ARTICLE I SCOPE
This Agreement between the American Institute in
Taiwan (AIT) and the Taipei Economic and Cultural
Representative Office in the United States (TECRO)
provides a framework through which the University
Corporation for Atmospheric Research (UCAR), the
designated representative of AIT, can provide
technical expertise, training, and scientific
exchange activities on a reimbursable basis to the
Central Weather Bureau (CWB) of Taiwan, the
designated representative of TECRO, in areas of
mutual interest in the development of advanced data
assimilation and modeling systems for weather
forecasting applications.
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 OBJECTIVES
The broad objective of this Agreement is to
establish a framework to allow UCAR, acting as the
designee of AIT, to carry out reimbursable
technical and scientific cooperation with the CWB
under an AIT-TECRO Agreement. The technical and
scientific objectives of the cooperation are:
A.To undertake cooperative activities related to
the development and applications of advanced data
assimilation and modeling systems in support of
weather forecasting applications in Taiwan.
B.To provide technical and scientific assistance in
establishing an advanced data assimilation and
numerical modeling capability at CWB.
C.To provide professional development and training
for Taiwan participants selected by TECRO, or its
designated representative CWB.
D.To exchange materials and information and
transfer technology from AIT's designated
representative UCAR to TECRO's designated
representative CWB; and
E.To promote joint consideration of scientific and
technical exchange programs.
ARTICLE IV COOPERATIVE ACTIVITIES
Specific cooperative activities will be determined
after consultations between AIT and its designated
representative, UCAR, and TECRO and its designated
representative, CWB.
A.The general activity to be conducted under this
Agreement is the development of advanced data
assimilation and modeling systems. Major tasks
include development of state-of-the-science data
assimilation systems and numerical models for CWB
use, exchanges of meteorological data sets,
perform tests and evaluations of data assimilation
and modeling systems, and perform cooperative
research activities of mutual interest.
B.Specific cooperative activities to be conducted
under this Agreement will be determined after
consultation between AIT and TECRO, and will be
included in Implementing Arrangements.
C.Each Implementing Arrangement shall specify the
technical scope of the activities, management
responsibilities, specific funding arrangements,
cost and schedule estimates, procedures to be
followed, details concerning warranty
considerations, treatment of intellectual
property, liability and other appropriate matters.
D.All cooperative activities undertaken pursuant to
specific Implementing Arrangements under this
Agreement shall be subject to the respective and
applicable laws, regulations, policies, funding
and administrative procedures under which AIT and
its designated representative, UCAR, and TECRO and
its designated representative, CWB, operate.
ARTICLE V RESPONSIBILITIES OF AIT
AIT shall carry out its responsibilities pursuant to
this Agreement with due diligence and efficiency.
A.AIT shall, through its designated representative,
UCAR, keep accurate and systematic accounts and
records with respect to the services provided
pursuant to this Agreement in such form and detail
as is customary, and shall permit TECRO, or its
designated representative, CWB, to inspect same and
make copies thereof as may be reasonably requested.
B.AIT shall, through its designated representative,
UCAR, furnish to TECRO, or its designated
representative, CWB, such information related to
the services AIT shall provide to TECRO pursuant to
this Agreement as may be reasonably requested.
C.Upon completion of specific services provided to
TECRO by AIT as delineated in the Implementing
Arrangements to the Agreement, AIT shall deliver to
TECRO, or to its designated representative, CWB,
hardware, software, technical reports, system
documentation, calculations, comments, suggestions,
and relevant technical data compiled or prepared by
AIT or its designated representative, UCAR, in and
under this Agreement. Specific details will be
provided in the Implementing Arrangements to the
Agreement. As delineated in Implementing
Arrangements to this Agreement, such shall become
the sole property of TECRO, or its designated
representative, CWB, pursuant to this Agreement.
D.To the extent that funds are made available to AIT
by TECRO, AIT through its designated
representative, UCAR, will make available such
personnel, equipment and facilities necessary to
carry out activities pursuant to this Agreement.
E.AIT, through its designated representative, UCAR,
shall provide suitably qualified personnel who are
acceptable to TECRO and to TECRO's designated
representative, CWB. Personnel will be selected on
merit factors such as education, experience and
expertise.
F.AIT, through its designated representative, UCAR,
shall provide all technical and administrative
support and other requirements as may be necessary
to complement and supplement the services of
personnel of AIT's designated representative, UCAR,
who are in Taiwan under the auspices of AIT.
ARTICLE VI RESPONSIBILITIES OF TECRO
A.Pursuant to this Agreement, TECRO shall assist AIT
in obtaining visas and other documents necessary
for personnel of AIT's designated representative,
UCAR, who visit Taiwan under the auspices of AIT
in order to carry out this Agreement.
B.Pursuant to this Agreement, TECRO shall assist AIT
in obtaining the necessary permits and
authorizations for carrying out the assistance
specified in the Implementing Arrangements to this
Agreement, including access to facilities and
areas under the jurisdiction of TECRO's designated
representative, CWB, by personnel of AIT's
designated representative, UCAR, who are on Taiwan
under the auspices of AIT.
C.TECRO shall, pursuant to this Agreement, assure
that AIT and its designated representative, UCAR,
are held free and clear of all customs duties and
imposition charged by the authorities in the
territory represented by TECRO. Neither AIT nor
its designated representative, UCAR, shall be
required to pay any duties or taxes in executing
the terms and conditions of this Agreement.
ARTICLE VII FINANCIAL ARRANGEMENTS
A.Activities under this Agreement are conducted on
a fully reimbursable basis unless other
arrangements are specified and mutually agreed to
in the Implementing Arrangements to the
Agreement.
B.TECRO shall pay all costs associated with
services provided to TECRO, or its designated
representative, CWB under this Agreement.
C.AIT shall provide TECRO with documentation
supporting requests for reimbursement in
accordance with standard financial regulations
and practice of AIT and its designated
representative, UCAR.
D.TECRO shall make necessary arrangements to
reimburse AIT for all actual costs incurred by
AIT, or its designated representative, UCAR, as
specified in each Implementing Arrangement in
association with this Agreement.
E.Pursuant to Article IV, each Implementing
Arrangement shall specify funding and payment
arrangements for activities covered by the
Implementing Arrangement and shall include an
estimated budget for at least the first year of
activity.
ARTICLE VIII INTELLECTUAL PROPERTY CONSIDERATIONS
A.AIT and its designated representative, UCAR, and
TECRO and its designated representative, CWB,
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 concerning intellectual property
considerations and information dissemination
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 for any particular use or
application by the receiving party or by any
third party.
ARTICLE IX LIABILITY
TECRO agrees to hold harmless, defend, and indemnify
the University Corporation for Atmospheric Research
("UCAR"), its directors, officers, employees,
agents, representatives, AIT, and any division of
the United States Government (the "Indemnified
Parties"), from and against any and all claims,
costs, expenses, or losses of any kind or
description, including reasonable attorney's fees
incurred to enforce this Agreement, if any, that
arise out of, or are in anyway related to advanced
data assimilation and modeling systems, specifically
including, where permitted by law, claims, costs,
expenses, or losses, of any kind or description,
that are attributable to the sole negligence of the
Indemnified Parties. Further, this obligation shall
survive termination of this Agreement.
ARTICLE X EFFECTIVE DATE
This Agreement will become effective on the date of
the last signature hereafter.
ARTICLE XI AMENDMENT AND TERMINATION
This Agreement, and its Implementing Arrangements,
may be amended by the mutual written agreement of
AIT and TECRO.
This Agreement may be terminated by one Party
providing written notice of its intention to the
other Party, and contemporaneously to the other
Party's designated representative, at least 60 days
before the desired termination date.
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, settlement with sub-tier
suppliers, the determination of settlement costs,
and the distribution of project inventories and
supplies.
ARTICLE XII RESOLUTION OF DIFFICULTIES
AIT and TECRO shall consult, upon request of either
party or their designated representatives,
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 by
informal means.
ARTICLE XIII SURVIVING PROVISIONS
The provisions of Articles VIII and IX shall
survive the expiration of this Agreement.
ARTICLE XIV FORCE MAJEURE
Any event of Force Majeure shall constitute an
excusable delay. Examples include, but are not
limited to, embargo, quarantine, war, public
disorders, explosions, fire, earthquake or other
acts of God, the suspension, cancellation or
failure to receive necessary permissions, or any
other condition beyond the control of the parties
affected. Such delays shall excuse the affected
party from performance during the period when
prevented, not terminate the Agreement, and require
resumption of performance as promptly as possible,
using all best efforts to remove the cause of
non-performance.
FOR THE TAIPEI ECONOMIC AND FOR THE AMERICAN INSTITUTE
CULTURAL REPRESENTATIVE OFFICE IN TAIWAN
IN THE UNITED STATES
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Signature Signature
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Name Name
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Title Title
1/12/05 12/20/04
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