WHEREAS, the Taipei Economic and Cultural Representative Office
in the United States (TECRO) and the American Institute in
Taiwan (AIT) (hereinafter referred to as “ the parties ” )
signed an Agreement for Technical Cooperation Associated with
Development, Launch and Operation of a Constellation Observing
System for Meteorology, Ionosphere and Climate (COSMIC), dated
30 June 1999 (the Agreement), which provided a framework for
AIT, through its designated representative, UCAR, to provide
technical expertise, training, and scientific exchange
activities to TECRO, through its designated representative,
NSPO, in the development, launch and operation of a
constellation of six small satellites for atmospheric sensing,
with a goal to provide global atmospheric data sets for
scientific research, education and the demonstration of
operational capabilities.

WHEREAS, a constellation of six satellites was launched in April
2006 through a collaboration between TECRO ’ s designated
representative, NSPO, and AIT ’ s designated representative,
UCAR, acting on behalf of agencies of the United States (U.S.)
Government, including the National Science Foundation (NSF),
National Oceanic and Atmospheric Administration (NOAA), National
Aeronautics and Space Administration (NASA), the Office of Naval
Research (ONR), and the United States Air Force (USAF), as well
as the Jet Propulsion Laboratory (JPL), for the purpose of
weather and space weather research and prediction, climate
monitoring, and geodesy.

WHEREAS, five of the six satellites and payloads are functioning
and data are being retrieved and are being distributed in near
real-time to over 700 registered users, representing major U.S.,
Taiwan and international universities, leading operational
weather centers and research laboratories.

WHEREAS, the joint Taiwan-U.S. program was initially funded for
five years from April 2006 through April 2011, both NSPO and
UCAR desire to continue the operation of the satellites and
distribution of the data through April 2014.

This Implementing Arrangement describes the cooperative
activities to be undertaken by TECRO ’ s designated
representative, NSPO, and AIT ’ s designated representative,
UCAR, to continue operation of the COSMIC Satellite Program
through April 2014 pursuant to the requirements set forth in the
attached Appendices.

Article 1 - Authorization
The activities described in this Implementing Arrangement will
be carried out under the general terms and conditions
established by the Agreement. TECRO and AIT hereby authorize
their designated representatives, NSPO and UCAR, respectively,
to carry out and perform this Implementing Arrangement.

Article 2 - Scope and Services
2.1 In furtherance of the parties' collaborative efforts, AIT’s
designated representative, UCAR, agrees to provide for the
continuous operation, support, and maintenance of Remote
Terminal Services (RTS), continuous operation, support, and
maintenance of the COSMIC Data Archive and Analysis Center
(CDAAC), system maintenance support and software updates for
the Taiwan Analysis Center for COSMIC (TACC), scientific
payload engineering support, assisting TECRO ’ s designated
representative, NSPO, on payload operation, ongoing JPL
firmware support, support for COSMIC Weather Data
Assimilation, and the required program management to sustain
the forgoing activities for the duration of the mission, all
of which is valued at approximately Sixteen Million Eight
Hundred Twenty Four Thousand Eight Hundred Six
(US$16,824,806), per Appendix I, over the term of the
Implementing Arrangement. TECRO ’ s designated
representative, NSPO, agrees to provide ongoing satellite
operations, maintenance, and command and control functions
for the mission, as well as the required program management
to sustain those activities valued at approximately Nine
Million Six Hundred Twenty Four Thousand Eight Hundred and
Six Dollars (US$9,624,806), per Appendix I, for the duration
of the mission. For cost sharing equally, NSPO shall fund
UCAR in the amount of Three Million Six Hundred Thousand
Dollars (US$3,600,000), per Appendix I, or One Million Two
Hundred Thousand Dollars (US$1,200,000) per year over the
extended term of this Implementing Arrangement as its
contribution to support the UCAR-provided services. UCAR
will secure funding and in-kind support, estimated to be
Thirteen Million Two Hundred Twenty Four Thousand Eight
Hundred Six Dollars (US$13,224,806) from the sponsoring U.S.
agencies.
2.2 The duration of the extended mission shall be from April 15,
2011 through April 14, 2014. At least one (1) year prior to
the termination of the mission period but no later than
April 14, 2013, AIT ’ s designated representative, UCAR,
and TECRO ’ s designated representative, NSPO, agree to
begin discussions about the benefits and costs associated
with extending the mission. Beyond April 14, 2014, the
duration of the mission shall be extended to the period
agreed upon in writing by TECRO and AIT and their designated
representatives, NSPO and UCAR, respectively.
2.3 The technical cooperation to be undertaken under the
auspices of this Implementing Arrangement, including the
specific services to be provided and the period of
performance, is defined in the attached Appendices.
2.4 The Appendices attached hereto are integral parts of this
Implementing Arrangement. In the event that any conflict
exists between the terms and conditions of this Implementing
Arrangement and the Appendices, the terms and conditions
shall prevail over the Appendices; in the event of any
conflict among the Appendices, the conflict shall be solved
by TECRO and AIT ’ s designated representatives, NSPO and
UCAR, respectively, without affecting the terms and
conditions of this Implementing Arrangement.

Exhibits to this Implementing Arrangement (all Exhibits are
of equal precedence):

Appendix I Cost Estimate
Appendix II Funding Profile
Appendix III Statement of Work
Appendix IV FORMOSAT-3/COSMIC Ground Network Interface
Control Document for NOAA Ground Stations
Appendix V FORMOSAT-3/COSMIC Mission Support Plan NOAA
Ground Stations

Article 3 – Financial Provisions
3.1 UCAR is undertaking this technical cooperation as the
designated representative of AIT. Unless a change is agreed
upon by TECRO and AIT, NSPO's cost sharing hereunder shall
be Three Million Six Hundred Thousand Dollars
(US$3,600,000).
3.2 TECRO will forward the amount as agreed in Article 3.1 to
AIT and AIT will make necessary arrangements to transfer
such funds to its designated representative, UCAR, in
accordance with the Funding Profile set forth in Appendix
II. Funds shall be sent to:

The American Institute in Taiwan
1700 North Moore Street
Suite 1700
Arlington, VA 22209

Article 4 - Proprietary Rights
4.1 NSPO shall have a non-exclusive license to use, free of
charge, the Technical Information contained in any
deliverables and other technical documents furnished by UCAR
in performance of this Implementing Arrangement. NSPO agrees
that its use of such Technical Information is subject to any
restriction stated in the approved TAA.
4.2 For purposes of this Implementing Arrangement, Proprietary
Information denotes all information which is disclosed
hereunder by the designated representative of one party to
the designated representative of the other (for clarity, the
designated representatives exchanging Proprietary
Information hereunder will be referred to in this Article 4
as either "the originating party," "the disclosing party,"
or "the receiving party," as appropriate depending on the
context), provided that, when disclosed, such information is
in written or other permanent form and is identified as
proprietary by the originating party by clear and
conspicuous markings. Any information disclosed in any other
form shall be considered proprietary only to the extent
identified as proprietary at the time of original disclosure
and thereafter summarized in writing and transmitted by the
originating party, with such clear and conspicuous marking,
to the receiving party within fifteen (15) days of the
non-written disclosure.

For protection of the Proprietary Information received from
the other party, each party shall exercise the same degree
(which shall not be less than reasonable) of care in
protecting its own information of like importance from
unauthorized disclosure and use. Each party shall limit
access to the Proprietary Information of the other party to
those of its personnel with a need to know and shall
preserve Proprietary Information received from the other
party in confidence.
4.3 The restrictions with respect to any Proprietary Information
set forth in Article 4.2 shall not be applicable if the
receiving party reasonably demonstrates that the information
received:
a. has come into public domain prior to the disclosure
thereof through no wrongful act of the receiving party;
b. is already known to or has been lawfully received by the
receiving party prior to the disclosure without
restrictions;
c. is approved for release or use by written authorization
of the disclosing party; or
d. has been developed by the receiving party independent of
the disclosing party.
4.4 Notwithstanding Articles 4.2 and 4.3, the Proprietary
Information furnished hereunder and/or any information
developed under this Implementing Arrangement shall be kept
in strict confidence while in the possession of the
receiving party. The receiving party shall:
a. not use the same in whole or in part for any purpose
other than the purpose of the COSMIC Program without the
prior written consent of the disclosing party; and
b. except for performance of the Implementing Arrangement,
not copy or otherwise reproduce or duplicate the same in
whole or in part where such copying, reproduction or
duplication has not been specifically authorized in
writing by the disclosing party.

Article 5 - Compliance with Export Requirements
The designated representatives of both parties agree to fulfill
all requirements prescribed in and to comply in all respects
with the applicable laws, such as safety, import and export laws
and regulations relating to the attached Statement of Work and
all governmental administrative acts pursuant to such laws and
regulations.

Article 6 - Notices and Information Release
6.1 Any notice required or permitted to be given under this
Implementing Arrangement shall be in writing and shall be
either transmitted by facsimile or deposited in the mail,
certified and return receipt requested, with postage prepaid
and addressed to the address set forth below:

The American Institute in Taiwan
1700 North Moore Street, Suite 1700
Arlington, VA 22209
Telephone No: 703-525-8474
Facsimile No: 703-841-1385
Attention: Ms. Barbara Schrage

UCAR (AIT’s Designated Representative):
University Corporation for Atmospheric Research
P.O. Box 3000
Boulder, CO 80307-3000 U.S.A.
Telephone No: 303-497-8890
Facsimile No: 303-497-2610
Attention: Dr. Bill Kuo

TECRO:
The Taipei Economic and Cultural Representative Office in
the United States 4201 Wisconsin Avenue, N.W.
Washington, D.C. 20016
Telephone No: 202-895-1930
Facsimile No: 202-895-1939
Attention: Pauline (Pao-yu) Lin

NSPO (TECRO’s Designated Representative):
National Space Organization, National Science Council
8F, No. 9, Prosperity Road 1, Science-Based Industrial Park,
Hsin-Chu, Taiwan, ROC
Telephone No: 886-3-578-4208 ext. 1053
Facsimile No: 886-3-578-4246
Attention: Mr. Nick Yen

6.2 TECRO ’ s and AIT ’ s designated representatives, NSPO and
UCAR, respectively, will coordinate with each other on all
public release of information regarding COSMIC space flight
operations.

In any release of information relating to the COSMIC
Mission, such release shall include a statement to the
effect that the COSMIC Project or effort depicted was or is
jointly sponsored by NSPO, NOAA, NSF, NASA, USAF and UCAR.

For the purpose of this clause, "Information" includes, but
is not limited to news releases, articles, manuscripts,
brochures, advertisements, still and motion pictures,
speeches, trade association meetings, symposia, etc.

Article 7 - Effective Date
This Implementing Arrangement will become effective on the date
of the last signature hereafter.

Article 8 - Amendment
This Implementing Arrangement shall only be amended or modified
in writing signed by the authorized representatives of the TECRO
and AIT. Oral direction will not modify or change the provisions
of this Implementing Arrangement.

Article 9 - Termination/Rescission
9.1 Termination for Convenience
This Implementing Arrangement may be terminated in whole or
in part by either party by providing written notice of its
intention to the other party, and contemporaneously to the
other party ’ s designated representative, at least thirty
(30) days before the desired termination date specifying the
extent to which performance of work under this Implementing
Arrangement is terminated. It is understood that an attempt
will be made to reach mutual agreement on the termination
date to allow orderly termination of activities and the
determination of settlement costs.
9.2 Neither party shall be liable to the other for any loss or
delay in the performance of a required obligation if such
loss or delay is caused by acts of God, strike, riot, fire,
flood, natural disaster, government action or inaction, war,
terrorist attacks, military hostilities, failure of
government funding or other similar causes beyond such
party's control, provided that such party gives prompt
written notice of such condition and resumes its performance
as soon as possible. If such condition continues for a
period of one hundred-eighty (180) consecutive days, then
this Implementing Arrangement shall be terminated without
any further liability or obligations by either party, except
for those obligations that survive under this Implementing
Arrangement.

Article 10 - Waiver of Breach
The failure of either party or its designated representative, at
any time, to require performance by the other party or its
designated representative of any obligations provided in this
Implementing Arrangement shall in no way affect the full right
to require such performance at any time thereafter. The waiver
by either party or its designated representative of a breach of
any obligation provided in this Implementing Arrangement does
not constitute a waiver of any succeeding breach of the same or
any other obligations, nor shall it constitute a waiver of the
obligation itself.

Article 11 - Agreement to Remain Valid
Any provision of this Implementing Arrangement which is
prohibited or unenforceable in any of the jurisdictions
concerned shall be invalid only within such jurisdiction and to
the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Implementing
Arrangement in such jurisdiction, and without affecting the
validity or enforceability of such provision in any other
jurisdictions concerned. The invalid provision shall, where
appropriate, be modified in meaning or supplemented by the
parties in such a way that the purpose contemplated under this
Implementing Arrangement is achieved.

Article 12 - Governing Language
12.1 Any technical documents and data furnished in accordance
with this Implementing Arrangement, unless otherwise
specified in this Implementing Arrangement, shall be
written in the English language and shall use the
practices, standards and conventions in general use in the
U.S.A.
12.2 All notices and other communications pertaining to this
Implementing Arrangement shall be in the English language.
12.3 The headnotes and paragraph headings are inserted for
convenience only and do not form part of this Implementing
Arrangement and shall not be used as an aid in interpreting
the meaning of any provision.

IN WITNESS WHEREOF, the parties have caused this Implementing
Arrangement to be executed by their duly authorized officers or
representatives in two (2) originals, each party shall hold one
original.


FOR THE TAIPEI ECONOMIC AND FOR THE AMERICAN INSTITUTE IN
CULTURAL REPRESENTATIVE OFFICE TAIWAN:
IN THE UNITED STATES:
TaTung Chang Barbara J. Schrage
Deputy Representative Managing Director
August 29, 2011 May 16, 2011