WHEREAS subject to the availability of personnel, material, and
appropriated funds, the American Institute in Taiwan (hereinaft-
er referred to as the "AIT"), through its designated representa-
tive, the U.S. Nuclear Regulatory Commission (USNRC) , is carr-
ying out a research program in the area of Probabilistic Risk
Assessment of Nuclear Power Reactors;
WHEREAS the Taipei Economic and Cultural Representative Office
in the United States (hereinafter referred to as "TECRO") has an
interest in access to information which has been developed and
continues to arise from this program and wishes to collaborate
with AIT;
Considering that the AIT and TECRO, hereinafter referred to as
the Parties:
1.Have a mutual interest in cooperation in the field of safety
research with the objective of improving and thus ensuring the
safety of civilian nuclear installations on an international
basis;
2.Recognize a need to equitably share both the resources result-
ing from this research and the effort required to develop tho-
se resources;
3.Have an interest in cooperating in the reliability, risk asse-
ssment, and other related areas of nuclear safety research;
They have therefore AGREED as follows:
ARTICLE I - PROGRAM COOPERATION
The Parties, in accordance with the provisions of this Agreement
and subject to applicable laws and regulations in force in the
territories they represent, will join together for cooperative
nuclear reactor safety research in the area of probabilistic ri-
sk assessment programs and other related program areas in nucle-
ar reactor safety sponsored by the Parties.
ARTICLE II - FORMS OF COOPERATION
Cooperation between the Parties, through their designated repre-
sentatives, may take the following forms:
A.The exchange of information in the form of technical reports,
experimental data, correspondence, newsletters, visits, joint
meetings, and such other means as the Parties agree.
B.The temporary assignment of personnel of the designated repre-
sentative of one Party or of the designated representative's
contractors to the laboratory or facilities owned by the desi-
gnated representative of the other Party or in which the desi-
gnated representative of the other Party sponsors research.
Each assignment will be considered on a case-by-case basis and
be the subject of a separate attachment-of-staff arrangement
between the Parties.
C.The execution of joint programs and projects, including those
involving a division of activities between the designated rep-
resentatives of the Parties. Each joint program and project
will be considered on a case-by-case basis and may be the sub-
ject of a separate agreement, if determined to be necessary by
either of the Parties to this Agreement or their designated
representatives. Otherwise, it will be accomplished by an exc-
hange of letters between the designated representatives of the
Parties, subject at least to the terms and conditions of this
present Agreement.
D.The use, by the designated representative of one Party, of fa-
cilities that are owned by, or in which research is being spo-
nsored by the designated representative of the other Party.
Use of these facilities may be subject to commercial terms and
conditions.
E.If a Party or its designated representative wishes to visit,
assign personnel, or use the facilities owned or operated by
entities other than the Parties to this Agreement or their de-
signated representatives, the Parties recognize that prior ap-
proval of such entities will, in general, be required by the
receiving Party or its designated representatives.
F.Any other form agreed between the Parties.
ARTICLE III - SCOPE OF AGREEMENT
The Parties, in accordance with the provisions of this Agreement
, will undertake, through their designated representatives, a
program for cooperative research in probabilistic risk assessme-
nt (referred to as COOPRA). This cooperative program will inclu-
de technical information exchange in the areas of reliability,
risk, and other related areas of research as mutually agreed by
the Parties.
The specific elements and details of this cooperation are outli-
ned in Appendix A, which is an integral part of this Agreement.
The topics and programs outlined in Appendix A will be updated
and adjusted periodically as the programs develop during the ti-
me this cooperation is in force.
ARTICLE IV- ADMINISTRATION OF THE AGREEMENT
A.The designated representatives of the AIT and TECRO will each
designate an Administrator to coordinate and determine the de-
tailed implementation of this Agreement. These Administrators
may, at their discretion, delegate this responsibility to the
appropriate technical staff with respect to a given issue.
B.Information on matters related to organization, budget, perso-
nnel, or management may be restricted and not provided as part
of the general information exchange under this Agreement.
C.AIT and TECRO, through their designated representatives, will
endeavor to select technical personnel for assignments to the-
se cooperative programs who can contribute positively to the
programs. The technical personnel assigned for extended perio-
ds will be considered visiting scientists (non-salaried) with-
in the programs in this Agreement and will be expected to par-
ticipate in the conduct of the analysis and/or experiments as
necessary.
D.Each Party to this Agreement and their designated representat-
ives will have access to all nonproprietary reports written by
the technical personnel of the other Party's designated repre-
sentative assigned to the respective programs that derive from
the first Party's participation in those programs.
E.Administrative details concerning questions such as security,
indemnity, and liability related to the assignees or trainees
will be addressed in personnel assignment agreements between
the respective Parties.
F.Travel costs, living expenses, and salaries of visiting techn-
ical personnel or personnel participation in program review
meetings will be borne by their respective organizations.
ARTICLE V- EXCHANGE AND USE OF INFORMATION AND INTELLECTUAL PRO-
PERTY
A.General
The Parties support the widest possible dissemination of info-
rmation provided or exchanged under this Agreement, subject
both to the need to protect proprietary or other confidential
or privileged information as may be exchanged hereunder, and
to the provisions of the Intellectual Property Addendum, which
is an integral part of this Agreement.
B.Definitions (As used in this Agreement)
1.The term "information" means nuclear energy-related regulatory
, safety, safeguards, waste management, scientific, or techni-
cal data, including information on results or methods of asse-
ssment, research, and any other knowledge intended to be prov-
ided or exchanged under this Agreement.
2.The term "proprietary information" means information created
or made available under this Agreement which contains trade
secrets or other privileged or confidential commercial inform-
ation (such that the person having the information may derive
an economic benefit from it or may have a competitive advanta-
ge over those who do not have it), and may only include infor-
mation which:
a.has been held in confidence by its owner;
b.is of a type which is customarily held in confidence by its
owner;
c.has not been transmitted by the owner to other entities (incl-
uding the receiving Party or its designated representative)
except on the basis that it be held in confidence;
d.is not otherwise available to the receiving Party, or its des-
ignated representative, from another source without restricti-
on on its further dissemination; and
e.is not already in the possession of the receiving Party or its
designated representative.
3.The term "other confidential or privileged information" means
information, other than "proprietary information," which has
been transmitted and received in confidence and which is prot-
ected from public disclosure under the laws and regulations of
the territory represented by the Party providing the informat-
ion.
C.Marking Procedures for Documentary Proprietary Information
A Party receiving documentary proprietary information pursuant
to this Agreement will respect the privileged nature thereof,
provided such proprietary information is clearly marked with
the following (or substantially similar) restrictive legend:
"This document contains proprietary information furnished in
confidence under an Agreement dated between the American Inst-
itute in Taiwan and the Taipei Economic and Cultural Represen-
tative Office and will not be disseminated outside these orga-
nizations, their designated representatives, consultants, con-
tractors, and licensees, and concerned departments and agenci-
es of the authorities in the territories represented by the
AIT and TECRO without the prior approval of (name of transmit-
ting Party). This notice will be marked on any reproduction
hereof, in whole or in part. These limitations will automatic-
ally terminate when this information is disclosed by the owner
without restriction."
This restrictive legend will be respected by the receiving Pa-
rty and proprietary information bearing this legend will not
be used for commercial purposes, made public, or disseminated
in any manner unspecified by or contrary to the terms of this
Agreement without the consent of the transmitting Party.
D.Dissemination of Documentary Proprietary Information
1.In general, proprietary information received under this Agr-
eement may be freely disseminated by the receiving Party wi-
thout prior consent to persons within or employed by the re-
ceiving Party, and to concerned authorities in the territory
represented by the receiving Party.
2.In addition, proprietary information may be disseminated wi-
thout prior consent:
a.to prime or subcontractors or consultants of the receiving
Party, or its designated representative, located within
the geographical limits of the territory represented by
that Party for use only within the scope of work of their
contracts with the receiving Party in work relating Party
to the subject matter of the proprietary information;
b.to domestic organizations permitted or licensed by the au-
thorities of the territory represented by the receiving
Party to construct or operate nuclear production or utili-
zation facilities, or to use nuclear materials and radiat-
ion sources, provided that such proprietary information is
used only within the terms of the permit or license; and
c.to domestic contractors of organizations identified in D.2
.b., above, for use only in work within the scope of the
permit or license granted to such organizations;
Provided that any dissemination of proprietary information
under D.2.a., b., and c., above, will be on an as-needed,
case-by-case basis, will be pursuant to an agreement of con-
fidentiality, and will be marked with a restrictive legend
substantially similar to that appearing in Article V.C., ab-
ove.
3.With the prior written consent of the Party furnishing prop-
rietary information under this Agreement, the receiving Par-
ty may disseminate such proprietary information more widely
than otherwise permitted in subsections 1. and 2. The Parti-
es will cooperate in developing procedures for requesting
and obtaining approval for such wider dissemination, and ea-
ch Party will grant such approval to the extent permitted by
its policies, regulations, and laws.
E.Marking Procedures for Other Confidential or Privileged Infor-
mation of a Documentary Nature
A Party receiving under this Agreement other confidential or
privileged information will respect its confidential nature,
provided such information is clearly marked so as to indicate
its confidential or privileged nature and is accompanied by a
statement indication:
1.that the information is protected from public disclosure by
the authorities of he territory represented by the transmit-
ting Party or their designated representative and
2.that the information is transmitted under the condition that
it be maintained in confidence.
F.Dissemination of Other Confidential or Privileged Information
of a Documentary Nature
Other confidential or privileged information may be dissemina-
ted in the same manner as that set forth in paragraph D., Dis-
semination of Documentary Proprietary Information
G.Non-Documentary Proprietary or Other Confidential or Privileg-
ed Information
Non-documentary proprietary or other confidential or privileg-
ed information provided in seminars and other meetings arrang-
ed under this Agreement, or information arising from the atta-
chments of staff, use of facilities, or joint projects, will
be treated by the Parties according to the principles specifi-
ed for documentary information in this Agreement; provided,
however, that the party, or designated representative, commun-
icating such proprietary or other confidential or privileged
information has placed the recipient on notice as to the char-
acter of the information communicated.
H.Consultation
If, for any reason, one of the Parties becomes aware that it
will be, or may reasonably be expected to become, unable to
meet the non-dissemination provision of this Agreement, it wi-
ll immediately inform the other Party. The Parties will there-
after consult to define an appropriate course of action.
I.Other
Nothing contained in this Agreement will preclude a Party from
using or disseminating information received without restricti-
on by a Party from sources outside of this Agreement.
ARTICLE VI- FINANCIAL CONSIDERATIONS
In addition to the in-kind technical contributions indicated in
Appendix A (Part II), TECRO will contribute financially to AIT
and its designated representative's program described in this
Agreement. Specifically, TECRO will contribute $25,000 USD per
year for five years, through AIT, to the Cooperative Probabilis-
tic Risk Assessment Program (COOPRA). The first payment is to be
made upon signature for calendar year 1999. Successive payments
are to be made on or before the last day of June of each year.
ARTICLE VII - DISPUTES AND WARRANTY OF INFORMATION
A.All costs arising form implementation of this Agreement will
be borne by the Party, or designated representative, that inc-
urs them except when specifically agreed to otherwise. It is
understood that the ability of the Parties and their designat-
ed representatives to carry out their obligations is subject
to the availability of funds. It is also understood that the
terms herein agreed to represent feasible commitments accordi-
ng to the best understanding regarding resources and costs at
the time of signature.
B.Information furnished by one Party to the other under this Ag-
reement will be accurate to the best knowledge and belief of
the Party supplying the information. However, the application
or use of any information exchanged or transferred between the
Parties under this Agreement will be the responsibility of the
Party receiving the information, and the transmitting Party
does not warrant the suitability of the information for any
particular use or application.
C.Cooperation under this Agreement will be in accordance with
the laws and regulations of the respective territories repres-
ented by AIT and TECRO. Any dispute or questions between the
Parties concerning the interpretation or application of this
Agreement arising during its term will be settled by mutual
agreement of the Parties.
D.AIT and the designated representative make no warranties, wha-
tsoever, for the ability or suitability of any code or other
analytical technique to perform in any particular manner for
any particular purpose, or to accomplish any particular task.
The AIT and its designated representative accept no liability
for damages of any type that may result from the use of codes
or other analytical techniques provided under this Agreement.
ARTICLE VIII - OTHER CONSIDERATIONS
A.All AIT and its designated representative computer codes diss-
eminated under this Agreement are to be considered privileged
information unless otherwise noted, are protected as such by
AIT and its designated representative, and shall be treated
likewise by TECRO and its designated representative. They are,
in particular, subject to all of the provisions of this Artic-
le including the requirement for an agreement of confidential-
ity (see Article V) prior to dissemination, with the exception
that they need not be marked with the restrictive designation.
The codes are subject to this protection in both object and
source forms and as recorded in any media.
B.AIT and its designated representative's codes and other relat-
ed analytical techniques covered under this Agreement, and any
improvements, modifications or updates to such codes or techn-
iques, are for the purpose of reactor and plant systems safety
research and licensing and will not be used for commercial pu-
rposes, or for other benefits not related to the study of rea-
ctor safety without the prior consent of AIT's designated rep-
resentative. Neither will these codes nor any other related
analytical techniques be advertised directly or by implication
to obtain contracts related to the construction or servicing
of nuclear facilities, nor will advertising imply that AIT or
its designated representative has endorsed any particular ana-
lyses or techniques.
C.All reports published within the scope of this Agreement and
all meetings held will be in English.
ARTICLE IX - FINAL PROVISIONS
A.This Agreement will enter into force upon signature retroacti-
ve from January 1, 1999, and will remain in force for a period
of five years.
B.The Parties enter this Agreement with the understanding that
reasonable allowances for normal delays will be made in compl-
eting the work. The Parties and their designated representati-
ves have the right to utilize information provided under this
Agreement after the expiration date; however, all information
protected by provisions of this Agreement as proprietary, con-
fidential, privileged, or otherwise subject to restriction on
disclosure will remain so protected indefinitely unless mutua-
lly agreed otherwise in writing by the Parties.
C.A Party may terminate this Agreement after providing the other
Party written notice of its intent to terminate 180 days in
advance. The Party not termination will notify the terminating
Party before the effective date of termination if termination
will result in the terminating Party receiving a disproportio-
nate share of the expected benefit from this Agreement. Both
Parties will endeavor to reach an equitable settlement of the
matter through negotiation.
D.The Parties to this Agreement reserve the right to modify or
extend the specific activities described in Article III within
the intended scope of the Agreement upon written concurrence
of their Administrators of their designated representatives.
E.If the portion of the research program of any Party that is
pertinent to this Agreement is substantially reduced or elimi-
nated, the technical scope described in Article III may be ad-
justed to substitute research of equivalent programmatic inte-
rest upon mutual agreement of the Parties.
IN WITNESS WHEREOF, the Parties have signed the present Agreeme-
nt.
FOR THE TAIPEI ECONOMIC AND CULTURAL REPRESENTATIVE OFFICE IN
THE UNITED STATES:
Benjamin J. Y. Lo
Deputy Representative
12/27/99
Washington, D.C.
FOR THE AMERICAN INSTITUTE IN TAIWAN:
Barbara J. Schrage
Deputy Managing Director
7/20/99
Washington, D.C.
APPENDIX A (omitted)
INTELLECTUAL PROPERTY ADDENDUM (omitted)