NDA (Non-Disclosure Agreement)

Xtra Inc. (henceforth referred to as Xtra), which manages Conyac (conyac.cc) and the Conyac freelancer (you, henceforth referred to as "freelancer") will enter into a contract regarding the confidential and personal information from the client that is acquired on Conyac. Unless otherwise specified in this contract, the terms used in this contract conform to the terms defined in the Terms of Service of Conyac.

Article 1 (Confidential and Personal Information)

1. The parties in this contract will maintain the secrecy of all confidential information related to the request that has been set as private, will only use the aforementioned information for the purpose of dealing with the request, and will not disclose or leak the aforementioned information to a third party. However, the following will be excluded as confidential information:
   1. Information that is already publicly known when the client disclosed it.
   2. Information that the client released to the freelancer that became publicly known by the client without being part of the freelancer's responsibility.
   3. Information that the client disclosed to the freelancer before the freelancer agreed to the Non-Disclosure Agreement.
   4. Information that the freelancer independently obtained from a third party without a Non-Disclosure Agreement.
   5. Information that the freelancer independently developed without the information that the client disclosed.
   6. Information obligated by law or by a final and binding judgment.
2. No personal information, whether private or public, that is acquired on Conyac will be disclosed or leaked to a third party. Personal information in this contract (henceforth referred to as personal information) is information designated by article 2 of "the law related to the protection of personal information (個人情報の保護に関する法律, Japanese Law)" and by the client, regardless of whether it is publicly known.

Article 2 (Preservation of Confidential and Personal Information)

1. The freelancer will strictly maintain the secrecy of confidential information, will not disclose or leak it, and must not use or appropriate it for anything other than the purpose of translating the request.
2. Without written consent from the client, the freelancer will strictly maintain the secrecy of personal information and must not leak or disclose the information to a third party, and must not use the information for anything other than the purpose of translating the request.
3. If the freelancer is demanded by law and ordinances, regulations, court decision or court order, or administrative order or administrative direction to disclose confidential and/or personal information, the freelancer must notify Xtra about it immediately to provide Xtra an opportunity to prepare the proper procedure to oppose the disclosure and exhibition of the confidential and personal information. Xtra will inform the client of that effect and will respond appropriately on that occasion. In that situation, Xtra will be able to perform all measures quickly and appropriately in order to maintain the secrecy of the confidential and personal information. Furthermore, even if the freelancer has disclosed the information, only the very minimum of the contents required by the law will be disclosed.

Article 3 (The Control and Erasure of Confidential and Personal Information)

1. The freelancer must erase and dispose all of the confidential and personal information (confidential and personal information that is recorded in media, duplication, reproduction, deliverables) to the fullest extent possible. Only in the situation where erasure is not possible, it will be strictly stored and controlled so that parties besides the freelancer will not be able to contact, inspect or access the information. Even after the freelancer has erased and disposed of the confidential and personal information, he or she will obey the Non-Disclosure Agreement regarding the contents of the confidential and personal information as stated in this contract.
2. The freelancer has no obligation towards the client to maintain the secrecy of the information that does not correspond as stated in this document.

Article 4 (Non-Guaranteed)

1. From entering this contract, Xtra and the freelancer mutually acquires privileges to whatever is not included in this contract and recognizes that they do not assume any responsibility.

Article 5 (Effective Date)

1. The effective date of this contract is for one year from entering the contract. However, if the freelancer continues to translate on Conyac while there are no revisions to the contract, the contract will automatically be extended for one year, and will do so hereafter. Furthermore, the Non-Disclosure Agreement's responsibility of the contract will continue for five years after the termination of the contract.

Article 6 (Governing Law)

1. The contract has Japanese law as its governing law and will be interpreted in accordance to it.

Article 7 (Governing Law)

1. We will attempt to smoothly resolve items not regulated by the contract through a distinct special consultation.