the activity category assuming that Tansa engages in commercial activities.
Tansa is currently pursuing a government project and is not currently involved in commercialactivities but aims to operate commercially in a few years. Advise JOGMEC onboard personnel on the operation of the vessel in a commercial manner.
Provide recommendations if any room for improvement on Tansa’s activity forcommercialization.
(6) Reporting Daily status report, in an electronic format acceptable to JOGMEC, shall be forwarded toJOGMEC by 9:00 a.m. (Japanese Time) each day (including weekends and holidays).
Weekly status report shall be forwarded to JOGMEC every Monday morning. Thedaily/weekly status report shall reflect all aspects of seismic quality control and HSEactivities.
Cross-checking the Party Chief’s weekly and monthly timing figures, production figures, andoverall timing breakdown for the survey with the Party Chief.
Cross-checking the values/numbers (e.g., production hours, activity category) used for thefinal report with the JOGMEC personnel onboard.
Onshore(1) Attending pre-onboard briefing at JOGMEC’s office in Tokyo or via online meeting.
(2) Giving presentations on the vessel performance and data quality after trip.
(3) Providing JOGMEC with final reports covering all aspects of each survey. The final report shallbe submitted within two weeks after each survey in Adobe PDF format via online storagedesignated by JOGMEC.
4. Survey Overview(1) The number of workdays for this 2D/3D seismic survey is 240 days*. Number of trips and theworking period are subject to change. For avoidance of any doubt, partial or all trips might becancelled.
*240 days = 210 days for the trip (35 days*6 trips) + 30 days for travel / meetings (5 days*6trips).
Onboard working period:(1) 11th March 2026 to 14th April 2026(2) 15th April 2026 to 19th May 2026(3) 20th May 2026 to 23rd June 2026(4) 24th June 2026 to 28th July 20264(5) 29th July 2026 to 1st September 2026(6) 2nd September 2026 to 6th October 2026 Travel days / meetings (per trip) are: 3 days, for travel days from home to vessel and pre-onboard briefing in Tokyo (or online),and 2 days, for meetings or presentations in Tokyo (or online) and travel days from vessel /Tokyo to home.
Three to six persons (same person can remain on board for up to two consecutive trips) willbe assigned for this work from 11th March 2026 to 6th October 2026 (six trips). Replacementpersonnel, if such exist, must be included in the implementation structure in a proposaldocument.
Since a contract may not across fiscal years, there requires two separate contracts for thisWork. The contract for Term FY2025 will expire during the onboard working period for Trip1. However, Term FY2026 will be effective immediately after the expiration of the contractfor Term FY2025, and the onboard personnel is required to be onboard continuously.
(2) The crew change location is yet to be determined.
(3) Onboard working hours is basically 12 hours (6 am to 6 pm).
(4) English is the official language on board.
5. Terms and Conditions(1) The contract cost shall be inclusive of all taxes and duties, and contractor is responsible for anysuch taxes or duties that may apply.
(2) A breakdown of the miscellaneous expenses shall be included in a proposal.
The expenses include, but are not limited to, visa application, domestic travel (taxi, bullet train,etc.), expenditure prior to onboard, and airfare.
(3) Invoice for Services performed by Contractor will be calculated on a per-diem basis andreimbursement for out-of-pocket expenses shall be submitted to JOGMEC by 9th on each calendarmonth. For Term FY2025, vouchers/invoices must be submitted and finalized by April 3rd.
(4) For Term FY2025, as it is assumed that the personnel will still be onboard on the termination date,deliverables such as the final QC report and post-disembarkation presentation are not necessary, andthey will be submitted as part of the subsequent contract for Term FY2026. Depending on the boardingdate of the first trip, the “Work Specifications” will be modified accordingly, e.g., no offshore scopewill be specified for FY2025 if the boarding date is delayed.
Guideline for Preparing Proposal22nd December, 2025Domestic Exploration DivisionExploration DepartmentJapan Organization for Metals and Energy SecurityThe Page size shall be A4 or letter sizePartial proposals will not be acceptedThe proposal shall be prepared in following format. Refer the cover page formatCover page Title Applicant company name, person in charge, relevant detailsThe budge breakdown for each Term FY2025 and Term FY2026. Refer the price format exampleThe proposal shall be submitted in PDF formatFor detailed requirements, refer to the “6. Proposal Requirements” in “Request for Proposal”【Cover page format】Proposal for“Onboard Client Representative for 2D/3D Marine Seismic Survey Offshore Japan in FY2025/2026”Applicant Company Name:Representative Name:Address:Date:Phone number:E-mail:【Price format example】The numbers and texts in grey are just for exampleTerm FY2025 : Commencement date to March 31st 2026Term FY2026: April 1st to October 31st 2026 (Tentative)Notes:Six trips are planned, and the seismic survey is planned at four different areas with four final reports are tentatively required. Number of survey area is also subject to changeItems with * (asterisk) is paid at cost based on the submitted invoice/receipt and the provided total cost will not be paid as is. The total number “US$ ##,###.#-” in above and its breakdown are the estimate only and have nothing to do with the amount of the remuneration for which JOGMEC shall be actually liable.
Even for the items of direct expense which will be paid based on the submitted receipt and/or invoices, an estimate for each item must be given and the total amount must include the estimated amount for expenses at costUpon JOGMEC’s approval, the contract amount will be decided based on the proposed total amount including the expenses at cost. The final payment shall not exceed this contract amount. Refer to the 8. Terms and conditions in the “Request for Proposal” and Article 2.1 of the Draft AgreementFlight tickets to Japan should be eligible for reservation changesExemption of VISA: Exemption of Visa (Short-Term Stay) | Ministry of Foreign Affairs of Japan (mofa.go.jp)Companies who have registered or who plan to register the Japanese Invoice system shall estimate the amount with a 10 % Japanese consumption tax. Other companies shall not estimate the amount with a 10 % Japanese consumption tax. Note that the cost evaluation will be done with the amount excluding the Japanese consumption tax and the registration to the Japanese Invoice system shall have no impact on the evaluation② Direct expenses and ③ Miscellaneous expenses are reimbursable items and automatically includes tax and/or tax-exempt. Thus, no need to estimate a 10 % Japanese consumption tax【機2】【機2】4PAGE
Checklist before submission## ###, 2026[insert name of entity/department][insert jurisdiction]Please check the following items before submitting the proposal. For avoidance of any doubts, the following items are not the only requirements but ones that are often overlookedNoQuestionsCheck1The total estimated budget for Term FY2025 and Term FY2026 do not exceed the provided maximum amount, respectively2The proposal covers all aspects of work specifications3Understood that companies who have registered or who plan to register Japanese Invoice system shall describe the amount with 10 % Japanese consumption tax. Other companies shall not describe the amount with 10 % Japanese consumption tax. Note that the cost evaluation will be done with the amount excluding the Japanese consumption tax and the registration to the Japanese Invoice system shall have no impact on the evaluation4Understood that the vouchers/invoices shall be finalized and submitted before April 3rd 2026 for Term FY2025Make sure all items in the checklist have been checked before the submission【機2】【機2】