o ARTICLE-1 Definition
o ARTICLE-2 Purpose and Objective
o ARTICLE-3 Scope of Work
o ARTICLE-4 Technical Assistance
o ARTICLE-5 Ownership of Information (Title)
o ARTICLE-6 Confidentiality of Technical Information
o ARTICLE-7 Inventions and Patents (Improvement)
o ARTICLE-8 Patent Infringement
o ARTICLE-9 Technology License (Grant of License)
o ARTICLE-10 Licenses
o ARTICLE-11 Disputes & Arbitration
o ARTICLE-12 Liability
o ARTICLE-13 Warranty (Guarantee)
o ARTICLE-14 Term of Arrangement (Duration)
o ARTICLE-15 Termination
o ARTICLE-16 Language
o ARTICLE-17 Force Majeure
o ARTICLE-18 Taxes
o ARTICLE-19 Financial Responsibilities
o ARTICLE-20 Price
o ARTICLE-21 Effective Date (Effectiveness)
o ARTICLE-22 Notices (Notification)
This Arrangement is made and entered into as of this seventh day
of August 2000,
by and between:
Korea Atomic Energy Research Institute, having its head office
at Dukjin-Dong 150, Yusong-Gu, Taejon 305-600, Korea (hereinaft-
er called "KAERI")
Institute of Nuclear Energy Research, having its head office at
1000 Wen-Hua Road, Chia-An Village, Lung-Tan 325, Taiwan, Repub-
lic of China. (hereinafter called "INER" )
WHEREAS INER started a research reactor project ("TRR-II") in
October,1998 with seven-years project schedule and dismantling
work of old reactor("TRR") is included in the schedule;
AND WHEREAS KAERI has a good experience in design, construction,
commissioning, and operation of multipurpose research reactor,
HANARO which reached initial criticality in February, 1995 and
is being utilized successfully in various kinds of research pro-
AND WHEREAS INER invited KAERI to join TRR-II project to carry
out the commissioning work, and operation & maintenance ("O&M")
work of TRR-II;
AND WHEREAS KAERI and INER recognize their mutual interests in
promoting cooperation in the peaceful uses of nuclear energy and
have had discussions relating to the work and agreed to have mu-
tual cooperation on the commissioning, operation & maintenance
NOW, THEREFORE, in consideration of the premises and mutual cov-
enants herein contained, it is agreed between KAERI and INER as
1.1 "Party" shall mean Party to this Arrangement.
1.2 "Program" shall mean the program including the activities
for Commissioning and O&M work.
1.3 "Project" shall mean a part of the program as such part has
been approved in written form by both Parties.
1.4 "Commissioning" shall mean the program and activity establi-
shed to demonstrate the requirements and intents of the des-
ign as stated in the safety analysis report can be met. The-
refore, the planning for the Commissioning program should
begin during the design stage in order to permit interaction
with designers. The Operating Organization, and where possi-
ble, designers and constructors, will be involved in the pr-
eparation of the Commissioning Program.
1.5 "Operation" shall mean the operation of reactor (TRR-II) and
associated facilities within specific operational limits and
conditions including startup, power operation, shutting down
, shutdown, maintenance, testing and refuelling.
1.6 "Maintenance" shall mean the organized activity, both admin-
istrative and technical, of keeping structures, systems and
components in good operating condition, including both prev-
entive and corrective aspects.
1.7 "Effective date" shall mean the date on which this Arrangem-
net comes into force in accordance to Article-22.
1.8 "Proprietary Information" shall mean information-oral, in
writing or computer form, where possible marked as such -th-
at is not available to the public and that contains trade
secrets and/or technical, commercial or financial informati-
on that has been and/or will be transmitted by the owner to
third parties only under the obligation of confidentiality.
ARTICLE-2 Purpose and Objective
2.1 The specific purpose and objective of this Arrangement are
to define the collaboration spirit between KAERI and INER
in order for INER to perform successfully the commissioning,
and operation & maintenance work of TRR-II, which is under
2.2 KAERI amd INER shall, in accordance with the terms and cond-
itions of this Arrangement establish a cooperation program
on subjects described in Article-3 and Article-4.
ARTICLE-3 Scope of Work
3.1 The Parties agree to exchange and share experiences and inf-
ormation concerning operator training, commissioning, and
operation & maintenance of research reactor.
3.2 Under the terms and conditions of this Arrangement, KAERI
shall provide consultation services agreed upon areas relat-
ed to the operator training, commissioning, and operation &
maintenance of TRR-II.
3.3 The scope of cooperation between the Parties is not limited
to the items mentioned above. If the Parties agree to enlar-
ge the field of collaboration, then the scope of cooperati-
on can be extended to any other field of mutual interest.
Any contract on extension of cooperation shall be considered
as an Annex of this Arrangement, and shall be signed by the
duly authorized representatives of both Parties.
ARTICLE-4 Technical Assistance
4.1 KAERI shall, by request of INER, permit a reasonable number
of technical personnel designated by INER to have opportuni-
ty to study and learn the operation/maintenance/commissioni-
ng of HANARO at the site of HANARO. INER shall inform KAERI,
in advance, of the purposes, numbers, names, qualifications
and probable length of stay of INER's designated personnel
desiring to visit KAERI. KAERI shall arrange to make avail-
able qualified personnel for consultation and training prog-
ram for INER's personnel. Any written documents used for co-
nsultation and training program will be provided by KAERI
upon INER's request. Cost for round trip, meals, lodging and
other expenses of INER's personnel dispatched for training
shall be borne by INER.
4.2 Upon written request of INER, KAERI shall send to INER, sub-
ject to availability of personnel and to mutual agreement,
qualified engineers to render assistance and services to IN-
ER in connection with this Arrangement for a reasonable per-
iod to be agreed upon by the Parties, however, that INER ag-
rees to bear cost according to Article-20. KAERI shall assu-
re that such engineers are qualified with professional stan-
dards and reasonable skill, and will perform the assistance/
services with care/diligence and also generate the technical
reports related to each assistance/services.
ARTICLE-5 Ownership of Information (Title)
5.1 All right, title and interest in information provided by one
Party to the other shall remain with the providing Party.
5.2 Any use or exploitation of any Proprietary Information or
information otherwise protected which is transferred by one
Party to the other for the performance of the cooperation
Program shall be in accordance with a separate arrangement.
5.3 Information developed by the receiving party dependent on
Information obtained from the providing party shall be owned
by the receiving party.
ARTICLE-6 Confidentiality of Technical Information
6.1 INER agrees to maintain confidential and not to disclose to
the third parties Information supplied to INER by KAERI und-
er this Arrangement.
However, the foregoing shall not apply to Information which
can be proven by INER to be, (i) public knowledge other than
by breach of the Arrangement, (ii) legally obtained from the
third parties having an unrestricted right to disclose, or (
iii) already known to INER at the time of transfer without
bligation of confidentiality. However, INER will disclose
the Information with KAERI's prior written approval to the
6.2 Restricted Information and Proprietary Information shall be
clearly identified and marked as such by the providing Party
, and the receiving Party shall respect the privilege nature
thereof, and shall not disseminate such Information without
the written consent of the providing Party.
6.3 Information disclosed by either Party to the other may incl-
ude confidential information. In the event such information
is disclosed and is identified as confidential, the Party
receiving such information shall keep it in confidence and
shall not disclose it to any third party. In any case, the
existing rights and obligation of or towards the third part-
ies will be taken into consideration.
6.4 The whole information resulting from the Arrangement shall
be treated strictly as confidential document and shall be
communicated only to persons directly employed by the recei-
ving Party for its exclusive and personal use.
6.5 Confidentiality shall apply for the duration of this arrang-
ement and during a period of 2 years after its termination.
6.6 Adherence of international control on retransfer,both sides
recognize that information obtainad pursuant to this Arrang-
ement shall not be transferred beyond the jurisdiction of
the receiring party without the prior consent of the govern-
ment of the providing party.
ARTICLE-7 Inventions and Patents (Improvement)
7.1 If an invention is conceived, developed or first actually
reduced to practice as a result of the cooperation work Pro-
gram, the ownership of the invention and all patent rights
shall vest in the inventing Party. And the other Party will
receive a non-exclusive, irrevocable, royalty-free license
to make, use and commercially exploit the invention in all
countries together with the right to grant sub-licenses.
7.2 If, at any time during the term of this Arrangement, one Pa-
rty hereto discovers or comes into the possession of any im-
provements or of future inventions relating to the scope of
work , the Party shall furnish the other Party with informa-
tion on such improvement of further inventions without any
delay and free of charge.
ARTICLE-8 Patent Infringement
8.1 KAERI shall defend any suit or proceeding brought against
INER based on a claim that the technology or any part there-
of provided pursuant to this Arrangement constitutes on inf-
ringement of any patents, if notified promptly in writing of
any notice of such claim.
ARTICLE-9 Technology License (Grant of License)
9.1 For the duration of this Arrangement, and upon the terms and
conditions more specifically set forth herein, KAERI hereby
grants to INER a non-exclusive right and license to use the
Information to perform commissioning and operation work of
10.1 INER shall be responsible for all dealings with the govern-
mental agencies in Taiwan. This shall include obtaining,
maintaining and paying for any licenses (such as import or
export licenses), permits and authorizations that may be
required for the performance of all the services furnished
by KAERI under any purchase orders issued pursuant to this
10.2 INER shall be responsible for obtaining, maintaining and
paying for any licenses, permits and authorizations requir-
ed for work which shall be performed in its INER's facilit-
ARTICLE-11 Disputes & Arbitration
11.1 Both Parties hereto shall act in good faith and utilize th-
eir best efforts to resolve any dispute, controversy or di-
fference arising in connection with this Arrangement.
11.2 Any dispute arising under or by virtue of this Arrangement
or any difference of opinion between the parties hereto co-
ncerning their rights and obligation under this Arrangement
, shall be finally resolved by arbitration. Such arbitrati-
on proceedings shall take place in Geneva court in accorda-
nce with the applicable rules of arbitration of the Intern-
ational Chamber of Commerce, but the proceedings should ta-
ke place in English language. The decision of the arbitrat-
ion proceedings shall be final and binding upon both Parti-
12.1 This Arrangement has been made to ensure technical coopera-
tion between the Parties and, thus, the parties agree to
refrain from any action, claim or demand for losses or dam-
ages attributable to the existence or application of this
Arrangement, except for the losses or damages arising out
of or as a consequence of willful misconduct or negligence.
12.2 Each Party shall be liable for personal injury suffered by
any of its officers, employees or agents, or loss of or da-
mage to its own property or property in its custody or over
which it has control regardless of where such injury, loss
or damage has been incurred, and shall not bring suit or
lodge any other claim against the other party, in respect
of such injury, loss or damage unless the claim is based on
gross negligence or intentional misconduct of such other
12.3 Without prejudice to this Article-12, the aggregate liabil-
ity of any party to the other party, shall in no event exc-
eed the value of that party's contribution in the project.
ARTICLE-13 Warranty (Guarantee)
13.1 KAERI warrants that the recommendations, guidance and perf-
ormance of its personnel shall reflect competent professio-
nal knowledge, judgment and workmanship.
13.2 KAERI hereby represents and warrants to INER that the Tech-
nical Information to be supplied by KAERI to INER under Ar-
ticle-5 hereof is current and is the same in substance as
the technical materials used by KAERI at the time of furni-
shing, and that to the best of the KAERI's knowledge, the
Technical Information do not infringe any patent or utility
model registration of any third party issued in an country
prior to and existing at the time of the execution of this
13.3 KAERI shall warrant that all the Report are made with good
quality and incorporate the experience gained, and fully
conform to the scope of work.
13.4 Both Parties agree to transmit to each other, to the best
of their knowledge and ability, their information, includi-
ng the inventions, and if required, to make available their
material and equipment; however, they will not assume any
warranty for the correctness of information exchanged or
the working order of the material or equipment furnished.
They shall not be liable to each other for the any damage
caused by the utilization of such information, material or
13.5 Both Parties shall waive the right to claim for damages wh-
ich may, during the period and within the frame of the exc-
hange of personnel, be inflicted upon the receiving party
by the personnel assigned hereunder or which may be inflic-
ted upon the personnel assigned at the receiving party's
facilities. Accordingly, each party shall relieve the other
party and its personnel from any liquidated damages which
may be claimed for by its own personnel or by third parties
and which may have been caused within the territory of its
country, provided such damage has not been inflicted malic-
ARTICLE-14 Term of Arrangement (Duration)
14.1 This Arrangement shall be effective for an initial period
of five years from the Effective Date of this Arrangement.
After the end of this period, the Arrangement shall expire
without notice. The KAERI and INER may agree to extend the
term of this Arrangement.
15.1 Either Party may terminate this Arrangement by providing
the other Party with three months prior written notice of
its intention to terminate.
In such event, the Party so providing notice shall complete
the tasks to be undertaken by it during the notice period
and provide the other Party with its Program Information to
and including the date of termination.
15.2 The termination of this Arrangement shall not release eith-
er party from the payment of any amount of money then due to
the other or from any liability which it may have previously
incurred under this Arrangement.
16.1 The working language of this program shall be English.
16.2 The language for correspondence between the parties and any
documentation shall be in English.
ARTICLE-17 Force Majeure
17.1 Neither Party shall be liable to the other Party for non-
performance or delay in performance of any of its obligati-
on under this Arrangement due to causes reasonably beyond
its control including fire, flood, strikes, labor troubles
or other industrial disturbances, unavoidable accidents,
governmental regulations, riots, and insurrections. Upon
the occurrence of such a force majeure condition the affec-
ted party shall immediately notify the other party with as
much detail as possible and shall promptly inform the other
party of any further developments. Immediately after the
cause is removed, the affected party shall perform such ob-
ligations with all due.
18.1 The taxes generated by this Arrangement and its implementa-
tion shall be charged to INER if originated in Taiwan.
Each Party will provide all relevant information as reques-
ted by the other party's tax authorities.
Except as may be otherwise provided in this Arrangement,
the remuneration includes all kinds of taxes in either cou-
ARTICLE-19 Financial Responsibilities
19.1 KAERI and INER shall be responsible for the salary and all
living expenses of their attached staff, and all travel ex-
penses between Korea and Taiwan
20.1 The expenses for the work, described in Article-3 and Arti-
cle-4, shall be borne by INER, at the price agreed upon by
ARTICLE-21 Effective Date (Effectiveness)
21.1 The Arrangement shall become effective on the date upon wh-
ich the following has been fulfilled.
- Signing of the Arrangement by the duly authorized repres-
entative of KAERI and INER.
21.2 This Arrangement shall be considered as having entered its
full effect and force upon the signing of this Arrangement
by the parties hereto.
ARTICLE-22 Notices (Notification)
22.1 All notices, requests, demands, approvals and other commun-
ications hereunder shall be written in English, and shall
be deemed to have duly given to the other party to be noti-
fied as follows unless otherwise expressly provided for in
- when delivered by hand, or
- at the date of each party's receipt of notice by registe-
red mail, or
- at the date of dispatch of telex
All notices shall be addressed to the appropriate party at
its address shown below;
To KAERI :
HANARO General Manager, Mr. Chang Oong CHOI
TRR-II Project Manager, Dr. Shih-Kuei Chen
Either party may change its address by providing, written notice
to the other party in the manner set forth immediately above.
IN WITNESS WHEREOF, the parties have caused this Arrangement to
be executed by their duly authorized representatives as of the
date written hereafter.
Done in duplicate, an original copy destined for each Party.
Dr. In Soon CHANG
Dr.Il Hiun KUK
Dr. Ging-Shung Yu
Dr. Shih-Kuei Chen