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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.
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