| Contained within this Agreement
are the terms and conditions of the membership of MECHATROLINK
Members Association (hereinafter referred to as the Association),
the rights and obligations of the Association members (hereinafter
referred to as Members), and the management of the Association. |
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Article 1. Objectives and Principles
of the Association
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The Association shall consist
of the MECHATROLINK product developers and users to promote
the use of MECHATROLINK technology worldwide. All Members
will promote construction of the motion field network MECHATROLINK
family over a wide range. |
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| Article 2. Scope of This Agreement |
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1. |
This Agreement applies to any Members who
receive MECHATROLINK Technology (as defined in Articles
7 in this Agreement) from the Association and implement
said MECHATROLINK Technology. Implementation refers to the
development, designing, trial production, manufacturing,
testing, or sales of the MECHATROLINK products using the
said MECHATROLINK Technology. In this Agreement, MECHATROLINK
refers to MECHATROLINK communications of every generation. |
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2. |
This Agreement applies to all Members of four
Membership categories (registered members, regular members,
executive members, and board members) specified in Attachment
1. The registered members are authorized to read the specifications
and attend explanatory meetings (charged), but have no right
to develop or sell the products. |
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3. |
The term of one year in this Agreement starts
on April 1st and ends on March 31st of the succeeding year.
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4. |
Any modifications to this Agreement shall
be executed upon the approval of the Executive Committee.
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5. |
This Agreement shall apply to Members from
October 1st, 2005. |
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| Article 3. Membership Requirements |
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Members are limited to firms and corporations.
The Association is not open to individuals except for those
who receive special approval from the Association. |
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| Article 4. Membership Application and Modification
Process |
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Use the MECHATROLINK Association Membership
Application Form (Form 1) prepared by the Association. Once
the application is received and approved by the Association,
the Association will issue a Certificate of Membership.
If any change or modification occurs in the contents of
the said application form, the Member agrees to inform said
change or modification to the Association without delay
using the MECHATROLINK Association Membership Application
Form (Form1)
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| Article 5. Membership Validity and Termination
by Member's Request |
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1. |
The Membership is valid from the effective
date of the Membership Registration Certificate until March
31st of the then-current term. The term of the Membership
shall automatically be renewed for the succeeding term of
one year unless a Member notifies of intent not to renew
the then-current term at least three months prior to termination
of the then-current term. |
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2. |
The notification by Member not to renew the
then-current term is validated by a written notice to the
Association at least three months prior to termination of
the then-current term. The annual fee that was already paid
to the Association is non-refundable. |
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3. |
5-3. Regardless of the reason for termination
of Membership, Articles 9-1, 9-2, 12, 13-2, 13-3, 14, 15,
and 16 shall continue to be binding and survive termination
of this Agreement. |
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| Article 6. Membership Termination |
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If a Member commits any of the following breaches,
Membership shall be terminated. In such case, the annual
fee that was paid to the Association is non-refundable. |
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Any breach of the provisions under this Agreement |
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Any false declaration on the application
form |
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| Article 7. Rights of Member |
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1. |
The regular members, the exclusive members,
and the board members shall have the rights to develop,
manufacture, and sell the MECHATROLINK connected products. |
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2. |
Members shall have the right
to receive free of charge from the Association a copy of
the MECHATROLINK Specifications (hereinafter referred to
as the Specifications) that contain MECHATROLINK Technology. |
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3. |
Members shall have the right
to use (the right to use and exercise) the Specifications
and related technical information disclosed by the Association
under the terms and conditions of this Agreement. However,
this right shall not entitle Members to share the received
MECHATROLINK Technology with any third party. |
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4. |
The regular members, the exclusive
members, and the board members who are approved under Article
9-3 of this Agreement to sell their MECHATROLINK products
may use the MECHATROLINK logo free of charge to indicate
that the said products support MECHATROLINK. Such Members
shall bear responsibility for the performance and quality
of their MECHATROLINK products. Hereby, Members agree not
to cause any misunderstanding in the warranty coverage when
using the MECHATROLINK logo. |
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5. |
Any Member is allowed to print
or post free of charge information, such as the name and
specifications on the MECHATROLINK products developed, manufactured,
or sold by the Member in the MECHATROLINK-related product
catalog or homepage. The methods, limits, and period of
publication or display shall be determined by the Association. |
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| Article 8. Revocation of Rights by Membership
Cancellation |
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After termination of Membership
by a request from the Member or under Article 6 of this
Agreement, or modification of member status to the registered
member, the rights set forth in Article 7 shall be revoked
immediately. The following rights, however, shall be binding
and survive termination of this Agreement. |
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Sale of the products
remaining in stock at the time of the termination of Membership
or the modification of member status to the registered member |
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Use of the MECHATROLINK logo on the products
that are already being manufactured or sold at the time
of the termination of Membership or the modification of
member status to the registered member
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| Article 9. Obligations of Member |
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1. Confidentiality |
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1) |
Members shall not disclose, divulge,
or provide to a third party who is a non-Member by any means
any and all MECHATROLINK Technology provided or disclosed
by the Association. Orally disclosed information, which
is explicitly known to be confidential information on its
disclosure, shall be documented by the Association within
thirty (30) days after disclosure. Further, Members shall
only disclose MECHATROLINK Technology to their employees
on a need-to-know basis. If required for the purpose of
development, manufacture, of sale of MECHATROLINK products
by the Member, however, the Member may disclose the MECHATROLINK
Technology to a relevant third party, such as the company's
subcontracted manufacturer, upon prior permission with Approval
for Request of Secondary Disclosure from the Association.
In such cases, the Member and relevant third party are equally
bound by the obligations under Article 9-1 and 9-2 of this
Agreement, and the Member shall share equal responsibility
for any misconduct of the said third party. |
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2) |
The foregoing restrictions
will not apply to the information under any of the following
conditions: |
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The Member can prove that the information
had been in the possession of the Member at the time it
was disclosed or provided by the Association
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The disclosed or provided information
had been publicly known.
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The information becomes a part of the
public domain after its disclosure to the Member through
no fault of the Member.
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The technology was rightfully acquired
free of any obligation of confidence subsequent to the
time it was disclosed or provided by the Association.
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*
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The Member can prove with written evidence
that the information was developed by the Member independently
of and without reference to any information disclosed
or provided by the Association.
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2. Use of MECHATROLINK Technology |
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1) |
Members are permitted to use MECHATROLINK
Technology solely for incorporation in MECHATROLINK products
to be used with MECHATROLINK.
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2) |
Members shall obtain prior authorization
from the Association before duplicating, altering, or
modifying any MECHATROLINK Technology, including the hardware
and software.
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3) |
Members are permitted to use the name
MECHATROLINK in catalogs, manuals, Internet websites or
other media created by themselves.
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4) |
Members are prohibited from conduct such
as assigning, subleasing, or providing as collateral,
in whole or in part, the rights licensed by the Association
under the terms and conditions of this Agreement to any
third party.
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3. Compliance Certification Test |
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1)
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Members must pass the compliance test
and obtain certification from the Association before introducing
a MECHATROLINK compatible product developed using MECHATROLINK
Technology to the market.
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2)
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When the Association judges from the results
of the compliance test the developed product to be complied
with the MECHATROLINK common specifications, the Association
will issue a Certificate of Compliance to the Member and
grant the use of the MECHATROLINK logo on the compliant
product.
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3)
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When the Association judges from the
results of the compliance test the developed product did
not comply with the MECHATROLINK common specifications,
the Association will waive the first re-testing cost for
the said product.
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4)
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Regardless of the results of the compliance
test, the Association shall report the test results to
the concerned Member in writing or other visible format.
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5)
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Members agree to submit the Association
a specified application form with all required documents
attached for each request of the compliance test including
the re-test.
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6)
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The Compliance Certification Test is conducted
by the Association to verify that the products developed
by Members comply with the MECHATROLINK common specifications
stipulated by the Association. The Certificate of Compliance
issued by the Association does not guarantee the performance
and quality of the said products.
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| Article 10. Management |
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1. Organization |
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The Association shall have a Chairman,
General Meetings, Executive Committee, and Secretariat.
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2. Chairman
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The Chairman represents the Association
and supervises the activities of the Association.
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1) |
A Chairman's term
of office shall be two years, however, the Chairman may
hold the office for another term. |
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2)
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Whenever the office of the Chairman shall
become vacant, the Chairman shall appoint a Member to
assume the duties of the Chairman until a successor shall
be decided.
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3. General Meetings
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There shall be an ordinary general
meeting and extraordinary general meeting. These meetings
shall be open to the regular members, the exclusive members,
and the board members. |
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1)
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An ordinary general meeting shall be
held annually after the end of the term of one year, for
which prior notice shall be given to the regular members,
the exclusive members, and the board members.
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2)
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The Chairman and the General Secretary
may call an extraordinary general meeting as deemed necessary.
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3)
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General meetings shall be called and
held by the Chairman.
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4)
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The resolutions of the Executive Committee
may be reported to Members at a general meeting.
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4. Executive Committee |
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1) |
The Executive Committee is the legislative
body of the Association to assist in the smooth operation
of the Association.
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2) |
The Executive Committee shall consist
of the board members and the leaders of subcommittees.
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3) |
A President shall be selected from among
the board members. The President represents and superintends
the Executive Committee.
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4) |
APresident's term of office is two years,
however, the President may hold the office for another
term.
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5) |
The President and the General Secretary
may call the Executive Committee as deemed necessary.
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6) |
A quorum for the Executive Committee meeting
shall require the presence of two thirds (2/3) of the
board members (including proxies). All resolutions of
the Committee shall be adopted by the affirmative vote
of more than fifty (50) percent of the presences and proxies.
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7) |
The following matters shall be approved
by the resolution of the Executive Committee. All the
resolutions shall be reported to Members at a general
meeting.
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Planning and reporting the activities
of the Association
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Statement of budget and accounts of the
Association
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Items important on management of the Association
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Vote for New members of the Executive
Committee
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Establishment of subcommittees
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8) |
The President shall not have the right
to vote unless the representative of board members serves
as the President. The General Secretary may have the tie
breaking right to vote if the vote was 50-50.
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5. Secretariat |
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1)
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The secretariat of the Association shall
be located at 480 Kamifujisawa, Iruma, Saitama, Japan,
and in charge of administering operations of the Association.
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2)
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The secretariat carries out the following
technical activities.
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Formulation and archiving of specifications
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Study and investigation on various technical
subjects
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Coordination of individual working group
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Publication of technical documents
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3)
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The secretariat carries out the following
works to support venders and users.
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Planning and management for presentations
to exhibitions
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Planning and management of various seminars
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Distribution of information through home
page and internet
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Creation and distribution of the MECHATROLINK
product catalogs of each vendor
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Support for development of MECHATROLINK
products
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Practice of compliance certification test
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Reception of applications for membership
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| Article 11. Fees and Payments |
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1. Admission Fee |
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None
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2. Annual Fee |
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The annual fee differs depending on the
four membership categories. Each annual fee is specified
in Attachment 1.
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1)
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Initial Term of Membership |
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A member agrees to pay the applicable
initial term member fee due under the invoice issued by
the Association: |
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*
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A member whose Membership
Registration Certificate was issued between April and September:
Shall pay the full amount of the annual fee set forth in
Attachment 1 to the Association within one month from the
effective date of the Membership Registration Certificate.
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*
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A member whose Membership
Registration Certificate was issued between October and
March:
Shall pay half of the annual fee set forth in Attachment
1 to the Association within one month from the effective
date of the Membership Registration Certificate. |
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2)
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Successive One-year Terms of
Membership |
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Members agree to pay the full
amount of the annual member fee set forth in Attachment
1 and due under the invoice issued by the Association in
the first month of the then-current term. |
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3. Compliance Certification Test
Cost |
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Members agree to pay the full amount
of the compliance certification test cost (set forth in
Attachment 1) due under the invoice issued by the Association
within one month after reception of the acceptance of
the certification test application.
The cost for re-testing the product that was rejected
once will not be charged.
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4. Payment Method |
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Members shall pay
the annual fees and certification test cost to the following
bank account.
<Account>
Mizuho Corporate Bank, Shintokorozawa Banking Division
Account Number: 4150148
Account Name: MECHATROLINK MEMBERS ASSOCIATION |
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| Article 12. Industrial Property Rights
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Members shall notify the Association, without
delay, of the details of any new invention, design, or other
creation based on the MECHATROLINK Technology provided by
the Association and shall consult with the Association regarding
industrial property rights related to the said creation,
including its application. |
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| Article 13. Warranties |
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1.
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The Association shall
provide Members with a copy of the latest specifications
in possession of the Association as they are. |
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2.
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Members shall use
MECHATROLINK Technology at their own risk, without causing
any damage to the Association.
The Association shall not be liable in any way whatsoever
for the performance, quality, safety, or technical or economic
issues (e.g., manufacturing liability) related to MECHATROLINK
products developed and manufactured by Members. Any problem
caused by the disclosed MECHATROLINK Technology itself whenever
any such may occur shall be disclosed without delay and
discussed by the Members and the Association. |
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3.
|
Members whose MECHATROLINK
products and/or materials (catalogs, product manuals, and
Internet websites) related to the said products violate
the intellectual property rights or other rights of a third
party and cause or might cause a dispute with the said third
party, shall resolve the dispute at their own risk and cost.
The Association will cooperate with Members where possible,
if it deems such assistance to be necessary. |
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| Article 14. Certificate of Membership |
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The mail containing the Member Registration
Notification constitutes the Certificate of Membership.
Each Member shall be responsible for managing his own
ID numbers, vendor names, and vendor number provided in
the Member Registration Notification. The ID number, vendor
name, and vendor number are required for member identification
when making inquires, and must not be misused or used
illegally by a third party.
The Association shall not be liable in any way whatsoever
for any incorrect use or illegal use by a third party
of the ID number, vendor name, and vendor number.
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| Article 15. Jurisdiction |
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The Tokyo District Court shall
have exclusive jurisdiction over any lawsuit in connection
with this Agreement. |
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Article 16. Agenda
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Any issues not specified in this
Agreement, any objections regarding the terms and conditions
of this Agreement, or any revision of this Agreement shall
be resolved in good faith through consultation between the
Association and Members. |
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Article 17. Inquiries
|
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Inquiries to the Association shall
be sent to MECHATROLINK
Members Association |
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Formulated
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October 1st, 2005
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1st revision
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November 11th, 2005
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2nd revision
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November 22nd, 2005
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3nd revision
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March 1st, 2008
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4nd revision
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July 1st, 2008
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Attachment 1 : MECHATROLINK Membership Association
Membership
tax excluded
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