TECHNICAL COOPERATION AGREEMENT
This Technical Cooperation Agreement (hereinafter referred to as
"Agreement") , is made by and between TELECOMMUNICATION LABORA-
TORIES (hereinafter referred to as "TL") , a subordinate of the
Directorate General of Telecommunications, Ministry of Transpor-
tation and Communications, Republic of China (hereinafter refer-
red to as "DGT"), which principal offices are located at No. 12
Lane 551, Sec. 3, Min-Tsu Rd., Kao Jung Li, Yang Mei Chen, Tao-
yuan Hsien and BELL-NORTHERN RESEARCH LTD. (hereinafter referr-
ed to as "BNR") , which principal offices are located at 3500 C-
arling Avenue, Nepean, Ontario, Canada, K2H 8E9.
WHEREAS, TL and BNR have complementary interests and intend to
enter into an agreement for the mutual benefits of both organiz-
ations.
NOW THEREFORE, in consideration of the mutual promises made her-
ein, the Parties (sometimes referred to herein collectively as
the "Parties",and individually as a "Party") hereby agree with
the following provisions and terms;
ARTICLE 1
TERM
1.1 This Agreement shall take effect on the Ist day of January,
1995 and shall remain in force for a term of three (3) year
unless the term is extended or modified by mutual advance w-
ritten consent of the Parties.
ARTICLE 2
SCOPE OF COOPERATION
2.1 The technical cooperation programs under this Agreement sha-
ll be jointly carried out by TL and BNR, subject to their r-
espective legal requirements and restrictions, in the fields
of Systems Engineering and Network Planning including the f-
ollowing related areas of technology:
Networking, Transport Systems, Software Systems, Outside Pl-
ants, Cellular Mobile Radio/PCS Radio, Terminals/PABX (Priv-
ate Automatic Branch Exchange), Information Handling Techno-
logy, ATM Swtich and Methodology for Management of R&D.
ARTICLE 3
FORMS OF COOPERATION
3.1 The three forms of cooperation to take place under this Agr-
eement are listed as follows:
(1) Information and Publication Exchange
For the mutual and complementary interest of both Parties,
TL and BNR shall cooperate in the area of Information and
Publication Exchange. During the term of this Agreement,
each Party shall every six months provide to other Party,
for reference, and at no charge, its published technical
information included in any of the fields set out in Arti-
cle 2.
(2) Personnel Exchange
Each Party shall be entitled to send research engineers to
the other Party for studying, visting or receiving advanc-
ed training as scheduled by the Parties by mutual consult-
ation and agreement on the basis of practical needs. The
dispatching Party shall pay all of its personnel's salary
and related expenses including travel, living and accommo-
dation expenses. In case a Party send its personnel to the
other Party to receive advanced training under this Agree-
ment, the hosting Party shall provide office space, compu-
ter equipment and laboratory facilities, during the train-
ee's period of training.
(3) Joint Seminars
With a view to enhancing the cooperative relationship bet-
ween the two organizations, TL and BNR shall, in turn, ho-
ld joint seminars. Such joint seminars shall be scheduled
by the Parties by mutual consultation and agreement on the
basis of practical needs. Unless otherwise specified, the
dispatching Party shall pay all of its personnel's related
expenses, including travel, living and accommodatoin, whi-
le the hosting Party shall pay the miscellaneous expenses
(e.g. copying, printing....etc.) actually incurred in ho-
sting the joint seminar.
ARTICLE 4
CONFIDENTIALITY
4.1 Any information which may be disclosed during the performan-
ce of this Agreement shall remain the property of the discl-
osing Party.
4.2 Proprietary information shall mean confidential technical,
business or marketing information of the Parties or their A'
ffiliates which is designated as proprietary at the time of
disclosure or that would be understood by the Parties, at t-
he time of disclosure, exercising reasonable business judge-
ment, to be proprietary.
4.3 Proprietary information disclosed under this Agreement shall
be used solely by the recipient and DGT or BNR Affiliates,
as the case may be, for internal purposes and only for the
purposes of this Agreement. No such information shall be ot-
herwise used, or be released, transferred or disclosed to a
third Party without the advance written consent of the disc-
losing Party.
4.4 The recipient of any proprietary information shall limit di-
sclosure of said information to those of its employees to w-
hom such disclosure is necessary for the purposes of this A-
greement. Each Party agrees to protect the proprietary info-
rmation of the other Party with the same degree of care (but
no less than reasonable care) used to protect its own propr-
ietary information.
4.5 The obligation of each Party with respect to the other Part-
y's proprietary information shall not apply to the informat-
ion that:
(1) is or becomes part of the public domain through no fault
of the receiving Party;
(2) is known to the receiving Party prior to the disclosure by
the other Party or is subsequently rightfully obtained by
the receiving Party from a third Party;
(3) is independently developed by the receiving Party without
any breach of this Agreement as evidenced by written reco-
rds; or
(4) is approved for release by the Party originating the info-
rmation.
4.6 Nothing in this Agreement shall be construed as conferring
by implication or otherwise, any license or right under any
patent, copyright, business secret, trademark or other prop-
rietary right of either Party, or any estoppel to the above
rights or otherwise.
4.7 The obligations of confidentiality set forth in this Agreem-
ent hereof shall survive and continue in force ten (10) yea-
rs after the termination or expiration of this Agreement.
4.8 Any proprietary information disclosed by the other Party, i-
ncluding copies thereof, shall be destroyed or returned to
the disclosing Party no later than sixty (60) days after te-
rmination of this Agreement.
4.9 Each Party reserves the right to be engaged in similar or r-
elated activities with other companies, but no proprietary
information received by a Party under this Agreement will be
used or made available for such other activities.
4.10 Neither Party shall use in publicity, or otherwise any tr-
ade name, trademark, trade device, service mark, symbol or
any other identification or any abbreviation, contraction
or simulation thereof owned by the other Party for promot-
ion or advertising without the prior written permission of
the other Party.
4.11 The Parties make no representations with respect to any i-
nformation furnished under this Agreement or the use of s-
uch information by the other Party. Without limiting the
generality of the foregoing, the Parties make no represen-
tations that information furnished under this Agreement or
the use of such information by the other Party will not i-
nfringe any patent, copyright, trademark or other intelle-
ctual property rights of any third Party. Neither Party s-
hall be responsible to the other Party for any claim aris-
ing under this Agreement for indirect, incidental or cons-
equential damages.
ARTICLE 5
RESOLUTION OF DISPUTES
5.1 The validity, construction and performance of this Agreement
shall be governed by the laws of Taiwan, Republic of China.
The Parties agree to use their best efforts to settle, thro-
ugh good faith negotiation, any disputes, controversies or
differences arising in connection with this Agreement. If,
after diligent and persistent efforts, a resolution cannot
be reached, the Parties agree that the dispute shall be arb-
itrated in accordance with the rules of International Chamb-
er of Commerce by three arbitrators appointed in accordance
with the same rules. The arbitratoin location shall be desi-
gnated by the arbitrators. All proceedings shall be conduct-
ed in English language.
5.2 The award rendered by the arbitration shall be final and bi-
nding upon all Parties, and may be enforced in any court ha-
ving jurisdiction over the Party sought to be bound. The pr-
evailing Party shall recover its attorney's fees and arbitr-
ation expenses from the non-prevailing Party.
5.3 Nothing in this article shall be construed as prohibiting a-
ny Party hereto from seeking provisional remedies, including
, but not limited to, temporary restraining orders and prel-
iminary injunctions from any court of competent jurisdiction
, in order to protect its rights pending arbitration.
5.4 The Parties hereby irrevocably agree not to claim and irrev-
ocably waives any claim or right (whether or not claimed) ,
which they have or may hereafter acquire under any law, reg-
ulation, treaty or international agreement to immunity for
themselves, or any of their revenues, assets or properties
or those of any of their agencies or instrumentalities from
the jurisdiction of any court with respect to the enforceme-
nt of an arbitrate award rendered pursuant to paragraph 5.2
against the Party or the provisional remedies under paragra-
ph 5.3.
ARTICLE 6
TERMINATION
6.1 In case of breach by either Party of any terms of this Agre-
ement, the other Party shall, by written notice, notify the
breaching Party of the event of breach and give the other P-
arty sixty (60) days to correct the breach. If the breaching
Party does not correct the breach within the prescribed per-
iod, the non-breaching Party can terminate this Agreement by
written notice.
ARTICLE 7
FORCE MAJEURE
7.1 Neither Party shall be liable for any loss, damage, delay or
failure in performance of any part of this Agreement result-
ing directly or indirectly from any cause which is beyond i-
ts reasonable control, including, but not limited to, acts
of God, extraordinary traffic conditions, riots, civil dist-
urbances, wars, states of belligerency or acts of the public
enemy, strikes, work stoppages, or the laws regulating, act-
ion or non-action of any governmental authority. In the eve-
nt that performance under this Agreement is prevented for a
continuous period of two months or longer by any of the for-
egoing causes, either Party shall have the right to termina-
te this Agreement by giving written notice to the other Par-
ty.
ARTICLE 8
NON-ASSIGNMENT
8.1 Neither Party may assign or transfer this Agreement or any
rights or obligations hereunder, in whole or in part, witho-
ut obtaining prior written consent of the other Party provi-
ded that BNR may assign the Agreement to Northern Telecom L-
imited or a subsidiary of Northern Telecom Limited upon wri-
tten notice to TL.
ARTICLE 9
ENTIRE AGREEMENT
9.1 This Agreement contains the entire understanding of the Par-
ties and any change or modification hereof shall be stated
in writing and signed by both Parties.
IN WITNESS WHEREOF, the Parties hereto have executed this A-
greement in duplicate by its duly authorized representative
on the dates below mentioned.

BELL-NORTHERN RESEARCH LTD. TELECOMMUNICATION
LABORATORIES
DIRECTORATE GENERAL OF
TELECOMMUNICATIONS
MINISTRY OF TRANSPORTATION
AND COMMUNICATIONS

[Signed] [Signed]
Per: Per:
Name: I.G. Ebert Name: Dr. Wang Jin-tuu
Title: Vice-President, Systems Title: Managing Director
Engineering
Date: June 12, 1995 Date: Apr. 15, 1995

[Signed]
Per:
Name: G.G. Buchan
Title: Assistant Secretary
Date: March 23, 1995