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$323,000. 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 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 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 2011 and
the completion date of tasks described in this Implementing
Arrangement is 31 December 2011. 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 OFFICE TAIWAN
IN THE UNITED STATES
TaTung Chang Barbara J. Schrage
Deputy Representative Managing Director
December 27, 2010 August 24, 2010