ARTICLE I – SCOPE
This agreement provides a framework through which the American
Institute in Taiwan (AIT), through its designated
representative, the National Oceanic and Atmospheric
Administration (NOAA), can provide technical expertise,
training, and scientific exchange activities to the Taipei
Economic and Cultural Representative Office in the United States
(TECRO), through its designated representative, the National
Space Organization (NSPO) of Taiwan, in areas of mutual interest
in the development, launch and operation of a follow-on
satellite mission to the Constellation Observing System for
Meteorology, Ionosphere and Climate (COSMIC), hereafter referred
to as COSMIC-2/FORMOSAT-7.

ARTICLE II – OBJECTIVES
The broad objective of this Agreement is to establish a
framework to allow AIT, through its designated representative,
NOAA, to carry out technical and scientific cooperation with
TECRO, through its designated representative, NSPO. The
technical and scientific objectives of the cooperation are:
A. To provide technical and scientific assistance in
demonstrating the capabilities of GPS Radio Occultation
technology in a real-time operational environment for weather
prediction, space weather observation, and climate and global
change research.
B. To demonstrate the advantages and effectiveness of a
micro-satellite constellation in terms of risk management,
cost and compatibility with existing observational platforms.
C. To provide professional scientific and engineering
collaboration in the development, launch and operation of a
constellation of small satellites for atmospheric sensing.
D. To provide global atmospheric data sets for scientific
research and education. Both parties understand that AIT ’ s
designated representative, the National Science Foundation
(NSF), will continue to work with the Taiwan National Science
Council (NSC) in coordinating research and education projects
using these and complementary data sets.
E. To provide technical assistance related to atmospheric
sensing techniques using space-based GPS receivers from AIT
’ s designated representative, NOAA, to TECRO ’ s
designated representative, NSPO.

ARTICLE III – COOPERATIVE ACTIVITIES
Specific cooperative activities will be determined after
consultations between AIT and its designated representative,
NOAA, and TECRO, and its designated representative, NSPO. The
Parties (AIT and TECRO) agree that they will equally participate
in the specific cooperation activities through their respective
designated representatives, unless otherwise agreed in the
Implementing Arrangements.
A. The general activity to be conducted under this Agreement is
the development, launch and operation of COSMIC-2/FORMOSAT-7.
Major tasks include designing and constructing satellites and
their instruments, satellite launch, establishment of the
operational control centers, verification and analysis of
atmospheric data, and dissemination of those data for
scientific research and education.
B. Specific cooperative activities to be conducted under this
Agreement will be determined after consultation between AIT
and TECRO through their designated representatives, NOAA and
NSPO, and will be included in Implementing Arrangements
between AIT and TECRO.
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, and, if appropriate, details
concerning warranty considerations, treatment of intellectual
property, and liability.
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, NOAA, and TECRO, and
its designated representative, NSPO, operate.

ARTICLE IV – RESPONSIBILITIES OF AIT
A. AIT shall, through its designated representative, NOAA, keep
accurate and systematic accounts and records with respect to
services provided pursuant to this Agreement in such form and
detail as is customary, and, through its designated
representative NOAA, shall permit TECRO, or its designated
representative, NSPO, to inspect same and make copies thereof
as may be reasonably requested.
B. AIT shall, through its designated representative, NOAA,
furnish to TECRO, or its designated representative, NSPO,
such information related to the services AIT ’ s designated
representative, NOAA, 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, through its designated representative, NOAA,
shall deliver to TECRO through its designated representative,
NSPO, hardware and copies of software, technical reports,
system documentation, calculations, comments, suggestions,
and relevant technical data compiled or prepared by AIT ’ s
designated representative, NOAA, in and under this Agreement,
subject to any existing Technical Assistance Agreement (TAA)
between the Parties. Specific details will be provided in
Implementing Arrangements to the Agreement.
D. To the extent that funds are made available to AIT by TECRO,
AIT through its designated representative, NOAA, will make
available such personnel, equipment and facilities necessary
to carry out activities pursuant to this Agreement.
E. AIT, through its designated representative, NOAA, 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, NOAA, who are in the territory of the
authorities represented by TECRO under the auspices of AIT.
F. Pursuant to this Agreement, AIT shall assist TECRO in
obtaining visas and other documents necessary for personnel
of TECRO ’ s designated representative, NSPO, who visit the
territory of the authorities represented by AIT under the
auspices of TECRO in order to carry out this Agreement.

ARTICLE V – 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, NOAA, who visit the
territory of the authorities represented by TECRO 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, NSPO, by personnel of AIT ’ s
designated representative, NOAA, who are in the territory of
the authorities represented by TECRO under the auspices of
AIT.
C. TECRO shall, pursuant to this Agreement, assure that AIT and
its designated representative, NOAA, are held free and clear
of all customs duties and imposition charged by the
authorities represented by TECRO. Neither AIT nor its
designated representative, NOAA, shall be required to pay any
duties or taxes in executing the terms and conditions of this
Agreement.

ARTICLE VI – FINANCIAL ARRANGEMENTS
Pending formal funding approval, execution of funding will be
conducted in the following manner:
A. The financial arrangements and terms of payments will be
specified and mutually agreed to in the Implementing
Arrangements to this Agreement, it being the Parties ’
understanding that their designated representatives will each
contribute to the funding for the specific cooperative
activities in proportion to their respective participation in
such activities.
B. AIT shall provide TECRO with documentation supporting
requests for reimbursement in accordance with the standard
financial regulations and practices of AIT and its designated
representative, NOAA.
C. TECRO shall provide AIT with documentation supporting
requests for reimbursement in accordance with standard
financial regulations and practice of TECRO and its
designated representative, NSPO.
D. Pursuant to Article III, each Implementing Arrangement shall
specify funding and payment arrangements for activities
covered by the Implementing Arrangement and shall include the
estimated budget for at least the first year of activity.

ARTICLE VII – INTELLECTUAL PROPERTY CONSIDERATIONS
A. AIT and its designated representative, NOAA, and TECRO and
its designated representative, NSPO, 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, and subject to any existing TAA between the
Parties.
B. Details concerning intellectual property considerations and
information dissemination will be specified in each
Implementing Arrangement to this Agreement.
C. Information transmitted by either Party to this Agreement or
by the Party ’ s designated representative to the other
Party or its designated representative shall be accurate to
the best knowledge and belief of the transmitting Party or
transmitting designated representative, as delineated in the
Implementing Arrangement to this Agreement.

ARTICLE VIII – EFFECTIVE DATE
This Agreement will become effective for ten (10) years on the
date of the last signature.

ARTICLE IX – AMENDMENT AND TERMINATION
This Agreement, and its Implementing Arrangements, may be
amended by the mutual written agreement of TECRO and AIT.

This Agreement may be terminated by either Party at any time by
notification to the other party in writing sixty (60) days in
advance of the desired termination date. 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,
settlement with sub-tier suppliers, the determination of
settlement costs, and the distribution of project inventories
and supplies.

The equitable adjustment for any termination shall provide for
payment to AIT ’ s designated representative, NOAA, or TECRO ’
s designated representative, NSPO, as the case may be, for
services rendered and expenses incurred prior to the
termination, in addition to termination settlement costs
reasonably incurred by NOAA or NSPO, as the case may be,
relating to commitments that became firm prior to termination.

ARTICLE X – RESOLUTION OF DIFFICULTIES
TECRO and AIT 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 by informal
means for a period of sixty (60) days any difficulties or
misunderstandings that may arise.

ARTICLE XI – SURVIVING PROVISIONS
The provisions of Article VII shall survive the expiration of
this Agreement.

ARTICLE XII – 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 or designated representatives affected. Such
delays shall excuse the affected Party or designated
representative from performance during the period when
prevented, not terminate the Agreement, and the Parties and
their designated representatives are required to resume
performance as promptly as possible, using all best efforts to
remove the cause of non-performance.

ARTICLE XIII – DESIGNATED REPRESENTATIVES ’ POINTS OF CONTACT
The points of contact for the designated representatives are as
follows below, which may be changed from time to time.

For NSPO: For NOAA:
National Space Organization National Oceanic and
of National Applied Research Atmospheric Administration
Laboratories
8F, No. 9 Prosperity Road 1 1335 East West Highway, 6th
floor
Science-Based Industrial park Silver Spring, MD 20910
Hsin-Chu 30077, Taiwan SSMC1, E/OSD
Attn: Dr. Guey-Shin Chang Attn: Mr. Gary Davis
Telephone: 886-3-5784208,
x 8101 Telephone: 301-713-0100
Fax: 886-3-5784210 Fax: 301-713-3599
Email: gschang@nspo.org.tw Email: gary.davis@noaa.gov


FOR THE TAIPEI FOR THE
ECONOMIC AND AMERICAN
CULTURAL INSTITUTE IN
REPRESENTATIVE TAIWAN
OFFICE IN THE UNITED
STATES
Ta-Tung J. Chang Barbara J. Schrage
Deputy Representative Managing Director
May 27, 2010 May 10, 2010