Article I – Scope
This Agreement between the Taipei Economic and Cultural
Representative Office in the United States (TECRO) and the
American Institute in Taiwan (AIT) provides a framework through
which TECRO and AIT, through their respective designated
representatives the National Science Council of Taiwan (NSC) and
the U.S. National Science Foundation (NSF), can exchange
technical expertise and scientific access activities, some of
which may be provided on a reimbursable basis, in areas of
mutual interest in the fields of astronomy and astrophysics.

Article II – Objectives
The broad objective of this Agreement is to establish a
framework to allow TECRO, through its designated representative
NSC, and AIT, through its designated representative of NSF, to
exchange technical services and scientific access. The specific
objectives of the cooperation are:
A.To undertake cooperative activities that will mutually
strengthen the astronomical research capabilities of the
authorities represented by TECRO and AIT in the field of
astronomy and astrophysics;
B.To support institutional collaborations between institutions
in the territories of the authorities represented by TECRO and
AIT on astronomical projects, including the Atacama Large
Millimeter Array (ALMA) project;
C.To exchange technical and scientific assistance in the
construction and operation of the Atacama Large Millimeter
Array;
D.To allow scientific and engineering collaboration in astronomy
and astrophysics;
E.To allow for the exchange of materials and information and the
transfer of technology to and from TECRO and AIT through their
designated representatives NSC and NSF;
F.To promote joint consideration of scientific and technical
exchange programs.

Article III – Cooperative Activities
ALMA is an international project to build an aperture-synthesis
radio telescope operating at millimeter wavelengths in Northern
Chile. The ALMA project in North America (“ ALMA North America
” )is led by NSF in cooperation with the National Research
Council of Canada, and in Europe by the European Southern
Observatory (ESO). This Agreement specifically addresses
cooperation on ALMA North America. Additional cooperative
activities may be determined after consultation between TECRO
and its designated representative NSC and AIT and its designated
representative NSF.
A.Activities under this Agreement may include joint research
projects, development projects, collaboration on construction,
support of observatory operations, astronomical observations,
exchanging information, exchanging scientists and technical
experts, convening seminars and meetings, training
participants, and engaging in other forms of cooperation in
the areas of astronomy and astrophysics and its technologies,
as may be mutually agreed.
B.There shall be an Implementing Arrangement that specifies the
technical scope of the activities, management
responsibilities, specific funding arrangements, cost and
schedule estimates, procedures to be followed, treatment of
intellectual property, liability, and other appropriate
matters. The Implementing Arrangement shall be subject to the
terms of this Agreement, and if there is a conflict between
any provision(s) of the Implementing Arrangement and this
Agreement, then applicable provisions of this Agreement shall
govern.
C.All cooperative activities undertaken pursuant to the specific
Implementing Arrangement under this Agreement shall be subject
to the respective laws, regulations, policies, funding, and
administrative procedures applicable to TECRO and its
designated representative NSC and AIT and its designated
representative NSF.

Article IV – Coordination
Overall coordination of the activities covered by this Agreement
and its Implementing Arrangement and the provision of certain
administrative facilities and support for this Agreement shall
be the responsibility of TECRO and AIT and their designated
representatives. Responsibility for managing the specific
activities undertaken, and the role of other entities in these
activities, shall be determined mutually by TECRO and AIT and
their designated representatives, and specified in the relevant
Implementing Arrangement.

Article V – Responsibilities of TECRO
A.Pursuant to this Agreement, TECRO, through its designated
representative NSC, shall determine staffing requirements and
select personnel, institutions and organizations as necessary
to fulfill TECRO ’ s responsibilities for implementation of
its activities under this Agreement. This selection process
will be carried out solely on the basis of professional
capability, academic qualifications, experience, and other
merit factors. All procurement actions will be conducted in
accordance with standard NSC procedures and ALMA guidelines.
TECRO, through its designated representative NSC, will provide
information to AIT ’ s designated representative NSF
regarding these selections as requested;
B.TECRO shall, pursuant to this Agreement, assure that AIT and
its designated representative NSF are held free and clear of
all customs duties and imposition of charges by the
authorities TECRO represents. Neither AIT nor its designated
representative NSF shall be required to pay any duties or
taxes in executing the terms and conditions of this Agreement;
C.Make available upon request to AIT or its designated
representative NSF all appropriate written records of the
activities covered by the present Agreement.

Article VI – Responsibilities of AIT
AIT agrees that its designated representative NSF shall perform
the following activities and provide the following resources in
support of the joint project activities under this Agreement:
A.Determine staffing requirements and select personnel,
institutions and organizations as necessary to fulfill AIT ’
s responsibilities for implementation of its activities under
this Agreement. This selection process will be carried out
solely on the basis of professional capability, academic
qualifications, experience, and other merit factors. All
procurement actions will be conducted in accordance with
standard NSF procedures and ALMA guidelines. AIT, through its
designated representative NSF, will provide information to
TECRO ’ s designated representative NSC regarding these
selections as requested;
B.Assure that TECRO and its designated representative NSC are
held free and clear of all customs duties and imposition of
charges by the authorities represented by AIT. Neither TECRO,
nor its designated representative NSC, shall be required to
pay any duties or taxes in executing the terms and conditions
of this Agreement;
C.Provide overall management of the cooperative activities under
this Agreement;
D.Provide overall management of ALMA North America;
E.As necessary and appropriate, work under the guidance of AIT
and consult with representatives of agencies designated by
AIT;
F.Designate appropriate NSF officials to be responsible for
coordination between NSF staff and AIT and its designees;
G.Make available upon request to TECRO or its designated
representative NSC all appropriate written records of the
activities covered by the present Agreement.

Article VII – Collaboration on ALMA
A.TECRO through its designated representative NSC will support
the construction of ALMA through cash or deliverables over a
10-year period 2006-2015 with a total value of US$16,136,000
(FY2000).
B.AIT shall ensure that NSF intends to contribute not less than
US$490,000,000 for the construction of ALMA.
C.ALMA North America ’ s responsibilities and obligations to
the international ALMA project are described in the Agreement
Concerning the Joint Construction and Operation of the Atacama
Large Millimeter Array, which is appended to this Agreement.
D.TECRO ’ s construction contribution may be in-kind
deliverables and industrial contracts placed in the territory
of the authorities represented by TECRO, subject to the
approval of the North American ALMA Executive.
E.TECRO through its designated representative NSC intends to
support the operation of ALMA with funding commencing in 2016
and continuing at the same constant-dollar level as for ALMA
construction. The actual level of the contributions to
operations by each party is based on the ratio of
contributions to construction.
F.Any cash payments provided by TECRO ’ s designated
representative NSC shall be conveyed through TECRO to AIT,
which will transfer such payments to its designated
representative NSF.
G.The signatories recognize that continued funding of ALMA in
the territories of the authorities represented by TECRO and
AIT is subject to the availability of appropriated funds.

Article VIII – Financial Arrangements
A.TECRO shall provide AIT funds on an annual basis as specified
above to fulfill its collaborative obligations toward the ALMA
project.
B.AIT shall provide TECRO with any requested documentation to
support these or any other requests for reimbursement, in
accordance with the standard financial regulations and
practice of AIT and its designated representative NSF.
C.The Implementing Arrangement attached herein specifies payment
arrangements for activities covered by the Implementing
Arrangement.

Article IX – Intellectual Property Considerations
A.TECRO and AIT support the widest possible dissemination of
information provided, exchanged, or arising under this
Agreement subject to the need to protect pre-existing
proprietary information, patent, and copyright restrictions.
B.Details regarding intellectual property considerations and
information disseminating procedures will be specified in each
Implementing Arrangement to this Agreement.
C.Information transmitted by either party to this Agreement to
the other party shall be accurate to the best knowledge and
belief of the transmitting party, but the transmitting party
does not warrant the suitability of the information
transmitted for any particular use of application by the
receiving party or by any third party. Information developed
jointly by the parties shall be accurate to the best knowledge
and belief of both parties. Neither party warrants the
accuracy of the jointly developed information or its
suitability for any particular use or application by either
party or by any third party.

Article X – Liability
A.Except for damage to, or loss of, property of TECRO, NSC, or
its designated contractors or awardees caused by TECRO, NSC,
or contractor or awardee personnel, AIT shall assure that its
designated representative, NSF, agrees to indemnify TECRO and
its designated representative NSC for any acts or omissions by
NSF and/or its representatives and their employees resulting
in damage to, or loss of, such property, arising out of
activities associated with this Agreement.
B.Except for damage to, or loss of, property of AIT, NSF, or its
designated contractors or awardees caused by AIT, NSF, or
contractor or awardee personnel, TECRO shall assure that its
designated representative, NSC, agrees to indemnify AIT and
its designated representative NSF for any acts or omissions by
TECRO and/or its representatives and their employees resulting
in damage to, or loss of, such property, arising out of
activities associated with this Agreement.

Article XI – Period of Agreement and Modification /Termination
A.This Agreement will become effective when signed by both
parties on the date of the last signature hereafter.
B.The Agreement will terminate on the same date the
International ALMA Agreement expires, unless terminated
earlier by mutual agreement or by the failure of the
signatories to fulfill their substantive obligations under the
Agreement. The Agreement may be extended at any time by the
mutual consent of TECRO and its designated representative NSC,
and of AIT and its designated representative NSF.
C.Either party may terminate this Agreement by providing sixty
(60) days ’ written notice to the other party and its
designated representative. Termination of this Agreement also
terminates at the same time all Implementing Arrangements
issued hereunder, unless they have been previously terminated.
It is understood that an attempt will be made to reach mutual
agreement on the termination dates to allow orderly
termination of activities and repatriation of personnel.
D.The equitable adjustment of any termination shall provide for
payment to TECRO for services rendered and expenses incurred
by its designated representative NSC prior to the termination,
in addition to termination settlement costs reasonably
incurred by NSC relating to commitments that became firm prior
to termination.
E.The equitable adjustment of any termination shall provide for
payment to AIT for services rendered and expenses incurred by
its designated representative NSF prior to the termination, in
addition to termination settlement costs reasonably incurred
by NSF relating to commitments that became firm prior to
termination.
F.The Agreement may be modified by mutual agreement of TECRO and
its designated representative NSC and AIT and its designated
representative NSF. Any modifications take effect when signed
and dated by the parties to this Agreement.

Article XII – Resolution of Difficulties
TECRO and AIT shall consult, upon request of either party,
regarding any matter related to the terms of this Agreement and
shall endeavor jointly in a spirit of cooperation and mutual
trust to resolve any difficulties or misunderstandings that may
arise.


FOR THE TAIPEI ECONOMIC AND FOR THE AMERICAN INSTITUTE
CULTURAL REPRESENTATIVE IN TAIWAN
OFFICE IN THE UNITED STATES
___________________________ ________________________________
Barbara J. Schrage, Managing
Director
___________________________ ________________________________

___________________________ ________________________________
Date Date