ARTICLE I – SCOPE

This Implementing Arrangement describes the cooperative
scientific, technical, engineering and administrative activities
to be undertaken by the American Institute in Taiwan (AIT)
through its designated representative, the University
Corporation for Atmospheric Research (UCAR), to provide
enhancement and support services for the Advanced Operational
Aviation Weather System (hereinafter referred to as the AOAWS,
whereby the enhanced AOAWS will hereinafter referred to as the
AOAWS-ES). The Advanced Operational Aviation Weather System is a
cooperative effort between AIT, through its designated
representative, UCAR, and the Taipei Economic and Cultural
Representative Office in the United States (TECRO), through its
designated representative, the Civil Aeronautics Administration
(CAA), of the Ministry of Transportation and Communications
(MOTC). This Implementing Arrangement pertains to the Agreement
(dated February, 1998, hereinafter referred to as the Agreement)
between AIT and TECRO for Technical Cooperation associated with
the Establishment of Advanced Operational Aviation Weather
Systems and is a part of the Agreement.

ARTICLE II – AUTHORIZATION

The activities described in this Implementing Arrangement will
be carried out under the general terms and conditions
established by the Agreement. The Agreement was entered into by
the parties pursuant to the Taiwan Relations Act of April 10,
1979, Public Law 96-8 (22 USC 3301 et seq.).

ARTICLE III – SERVICES

The AOAWS provides TECRO’s designated representative, CAA, the
airlines and the flying public on Taiwan with state-of-the-art
aviation weather technology for: 1) hazardous weather phenomena
that affect aviation operations, 2) weather phenomena that
affect airspace capacity and safety at major hub airports, and
3) weather phenomena that affect overall efficiency of aviation
operations. The AOAWS is a complex system utilizing several
advanced weather sensing subsystems, integrated communications,
advanced software, advanced numerical weather forecast models,
and advanced display technology developed by AIT’s designated
representative, UCAR, for TECRO’s designated representative,
CAA, and airline end users. The ongoing success of the AOAWS is
dependent on technical cooperation and technology transfer
between the designated representatives of AIT and TECRO in
accordance with the terms and conditions of the Agreement, this
Implementing Arrangement, and future Implementing Arrangements
to be agreed upon by the parties.

The technical cooperation to be undertaken under the auspices of
this Implementing Arrangement is defined by the tasks described
in the attached Statement of Work. Task details, including
specific work to be performed, performance period, and estimated
cost for each task are contained in the attached Statement of
Work.

ARTICLE IV – FINANCIAL PROVISIONS

TECRO will reimburse AIT and AIT will make necessary
arrangements to transfer such funds to its designated
representative, UCAR, for all costs incurred in association with
this Implementing Arrangement. UCAR’s costs for this technical
cooperation will be assessed on the basis of actual labor time
and materials utilized fully loaded, plus a 3% management fee.
TECRO has agreed that fifty percent (50%) of the estimated cost
for the tasks associated with this Implementing Arrangement will
be transferred in advance to AIT and that the remaining costs
will be reimbursed within 30 days after acceptance of the
deliverables by TECRO and its designated representative, CAA. It
is agreed and understood that the payment will be provided in
US$. The upper limit for expenditures incurred under this
Implementing Arrangement is US$818,700. UCAR will submit an
invoice to AIT for transmittal to TECRO for payment at the
beginning of the contract period and at the end of the contract
period listing actual costs incurred.

If this Implementing Arrangement has been approved by both
parties and the budget is subsequently reduced, AIT’s
designated representative, UCAR, and TECRO’s designated
representative, CAA, will negotiate an adjustment to the scope
of work to the satisfaction of both parties. If this
Implementing Arrangement has been approved by both parties and
the budget is subsequently not approved by the Legislative Yuan,
TECRO’s designated representative, CAA, will reimburse AIT’s
designated representative, UCAR, via the AIT-TECRO channel for
all costs incurred up to the date of notice of termination.

ARTICLE V – INTELLECTUAL PROPERTY CONSIDERATIONS

The deliverables produced under the auspices of this
Implementing Arrangement shall be the sole property of TECRO and
its designated representative, CAA. AIT’s designated
representative, UCAR, shall have the right to reference these
documents in scientific publications and other reports as
necessary.

TECRO and its designated representative, CAA, own deliverables
under this Implementing Arrangement including a copy of the UCAR
software which grants them a license for full use of the UCAR
software in the Advanced Operational Aviation Weather System,
and the right to transfer it and share it with other Taiwan
entities that share resources with the CAA and are utilizing the
AOAWS. The UCAR software remains the intellectual property of AIT
’s designated representative, UCAR.

ARTICLE VI – CONFIDENTIAL AND/OR PROPRIETARY INFORMATION

If TECRO’s designated representative, CAA, declares that
information made available to UCAR, AIT’s designated
representative, under this Implementing Arrangement is
confidential and/or proprietary, UCAR, AIT’s designated
representative, shall maintain and protect the confidentiality
of the information with the same effort used to protect its own
confidential and proprietary information.

Information shall be defined as business and/or technical
information marked with ‘confidential’ or similar-type legend.
Information shall not include information which: a) is, or
becomes, publicly available through no act or omission of UCAR;
b) was in UCAR’s lawful possession prior to the disclosure by
CAA; c) is lawfully disclosed hereafter to UCAR by a third party
who did not acquire the Information directly or indirectly from
CAA; d) is independently developed by UCAR without the benefit
of, or access to, the information of CAA; e) is subject to
disclosure by subpoena, court order, or other formal legal
process; or f) is released in writing by CAA.

AIT’s designated representative, UCAR, shall not be permitted
to disclose or disseminate information to any third party, but
UCAR shall be permitted to disclose the Information to
employees, subcontractors and consultants who have a definable
need to know such information for the purposes of performing
hereunder, provided such employees, subcontractors and
consultants agree to maintain the obligations of confidentiality
and use as specified herein. The term of confidentiality shall
expire five (5) years following the termination and/or
expiration of this Implementing Arrangement.

Information may be used by AIT’s designated representative,
UCAR, only for the purposes of performing under this
Implementing Arrangement, and for no other purpose, whatsoever.
No other information exchanged between the parties shall be
deemed confidential. Additionally, UCAR may refuse to receive
any information at any time, and TECRO’s designated
representative, CAA shall honor such request. UCAR shall return
any information to TECRO’s designated representative, CAA
(without keeping a copy), per CAA's request or upon termination
this Implementing Arrangement.

ARTICLE VII – EFFECTIVE DATE, AMENDMENT, AND TERMINATION

This Implementing Arrangement takes effect 1 January 2009 and
the completion date of tasks described in this Implementing
Arrangement is 31 December 2009. This Implementing Arrangement
may be amended and/or terminated in accordance with the terms
and conditions of the Agreement.



FOR THE TAIPEI ECONOMIC AND FOR THE AMERICAN INSTITUTE
CULTURAL REPRESENTATIVE IN TAIWAN
OFFICE IN THE UNITED STATES
Name of person signing: Name of person signing:
Ta-Tung J. Chang Barbara J. Schrage
Position: Position:
Deputy Representative Managing Director
Date: March 25, 2009 Date: March 23, 2009