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NONDISCLOSURE AGREEMENT

 

Article 1. - Purpose

Both Hino Motors, Ltd. and Hino Motors (Europe)N.V. grant a distributor, that agrees to all of the following articles, permission to access to and use parts information of Hino Motors, Ltd. or Hino Motors (Europe) N.V. as part of parts and service activity in overseas market.

 

Article 2. - Definitions

In this Agreement, the following terms shall have the meanings set forth below:

(a)   “Discloser” means Hino Motors, Ltd., a corporation duly organized and existing under and by virtue of the laws of Japan, with its head office located at 1-1, Hinodai 3-chome, Hino-shi, Tokyo, Japan and Hino Motors (Europe) N.V., a company duly organized and existing under and by virtue of the law of Belgium, with its head office located at Blarenberglaan 19, 2800 Mechelen, Belgium.

(b)   “Distributor” means a company that duly signed Distributorship Agreement with Hino Motors, Ltd.

(c)    “Administrator” means a person who Distributor appoints to be in Distributor and applies to Discloser.

(d)   “Accessor” means a person who Administrator appoints to be in Distributor.

(e)   “Disclosee” means both Administrator and Accessor.

(f)     “Intended Purpose” means Distributor’s activity of part and service for Distributor’s customers.

(g)   “ID and Password” means user-ID and password for log-in the web site that Discloser issues to Disclosee.

(h)    “Disclosed Information” means all the information available when logging-in the web site using ID and Password.

(i)     “Confidential Information” means both ID and Password and Disclosed Information.

(j)     “Third Party” means anyone except Discloser or Disclosee.

 

Article 3 – Appointment of Administrator

3-1. Distributor shall be obliged to appoint a person in Distributor to be Administrator and apply full name and title of the Administrator to Discloser when Distributor requests Discloser for disclosure of Disclosed Information.

3-2. Distributor shall be obliged to appoint a person in Distributor to be Administrator and apply full name and title of the new Administrator to Discloser within one week after Administrator is changed.

 

Article 4 – Administrator’s Role

4-1. Discloser empowers Administrator to appoint five Accessors at a maximum in Distributor

4-2. Administrator shall be obliged to submit list of Accessor including all Accessors to Discloser.

4-3. Administrator shall be obliged to submit list of Accessor including all Accessors to Discloser within one week after any Accessor is changed.

 

Article 5. – Permission

5-1. Discloser grants Disclosee permission to access to and use Disclosed Information for Intended Purpose after Discloser’s confirming both Distributor’s application of Administrator to Discloser under the paragraph of 3-1 of Article 3, and Administrator’s submission of list of Accessor to Discloser under the paragraph of 4-2 of Article 4.

5-2. Discloser issues ID and Password to Administrator within one week after the permission of preceding paragraph.

 

Article 6. – Confidentiality Obligation

6-1. Disclosee shall be obliged to keep Confidential Information confidential and not to disclose Confidential Information to Third Party anytime, anywhere, in whatever form.

6-2. Administrator shall be liable for Accessor’s fulfillment of the obligation of preceding paragraph.

6-3. When Administrator discovers leaks of Confidential Information, Administrator shall be obliged to immediately report it to Discloser and follow Discloser’s instruction.

 

Article 7. – Change of ID and Password

Discloser has authorization to change ID and Password from time to time requesting Administrator to submit list of Accessor to Discloser.

 

Article 8. – Cancellation of ID and Password

Discloser has authorization to immediately cancel the permission under the paragraph of 5-1 of Article 5 and ID and Password in any of the following cases.

(a)         The case when Distributor infringes the obligation under the paragraph of 3-2 of Article 3.

(b)         The case when Discloser recognizes Disclosee’s breach of the obligations under the Article 6.

(c)          The case when Administrator infringes the obligations under the paragraph of 4-2 and 4-3 of Article 4.

(d)         The case when Distributorship Agreement of Distributor terminates.

 

Article 9. – Liability for Damage

Distributor shall be liable for the damage to Discloser caused by breach of Disclosee’s obligations under the Article 6.

 

Article 10. – Agreement Update

Discloser has the authorization to update the agreement from time to time without a prior notice.

 

Article 11. – Effective Date of Agreement

The agreement shall commence on 1st day of June, 2005.