The Taipei Economic and Cultural Office in Canada (TECO) and the
Canadian Trade Office in Taipei (CTOT), being desirous to enter
into a Memorandum of Understanding ("MOU") on cooperation on a
reciprocal basis to further their respective research and
technological objectives,
Have come to the following understanding:
1. COORDINATING AGENCIES
(a) CTOT designates the National Research Council (NRC) in
Canada to carry out this MOU on its behalf.
(b) TECO designates the National Science Council (NSC) in Taipei
to carry out this MOU on its behalf.
(c) NRC and NSC are hereinafter referred to jointly as the
"Participants".
2. GENERAL PROVISIONS
(a) The Participants will promote research and development
collaboration in the fields of science and technology of
mutual interest, to further the research and technological
development objectives of both Participants.
(b) The co-operative research and development program will be
aimed at encouraging the commercialization of research
deliverables and, as such, the Participants will encourage
industry co-operation or commitment.
(c) The Participants will accomplish this objective by
encouraging and facilitating close and frequent consultation
through the Steering Committee whose structure will be
determined in joint consultation.
(d) Nothing in this MOU will be construed to prejudice other
understandings for cooperation between the Participants now
existing or hereafter entered into.
3. APPLICATION OF THIS MOU
(a) Each Participant will designate a coordinator to carry out
the cooperation and activities between the two Participants.
(b) The Participants will establish a Steering Committee,
composed of representatives of the Participants and other
agencies as appropriate, to develop and oversee the
application of this MOU. This Steering Committee, which will
meet at least once a year, will also determine the general
fields and specific subjects of research in which
collaboration will take place. The Steering Committee will
consult in person or in writing whenever necessary to review
the activities carried out pursuant to this MOU and to
identify new ones that may be carried out for the mutual
benefit of both Participants.
4. SCOPE
The Scope of cooperative research and development may include
the following:
˙Molecular sciences
˙Astrophysics
˙Aerospace
˙Biological sciences
˙Biotechnology
˙Plant biotechnology
˙Biodiagnostics
˙Marine biosciences
˙Microstructural sciences
˙Information and telecommunications technologies
˙Remote sensing technologies
˙Surface transportation technologies
˙Advanced manufacturing technologies
˙Marine dynamics
˙Industrial materials
˙Construction technologies
˙Environmental research and technologies
˙National measurement standards
˙Science and technology information
˙Nanosciences and nanotechnology
˙Nutrisciences and health.
5. FORMS OF RESEARCH COLLABORATION
(a) The Participants may carry out research collaboration
through some or all of the following activities:
1) exchanges of scientific and technical information;
2) visits and exchanges of scientific and technical
personnel;
3) joint co-operative research projects (CRPs);
4) workshops and symposia.
(b) Other forms of collaboration, in addition to those
activities described above, may be determined through
consultations of the Steering Committee.
6. IMPLEMENTATION OF CO-OPERATIVE RESEARCH PROJECTS (CRPS)
The Participants will develop CRPs consistent with the
objectives of this MOU and subject to the operational
requirements of both Participants. A full description of each
CRP will be drawn up and signed as a legally binding
contract. Those contracts will be annexed to this MOU for
informational purposes only. That annex, which will not form
an integral part of this MOU, may be amended by the
Participants.
7. FUNDING
Unless otherwise mutually decided in writing, each
Participant will bear the costs of participating in
cooperative activities.
8. PUBLICATION OF RESEARCH RESULTS AND GENERAL PUBLICITY
(a) The Participants will make available to one another all
scientific and technical information developed through CRPs
in accordance with the terms of those CRPs.
(b) The Participants will mutually determine whether publication
of research results would involve disclosure of information
of commercial value, taking into consideration
non-disclosure requirements of the patent law of states
under which patents may be sought. With the consent of both
Participants, results of joint research may be published
jointly, or may be published by the Participant in whose
facilities the research was conducted. Each Participant will
inform the other of its intentions regarding the publication
of results, and will abide by accepted scholarly practice
concerning co-authorship.
9. RESEARCH FACILITIES
The Participants will make every effort to provide the other
Participant's researchers, visiting under this MOU, with
appropriate research facilities.
10. APPLICABLE LAWS AND REGULATIONS
(a) Each Participant will inform its visiting researchers of the
necessity to abide by the, rules and regulations of the host
Participant and the laws of the host country during their
stay.
(b) Each Participant will inform its visiting researchers of the
necessity to give to the host Participant a personal release
of liability for injuries.
(c) In implementing the cooperative activities under this MOU,
each Participant will be responsible, in accordance with its
national laws, for its own acts and the results thereof and
will not be responsible for the acts of the other
Participant.
11. INTELLECTUAL PROPERTY
(a) Neither Participant will be obliged to grant rights in
inventions or technology that belong to it as a result of
work preceding or independent of this MOU. However, unless
prevented by prior commitments, each Participant will make
the inventions and technology available to the other
Participant and to their licensees, on reasonable commercial
terms, as necessary to facilitate commercial undertakings
and licensing of technology arising from the work performed
under a CRP.
(b) A joint invention, produced by researchers from both
Participants may result from the work performed under a CRP.
In such case, the Participants will use their best efforts
to distinguish their respective contributions in order that
they might file separate patent applications for their own
contributions.
(c) It may not however prove feasible to distinguish the
respective contribution of each Participant to a joint
invention. In this case, the Participants will name all
inventors from both Participants in the patent application
and the patent will be owned by both Participants in shares
which reflect the relative contribution of each to the
research effort. The Participants will cooperate to share
the cost of obtaining and maintaining the patent, in the
same proportions in which they own the invention. If either
Participant chooses not to participate in patenting, it will
inform the other of this intention in writing and promptly
assign, without charge to the other Participant, all rights
necessary to apply for patents without any sharing of costs
or eventual revenues related to those patents.
(d) Each Participant will authorize the other to license
independently third parties to use jointly-owned patented
inventions and to reproduce material in which copyright is
jointly owned. Each Participant will:
1) inform the other when a license is under negotiation, and
provide the other with a final copy of the licence;
2) share the annual revenue from such licences with the
other Participant in proportion to its ownership of the
invention; and
3) use its best efforts to arrange licences that result in
industrial exploitation that is equitably apportioned
between the two Participants and that seek exploitation
in territories represented by the two before other
countries.
(e) The Participants will decide on a patenting strategy in
consultation.
(f) Immediately upon filing any patent application relating to
work performed under a CRP, each Participant will give the
other a copy of the application, and, if specifically
requested, copies of correspondence with the patent office.
If this disclosure is made in confidence, it will be clearly
labelled as confidential material. Both Participants, while
respecting the confidential nature of such communications,
may immediately use that invention to the same extent
permitted by law as when a patented invention is used for
research purposes without a licence.
12. Confidentiality
(a) Neither Participant will disclose to third parties any trade
secret or confidential information of the other Participant.
(b) Neither Participant will use any trade secret or
confidential information of the other Participant except for
the purpose of research co-operation pursuant to this MOU or
for the purpose of licensing jointly-owned intellectual
property from which revenues will be shared.
(c) Paragraphs 12 (a) and 12 (b) do not apply to trade secrets
or confidential information of a Participant that is made
available in the public domain through no fault of the other
Participant.
13. Term of this Memorandum of Understanding
(a) This MOU will come into effect upon signature and will
continue in effect for a period of five (5) years
thereafter, unless terminated prior to that date by either
CTOT or TECO. Either CTOT or TECO may terminate this MOU on
ninety (90) days' written notice to the other. In case of
termination for whatever cause, the provisions concerning
intellectual property and publication will continue in
effect so long as the research results have commercial value
or present significant scientific interest. In addition, if
this MOU is terminated for whatever cause, the CTOT and TECO
will ensure that their Coordinating Agencies continue to
provide joint funding for those CRPs already in effect and
that all the provisions of this MOU will continue to be in
effect until those CRPs are completed.
(b) This MOU may be extended for a further five (5) year term by
mutual decision of CTOT and TECO with the same provisions,
including the renewal provision.
(c) The coming into effect of this MOU will terminate the
Memorandum of Understanding between the Canadian Trade
Office in Taipei and the Taipei Economic and Cultural
Office, Canada signed 2 October 1997 and its Amendment
signed 27 September 2001.
SIGNED at_________this______day of__________________2007, in
duplicate, in the Chinese, English and French languages, each
version being equally valid.
FOR THE TAIPEI ECONOMIC AND FOR THE CANADIAN TRADE OFFICE
CULTURAL OFFICE, CANADA IN TAIPEI
____________________________ ________________________________
WITNESS: WITNESS:
FOR THE NATIONAL SCIENCE FOR THE NATIONAL RESEARCH
COUNCIL COUNCIL
____________________________ ________________________________