THIS AGREEMENT is made this thirteenth day of August, 1994 by t-
he Republic of China (hereinafter referred to as "ROC") and The
Republic of Paraguay (hereinafter referred to as "Paraguay").
WHEREAS, ROC has established international recognition of its o-
utstanding achievement in economic development and industrializ-
ation;
WHEREAS, it is the established policy of ROC to extend the expe-
rience, know-how and expertise that it has acquired in the area
of economic development to all friendly developing nations to a-
ssist in the development of the economy of such nations; and
WHEREAS, Paraguay has requested and ROC has agreed to provide t-
he technical assistance upon the terms and conditions hereinaft-
er set forth;
NOW THEREFORE the parties hereto agree as follows:
ARTICLE I
REPRESENTATIVE
ROC hereby designates the International Economic Cooperation De-
velopment Fund ("IECDF") and Paraguay hereby designates the Min-
istry of Industry and Commerce ("MIC") as their respective exec-
uting agencies to perform their respective obligations hereunder
.
ARTICLE II
DEFINITION
1."Center" means the CHINA (R.O.C.) -PARAGUAY Technical Coopera-
tion Center for Small and Medium Enterprises in Asuncion.
2."Trainees" means those persons to be selected by Paraguay to
undergo training in ROC under this Agreement, who shall, upon
completion of such training, become instructors of the Center.
3."Man-Month" means the unit duration of services to be perform-
ed by Advisors or Experts. For the purpose; of this Agreement,
one Advisor or Expert to conduct one month of service in Para-
guay shall be computed as one (1) Man-Month.
4."Advisors" means those qualified trainers as dispatched by ROC
to provide supervisory and consulting services for the Initial
Training Programs of the Center under this Agreement.
5."Initial Training Programs" means those training programs of
the Center to be conducted by instructors, who have completed
training in ROC, and supervised by Advisors, which consists of
: (1) Metal Machinery (2) Engineering Drawing (3) Measuring D-
evice (4) Hydraulic/Pneumatic Control (5) Industrial Electron-
ics.
6."Experts" means those qualified industrial professionals as d-
ispatched by ROC to Paraguay to provide guidance service in t-
he promotion and development of local small and medium indust-
ries such as woodworking, textile and food processing, under
this Agreement.
7."Technical Assistance" means assistance granted by ROC to Par-
aguay under Article IV of this Agreement.
ARTICLE III
OBJECTIVES
The objectives of this Technical Assistance are to provide assi-
stance in the establishment of the Center to enhance Paraguay's
training facilities and capabilities in basic industries, and to
provide assistance in the promotion and development of certain
Paraguay's key industries, which are specifically designed for
the benefit of small and medium enterprises.
ARTICLE IV
SCOPE OF TECHNICAL ASSISTANCE
ROC agrees to provide, at its own cost and expenses, up to the
aggregate amount of six hundred ninety thousand U.S. Dollars (US
$690,000), the following Technical Assistance:
Section 4.01 Financial Support
1.ROC agrees to grant, within one month from approval of the bl-
ue prints, construction schedule and construction budget of t-
he center, with those profiles of the architect and the const-
ructor attached thereto, as sent by MIG, a fund up to two hun-
dred thousand U.S.Dollars (US$200,000) to finance construction
cost of the Center, which shall be kept at a local bank accou-
nt in Paraguay at the disposal of IECDF or its representative.
2.Disbursements of the fund to MIC shall be made in three insta-
llments. The exact amount and time of each disbursement shall
be determined unilaterally by IECDF, taking into consideration
of the construction progress and other affecting factors.
3.ROC shall not be obligated to provide financial support for t-
he construction cost of the center beyond the above specified
amount. ROC further reserves the right to reduce or cancel pr-
ovision with such fund should the construction project of the
Center be downscaled or canceled.
Section 4.02 Initial Training Equipment
ROC agrees to provide, on cost, insurance and freight (C.I.F.)
basis, up to a total value of two hundred sixty thousand U.S. D-
ollars (US$260,000), initial training equipment for use in the
Initial Training Programs of the Center on the following terms
and conditions:
1.IECDF shall arrange, or cause the suppliers to arrange for and
bear the sea freight and insurance charges in connection with
the delivery of the Equipmenttaa port designated by MIC. The
date of actual shipment shall be determined by IECDF, taking
into account the suppliers' delivery schedule and the progress
of construction of the Center. All costs and expenses incurred
in connection with the Equipment subsequent to the arrival at
the designated Paraguayan port, including, without limitation,
unloading charges, customs duties and fees, license fees, cle-
arance charges, in-land transportation and insurance, install-
ation, and maintenance costs shall be borne by MIC. MIC shall
appoint and maintain a technician to supervise the installati-
on, use and maintenance of the Equipment.
2.Risk of loss of the Equipment shall be shifted to MIC upon su-
ppliers' delivery of the Equipment to the shipping agent appo-
inted for shipping the Equipment to MIG. Title to the Equipme-
nt passes to MIC upon the latter's receipt of the title docum-
ents thereof.
3.MIC shall inspect the Equipment immediately upon its arrival
at the designated port and promptly notify, in writing, the c-
arrier, the insurance company, and IECDF of any shortfall or
damage to the Equipment en route. In event of any damage or s-
hortfall, MIC shall directly address its claims to the carrier
and/or the insurance company, as the case may be.
4.All matters with respect to warranty, if any, shall be pursued
by MIC directly against the concerned supplier. IECDF assumes
no responsibility and/or liability for the quality, fitness f-
or particular purpose, use, or maintenance of the Equipment,
including vis-a-vis any third parties. IECDF shall provide or
cause to be provided in the sales contract with the supplier
of the Equipment that the supplier directly assumes such warr-
anty toward
Section 4.03 Training
1.IECDF agrees to arrange for training of up to eight (8) Train-
ees in ROC for a period of not more than four (4) months each,
of which six (6) Trainees will be trained in basic industries
and two (2) Trainees will be trained in development of small
and medium enterprise, within the first year of this Agreement
. If deems it appropriate, IECDF may offer to arrange for tra-
ining of three (3) more Trainees in ROC within the second year
of this Agreement.
Respective fields and schedules of such training and qualific-
ations of Trainees shall be determined by IECDF after consult-
ation with MIG.
2.ROC agrees to pay for Trainees' international air ticket expe-
nses (economy class) to and from ROC and domestic transportat-
ion, insurance and medical bills, training cost, meals and ac-
commodations during their stay in ROC.
Section 4.04 Advisors
ROC agrees to dispatch two (2) Advisors to Paraguay on the foll-
owing terms and conditions:
1.Advisors shall assist in planning and preparing contents of I-
nitial Training Programs and materials.
2.Advisors shall provide supervisory and consulting services for
the Initial Training Programs and operations of the Center for
a total period of not exceeding fourteen (14) Man-Month in the
aggregate.
3.Schedule of Initial Training Programs and time of dispatching
Advisors shall be jointly determined by IECDF and MIG.
4.Advisors shall be provided, at Paraguay's expenses, with inte-
rpreter(s) to be undertaken by instructors of the Center to f-
acilitating their provision with supervisory and consulting s-
ervices.
5.Each session of training programs will run for a maximum of t-
hree (3) month Advisors shall be responsible for a duration of
two (2) consecutive sessions only.
Section 4.05 Experts
ROC agrees to dispatch, up to a total cost of one hundred forty
thousand U.S. Dollars (US$140,000), Experts to Paraguay on the
following terms and conditions:
1.Experts are selected from three (3) industrial sectors, namely
, woodworking, textile and food processing. Each sector consi-
sts of two (2) Experts, in principle.
2.Experts shall provide their respective guidance services in t-
he aforementioned industrial sectors in the following areas:
(1) preparation and analysis of business plans;
(2) financial management and analysis;
(3) various topics related to production technologies; and
(4) marketing research and planning.
3.Time of dispatching Experts shall be jointly determined by IE-
CDF and MIG.
4.Services rendered by Experts in Paraguay shall be for a durat-
ion of not exceeding eighteen (18) Man-Month in the aggregate.
ARTICLE V
OPERATION GUIDELINES OF THE CENTER
The Center shall be operated in line with the following guideli-
nes:
1.During or after Initial Training Programs, the Center shall p-
rovide training courses to local technicians and managers of
small and medium enterprises who shall bear the cost, at least
partially, of the training service provided.
2.Depending on the training facilities, each session of training
programs will accommodate a maximum of thirty (30) trainees.
There will be a maximum of three (3) sessions per year, of wh-
ich each will run for a maximum of three (3) months.
3.Local industrial associations, academic institutions, and oth-
er industrial development organizations of Paraguay shall be
encouraged to cooperate with MIC in planning the programs of
the Center.
4.The Center shall be managed by a director to be appointed by
MIG. He shall be supported by several full-time professionals
and administrative staff.
5.Details of implementation of training programs and operations
of the Center shall be jointly determined by IECDF and MIG.
ARTICLE VI
RESPONSIBILITIES OF PARAGUAY
Section 6.01 Liaison Officer
Paraguay shall designate one liaison officer from MIG, who shall
be responsible for over-all project coordination with IECDF and
shall assist IECDF, Advisors and Experts in executing the Techn-
ical Assistance.
Section 6.02 Construction and Operations of the Center
Paraguay shall be responsible, through MIG, for the construction
works of the Center, and for bearing the overall operations cost
of the Center. With respect to the construction cost of the Cen-
ter, Paraguay shall be responsible for such amount overrun from
that of financial support under Sec. 4.01, Article IV of this A-
greement.
Section 6.03 Reporting Requirement of the Center
At the end of January and July of each year, the Center shall p-
repare and submit to MIC and IECDF, for review and approval, a
semi-annual operations program and the budget therefor. A perfo-
rmance report, in line with the format prescribed by IECDF, sha-
ll be presented to IECDF at the end of each calendar year. Upon
finding of unsatisfactory performance, IECDF may recommend repl-
acing the director of the Cenlter and/or taking measures for im-
provement.
Section 6.04 Privileges And Facilities To Be Provided By Paragu-
ay Paraguay shall:
(a) Make arrangements for the tax and duty free clearance throu-
gh its customs of any equipment, materials and supplies req-
uired for the Technical Assistance;
(b) make arrangements for Advisors and Experts promptly for the
provision with any necessary entry and exit visas, residence
and work permits, exchange documents and travel documents r-
equired for their stay in Paraguay.
(C) permit Advisors and Experts to bring into, and withdraw from
, Paraguay reasonable amount of foreign currency for their
personal use;
(d) provide, free of charge, adequate medical and dental care f-
acilities to Advisors and Experts;
(e) provide suitable furnished accommodations to Advisors and E-
xperts (rental to be paid by the respective Advisor and Exp-
ert, as provided by IECDF);
(f) provide, free of charge, well maintained vehicles with driv-
er and fuels for local transportation to Advisors and Exper-
ts;
(g) exempt Advisors and Experts from any taxes, duties, fees, a-
nd other impositions imposed under the laws and regulations
in effect in Paraguay an Advisors and Experts in respect of:
(i) any payments whatsoever made to Advisors and Experts in c-
onnection with their services provided in Paraguay;
(ii) any equipment, materials and supplies brought into Paragu-
ay by Advisors and Experts for the purpose of executing t-
he Technical Assistance and
(iii) any equipment,'material and supplies brought into Paraguay
by Advisors and Experts for the purpose of executing the
Technical Assistance and which will be consumed therein or
become the property of Paraguay;
(h) provide functional office with supporting staff, adequate o-
ffice furniture and equipment (including but not limited-to
copying machine, telephone and facsimile machine, etc.) and
make them available upon arrival of Advisors and Experts, r-
espectively. Paraguay shall be responsible for and bear the
cost of providing such facilities and related services to A-
dvisors and Experts.
i) grant privileges to Advisors and Experts no less favorable
than those awarded to the Advisors or Experts of any third
country serving in Paraguay under similar technical assis-
tance project(s).
Section 6.05 Indemnification
Paraguay shall hold harmless and indemnify ROC, IECDF, Advisors
and Experts from and against any cost, claims, damages or liabi-
lities arising out of, or resulting from, any acts or omissions
in connection with the Technical Assistance other than those ar-
ising out of or resulting from the gross negligence or willful
misconduct of ROC, IECDF, Advisors or Experts, as the case may
be.
Section 6.06 Data And Services To Be Provided
Paraguay shall make available to IECDF, Advisors and Experts, f-
ree of charge, any and all data, services and facilities as sha-
ll be required for executing the Technical Assistance.
ARTICLE VII
EVALUATION AND CONSULTATION
Section 7.01 The parties shall, from time totime, at the request
of either party, exchange views and consult on the implementati-
on of the Technical Assistance.
ARTICLE VIII
EFFECTIVE DATE, SUSPENSION AND TERMINATION
Section 8.01 Effective Date
This Agreement shall become effective upon signature. It shall
remain effective for a period of two (2) years unless otherwise
terminated in accordance with this Agreement.
Section.8.02 Suspension And Termination
Both parties may at any time in writing suspend or terminate th-
is Agreement, if any circumstance arises that will interfere or
threaten to interfere with the successful implementation of the
Technical Assistance, the accomplishment of its purpose, or the
execution of the Technical Assistance in accordance with the te-
rms and conditions under this Agreement.
Section 8.03 Remedy
If this Agreement is suspended or terminated, the parties shall
consult with each other concerning any further action that may
be necessary or desirable. But there shall be not further oblig-
ation for either party to take any further action, unless an ag-
reement with respect to such further obligation is reached and
signed by both parties.
ARTICLE IX
NOTICES
writing at the following address:
All notices or other communications hereunder to any party here-
to shall be made in writing at the following address:

For Paraguay
Representative: Dr. Guillermo Sosa
Title: Vice Minister of Industry
Ministry of Industry and Commerce
Add: Av. Espana 323, Asuncion, Paraguay
Tel: (595-21) 204-791
Fax: (595-21) 213-970

For ROC:
Representative: Mr. Chou Yan
Title: Executive Secretary,
International Economic Cooperation Development Fund
Add: 2th F1., 73, Ku-ling St., Taipei, Taiwan, R.O.C.
Tel: (886) 396-6316
Fax: (886) 396-9147
The aforementioned address, telephone or facsimile number may be
changed at any time uy giving advance written notice to the oth-
er party.
ARTICLE X
MISCELLANEOUS
Section 10.01 Governing Law And Jurisdiction
This Agreemerit shall be construed and interpreted in accordance
with the laws of ROC. All disagreements and differences in opin-
ion shall first resort to amicable consultation between the par-
ties and, if unable to be resolved thereby, shall be settled ex-
clusively in courts of ROC.
Section 10.02 Assignment
The rights and obligations of Paraguay under this Agreement sha-
ll not be assigned.
Section 10.03 Modification
Any modification or amendment to this Agreement shall not bind
the other party unless such other party has agreed to be so bou-
nd in writing.
IN WITNESS WHEREOF, the parties hereto have caused this Agreeme-
nt to be executed in duplicale originals in English by their du-
ly authorized representatives having affixed their signature th-
ereto, on the date first above written.

For the Republic of China For the Republic of Paraguay
[Signed] [Signed]
Dr. P.K. Chiang Dr. Ubaldo Scavone
Minister Minister
Ministry of Economic Affairs Ministry of Industry and Commerce