This Memorandum of Understanding (MOU) is made by and between
the Council of Agriculture of the Republic of China (Taiwan)
(the “ COA ” )and the International Rice Research Institute
(the “ IRRI ” ), a non-profit autonomous international
organization, with headquarters at the University of the
Philippines at Los Banos Campus, Municipality of Los Banos,
Province of Laguna, Republic of the Philippines, hereinafter
referred to each Party as a “ Party ” individually and to the
two Parties as the “ Parties ” collectively;

WHEREAS, COA is the cabinet-level governmental authority on the
agriculture, forestry, fishery, animal husbandry and food
affairs, research and development, and extension affairs in
Taiwan. Its responsibilities are working efficiently and
innovatively to help farmers prosper and build a sustainable
agricultural environment that strikes a balance between quality
of life, production and ecology.

WHEREAS, IRRI, a non-profit autonomous international
organization recognized as one of the independent research
organizations that contributes knowledge, technical expertise,
and resources in support of the CGIAR Strategy and Results
Framework;

WHEREAS, IRRI is bound by its Intellectual Property and
Commercialization (IP&C) Policy (Note 1);

WHEREAS, IRRI is a member of the CGIAR and as such, is bound
with the CGIAR Principles on the Management of Intellectual
Assets (“ CGIAR IA Principles ” ) (Note 2);

NOW THEREFORE, COA, and IRRI decide to cooperate and work
together in partnership to fulfill their common goals as
follows:

(Note 1) see: http://books.irri.org/Approved-IPC-Policy -291017
.pdf
(Note 2) see: https://storage.googleapis.com/cgiarorg/2018/03/C
GIAR-IA-Principles.pdf

Article I
AREAS OF COLLABORATION
1. It is jointly decided that COA, whereas forming strategic
partnership with the International Cooperation Development
Fund (TaiwanICDF) with principal offices at Taipei, and IRRI
wish to cooperate in rice variety development program,
evaluation and trials, dissemination of rice research
material and technologies, and capacity building. Through the
cooperation it also hopes to extend the cooperative
relationships with other international agricultural
organizations such as CGIAR and Association of Independent
Research Centers for Agriculture (AIRCA) with the aim to
encourage greater interaction and synergy, and make
contribution to the personnel capacity building, agricultural
research and extension, and international humanitarian aid.
2. The scale of collaboration of the Parties will be determined
from time to time by a joint evaluation of Taiwan ’ s needs
and interests in collaboration, IRRI ’ s capacity and
effectiveness for such collaboration, and by the level of
financial resources available for the implementation of the
joint program.
3. It is understood that specific COA-TaiwanICDF-IRRI
collaborative projects for implementation under this MOU will
be as defined in the agreement developed and approved in
accordance with Article III hereof.

Article II
PUBLICATIONS AND INTELLECTUAL PROPERTY RIGHT
1. All genetic research materials used in the collaboration will
be transferred using Standard Material Transfer Agreement
(SMTA) (Note 3), and when appropriate, additional Material
Transfer Agreements (MTAs) in line with CGIAR guidelines.
Further, the transfer of biological materials, including
breeding materials and germplasm, will be subject to
pertinent stewardship, biosafety and bioprospecting laws,
rules, and regulations.
2. It is understood and decided that Intellectual Property
developed by the Parties prior to the collaboration (“
Background IP ” )will remain the Party ’ s sole
Intellectual Property. This MOU does not confer any right on
the use of IRRI ’ s Background IP.
3. All Foreground IP, joint R&D results including data gathered
in the course of, and as a result of, the implementation of
the project such as, but not limited to reports, articles,
research papers, databases, tri-media presentations including
joint R&D project outputs, joint R&D discoveries, joint R&D
inventions and its digital copies (soft copies), will be
subject to the following: IRRI ’ s IP&C Policy, CGIAR IA
Principles, IP policy of COA, and laws of the Republic of the
Philippines, and the laws, rules and regulations of ROC 　
(Taiwan). Management of such IP will also be in accordance
with the said policies and guidelines.
4. Results of the collaborative research will be jointly
published in the public interest, to maximize impact, as the
Parties agreed upon. In case one of the Parties decides to
protect valuable Foreground IP, the Parties will decide on a
suitable time frame for publication.
5. As per CGIAR IA Principles, IRRI reserves the right to share
each project deliverables and Foreground IP produced by joint
projects with public sector organizations outside of this MOU
for use in public agricultural research, breeding and for
non-profit emergency use purposes.
(Note 3) see: http://www.fao.org/3/a-bc083e.pdf

Article III
AGREEMENTS
1. This MOU will be implemented through an agreement or series
of agreements to be developed jointly in accordance with the
founding goals and mission statements of the COA, the
TaiwanICDF and IRRI, and with the financial resources
available for cooperative activities. Such agreements will
specifically describe the activities to be carried out by
each Party and the TaiwanICDF and will be consistent with the
priorities and goals of the Parties and the TaiwanICDF.
Further, the specific agreement will specify the details of
the research plan including scope, objectives, deliverables,
outcomes, outputs and activities, Background IP needed for
the completion of the project, expected Foreground IP, as
well as Freedom To Operate (FTO) and ownership on IP.
2. Termination of this MOU will result in the automatic
termination of the series of agreements, unless otherwise
provided by the Parties. However, obligations or
responsibilities assumed by the Parties through a series of
agreements will survive the termination of this MOU but only
to the extent necessary as to permit the orderly winding down
of all the activities in the said series of agreements.

Article IV
CONFIDENTIALITY
1. Both IRRI and COA will not disclose either Parties ’ s
Intellectual Property Assets marked “ Confidential ” or “
Proprietary ” to any other party outside of this MOU nor use
such Confidential Information for any purpose other than that
given in writing by IRRI and COA.
2. Both Parties will use the same degree of diligence to protect
Confidential Information received under this MOU as it uses
to protect its own information of a similar nature, but in
any event not less than reasonable care under the
circumstances.
3. The Confidential Information will be excluded from
confidentiality if the Recipient can demonstrate that (a) it
had possession of the information prior to disclosure; or (b)
the information generally is available to the public at the
time of disclosure, or becomes generally available, after
disclosure, through no fault of Recipient; or (c) Recipient
receives the information from a Party outside of this MOU
having the right to the information and who does not impose
confidentiality.

Article V
AMENDMENTS
The Parties may, by common consent in writing, modify any
provision of this MOU.

Article VI
IRRI LEGAL STATUS
Nothing in this MOU or in any document or arrangement relating
thereto shall be construed as constituting a waiver of
privileges or immunities of IRRI as an international
organization. COA shall do their best endeavor to extend such
recognition and privileges and immunities to fullest extent
allowed under the laws and regulations of Taiwan.

Article VII
EFFECTIVITY AND GOVERNING LAW
1. This MOU is the law between the Parties and will be governed
by and construed in accordance with the principles of general
and customary international law as well as relevant national
and/or international jurisprudence on the same, without
regard to any particular national law. Any dispute arising
from the performance of this MOU or in connection with this
MOU shall be settled through good faith negotiations between
the Parties; provided that, should there be no settlement of
the dispute within thirty (30) days from the time a Party
notifies the other Party in writing of a dispute, then this
MOU shall be terminated.
2. This MOU will take effect on 26 January 2020, and will remain
valid for five (5) years unless sooner terminated when one
Party notifies the other in writing of its intention to
terminate this MOU, in which case, this MOU will terminate
six months from the date of such notification. This MOU may
be further renewed or extended upon mutual agreement of the
Parties, which will be made no later than six (6) months
prior to the termination date.

IN WITNESS WHEREOF, the Parties hereunto have affixed their
signatures on the dates and at the places indicated below.

Signed in duplicate in the English language.


For the Council of For the International
Agriculture of the Rice Research Institute
Republic of China (IRRI)
(Taiwan) (COA)
_________________________ _________________________
Dr. Chi-chung Chen Dr. Matthew Morell
Minister Director General

Date: Date:
27 October 2020 1 October 2020
Place: Place:
Taipei Los Banos, Laguna

Witness:
For the International For the International
Cooperation and Rice Research Institute
Development Fund (IRRI)
(the TaiwanICDF)

_________________________ _________________________
Timothy T.Y. Hsiang Ajay Kohli
Secretary General Acting Research Director
Platform Leader –
Strategic Innovation

Date: Date:
5 November 2020 1 October 2020
Place: Place:
Taipei Los Banos, Laguna