ARTICLE I - SCOPE
This agreement provides a framework through which the Taipei Ec-
onomic and Cultural Representative Office in the United States (
TECRO), through its designated representative, the National Spa-
ce Program Office (NSPO) of Taiwan, can obtain the technical ex-
pertise, training, and scientific exchange activities from the
American Institute in Taiwan (AIT), through its designated repr-
esentative, the University Corporation for Atmospheric Research
(UCAR), in areas of mutual interest in the development, launch
and operation of a demonstration constellation of small satelli-
tes for atmospheric sensing, with a goal to provide global atmo-
spheric data sets for scientific research, education and demons-
tration of operational capability.
ARTICLE II - AUTHORIZATION
This Agreement is entered into pursuant to the Taiwan Relations
Act of April 10, 1979, Public Law 96-8 (22 USC 3301 et seq.).
ARTICLE III - OBJECTIVES
The broad objective of this Agreement is to establish a framewo-
rk to allow UCAR, acting as the designee ofAIT, to carry out te-
chnical and scientific cooperation with the NSPO under a TECRO-
AIT Agreement. The technical and scientific objectives of the c-
ooperation are:
A.To provide technical and scientific assistance in demonstrati-
ng the capabilities of UCAR's GPS/MET technology in areal-time
operational environment for weather prediction, space weather
observation, and climate and global change research.
B.To demonstrate the advantages and effectiveness of amicro-sat-
ellite constellation in terms of risk management. cost and co-
mpatibility with existing obsewatioxlal platforms.
C.To provide professional scientific and engineering collaborat-
ion in the development, launch and operation of a constellat-
ion of small satellites for atmospheric sensing.
D.To provide global atmospheric data sets for scientific resear-
ch and education.
E.To provide technical assistance related to armospheric sensing
techniques using space-based GPS receivers from AIT's designa-
ted representative, UCAR, to TECRO's designaced representative
, NSPO.
ARTICLE IV - COOPERATIVE AGTIVITIES
Specific cooperative activities will be determined after consul-
tations between TECRO and its designated representative, NSPO,
and AIT and its designated representative, UCAR.
A.The general activity to be conducted under this Agreement is
the development, launch and operation of a Constellation Obse-
rving System for Meteorology, Ionosphere and Climate (COSMIC).
Major tasks include designing and constructing the satellites
and their instruments, satellite launch, establishment of the
operational control centers, verification and analysis of atm-
ospheric data, and disseminarion of those dara for scientific
research and education.
B.Specific cooperarive activities to be conducted under this Ag-
reemzIlt will be determined after consultation between TECRO
and AIT, and will be included in Iimplementing Arrangements.
C.Each Implementing Arrangement shall specify the technical sco-
pe of the activities, management responsibilities, specific f-
unding arrangements, cost and schedule estimates, procedures
to be followed, details concerning warranty considerations, t-
reatment of intellectual property, liability and other approp-
riate matters.
D.All cooperative activities undertaken pursuant to specific Im-
plementidg Arrangements under this Agreement shall be subject
to the respective and applicable laws, regulations. policies,
funding and administrative procedures under wbicb TECRO and i-
ts designated representative, NSPO, and,AIT and its designated
representative, UCAR, operate.
ARTICLE V - RESPONSIBILITIES OF AIT
AIT shall carry out its responsibilities pursuant to this Agree-
ment with due diligence and efficiency.
A.AIT shall, through its designated representative, UCAR, keep
accurate and systematic accounts and records with respect to
services provided pursuant to this Agreement in such form and
detail as is customary, and shall permit TECRO, or its design-
ated representative, NSPO, to inspect same and make copies th-
ereof as may be reasonably requested.
B.AIT shall, through its designated representative, UCAR, furni-
sh to TECRO, or its designated representative, NSPO, such inf-
ormation related to the services AIT shall provide to TECRO p-
ursuant to this Agreement as may be reasonably requested.
C.Upon completion of specific services provided to TECRO by AIT
as delineated in the Implementing Arrangements to the Agreeme-
nt, AIT shall deliver to TECRO, or to its designated represen-
tative, NSPO, hardware, software, technical reports, system d-
ocumentation, calculations, comments, suggestions, and releva-
nt technical data compiled or prepared by AIT or its designat-
ed representative, UCAR, in and under this Agreement. Specific
details will be provided in the Implementing Arrangements to
the Agreements. As delineated in Implementing Arrangements to
this Agreement, such shall become the sole property of TECRO,
or its designated representative, NSPO, pursuant to this Agre-
ement; however, no license or other transfer of rights to ref-
erenced, imbedded or underlying intellectual property shall o-
ccur unless specifically authorized in the Implementing Arran-
gements to this Agreement.
D.To the extent that funds are made available by TECRO to AIT,
AIT through its designated representative, UCAR, will make av-
ailable such personnel, equipment and facilities necessary to
carry out activities pursuant to this Agreement.
E.AIT, through its designated representative, UCAR, shall provi-
de suitably qualified personnel who are acceptable to TECRO a-
nd to TECRO's designated representative, NSPO. Personnel will
be selected on merit factors such as education, experience and
expertise.
F.AIT, through its designated representative, UCAR, shall provi-
de all technical and administrative support and other require-
ments as may be necessary to complement and supplement the se-
rvices of personnel of AIT's designated representative, UCAR,
who are on Taiwan under the auspices of AIT.
G.Pursuant to this Agreement, AIT shall assist TECRO in obtaini-
ng visas and other documents necessary for personnel of TECRO'
s Designated representative, NSPO, who visit the United States
under the auspices of TECRO in order to carry out this Agreem-
ent.
ARTICLE VI - RESPONSIBILITIES OF TECRO
A.Pursuant to this Agreement, TECRO shall assist AIT in obtaini-
ng visas and other documents necessary for personnel of AIT's
designated representative, UCAR, who visit Taiwan under the a-
uspices of AIT in order to carry out this Agreement.
B.Pursuant to this Agreement, TECRO shall assist AIT in obtaini-
ng the necessary permits and authorizations for carrying out
the assistance specified in the Implementing Arrangements to
this Agreement, including access to facilities and areas under
the jurisdiction of TECRO's designated representative, NSPO,
by personnel of AIT's designated representative, UCAR, who are
on Taiwan under the auspices of AIT.
C.TECRO shall, pursuant to this Agreement, assure that AIT and
its designated representative, UCAR, are held free and clear
of all customs duties and imposition charged by the authoriti-
es in the territory represented by TECRO. Neither AIT nor its
designated representative, UCAR, shall be required to pay any
duties or taxes in executing the terms and conditions of this
Agreement.
ARTIClLE VII - FINANCIAL ARRANGEMENTS
A.The financial arrangements and terms of payments are specified
and mutually agreed to in the Implementing Arrangements to th-
is Agreement.
B.AIT shall provide TECRO with documentation supporting requests
for reimbursement in accordance with standard financial regul-
ations and practice of AIT and its designated representative,
UCAR.
C.Pursuant to Article IV, each Implementing Arrangement shall s-
pecify funding and payment arrangements for activities covered
by the Implementing Arrangement and shall include the estimat-
ed budget for at least the first year of activity.
ARTICLE VIII - INTELLECTUAL PROPERTY CONSIDERATTONS
A.TECRO and its designated representative, NSPO, and AIT its de-
signated representative, UCAR, and support the widest possible
dissemination of information provided, exchanged or arising u-
nder this Agreement, subject to the need to protect pre-exist-
ing proprietary information, patent, and copyright restsictio-
ns.
B.Details concerning intellectual property considerations and i-
nformation dissemination procedures will be specified in each
Implementing Arrangement to this Agreement.
C.Information transmitted by either party to this Agreement to
the other party shall be accurate to the best knowledge and b-
elief of the transmitting party, as delineated in the impleme-
nting Arrangements to this Agreement.
ARTICLE IX - EFFECTIVE DATE
This Agreement will become effective on the date of the last si-
gnature hereafter.
ARTICLE X - AMENDMENT AND TERMINATION
This Agreement, and its Implementing Arrangements, may be amend-
ed by the mutual written agreement of TECRO and AIT.
This Agreement may be terminated by either party at any time by
notification to the other party in writing sixty (60) dayS in a-
dvance of the desired termination date. It is understood that an
attempt will be made to reach mutual ageement on the termination
dates to allow orderly termination of activities and repatriati-
on of personnel, settlement with sub-tier suppliers, the deterr-
nination of settlement costs, and the distribution of project i-
nventories and supplies.
ARTICLE XI - RESOLUTION OF DIFFICULTIES
TECRO and AIT shall consult, upon request of either party or th-
eir designated representatives, regarding any matter related to
the terms of this Agreement, and shall endeavor jointly, in a s-
pirit of cooperation and mutual trust, to resolve by informal m-
eans for a period of sixty (60) days any difficulties or misund-
erstandings that may arise.
ARTTCLE XII - SURVIVTNG PROVISIONS
The provisions of Articie VIII shall survive the expiration of
this Agreement.
ARTICLE XIII - FORICE MAJEURE
Any event of Force Majeure shall constitute an excusable delay,
Examptes include, but are not limited to, embargo, quarantine,
war, public disorders, explosions, fire, earthquake or other ac-
ts of God, the suspension, cancellation or failute to receive n-
ecessary permissions, or any other condition beyond the control
of the parties affected. Such delays shall excuse the affected
party from performance during the period when prevented, not te-
rminate the Agreement, and require resumption of performance as
promptly as possible, using all best efforts to remove the cause
of non-performance.
ARTICLE XlV - NOTICES
Any notice under this Agreement shall be given by certified air-
mail, personal delivery, telefax, telex or cable to the address
specified below, which may be changed from time to time.
To NSPO: To UCAR:
National Space Program Office University Corporation for
of the National Science Council Atmospheric Research
8F, No. 9 Prosperity Road 1 P.O. Box 3000
Science-Based Industrial Park Boulder, CO 80307-3000
Hsin-Chu 30077, Taiwan, ROC Attn: Mr. Jeff Reaves
Attn: Chief of Program
Control Division
Dr. Di Chiu
Telephone: 886-35-784288 ext. 8222 Telephone: 1 303-497 8890
Telefax: 886-35-784246 Telefax: 1-303-497-8501
Email: pc0l@nspo.gov.tw Email: jreaves@ucar.edu
FOR THE TAIPEI ECONOMIC AND FOR THE AMERICAN INSTITUTE
CULTURAL REPRESENTATIVE IN TAIWAN
OFFICE IN THE UNITED STATES
June 36, 1999 5/29/99