1  Objective

The Objective of this Memorandum of Understanding (“XGP Forum”) is to introduce, operate and spread, on a world-wide basis, eXtended Global Platform　(XGP) described in A-GN4.00-01-TS by us, ITU-R Rec M1033 APPENDIX 6 by ITU-R, and STD-T95 by ARIB, and to thereby contribute to the improved convenience of telecommunications users and to the consequential benefit of the people of the world (the “Objective”).

The Objective is based upon the open technical specifications of XGP and upon the recognition of the great potential of XGP – in the rapidly and globally expanding area of mobile telecommunications – to economically realize mobile telecommunication networks, wireless local loop, wireless PBX, multimedia application and other certain applications.

2  Signatory

Any organization who is a telecommunications carrier providing XGP telecommunication services using XGP technologies, a manufacturer of XGP-related equipment or is otherwise involved in XGP business and who has the intention of supporting the achievement of the objective is qualified to sign this XGP Forum

3  XGP Forum

3.1  Signatories to this XGP Forum shall each become a member of XGP Forum (the “Forum”) in order to achieve the Objective.

3.2  The Forum shall be an open and voluntary organization.

3.3  The Forum shall operate in accordance with the Rules of XGP Forum attached hereto (the ”Rules”).

3.4  Telecommunication authorities, standards organizations, certification organizations or other organizations who are interested in XGP may each participate in the Forum in accordance with the Rules.

4  Activities of The Forum

The activities of the Forum shall be as follows:

4.1  elaboration of technical specifications relating to XGP;

4.2  promotion of the common use of XGP terminals;

4.3  development of XGP services;

4.4  promotion of XGP international roaming;

4.5  security management relating to XGP;

4.6  promotion of the use of intellectual properties relating to XGP;

4.7  promotion of and promotional campaigns relating to XGP;

4.8  other activities to achieve the objective.

1  Objective of The Forum

XGP Forum (the “Forum”) is established and operated to achieve the objective stated in the Memorandum of Understanding in respect of eXtended Global Platform (XGP) (“XGP Forum”).

2  Membership

Signatories to the XGP Forum shall become members (the “Members”) of the Forum.

3  Authorities, Public Organizations and Observers

3.1  Telecommunication authorities in countries where XGP is adopted (“Authorities”), and standards organizations and certification organizations relating to XGP (“Public Organizations”) may each become participants in the Forum and may facilitate the efficient and effective operation of the Forum.

3.2   Telecommunication authorities, standards organizations and certification organizations interested in the introduction of XGP, and those interested in entry into XGP-related business may each become observers (the ”Observers”) of the Forum.

4  Activities

The activities of the Forum shall be as follows:

4.1  Elaboration of technical specifications relating to XGP

       The Forum shall support the world-wide introduction and operation of XGP in various areas of application by setting, maintaining and revising the technical specifications of XGP (the “Specifications”).

        The specifications, according to the procedure adopted by the general meeting of the Forum, shall be published and thereby promote the world-wide introduction and operation of XGP.

        The Forum shall pay due attention to the individual particularities of countries and support the standards organizations of such countries in order to establish XGP-related standards in accordance with the Specifications.

4.2  Promotion of the common user of XGP terminals

       The Forum shall pay due attention to each country’s telecommunication authorities in respect of certification of XGP terminals.

4.3  Development of XGP services

       The Forum shall develop services to meet various local needs of XGP users and support the spread of such services.

4.4  Promotion of XGP international roaming

       The Forum recognizes that international roaming is desired in the area of international mobile telecommunications, and shall accordingly support the promotion of the introduction of XGP international roaming.

4.5  Security management relating to XGP

       The Forum shall undertake necessary procedures for applying for the disclosure of authentication algorithms and other such technical information, and shall allocate and manage identification numbers applicable to wireless XGP equipment.

4.6  Promotion of the use of intellectual properties relating to XGP

       The Forum shall support negotiations for the use of intellectual properties relating to XGP.

4.7  Promotion of and promotional campaigns relating to XGP

       The Forum shall promote and conduct promotional campaigns relating to XGP by holding seminars, exhibitions and international conferences, and by distributing promotional materials.

4.8  Other activities to achieve the objective as stated in XGP Forum

       The Forum shall undertake other activities to achieve the objective stated in XGP Forum.

5  General Meetings

5.1  General meetings of the Forum shall be held annually and extraordinarily at any time during the year if necessary.

5.2  General meetings of the Forum shall be convened by, and chaired by, the Chairperson of the Forum (the “Chairperson”).

5.3  Members, Authorities and Public Organizations may attend at the general meetings of the Forum and state their respective opinions.

5.4  Observers may observe the general meetings of the Forum by the approval of the Chairperson.

5.5  Resolutions of the general meetings of the Forum shall, unless otherwise stated herein, pass by a majority of votes present at such meetings where a majority of the votes are present.

5.6  In the event of tie in voting, the Chairperson shall have a casting vote.

5.7  Specific matters relating only to certain Members may, if approved by the resolution of a general meeting of the Forum, be determined by the resolution of the meeting of relevant Members. Resolutions of the meetings of relevant Members shall pass by a majority of votes present at such meetings where a majority of the total number of relevant votes are present.

6  Chairperson and Vice-Chairperson

6.1  The Chairperson and Vice-Chairperson(s) of the Forum (the “Vice-Chairperson”) shall be elected by a general meeting of the Forum from among the candidates nominated by the Members.

6.2  The term of office each of the Chairperson and Vice-Chairperson shall be two (2) years from their respective assumption of office and they may be re-elected.

6.3  The Chairperson shall represent the Forum.

6.4  The Vice- Chairperson shall perform the duties of the Chairperson in the event of absence of the Chairperson.

7  Matters To Be Determined by General Meeting

The general meeting of the Forum shall discuss and determine the matters as stated herein and any other material matters relating to the activities of the Forum, including the annual activity plan, annual budget, and settlement of accounts of the Forum.

8  Voting

8.1  Each Member shall have the number of votes in accordance with own membership fee unit, provided that maximum is three (3) at general meetings of the Forum.

8.2  The Authorities, Public Organizations and Observers shall not have any vote at general meetings of the Forum.

9  Steering Committee

9.1  The Forum shall have a Steering Committee. It is composed of the Chairperson, the Vice-chairpersons and Members.

9.2  Members of the Steering Committee shall be elected from among Members by general meeting of the Forum.

9.3  The chairperson of the Steering Committee shall be the Chairperson.

9.4  The Steering Committee shall conduct the following activities:

10  Working Groups

10.1   With the approval of a general meeting of the Forum, working groups including ad hoc working groups may be established to support certain technical or special aspects of the activities of the Forum.

10.2   Working groups shall in principle be composed of experts who are Members or who belong to Member organizations, but may include certain experts who are or belong to Authorities and Public Organizations, or any other experts.

11  Secretarial Office

11.1   The Forum shall have a secretarial office, headed by the general secretary of the Forum (the “General Secretary”).

11.2  The General Secretary shall be appointed by the Chairperson.

11.3  The secretarial office of the Forum shall perform (a) secretarial work in respect of general meetings of the Forum, the Steering Committee and working groups, (b) the maintenance of documents and (c) general affairs of the Forum.

11.4  The Secretariat shall execute the right to coordinate on external affairs on behalf of the Forum.

11.5  The Secretariat bears the obligation to support respective Working groups by following WG leaders’ instructions and plans to coordinate accordingly with relevant external organizations.

11.6  The Secretariat is entitled of the privilege to make immediate judgment and to take justified actions in case of emergency.

11.7  The Secretariat is bound to report its activities concerning external parties on the general meeting before or after actions being taken.

11.8  In addition, to execute the tasks stated in the Item 11.4 to Item 11.7, positions for Coordinator on External Affairs and Senior Coordinator on External Affairs are created.

12  Application Procedure

12.1   Any organization wishing to be a Member shall duly execute the XGP Forum and submit it to the Chairperson.

12.2  Any organization wishing to be an Authority, Public Organization or Observer shall duly file and an application to this effect to the Chairperson. The term of Observer-ship shall be one (1) year.

12.3  Applicants to become Members, Authorities, Public Organizations or Observers shall become respective Members, Authorities, Public Organizations or Observer once the XGP Forum or an application is recognized to be in order and approved by the Chairperson; provided, however, that new Members, Authorities, Public Organizations or Observers shall at the first general meeting of the Forum held thereafter be approved as such and if not so approved shall lose such status, effective retroactively.

13  Attendance of Non-Members, etc.

Non-Members, non – Authorities and Public Organizations and non-Observers may attend general meetings of the Forum or meetings of working groups if approved by general meeting of the Forum.

14  Withdrawal from the Forum

14.1  Members, Authorities, Public Organizations or Observers who wish to withdraw from the Forum shall submit a three (3) month advance notice thereof in writing to the Chairperson.

14.2  Any such withdrawal shall be notified by the Chairperson to all Members, Authorities and Public Organizations.

15  Expulsion from The Forum

15.1  The Forum may expel a Member, Authority, Public Organization or Observer by special resolution of a general meeting of the Forum in the following events:

16  Membership Dues

The Forum shall be operated by fees paid by Members, such fee determined by general meeting of the Forum.

17  Procedural Regulations

The Forum may at its general meeting establish procedural regulations in order to operate the Forum efficiently and effectively.

18  Documents

18.1  All documents created by a general meetings of the Forum, meetings of the Steering Committee, working groupms and the secretarial office (“Documents”) may, except where the general meeting otherwise restricts, be available to Members, Authorities and Public Organizations.

18.2  Documents shall be classified as either public documents or non-public documents. Documents classified as public documents may be available to the public, while Documents classified as non-public documents may be available only to Members, Authorities and Public Organizations and not by others unless so approved by general meeting of the Forum.

19  Fiscal Year

The fiscal year of the Forum shall commence on July 1 of each year and end on June 30 of the following year.

20  Amendment of Rules

These Rules may be revised or amended by a special resolution of the general meeting of the Forum, the requirement of which are set out the same manner as specified in Rule 15-2 hereof.

21  Language

The Ruled shall be stated in the English.

*  Temporary Provision

*.1   These Rules shall become effective upon their approval at the general meeting to establish the Forum.

*.2  Unspecified in Rule 16, on condition that one unit shall be JPY300,000 per year, each member shall contribute one unit or more units of membership fee.

*.3  A member of Steering Committee is entitled to contribute three units per year which is equivalent to JPY900,000 per year.