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) and its
designated representative, the University
Corporation for Atmospheric Research (UCAR), to
develop and implement technical enhancements to the
Advanced Operational Aviation Weather System
(AOAWS). The AOAWS is a cooperative effort between
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) and AIT,
through its designated representative, UCAR. This
Implementing Arrangement pertains to the Agreement
(dated February 1998, hereinafter referred to as
the Agreement) between TECRO and AIT 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 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
for TECRO ’ s designated representative, CAA,
and airline end users by AIT ’ s designated
representative, UCAR. The ongoing success of the
AOAWS is dependent on research, development,
technical cooperation, and technology transfer
between the designated representatives of TECRO
and AIT in accordance with the terms and
conditions of the Agreement, this Implementing
Arrangement, and future Implementing Arrangements
to be agreed upon by the parties involved.

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 the 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$1,051,200. 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, TECRO ’ s designated representative,
CAA, and AIT ’ s designated representative, UCAR,
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 the 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 a 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 2012 and the completion date of tasks
described in this Implementing Arrangement is 31
December 2012. 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 IN
CULTURAL REPRESENTATIVE TAIWAN:
OFFICE IN THE UNITED STATES:
TaTung Chang Barbara J. Schrage
Deputy Representative Managing Director
November 25, 2011 September 30, 2011
Washington D.C. Washington D.C.