カナダ北西準州の環境・許認可法務に係る法務コンサルティング業務

カナダ北西準州の環境・許認可法務に係る法務コンサルティング業務 Request for ProposalDecember 2nd, 2025MORI HiroyukiExecutive Vice PresidentEnergy Business UnitJapan Organization for Metals and Energy Security (JOGMEC)Japan Organization for Metals and Energy Security (hereinafter referred as “JOGMEC”) invitesproposals for “Legal Consulting Services for Environmental Regulatory Affairs in the NorthwestTerritories, Canada” (hereinafter referred to as “Work”). A potential applicant (hereinafter referred to as “Applicant”) who wishes to respond to this Requestfor Proposal (hereinafter referred to as “Request”) is requested to submit a proposal in accordancewith the following instructions. 1. Title of WorkLegal Consulting Services for Environmental Regulatory Affairs in the Northwest Territories,Canada2. Scope of WorkRegarding a legacy site reclamation project in the Northwest Territories, Canada, the objectiveof this legal consulting service is to first, accurately assess our current legal situation (inparticular, environmental regulatory aspects), and based on that assessment, objectively evaluateall potential options from a legal perspective. The ultimate goal is to develop the most realistic,effective, and low-risk legal strategy, along with a concrete action plan (roadmap) for itsimplementationFor details of scope, please refer to the “Work Specifications” which will be provided after thesubmission of a “Confidentiality Pledge”3. Required Conditions for ApplicantsThe Applicants should satisfy all of the following conditions(1) Basic requirementsA) The Applicant must have the management capabilities necessary to conduct this worksmoothly and possess sufficient financial management capabilitiesB) The Applicant shall not fall under the Article 3 of “Public announcement on thequalifications for participating in the tendering procedures by JOGMECC) The Applicant shall not be currently under an administrative order of suspension fromparticipating in tenders by any of the governmental organizationD) In case the Applicant is a Japanese entity or individual living in Japan, such Applicantshall have the qualification of Supply of Service* rank of “B”or “C” under UnifiedSupplier Qualification as of 2025, 2026 and 2027, or those that can obtain such rankprior to the submission of the proposal. In case the Applicant is a non-Japanese entity,such Applicant shall submit documents (e.g. financial statements) that demonstrate itssound financial capabilities to guarantee the implementation of the Work*Unified Supplier Qualification | EU-Japan(2) Technical requirementsA) The Applicant should be an entity based in or have a branch in CanadaB) The Applicant should involve not less than two qualified lawyers meeting the followingconditions in the Work:Having sufficient knowledge and working experience on Canadian laws and regulationsrelated to energy projects and environmental remediation, including but not limited toenvironmental protection acts, land use regulations, and corporate lawC) The Applicant should have extensive knowledge of, and experience in, legal issuesspecific to the Northwest Territories (NWT), including its regulatory framework andexperience with its administrative bodiesD) The Applicant should have sufficient experience to assist and support projects involvingJapanese companiesE) The Applicant should have networks with other law firms or partners within Canada thatenable them to provide comprehensive advice on federal and territorial laws andregulationsF) The Applicant should be able to have appropriate and timely communication withJOGMEC HeadquarterG) The Applicant should have satisfactory and sufficient legal service records on similarduties described above4. Outline of ContractContract term: Date of Contract to March 31, 2026Type of Contract: Service Agreement (Consultancy Agreement)Amount of Budget: JPY 25,000,000 (including all applicable taxes) The total payable by JOGMEC will not exceed the above-mentioned budget Specific terms and conditions regarding payment milestones (e.g., monthly billing ormilestone payment) will be discussed and determined during the contracting process, basedon the Applicant's proposal and JOGMEC's regulations No down payment or minimum guarantee is required5. Requirements for ProposalThe Proposal must be produced in Microsoft Word or PDF format and satisfy all the followingrequirements:(1) Proposal submitted to JOGMECThe Applicant must fill in the following information using the Proposal Form Exampleprovided in the AppendixA) Title of workB) Contact details of the ApplicantC) Declaration of satisfying the Required Conditions for the Applicant*D) Detailed and concrete Work plan in accordance with the SpecificationsE) Track record of experiences and qualifications related to similar workF) Work implementation structure (project manager, staff members and their roles, liaisonwith JOGMEC, staff members' experience and qualifications, etc.)G) Draft Agreement or Engagement Letter (Standard terms and conditions of the Applicant)Applicant must provide the Quotation with a detailed breakdown, including daily and hourlyrates for assigned staff and other related costs* Please make sure that the Proposal clarifies that the Applicant satisfies the technicalrequirements referred to in “3. Required Conditions for Applicants"(2) Submission of Proposal to JOGMECRequest for Detailed Work Specifications: the Applicant who wishes to submit a proposalmust first submit a signed "Confidentiality Pledge" via e-mail to the Contact Person (seeSection 6 below) by December 12th, 2025, 17:00 JST. Upon receipt, JOGMEC will providethe detailed Work Specifications. The format of the Pledge will be published along with thisRequest for ProposalSubmission of Proposal: Applicants shall submit the complete proposal by e-mail byDecember 12th, 2025, 17:00 JST. If the attached file is too large to be delivered by e-mail(over 20MB), please contact the person in charge and follow their instructions6. Designated E-Mail address and Contact detailsTechnology Coordination Division, Technology Department, Energy Business UnitE-mail: trc-koubo716@jogmec.go.jp7. EnquiryAny question about this Request for Proposal should be addressed to the Contact above by e-mail by 17:00 JST on December 12th, 2025. No enquiry regarding the ongoing selection or theresult of the evaluation shall be admitted8. Evaluation of ProposalsJOGMEC will evaluate proposals submitted by applicants by evaluating the following points. Please refer to the appendix “Evaluation procedure” for detailed criteria and evaluationprocedure(1) Evaluation CriteriaA) The Applicant satisfies “3. Required Conditions for Applicants” in basic termsB) The Work plan in the proposal is in accordance with “Work Specifications”C) The proposal is based on an understanding of JOGMEC's nature as a Japanesegovernment-affiliated agency (e.g., public accountability, budgetary constraints) and thebackground of the workD) The Applicant has sufficient knowledge, abilities, experiences, and past work records insimilar works (e.g., project-related legal due diligence, environmental law, Indigenouslaw in Canada, and JOGMEC-related businesses)E) The Applicant has a sufficient number of members to conduct the operationsF) The Applicant has an efficient and reasonable working structure for the project teamG) The person in charge has sufficient knowledge, abilities, experiences, and past workrecords in similar works as stated in D)H) The Proposed quotation (including rate per hour) is cost-effective and reasonableI) The Applicant has any consideration on promoting “Work-life Balance” established bythe Japanese Government or any other similar policies or standardsThe Applicant that receives the highest score will be selected through this evaluation. TheApplicant will be disqualified if it fails to meet any of the underlined conditions above. (2) Announcement of the resultJOGMEC will send a letter of adoption if the proposal is adopted, or a letter of rejection ifthe proposal is not adopted, to a representative of the applicant. The successful Applicantwill be announced on the JOGMEC website9. Conclusion of an agreementThe potential contractor will be asked to execute a Service Agreement (or Engagement Letter)based on the draft submitted by the Applicant in their proposal. JOGMEC will review thesubmitted draft and negotiate the details. However, the Applicant must agree to include thefollowing mandatory conditions in the final agreement:(1) Budget Ceiling: The total amount of fees and expenses payable by JOGMEC shall notexceed JPY 25,000,000 (including applicable taxes). (2) Ownership of Deliverables: All deliverables produced under the Agreement (e.g., legalopinions, reports) shall be the property of JOGMEC. (3) Confidentiality: The Contractor shall maintain the confidentiality of all informationdisclosed by JOGMEC or obtained during the course of the Work. (4) Exclusion of Organized Crime Groups: The Contractor represents and warrants that it is notinvolved with any organized crime groups or anti-social forces. (5) Governing Law and Dispute Resolution: To be negotiated (JOGMEC prefers Japanese Lawand the Tokyo District Court, but is open to discussing reasonable alternatives such asarbitration). 10. Notes(1) Applicants submit the proposal at their own expenses. JOGMEC will not take any liabilitiesfor costs or expenses incurred by applicants in the process of preparation and/or evaluationof proposals. (2) JOGMEC will not accept any proposals after the due date. (3) A proposal has to include all requirements of this Request for Proposal. If not, theapplication will be disqualified. (4) JOGMEC will use the proposal solely for the purpose of the evaluation for the Work. JOGMEC will not return the proposal back to applicants. (5) Any inquiries about the evaluation process shall not be accepted. (6) Language used in the procedure shall be Japanese or English. (7) This contract stands on the premise that the JFY2025* budget for this JOGMEC's work isapproved by the government and JOGMEC undertakes this activity in fiscal year 2025. *April 2025 - March 202611. Remarks for announcement of contractIt is stipulated in "Principle for review of Administration and Operation of IndependentAdministrative Institution", endorsed by the Cabinet on December 7, 2010, that in case acontract is made between an Independent Administrative Institution and a corporate body whichhas a definite relationship with the Independent Administrative Institution, information on thehistory of re-employment to the corporate body as well as the transaction history with thecorporate body shall be officially announced. In accordance with the clause, JOGMEC will announce information on the relationship betweenthe relevant corporate body and JOGMEC as stated below. We would like to ask for yourunderstanding and cooperation in providing required information as well as permitting officialannouncement of information as bidding or conclusion of a contract. Bidding/application or conclusion of a contract shall be deemed as permission of suchannouncement. (1) Corporate bodies to be subject to such announcementCorporate bodies to which all of the items below are applicable:A) Former members of the board at JOGMEC (former JOGMEC board members) are re-employed, or former JOGMEC employees whose positions were above manager or itsequivalent are re-employed as board members or advisors. B) Volume of transaction with JOGMEC exceeds 1/3 of gross sales or business income. C) Contracts of which predetermined price is less than a certain amount or pertaining toutilities cost are not subject to such announcement. (2) Information to be disclosedFor every contract to be made with a corporate body to which the above condition applies,the name and quantity of goods and services, contract date, name of the party to a contract,contract amount, and the information stated below shall be announced. A) Number, title and final position at JOGMEC of former JOGMEC board members andformer JOGMEC manager or above and its equivalent. B) Volume of transaction with JOGMEC. C) Information to the effect that the gross sales/percentage of volume of transaction withJOGMEC in the business income applies to either more than one third but less than ahalf, more than a half but less than two thirds, or more than two thirds. D) Information to the effect that a single bidding or application was submitted, if applicable. (3) Information to be submitted to JOGMECA) Information on former JOGMEC employees in service as of the contract date, such asheadcount, current titles, and the final positions at JOGMEC and so on. B) Gross sales or business income and volume of transaction with JOGMEC of the latestbusiness year. (4) Announcement dateIn principle, within 72 days of the contract date. 12. Attached DocumentsAppendix: Proposal Form ExampleEnd of “Request for Proposal”AppendixProposal FormThis is a guideline of the Proposal. Applicants can arrange the order of items below. Proposal shall include the following items:1. Cover page (sample below) Work title Date Applicant name (Signature)2. Executive summary Work title Summary of the proposed work Deliverables Person in charge Applicant work experience3. Objective4. Representation of satisfying the “3. Required Conditions for Applicants”5. Work plan and methodology6. Project manager and staffs with their experiences and qualifications7. Deliverables8. Outline of applicant9. Applicant work experience10. Contact details11. OthersPlease describe efforts regarding "Work-life Balance" here or attach relevant certificates. 12. Quotation with detailed breakdownList fee of rate per hour on separate piece of paper as “Quotation”. Please also include proposedpayment terms/milestones. 13. Draft Agreement or Engagement LetterPlease attach your standard Draft Agreement or Engagement Letter. Note that JOGMEC’smandatory conditions specified in the Request for Proposal must be incorporated or addressed. Appendix【Cover page sample】Proposal for “Legal Consulting Services for Environmental Regulatory Affairs in the NorthwestTerritories, Canada”Date: MM, DD, YYRepresentative:(Print Name)(Signature)Appendix【Executive summary sample】Executive Summary for “Legal Consulting Services for Environmental Regulatory Affairs in theNorthwest Territories, Canada”Work titleSummary of the proposed workDeliverablesPerson in chargeName TitleName TitleApplicant work experienceEnd 1Evaluation Procedure - “Legal Consulting Services for Environmental Regulatory Affairs in the Northwest Territories, Canada”-Applicant：Evaluator：Evaluation date：MM DD 20251. Basic Requirements 〇 / XThe Applicant shall not fall under the Article 3 of “Public announcement on the qualifications for participating in thetendering procedures by JOGMEC.”The Applicant shall not be currently under an administrative order of suspension from participating in tenders by any of thegovernmental organization. If the Applicant is a Japanese entity or individual living in Japan, the Applicant must have qualification of Supply of Servicerank of “B” or “C” under Unified Supplier Qualification as of JFY2025, 2026 and 2027. If the Applicant is a non-Japaneseentity, financial statements or equivalent documents demonstrating its sound financial capabilities shall be submitted. The Applicant has submitted a signed “Confidentiality Pledge”. The Applicant has submitted a “Draft Agreement” or “Engagement Letter” based on their standard terms. Note: If any of the above requirements are marked "X", the proposal shall be disqualified immediately. 2. Evaluation CriteriaEvaluation Item Evaluation Criteria Mandatory Additional Scoring(1) Ability, working structure, and record of the ApplicantAbility to ConductWorkThe Work plan in the proposal is in accordance with “WorkSpecifications”. 6 702The proposal is based on an understanding of JOGMEC’s work andhas overall superiority. 12The Applicant has proper business condition including financialbase. 4Working structure ofthe project teamThe Applicant has an efficient and reasonable working structure totimely deal with JOGMEC’s request. 6The Applicant has a network with other law firms/partners withinCanada to provide comprehensive advice. 8Experience in SimilarWorkThe Applicant has extensive experience in assisting and supportingprojects involving Japanese companies. 6The Applicant has satisfactory and sufficient legal service recordson similar duties (e.g., environmental law, Indigenous law inCanada). 12Ability of Applicant'sStaffsThe ability and experience of the Applicant's staffs are compatiblewith the services required by JOGMEC (e.g., knowledge of NWTlegal issues). 4The Applicant's staff has sufficient abilities and experience, and thepast work record in similar work. 12(2) Propriety of Proposed FeeCost Performance Score = (1-(Quotation cost/Maximum Amount of Budget))*25 25 25(3) Promotion of work-life balancePromotion of Work-lifeBalanceThe Applicant has any consideration on promoting "Work-lifeBalance"* established by the Japanese Government or any othersimilar policies or standards*http://www.gender.go.jp/english_contents/mge/wlb/index.html5 53Total scorePoints for mandatory requirements 26100Additional points74Evaluation Guidelines1. Evaluation Method: The proposal shall be evaluated by the criteria shown above. For each additional criterion, points from 4 to 16 willbe awarded based on the quality of the proposal. The maximum point for the above evaluation for each evaluator is 100 points. 2. Selection of Contractor: The Applicant that satisfies the following conditions shall be awarded the contract:o i. Satisfies all Qualification and Mandatory requirements. o ii. Receives the highest total points from the evaluation committee. o iii. None of the mandatory requirements in the above evaluation criteria is evaluated as zero point. 3. Disqualification: If any of the mandatory requirements are unsatisfied (evaluated as 0 points), the proposal will be automaticallydisqualified. 4. Evaluation of Additional-point Items: Each additional-point item will be scored using the following matrix (excluding "(3) Propriety ofProposed Fee" and "(4) Promotion of work-life balance"). "Promotion of Work-life Balance" criteria will be evaluated by thesecretariat based on the submitted documents. Evaluation Guideline Matrix for Additional-point ItemsRating Rating definition PointS Excellent, beyond our expectation 4 12 16A Seems best within our expectation 3 9 12B Appropriate 2 6 8C Generally appropriate but partly inadequate 1 3 4D Not properly mentioned or insufficient 0 0 0Attachment: Criteria for evaluation of “Promotion of Work-life Balance”4*1: This is an example of how points are allocated, assuming that the total points are set at 5%. Each ministry and agency will determinethe actual points, including the percentage of points allocated, depending on the content of the contract. 5*2: If multiple certifications apply, the points will be added according to the highest point allocation. *3: Certification based on Article 12 of the Act on Promotion of Women's Participation and Advancement in the Workplace. *4: Certification based on Article 9 of the Act on Promotion of Women's Participation and Advancement in the Workplace. Standardsrelated to working hours and other working practices must be met. *5: Limited to employers with 100 or fewer full-time employees (only if they have formulated an action plan whose planning period hasnot yet expired). *6: Certification based on the provisions of Article 15-2 of the Act on Advancement of Measures to Support Raising Next-GenerationChildren (hereinafter referred to as Next Generation Act). *7: Among certification based on the provisions of Article 13 of the Next Generation Act, certification based on the standards of Article4, Paragraph 1, Items 1 and 2 of the Enforcement Regulations of the Act on Promotion of Measures to Support Child-rearing for theNext Generation (hereinafter referred to as the "New Enforcement Regulations") as amended by the Ministerial Ordinance PartiallyAmending the Enforcement Regulations of the Act on Promotion of Measures to Support Child-rearing for the Next Generation(Ministry of Health, Labour and Welfare Ordinance No. 146 of 2024; hereinafter referred to as the "Ministry of Health, Labour andWelfare Ordinance of 2024"). *8: Among certification based on the provisions of Article 13 of the Next Generation Act, certification based on the standards of Article4, Paragraph 1, Items 1 and 2 of the Enforcement Regulations of the Act on Promotion of Measures to Support Child-rearing for theNext Generation before the amendment by the Ministerial Ordinance of 2024, or Article 2, Paragraph 2 of the SupplementaryProvisions of the Ministerial Ordinance of 2024, which are still governed by the previous provisions (however, certification of *10and *12 are not included). *9: Among the certifications based on the provisions of Article 13 of the Next Generation Act, certification based on the standards ofArticle 4, Paragraph 1, Items 3 and 4 of the New Enforcement Regulations. 6*10: Among the certifications based on the provisions of Article 13 of the Next Generation Act, certification based on the standards ofArticle 4 of the Enforcement Regulations of the Act on Promotion of Measures to Support Child-rearing for the Next Generationbefore the amendment by the Ministerial Ordinance Partially Amending the Enforcement Regulations of the Act on Promotion ofMeasures to Support Child-rearing for the Next Generation (Ministry of Health, Labour and Welfare Ordinance No. 185 of Reiwa 3;hereinafter referred to as the "Ministry of Health, Labour and Welfare Ordinance of Reiwa 3") or Article 4 of the EnforcementRegulations of the Act on Promotion of Measures to Support Child-rearing for the Next Generation before the amendment by theMinisterial Ordinance of Reiwa 3, which is still governed by the provisions of Article 2, Paragraph 2 of the Supplementary Provisionsof the Ministerial Ordinance of Reiwa 3 (excluding the certifications in *12). *11: Among the certifications based on the provisions of Article 13 of the Next Generation Act, certification based on the standards ofArticle 4 of the Enforcement Regulations of the Act on Promotion of Measures to Support Child-rearing for the Next Generationbefore the amendment by the Ministerial Ordinance of Reiwa 3, which is still governed by the provisions of Article 2, Paragraph 2of the Supplementary Provisions of the Ministerial Ordinance of Reiwa 3 Among the certifications based on the provisions of Article13 of the Next Generation Act, certification based on the standards of Article 4 of the Enforcement Regulations of the Act onPromotion of Measures to Support Child-rearing for the Next Generation before the amendment by the Ministerial Ordinance of 2024,Paragraph 1, Items 3 and 4, or Article 4 of the Enforcement Regulations of the Act on Promotion of Measures to Support Child-rearing for the Next Generation before the amendment by the Ministerial Ordinance of 2024, Paragraph 2, Supplementary Provisionsof the Ministerial Ordinance of 2024, which are still governed by the previous provisions. *12: Among the certifications based on the provisions of Article 13 of the Next Generation Act, certification based on the standards ofArticle 4 of the Enforcement Regulations of the Act on Promotion of Measures to Support Child-rearing for the Next Generationbefore the amendment by the Ministerial Ordinance to Partially Amend the Enforcement Regulations of the Act on Promotion ofMeasures to Support Child-rearing for the Next Generation (Ministry of Health, Labour and Welfare Ordinance No. 31 of 2017;hereinafter referred to as the "Ministry of Health, Labour and Welfare Ordinance of 2017"), or Article 4 of the Enforcement7Regulations of the Act on Promotion of Measures to Support Child-rearing for the Next Generation before the amendment by theMinisterial Ordinance of 2017, which are still governed by the previous provisions by the Ministerial Ordinance of 2017, Paragraph3, Supplementary Provisions of the Ministerial Ordinance of 2017. *13: Among general employer action plans based on the provisions of Article 12, Paragraph 5 of the Next Generation Act after theamendment by the Act on the Welfare of Workers Who Take Childcare Leave, Family Care Leave, etc. and the Act on Advancementof Measures to Support Raising Next-Generation Children (Act No. 42 of 2024) were formulated or amended on or after April 1,2025. *14: In the process of calculating the evaluation points, figures after the decimal point are rounded down. However, if the result ofrounding down the decimal point is 0 points, 0.5 points will be allocated. *15: For confirmed foreign corporations, the same evaluation points as those that have been confirmed to meet the standards equivalentto the requirements for certification will be allocated. End Confidentiality PledgeThis Confidentiality Pledge (“Pledge”) is made as of [EFFECTIVE DATE] (“Effective Date”) by [FIRM NAME], having its principal place of business at [ADDRESS] (“Recipient”), in favor of Incorporated Administrative Agency, JAPAN ORGANIZATION FOR METALS AND ENERGY SECURITY, having its principal place of business at 10-1, Toranomon 2-Chome, Minato-ku, Tokyo, 105-0001, Japan (“JOGMEC”)Purpose and ScopePurpose. The Recipient seeks to participate in a public tender for outside counsel services concerning a specific legal matter described by JOGMEC (“Legal Matter”). JOGMEC shall provide certain Confidential Information (defined hereinunder), including the case-specific problem statement, underlying facts, strategy considerations, and related materials related to the Legal Matter. The Recipient shall use such Confidential Information, solely for the limited purposes of (i) evaluating the Legal Matter and preparing a responsive proposal, and (ii) if selected, negotiating and finalizing an engagement for the Legal Matter (collectively, “Purpose”),Case-Specific Nature. The Recipient acknowledges that the existence, framing, and content of the Legal Matter to be solved (“Problem Statement”) constitute highly sensitive business and legal information, whose unauthorized disclosure may cause serious harm to JOGMECDefinitions“Confidential Information” means (a) the existence and content of this Pledge and the parties’ discussions; and (b) any non-public information relating to or arising from the Legal Matter (including the Problem Statement) disclosed by or on behalf of JOGMEC to the Recipient, whether oral, visual, electronic, or in tangible form (including documents, devices, media and copies). The Confidential Information disclosed in tangible form shall be marked “confidential” (or equivalent), and if disclosed orally or visually, shall be identified as confidential at the time of disclosure and summarized in writing by JOGMEC within fourteen (14) days of such disclosure. The Confidential Information includes analyses, models, interpretations, presentations, and other materials derived from or based on such information (“Evaluation Material”)ExclusionsConfidential Information shall not include information that the Recipient can demonstrate:was in the Recipient’s possession without restriction before disclosure by JOGMEC;is or becomes public through no breach of this Pledge by the Recipient;is received from a third party without confidentiality restriction and without breach of any duty to JOGMEC; oris independently developed by the Recipient without use of or reference to JOGMEC’s Confidential InformationIf part of information qualifies for an exclusion to the Confidential Information as hereinabove, the remainder of such information shall remain confidentialConfidentiality and UseThe Recipient shall: (i) keep the Confidential Information strictly confidential; (ii) not disclose it to any third party without JOGMEC’s prior written consent; and (iii) use it solely for the PurposeThe Recipient shall exercise at least reasonable care (and no less than the care it applies to protect its own similar information) to protect the Confidential InformationThe Recipient shall not reverse engineer, decompile, or disassemble any Confidential Information, except to the extent expressly permitted by applicable lawNo license or other rights to intellectual property are granted or implied by this Pledge. All rights are reserved by JOGMECAdvisors. Recipient may disclose Confidential Information to its external professional advisors (including barristers and expert consultants) solely as necessary for the Purpose, provided they are bound by professional obligations or written agreements that are at least as protective as this Pledge. Recipient remains responsible for any breach by such personsConflicts; Ethical Walls. The Recipient, if choosing to participate in the public tender, shall promptly identify and disclose to JOGMEC any actual conflicts related to the Legal Matter and, where permitted by applicable professional responsibility rules, implement effective ethical walls to prevent unauthorized access to the Confidential InformationCompelled DisclosureIf the Recipient is required by law, regulation, or legal process to disclose Confidential Information, the Recipient shall (to the extent legally permissible) promptly notify JOGMEC to allow it to seek protective measures, and shall disclose only the portion legally required, using reasonable efforts to obtain confidential treatmentReturn, Destruction, and SanitizationUpon the earliest of (i) written request by JOGMEC, or(ii) the termination of this Pledge pursuant to Section 9.1, Recipient shall, within ten (10) days, return to JOGMEC, destroy, or sanitize all Confidential Information (including copies and derivatives) in accordance with Information-technology Promotion Agency (IPA) guidelines or NIST SP 800-88, as applicableThe Recipient may retain one (1) archival copy solely for legal, regulatory, or bona fide internal compliance or backup purposes, provided it remains subject to this Pledge and is accessed only for such purposes and is stored in a secure, access-controlled repositoryWithin five (5) days after completion, the Recipient shall provide a written certification, signed by an authorized officer, confirming the method and date of return, destruction, or sanitization and identifying any retained archival copyJOGMEC may, upon reasonable prior notice and during normal business hours, audit the Recipient’s compliance with this Section 6 no more than once per twelve (12) months (unless a material breach is reasonably suspected). Any audit shall be limited to information reasonably necessary to verify compliance and subject to Recipient’s reasonable security and access policiesNo WarrantyAll Confidential Information is provided “as is.” JOGMEC makes no representation or warranty, express or implied, regarding accuracy, completeness, fitness for a particular purpose, or non-infringement, and has no liability for the Recipient’s use of the Confidential Information. Nothing in this Pledge obligates either party to enter into any contract for goods or servicesInjunctive Relief; Notice of Breach; Liability CapThe Recipient acknowledges that unauthorized use or disclosure of the Confidential Information may cause irreparable harm to JOGMEC for which monetary damages may be inadequate. JOGMEC may seek injunctive and other equitable relief (including provisional remedies under Japanese law) in addition to any other remediesThe Recipient shall promptly notify JOGMEC upon becoming aware of any unauthorized access, use, or disclosure and shall reasonably cooperate, at JOGMEC’s request and expense, to mitigate harm and support provisional or injunctive reliefThe Recipient’s liability to JOGMEC for breach of this Pledge is limited to direct, actual damages; neither party is liable for lost profits or indirect, incidental, special, or consequential damages, except that this limitation does not restrict JOGMEC’s right to seek equitable relief under Section 8.1Term and SurvivalThis Pledge becomes effective on the Effective Date and remains in effect until the earlier of:The Recipient’s decision not to submit a bid, orThe Recipient’s withdrawal from the bidding process; orThe determination of the successful bidder, provided that JOGMEC may terminate this Pledge on 10 (ten) days’ written noticeSections 2 through 8, 9.2, 11 and 12 survive for two (2) years after termination, or for as long as the Confidential Information remains a trade secret under applicable law, whichever is longerCompliance with LawThe Recipient shall comply with all applicable laws and regulations, including export control laws, in handling the Confidential InformationGoverning Law and JurisdictionThis Pledge is governed by the laws of Japan. Any dispute arising out of or related to this Pledge shall be subject to the exclusive jurisdiction of the Tokyo District Court in the first instanceAssignmentThe Recipient may not assign or transfer this Pledge or any rights or obligations hereunder without JOGMEC’s prior written consentEntire Agreement; Amendments; Severability; No WaiverThis Pledge constitutes the entire agreement regarding its subject matter and supersedes all prior confidentiality understandings between the parties with respect thereto. Any amendment must be in writing and signed by JOGMECIf any provision is held invalid, the remainder shall remain in full force and the provision shall be enforced to the maximum extent permitted to effect the parties’ intentNo failure or delay in exercising any right operates as a waiverIN WITNESS WHEREOF, the Recipient has caused this Pledge to be executed by its duly authorized representative as of the date first written aboveRecipient: [FIRM NAME]By: __Name: [NAME]Title: [TITLE]Date: [DATE]