Update in Oct. 1, 2015
Agreement for Global Nuclear Internship in Foreign Countries (Draft)
This Agreement is made and entered into as of [dd, mm, yy]by and between [name of organization] with legal domicile at [legal
address] and Tokyo Institute of Technology, National University Corporation of Japan (hereinafter referred to as “Tokyo Tech”) with legal
domicile at 2-12-1 Ookayama, Meguro-ku, Tokyo 152-8550 Japan (hereinafter referred to as “parties”), with respect to Global Nuclear
Internship in Foreign Countries (hereinafter referred to as “Internship”) which Academy for Global Nuclear Safety and Security Agent
(hereinafter referred to as “U-ATOM”) established by Tokyo Tech implements.
NOW, THEREFORE, in consideration of these premises, and of the mutual promises and covenants contained herein, the parties hereto
agree as follows:
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1.1
Definitions, Interpretation and Headings
The following capitalized terms shall have the following meanings wherever used in this Agreement.
(a)
(b)
“Internship” means the activities conducted at [name of organization] for the purpose of the Internship.
“Internship Members” means the persons listed below:
(i) “Student(s)” (any Student(s) who belongs to Tokyo Tech’s doctoral course and join the Internship);
(ii) “Instructors” (any persons who belong to [name of organization] and are assigned to instruct the Student(s));
(iii) ”Collaborators”(any persons who belong to [name of organization] and are assigned to facilitate the Internship with the
Student(s)).
“Intellectual Properties Rights” means the following rights, including but not limited to, tangible deliverable of the Internship, which
may arise as the result of the Internship or in the course of implementing the Internship.
(i) Patent rights under the Patent Act of Japan, utility model rights under the Utility Model Act of Japan, design rights under the
Design Act of Japan, trademark rights under the Trademark Act of Japan, layout-design exploitation rights under the Act on the
Circuit Layout of a Semiconductor Integrated Circuits of Japan, and breeder’s rights under the Plant Variety Protection and
Seed Act of Japan (collectively the “Japanese IPR”) and the rights granted under any foreign applicable laws which are
equivalent to the Japanese IPR.
(c)
(d)
(ii) Rights to obtain patent under the Patent Act of Japan, rights to obtain utility model registration under the Utility Model Act of
Japan, rights to register design under the Design Act of Japan, rights to register trademark under the Trademark Act of Japan,
rights to register the establishment of a layout-design under the Act on the Circuit Layout of a Semiconductor Integrated
Circuits of Japan, rights to obtain a variety registration under the Plant Variety Protection and Seed Act of Japan (collectively
the “Rights to obtain Japanese IPR”) and rights granted under foreign applicable laws which are equivalent to the Rights to
obtain Japanese IPR.
(iii) Copyrights of computer program works and database works under the Copyright Act of Japan (collectively the “Japanese
Copyrights”) and rights granted by any foreign applicable laws which are equivalent to the Japanese Copyrights.
(iv) Know-how which [name of organization] and Tokyo Tech specifically designate upon mutual discussion and agreement (and
will be limited to know-how which is able to be kept confidential and proprietary).
“Confidential Information” means any information which is listed in (i), (ii), (iii) and (iv) below, provided however that any
information which is listed in (v), (vi), (vii), (viii), (ix) or (x) will be excluded.
(i) Any personal information of the Student to be disclosed to [name of organization] for implementing the Internship which is not
known to the public.
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
Intellectual Properties Rights which [name of organization] and Tokyo Tech agree in a writing to treat as the “Confidential
Information”.
Any information which [name of organization] or Tokyo Tech discloses to the other party by means of delivering documents,
drawings, pictures, specimens, samples, magnetic tape, floppy disk and any other tangible method and marked as
“Confidential”.
Any information which [name of organization] or Tokyo Tech discloses to the other party orally, visually or by any other
intangible method, clearly mentioned as “Confidential“ at the time of disclosure and being reduced into writing which is
delivered to the other party within 30 days from the date of such disclosure.
Any information which [name of organization] or Tokyo Tech can prove that it has already possessed at the time of disclosure
from the other party or at the time of being obtained.
Any information which is known to the public at the time of disclosure to [name of organization], or Tokyo Tech from the other
party or at the time of being obtained.
Any information which becomes known to the public after the time of disclosure to [name of organization] or Tokyo Tech from
the other party or at the time of being obtained, by no wrongful act of the receiving party.
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(viii) Any information which [name of organization] or Tokyo Tech can prove it has legitimately obtained from an authorized third
party without incurring any confidentiality obligations.
1.2
1.3
(ix)Any information which is independently developed by [name of organization] or Tokyo Tech without use of the Confidential
Information disclosed from the other party.
(x) Any information which [name of organization] or Tokyo Tech obtains a prior written consent.
All terms defined herein have the meanings assigned to them herein for all purposes, and such meanings are equally applicable to
both the singular and plural forms of the terms defined.
The headings of the Articles are inserted for convenience of reference only and shall be ignored in construing this Agreement.
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2.1
(a)
Implementation of Internship
[name of organization] and Tokyo Tech shall implement the Internship jointly in accordance with the following provisions.
Either [name of organization], or Tokyo Tech shall propose a theme of the Internship which is suitable for the Global Nuclear
Internship in Foreign Countries to the other party, and both parties, after mutual discussion, shall determine whether such theme of
the Internship will be implemented or not.
(b)
The Student approved by Tokyo Tech shall basically accept the theme of the Internship which is determined by [name of
organization], provided, however, that [name of organization] and Tokyo Tech may amend and revise such theme by mutual
discussion and agreement.
[name of organization] may examine whether the Student selected by Tokyo Tech suitable for such Internship and may accept or
refuse such Student.
Term of the Internship will be more than 10 months up to 1 year, provided however that [name of organization] and Tokyo Tech may
shorten or extend such term by mutual discussion and agreement.
[name of organization] shall appoint the Instructor for the Student from the employees of [name of organization].
The Internship will be implemented within the organization of [name of organization], provided, however, that if any part of the
Internship needs to be implemented outside the organization of [name of organization], [name of organization] and Tokyo Tech will
discuss and determine whether such part of the Internship may be conducted or not.
The details of the implementation of the Internship shall be stipulated in the memorandum to be executed separately between [name
of organization] and Tokyo Tech.
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
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3.1
(a)
(b)
(c)
[name of organization] and Tokyo Tech will ensure the Student to (a) prepare the “Report of Completion of the Internship” of which
form is attached herewith and (b) submit such report to both the Instructor and U-ATOM.
[name of organization] and Tokyo Tech shall evaluate the result of the implementation based upon the criteria which is stipulated by
U-ATOM.
The place and the evaluator shall be stipulated in the Memorandum.
Expenses
The expenses necessary for implementing the Internship shall be borne in accordance with the following provisions.
The salary and the transportation fee of the Student to the place of implementing the Internship shall be borne by Tokyo Tech, unless
otherwise specifically agreed between [name of organization] and Tokyo Tech.
If [name of organization] bears the expense which is equivalent to the salary of the Student, [name of organization] shall notify Tokyo
Tech of the nominal term, its figure and others of such salary in advance.
Direct expenses for procuring equipment, expendable supplies and other items which are necessary for implementing the Internship
shall be borne by [name of organization].
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4.1
(a)
Intellectual Properties Rights
The Intellectual Properties Rights shall be treated in accordance with the following provisions.
The Intellectual Properties Rights shall belong to [name of organization] and Tokyo Tech. [name of organization] and Tokyo Tech
reserve the right to exploit them in the form that best suits it, according to Japanese, [country], European and International patent
laws.
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5.1
(a)
Confidentiality
The Confidential Information shall be treated in accordance with the following provisions.
During the effective term of this Agreement and three (3) year period thereafter, neither [name of organization] nor Tokyo Tech may
use the Confidential Information for any purpose other than implementation of the Internship, unless [name of organization] or Tokyo
Tech obtains prior written approval from other party.
[name of organization] and Tokyo Tech shall ensure the Student not to disclose or disseminate the Confidential Information to any
(b)
third party other than the Internship Members during the effective term of this Agreement and three (3) year period thereafter by
ensuring the Student to submit the promissory letter of confidentiality to [name of organization].
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This provision shall be still valid even after the completion of the Internship and the loss of the status by the Student as the U-ATOM
(c)
(d)
Student.
[name of organization] and Tokyo Tech shall obtain a prior written consent from the other party in case [name of organization] or the
Student of Tokyo Tech announces the result of the Internship or make it public by paper presentation, conference presentation or any
other method.
In case Tokyo Tech conducts the evaluation of the result of the Internship pursuant to Article 2.1 (i), Tokyo Tech shall ensure that
both (a) the relevant teaching staff of Tokyo Tech in charge of the relevant Student and (b) the evaluation teaching staff submit the
promissory letter of confidentiality to [name of organization].
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6.1
Code of Conduct
Tokyo Tech ensures that the Student comply with the employment rule of conduct which [name of organization] established in the
course of conducting the operation with respect to the Internship within [name of organization]’s premises.
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7.1
Accidents Compensations
In the course of implementing the Internship, [name of organization] shall pay due consideration to the safety of the Student and take
necessary measures to prevent accidents in advance.
[name of organization] shall not be liable for the injury which the Student may incur in the course of implementing the Internship.
Tokyo Tech ensures that the Student shall purchase the “Personal Accident Insurance for Students Pursuing Education and Research”
(hereinafter referred to as “PAS”) which is provided through Japan Educational Exchanges Services and the “Workers' Accident
Compensation Insurance” for the purpose of ensuring that the Student(s)’s injury in the course of implementing the Internship will be
reimbursed by those insurances.
7.2
7.3
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8.1
8.2
Damages
[name of organization] and Tokyo Tech may claim for damages to the other party if such damages are arising from a breach of
obligations under this Agreement by the other party, unless wilful misconduct or negligence by such other party does not exist.
Tokyo Tech ensures that the Student shall purchase “Liability Insurance coupled with PAS” or equivalent insurance for secure the
reimbursement of damages which [name of organization] may incur in the course of implementing the Internship.
8.3
The scope of which [name of organization] may claim against Tokyo Tech shall be limited to property damages and personal injuries
which are covered by the insurance which the Student purchases, and the maximum amount of claim shall be limited to the amount of
money which is covered by the insurance which the Student purchases.
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9.1
Secondment to Third Party Organization
If [name of organization] sends the Student(s) to third party organization based upon the necessity of implementation of the
Internship, the following provisions shall apply.
If it is necessary to send the Student to third party organization, [name of organization] shall obtain a prior written approval from
Tokyo Tech.
[name of organization] shall bear all the expense for sending the Student to third party organization.
[name of organization] shall be liable for any confidential obligation, treatment of the intellectual properties rights, accidents
compensations and damages, between the Student(s) and third party organization, which may arise from sending the Student to third
party organization.
(a)
(b)
(c)
10 Termination
10.1 [name of organization] and Tokyo Tech may terminate this Agreement if the other party breaches its obligations hereunder and does
not cure such breach within thirty (30) days from the date of the notice in which the non-breaching party requests to cure such breach.
11 Effective Term
11.1 This Agreement shall be effective from the date of execution and continue to be effective for a period of three (3) years.
11.2 Unless [name of organization] or Tokyo Tech send the terminating notice no later than thirty (30) days prior to the expiration of the
effective term, this Agreement shall be automatically extended for a period of three (3) years, and the same will apply thereafter.
11.3 Notwithstanding the foregoing, Article 4, 5, 7 and 8 shall be valid until the date which each Article specifically designates or the time
in which all of the subject matters diminish.
12 Governing law and Jurisdiction
12.1 The parties agree to solve in a friendly manner any controversy arising from the interpretation of the present agreement. In case a
satisfactory solution cannot be achieved in this way, the claim will be submitted for arbitration; each party will appoint a member of
the arbitration panel, and additional member will be chosen by mutual consent.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorised representatives in
duplicate, each duplicate to be considered an original and each party to retain one duplicate, as of the day and year first above written.
[Name of organization]
[Title]
[Sign]
[Name]
[Date of sign]:
Director of Academy for Global Nuclear Safety and Security Agent,
Tokyo Institute of Technology
[Sing]
Masaki Saito
Date:
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