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Non-Disclosure Agreement

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Non-Disclosure Agreement

This Non-Disclosure Agreement (the “Agreement”) is made and entered into on the 20th day of January 2019 by and between XXXX, a limited liability company incorporated under the law of Japan, having its registered office at Taito Bldg., 1-1-1, Marunouchi, Chiyoda-ku, Tokyo , 100-0001, Japan (hereinafter called “XXX”) and YYY Ltd., a limited liability company incorporated under the law of California, having its registered office at 7 floor Brandies, BBB str. Los Angeles, California, USA, (hereinafter called “YYY”).

RECITALS

WHEREAS, the Parties are engaged in or will engage in certain discussions regarding possible future business transactions between the Parties (the “Discussions”); and

WHEREAS, the Parties wish to disclose certain of their confidential information to each other in furtherance of the Discussions;

NOW, THEREFORE, the Parties mutually agree to enter into this Agreement in accordance with the terms and conditions stated herein.

Article 1  Definition of “Confidential Information”

Confidential Information means any information disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including, without limitation, documents, samples, software, flowcharts, graphical layouts and descriptions, plant and equipment), which is designated as “Confidential”. Information disclosed orally shall be considered as Confidential Information if such information is indicated as Confidential Information at the time of disclosure and confirmed in writing as being Confidential Information within three (3) days after the initial disclosure.

Article 2  Exceptions from the Term of Confidential Information

Notwithstanding anything to the contrary contained herein, Information that the Recipient can prove with documentary evidence falls into one or more of the following shall not be regarded as Confidential Information for the purpose of this Agreement:

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