Article Ⅰ - Scope
This Agreement between the Taipei Economic and Cultural Represe-
ntative Office in the United States (TECRO) and the American In-
stitute in Taiwan (AIT) provides a framework through which the
National Institute of Standards and Technology Center for Neutr-
on Research (NCNR), the designated representative of AIT, may,
on a reimbursable basis, in areas of mutual interest in neutron
scattering research and the development of neutron scettering i-
nstrumentation, provide technical expertise and training to and
conduct scientific exchange activcites with the National Central
University (NCU) and the Institute of Nuclear Energy Research (
INER), the designated representatives of TECRO.
Article Ⅱ - Authorization
This Agreement is entered into pursuant to the Taiwan Relations
Act of April 10, 1979, Public Law 96-8, (22 USC 3301 et. Seq.).
Article Ⅲ - Program Goals
NCNR currently operates a broad range of world class cold neutr-
on instrumentation, and presently is also in the process of upg-
rading the thermal neutron instumentation to construct state-of-
the-art thermal neutron spectrometers. The purpose of this Agre-
ement is to provide research scientists associated with INER's
Taiwan Research Reactor - Ⅱ (TRR-Ⅱ) project, the training and
experience in neutron scattering techinques and the development
of neutron scattering intrumentation.
Article Ⅳ- Cooperative Activities
Specific cooperative activities will be detemined after consult-
ations between AIT and its designated repersentative, NCNR, and
TECRO and its designated representatives, NCU and INER. The typ-
es of cooperative activites may include the exchanges of scient-
ific information, scientific visits, seminars and workshops, and
joint cooperative research projects. All cooperative activites
undertaken pursant to this Agreement shall be subject to the re-
spective and applicable laws, regulations, policies, funding and
administrative procedures under which AIT and its designated re-
presentative, NCNR, and TECRO and its designated reprsentatives,
NCI and INER, operate.
This Agreement will:
i Allow INER's TRR-Ⅱ related scientists to perform cutting edge
neutron scattering research at the NCNR Beam Time will be all-
ocated on a scientifically compertivite basis, through either
the format proposal system or as NIST allocated time.
ii Allow INER's TRR-Ⅱ scientists to participate iin NCNR's the-
rmal neutron spertrometer safety modernization program. This
will provide essential sectrometer design experience for INER
's TRR-Ⅱ Project Staff.
Article V - Responsibilities of TECRO
A Pursuant to this Agreement, TECRO, through its designated rep-
resentatives, NCU and INER, shall assist AIT's designated rep-
resentative, NCNR, in obtaining visas and other documents nec-
essary for its personnel to visit Taiwan under the auspices of
AIt to carry out this Agreement.
B Pursuant to this Agreement, TECRO shall assist AIT's designat-
ed representative, NCNR, in obtaining the necessary permits a-
nd authorizations for carrying out the activities specifed in
this Agreement, including access to facilities and areas under
the jurisdiction of TECRO's designated representatives, NCI a-
nd INER by personnel of AIT's designated representative, NCNR,
who are in Taiwan under the auspices of AIT.
C TECRO shall, pursuant to this Agreement, assure that AIT and
its designated representative, NCNR, are held free and clear
of all customs duties and imposition charged by the authoriti-
es in the territory reprsented by TECTO. Neither AIT nor its
designated representative NCNR, shall be required to pay any
duties or taxes in executing the terms and conditions of this
Article Ⅵ - Responsibilities of AIT
AIT shall carry out its responsibilities pursuant to this Agree-
ment with due diligence and efficiency.
A Selection of NCU and INER scientific staff working on the TRR
-Ⅱ project to participate in activities associated with this
Agreement will be made jointly by AIT's designated representa-
tive, NCNR, and TECRO's designated representatives, NCU and I-
NER. Personnel will by selected by merit factors such as educ-
ation, experience and expertise.
B To the extent that reimbursements are made available to AIT by
TECRO, AIT through its designated representative, NCNR, will
make available such personnel, equipment and facilities neces-
sary to carry out activities pursuant to this Agreement.
C AIT's designated represtentative, NCNR, shall assume all costs
associated with the production of neutrons and maintenance of
the neutron spectrometers associated with this Agreement.
D AIT's designated representative, NCNR, shall identity suitably
qualifed personnel who are acceptable to TECRO's designated r-
eprsentaives, NCI and INER to visit NCU and INER for consulta-
E Pursuant to this Agreement, AIT, through its designated repre-
sentative, NCNR, shall assist TECRO in obtaining visas and ot-
her documents necessary for personnel of TECRO's designated r-
epresntatives, NCU and INER, to visit the United States under
the auspices of TECRO to carry our this Agreement.
Article Ⅶ - Financial Arrangements
A Activities under this agreement will be conducted on a fully
reimbursble basis unless other arrangements are specific and
mutually agreed in writing.
B TECRO shall pay all costs associated with service provide to
TECRO, or its designated representatives, NCU and INER under
this Agreement, including ancillary costs associated with the
neurton experments and instrumental development.
C Reimbursement shall be provided by TECRO for NCNR to arrange
for scientists to interface with the program and to provide on
-site supervision and training for the TRR-Ⅱ project staff.
D AIT shall provide TECRO with documentation supporting requests
for reimbursement in accordance with standard financil regula-
tions and prctices of AIT and its designated representative,
NCNR. Separate documents will be prepared for TECRO's designa-
ted representatives, NCI and INSR respectively.
E TECRO shall make all necessary arrangements to reimburse AIT
for all actual costs incurred by AIT, or its designated repre-
sentative, NCNR, in association with this Agreement.
F Ait and TECRO, through their designated representative(s) NC-
NR, INER and NCU, will mutually develop and agree upon an ann-
ual estimated budget for all activities associated with this
Agreement which will become appendices to this Agreement.
Article Ⅷ - Intellectual Property Considerations
A AIT and its designated representative, NCNR, and TECRO and it-
s designated representatives, NCu and INER, support the widest
possible dissmination of information provided, exchanged or a-
rising under this Agreement, subject to the need to protect p-
reexisting propretary information patent and copyright restri-
B The protection of Intellectual Property created or furnished
in the course of cooperative activities under this Agreement
shall be in accordance with the provisions of Annex I, which
is an integral part of this Agreement.
C Inormation transmitted by either Party or its designated repr-
esentative(s) to this Agreement to the other Party or its des-
ignated representative(s) shall be accurate to the best knowl-
edge and belief of the transmitting Party and its designated
Article Ⅸ - Liability
TECRO agrees to hold harmless, defand and indemnify AIT, NCNR,
their Directors, offices, employees, agents, representatives, a-
nd any division of the United States Government (the “Indemnif-
ied Parties”), from and against any and all claims, costs, ex-
penses, or losses of any kind or description, including reasona-
ble attorney's fees incurred to enforce this Agreement, if any
aris out of, or are in anyway related to activites under this A-
greement, specifically including, where permitted by law, claims
, costs, expenses, or losses of any kind or description, that a-
re attributable to the sole negligence of the Indemnified Parti-
es. Further this obligation shall survive termination of this
Article Ⅹ - Effective Date
This Agreement shall become effective on the date of last signa*
ture hereafter and shall remain in force for five years.
Article ⅩⅠ - Amendment and Termination
The provisions of this Agreement may be amended by written agre-
ement of AIT and TECOR in consultation with NCNR, INER and NCU.
Either Party may terminate this Agreement at any time by notifi-
cation to the other party in writing sixty days in advance of t-
he desired fermination date. It is understood that an attempt w-
ill be made to reach mutual agreement on the termination dates
to allow orderly termination of activities and repatriation of
personnel, settlement with sub-tier suppliers and the determina-
tion of settlement costs and the distrbution of project invento-
ries and supplies.
Article ⅩⅡ - Surviving Provisions
The provisions of Articles Ⅷ, including Annex I, shall survive
the expiration of this Agreement.
Article ⅩⅣ - Force Majeure
Any event of Force Majeure shall constitute an exusable delay.
Examples include, but are not limited to embargo, quarantine, w-
ar, public disorders, explosions, fire, earthquake or other acts
of God, the suspension, cancelation of failure to receive neces-
sary permissions, or any other condition beyond the control of
the Parties and their designated represntative(s) affected. Such
delays shall excuse the affected Party and its designated reprs-
entative(s) from performance during the period when prevented,
not terminate this Agreement, and require resumption of the per-
formance as promptly as possible, using all best efforts to rem-
ove the cause of nonperformance.
FOR THE TAIPEI ECONOMIC AND FOR THE AMERICAN INSTITUTE
CULTURAL REPRESENTATIVE OF- IN TAIWAN
FICE IN THE UNITED STATES
Lyushun Shen Barbara J. Schrage
Deputy Representative Deputy Managing Director
Pursuant to Article Ⅷ ot the Agreement between The Taipei econ-
omic and Cultural Representative Office in the United Stated (T-
ECRO) and The American Instituts in Taiwan (AIT) for Technical
Cooperation on Neutron Scattering Reserarch (the Agreement):
The Parties and their designated representatives shall ensure a-
dequate and effective protection of intellectual property crect-
ed or furnished under this Agreement and relevant implementing
arrangements. The Parties shall require their designated repres-
entatives to notify one another in a timely fashion of any pate-
ntable inventions or copyrighted work or business confidential
information arising under this Agreement and to seek protection
for such intellectual property or business information in a tim-
ely fashion Rights to such intellectual property shall be alloc-
ated as provided in this Annex.
A This Annex is applicable to all cooperative activities undert-
aken pursuant to this Agreement, except as otherwise specific-
ally agreed by the parties or their designated representative
B For purpose of this Agreement, 'intellectual property' shall
have the meaning found in Article 2 of the Convention Establi-
shing the World Intellectual Property organization, done at S-
tockholm, Sweden, July 14, 1967.
C This Annex addresses the allocation of rights, interests, and
royalties between the Parties' designated representative(s).
Each party shall require its designated representative (s) to
ensure that the other Party's designated representative (s) c-
na obtain the rights to intellectual property allocated in ac-
cordance with the Annex, by obtaining those rights from its o-
wn participants through contracts or other legal means, if ne-
cessary. This Annex does not otherwise alter or prejudice the
allocation between a Party's designated representative (s) and
its participants, which shall be determined by the law and pr-
actices of the territory represented by the party.
D Disputes concerning intellectual property arising under this
Agreement should be resolved through discussions between the
concerned participating instituitons or, if necessary, the Pa-
rties or their designated representative (s). Upon mutual wri-
tten agreement of the Parties, a dispute shall be submitted to
an arbitral tribunal for binding arbitration in accordance wi-
th the applicable rules or international law. Unless the Part-
ies agree otherwise in writing, the arbitration rules of UNC-
ITRAL shall govern.
E Termination or expiration of this Agreement shall not affect
rights or obligations under this Annex.
Ⅱ ALLOCATION OF RIGHTS
A Each designated representative shall be entitled to nonexclus-
ive, irrevocable, royalty-free license in the territory repre-
sented by its party to translate, reproduce, and publicly dis-
tribute scientigic and technical journals, articles, rports,
and books directly arising from cooperation under this Agreem-
ent. All publicly distributed copies of a copyrighted work pr-
epared under this proivsion shall indicate the names of the a-
uthors of the work unless an author explicitly declines to be
B Rights to all forms of intellectual property, other than those
rights described in Section Ⅱ (A) above, shall be allocated
1 Visiting researchers, for example, scientists visting prima-
rily in furtherance of their education, shall receive intel-
lectual property rights under the policies of the host inst
itution. In addition, each visiting researcher named as an
inventor shall be entitled to share in a portion of any roy-
alties earned by the host institution from the licensing of
such intellectual property.
2 (a) For intellectual property arising from research designa-
ted as joint research, for example, when the Parties' d-
esignated representatives, participating institutions,
or participating personnel have agreed in advance on th-
e scope of work, each designated representative shall be
entitled to obtain all rights and interests in the trer-
ritory represented by its Party. Rights and interests in
third countries will be determined in implementing arra-
ngements. If research is not designated as' joint resea-
rch' in the relevant implementing arrangement, rights to
intellectual property arising from the research will be
allocated in accordance with paragraph IIB1. In addition
, each person named as an iventor shall be entitled to
share in a portion of any royalties earned by either in-
stitution from the licensing of the property.
(b) Notwithstanding paragraph IIB.2 (a) where the laws of
the territory represented by one Party provide for a ty-
pe of intellectual property protection that is not avai-
lable under the laws of the territory represented by the
other Party, the designated representative of the first
Party shall be entitled to all rights and interests wor-
ldwide. Persons named as inventors of the property shall
nonetheless be entitled to royalties as provided in par-
Ⅲ BUSINESS-CONFIDENTIAL INFORMATION
In the event that information identified in a timely fashion as
business-confidential is furnished or created under the Agreeme-
nt, each Party's designated representative and its participants
shall protect such information in accordance with applicable la-
ws, regulations, and administrative practice of the terrtiory r-
epresented by its Party . Information may be idenitfied as 'bus-
iness-confidential' if a person having the information may deri-
vean economic benefit from it or may obtain a competitive advan-
tage over those who do not have it, the information is not gene-
rally known or publicly available from other sources, and the o-
wner has not previously made the information available without
imposing in a timely manner an obligation to keep it confidenti-
Estimated NIST Budget For Year Ⅰ
1) Reimbursement for training ($95,000)
a Approximately 3 man-years (Article Ⅶ (C)); and
b Ancillary costs for using the instruments (Article Ⅶ (B))
2) Reimbursement for travel expenses of up to two trips to Taiw-
an (Article Ⅶ-D) $5,000
Total Year 1 Estimated budget for reimbursement to NIST is $100,