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1 WHEREAS, the Taipei Economic and cultural Representative Officein the United States (TECRO) and the American Institute in Taiw-an (AIT) signed an Agreement for Technical Cooperation Associat-ed with Development, Launch and operation of a Constellation Ob-serving System for Meteorlogy, Ionosphere and Climate (COSMIC),date 30 June 1999 (the Agreement), which provides a framework t-hrough which AIT, through its designated representative, UCAR,can provide technical expertise, training, and scientific excha-nge activities to TECRO, through its designated representative,NSPO, in areas of mutual interest in the development, launch an-d operation of a demonstration constellation of small satellite-s for atmospheric sensing, with a goal to provide global atmosp-heric data sets for scientific research, education and demonstr-ation of operational capability. This Implementing Arrangementdescribes the cooperative activities to be undertaken by TECRO's designated representativ-e, NSPO, and AIT's designated representative, UCAR, to secure aMinotaur launch (Launch) for the COSMIC Program from the RocketSystems Launch Program (RSLP) of the united States Air Force (U-SAF), together with the relevant launch services, pursuant to t-he requirements set forth in the attached Appendices. WHEREAS, UCAR initiated in 1993 a project known as the GPS Mete-orology (GPS/MET) Experiment and launched in 1995 a proof - of -concept satellite carrying a space-qualified GPS receiver. Theproject was primarily funded by the U.S. National Science Found-ation (NSF) and has successfully demonstrated the use of GPS si-gnals with radio occultation techniques for atmospheric sounding. UCAR started fromulating the conceptual design of COSMIC in 1996in order to carry the research forward to the next step. The GPSoccultation technique, combined with Tiny Ionospheric Photometer(TIP) and Tri-band beacon instruments and microsat constellationtechnology, is a very promising approach to low-cost weather andclimate research and prediction, and ionospheric research and p-rediction and , therefore, COSMIC can provide strong support tothe Missions of NSF and other U.S. government agencies. 1 AIT/TECRO IA No.1 for LV COSMIC Program WHEREAS, NSPO possesses state-of -the -art spacecraft design, d-evelopment, testing, integration and control facilities as wellas engineering, integration and testing (I&T) capbilities. UCAR desires access to NSPO's facilities and experienced engineers,as well as the financial resources of NSPO, in order to carry o-ut the COSMIC project. UCAR presented to NSPO in 1997 the conce-ptual design of COSMIC micro - satellite constellation and offe-red to collaborate with NSPO on the deveolpment, launch and ope-ration of the COSMIC Project to allow NSPO to (1) receive the a-dvanced science and technology of COSMIC development, (2) learnto command a micro - satellite constellation and ground missionoperations, and (3) use the data collected from COSMIC for gove-rnment agencies and the academic research community. WHEREAS, the collaboration between NSPO and UCAR and the COSMICplan became the third mission for NSPO and were named ROCSAT-3.NSPO has, since 1997, provided funds and engaged UCAR to conductcertain studies and obtain the U.S. Government approvals in rel-ation to the implementation of the ROCSAT-3/COSMIC system, incl-uding ground date receiving and processing centers, earth stati-ons, a fiducial network and a satellite operational control cen-ter. WHEREAS, NSPO has netered into with UCAR a Contranct for ROCSAT-3/cosmic project Mission Science Support (MSS Contranct), dated8 January 2001, and with orbital Sciences Corporation SpacecraftSystems Group (OSC SSG) a ROCSAT-3/COSMIC Spacecraft Contract,dated 12 March 2001, respectively. Article 1-Scope In furtherance of the parties' collaborative effort, AIT's desi-gnated representative, UCAR, has executed a Memorandum of Agree-ment (STP MOA) with the Office of Naval research (ONR) and theUSAF Space Test Program (STP), dated 15 May 2001, for the launchof COSMIC (experiment number ONR-910, Space Flight Plan S-008)and will execute a Memorandum of Agreement (RSLP MOA) with theUSAF Rocket Systems Launch Program, under which RSLP agrees toprovide launch services and range integration to the COSMIC Pro-gram using the Orbital Suborbital Program (OSP) Space Launch Ve-hicle (Launch Vehicle- the OSP Contract has been awarded to Orb-ital Sciences Corporation Launch Systems Group (OSC LSG)),at atotal estimated cost of approximately United States Dollars Nin-eteen Million (US$19,000,000), to which TECRO's designated repr-esentative, NSPO, has committed to a contribution of United Sta-tes Dollars Fifteen Million (US$15,000,000) and STP has committ-ed to a contribution of United States Dollars Four Million (US$4,000,000). NSPO's contribution shall in no event be interpretesas undertaking of any responsibility or liability toward the La-unch. Article 2 - Authorization The activities described in this Implementing Arrangement willbe carried out under the general terms and conditions establish-ed by the Agreement. TECRO and AIT hereby authorize their desig-nated representatives, NSPO and UCAR, respectively, to carry outand perform this Implementing Arrangement. Article 3 - Services 3.1 The COSMIC Program is an international collaborative projectbetween TECRO and AIT's designated representatives, NSPO andUCAR, respectively, with a goal to launch a constellation ofsix micro-satellites to collect atmospheric remote sensingdata for weather prediction and ionospheric, climate, and g-ravity research. UCAR shall secure the COSMIC Launch, withthe relevant launch services and Data Deliverables, pursuantto the requirements stated or referenced in this Implementi-ng Arrangement. UCAR shall execute documents with STP, RSLPand/or any relevant authority or party as may be reasonablynecessary for carrying out the ROCSAT-3/COSMIC Launch missi-on. UCAR shall also prepare and allow NSPO access to applic-able technical data, subject to the approved UCAR/NSPO Tech-nical Assistance Agreement (TAA) . 3.2 AIT's designated representative, UCAR, shall promptly uponreceipt orts of programmatic and technical documents, plans,reports , data and information (other than cost and financilinformation) under the STP MOA and/or RSLP MOA. transmit/ t-ransfer the same to TECRO's designated representative, NSPO,or, where transmission/transfer is not practicable, hold thesame on behalf and for the interest of NSPO, subject to theapproved TAA. UCAR shall consult NSPO and provide NSPO withprior written notice when any consent, approval or decisionis to be made under the STP MOA and / or RSLP MOA. UCAR isnot authorized to incur any expense or liability for NSPO b-eyond the scope of this Implementing Arrangement without NS-PO's prior written consent. Any expense or liability incurr-ed by UCAR beyond the scope of this Implementing Arrangementwithout NSPO's prior written consent shall be for UCAr's ac-count. 3.3 AIT's designated representative, UCAR, shall maintain filescontaining the originals of all documents/records receivedfrom and delivered to STP, RSLP, ONR or any relevant partiesunder the STP MOA and/or RSLP MOA. UCAR shall make availablecopies of these documents to TECRO's designated representat-ive, NSPO, during the term of the Agreement, subject to theapproved TAA. UCAR shall on a quarterly basis provide statusreports reflecting the progress of the work. 3.4 In the execution of the COSMIC Program, AIT's designated re-presentative, UCAR, shall adopt an integrated team approachto maximize involvement of TECRO's designated representative, NSPO, personnel. Subject to any restrictions set forth inthe TAA or imposed by the USAF from time to time, UCAR shallmake proper arrangements to enable NSPO personnel to attendmeetings and conduct reviews in connection with the ROCSAT-3/COSMIC Program, and shall obtain permits for NSPO personnel's access to the sites where work activities are to be perf-ormed. NSPO's participation in such activities shall not re-lease UCAR from any responsibility under this ImplementingArrangement. 3.5 The technical cooperation to be undertaken under the auspic-es of this implementing arrangement, including the specificwork to be performed, period of performance, and cost for each task, is defined in the attached appendices. Other thanthe requirements stated in the SOW and the approved ICD, NS-PO shall not be responsible for any additional requirements.3.6 Unless explicitly excluded, any and all equipment, labor andmaterials not specifically indicated in this Implementing A-rrangement, which may be necessary to complete the duties and obligations under this Implementing Arrangement shall beprovided by AIT's designated representative, UCAR, withoutadditional cost to TECRO's designated representative, NSPO.3.7 For technical information, data, plans, procedures, documen-tation, specifications and reports set forth in Appendix Ⅴwhich are subject to the approval of TECOR's designated rep-resentative, NSPO, AIT's designated representative, UCAR, s-hall, upon receipt of NSPO's rejection stating the reason ofrejection, promptly make correction or revision in responseto the stated reason of rejection. Upon completion of corre-ctions/revisions, UCAR shall resubmit the same for NSPO's r-eview and approval. With respect to the second or subsequentsubmission, the NSPO Program Manager shall inform UCAR Proj-ect Director in writing of his approval or request furthercorrection or revision. UCAR shall be responsible for any schedule impact as it relates to this Implementing Arrangem-ent resulting from such correction/revision/resubmission. 3.8 All data deliverables furnished to TECRO's designated repre-sentative, NSPO, shall correspond to the requirements set f-orth in this Implementing Arrangement and to the applicablesecifications/standards required by or referenced in this I-mplementing Arrangement. If any data deliverables do not me-et this requirement, AIT's designated representative, UCAR,shall, upon receipt of NSPO's notice, promptly correct thediscrepancy by furnishing corrected technical data and tech-nical information within a reasonable period of time design-ated by NSPO. 3.9 The exhibits and appendices attached hereto are integral pa-rts of this Implementing Arrangement. In the event that anyconflict exists between the terms and conditions of this Im-plementing Arangement and the exhibits and/or appendices, t-he terms and conditions shall prevail over the exhibits and/or appendices; in the event of any conflict among the appen-dices, the conflict shall be solved by TECRO's and AIT's de-signated representatives, NSPO and UCAR, respectively, with-out affecting the terms and conditions of this ImplementingArrangment. Exhibits to this Implementing Arrangement [all Exhibits areof equal precedence]: Exhibit A-Milestion Completion Certificate Exhibit B-All Work Completion Certificate Appendices to this Implementing Arrangement: Appendix ⅠCost Estimate Appendix ⅡFunding Profile Appendix ⅢStatement of Work Appendix ⅣRequirements Appendix ⅤData Deliverables Appendix ⅥUCAR's Execution Plan Proposal Article 4 - The Launch 4.1 The Launch period shall be the three - month period commenc-ing from a date within the 4znd month to the 45th month fromthe Work Starting Date under the ROCSAT-3/COSMIC SpacecraftContract. 4.2 The Launch Slot within the Launch Period shall be determinedby mutual agreement of the parties' designated representati-ves no later than six (6) months prior to the first day ofthe Launch Period, taking into account the available LaunchOpportunities. 4.3 The Launch Day (defined as the calendar day within the Laun-ch Slot during which the Launch Windows in open)shall be de-termined by mutual agreement of the parties' designated rep-resentatives no Later than two (2) months prior to the firstday of the Launch Slot, taking into account the available L-aunch opportunities. Launch Opportunities are defined as theopportunities available for a launch within a Launch Periodor a Launch Slot depending on the availability and scheduli-ng of facilities at the Launch Site, and meteorological andtechnical considerations. Launch is defined as the ignitionof the First - stage motor (s) of the Launch Vehicle that h-as been integrated with the satellite with the intention tocomplete the Launch Mission. The launch Mission is definedas the transport into the prescribed orbit of the satellitesby means of the designated Launch Vehicle from the surfaceof the earth. 4.4 The Launch Time (defined as the scheduled time for Launch d-efined in hours, minutes and seconds of Universal Time) wit-hin the Launch Windows on the launch Day, shall be determin-ed by mutual agreement of the parties' designated represent-ative, NSPO and UCAR, no later than one (1) day after the s-uccessful completion of the Launch Readiness Review. The La-unch Windows in defined as the daily period of time withineach of one or more potential launch Days during which theLaunch can occur in order to achieve the launch Mission. 4.5 In the event the scheduled launch Day is delayed after it isdetermined pursuant to the procedure set forth above, RSLPmay have to incur additional costs. TECRO's designated representative, NSPO, shall be responsib-le for any additional costs resulting from delays attributa-ble to NSPO or its contractors. AIT's designated representa-tive, UCAR, shall be responsible for any additional costs r-esulting from delays attributable to UCAR or RSLP. Each des-ignated representative, NSPO and UCAR, shall bear the conse-quences of force majeure event (s) suffered by it. 4.6 Title to the Launch vehicle, defined as the Orbital Suborbi-tal Program Space Launch Vehicle (OSPSLV), Minotaur, furmis-hed by RSLP for COSMIC, shall not be transferred to NSPO. 4.7 RSLP has the right to intentionally desltroy the Launch Veh-icle, including the satellites and payloads, for range safe-ty purposes. In such event, NSPO shall not be responsible f-or consequences thereof. 4.8 NSPO sahll not be responsible for any property damage or bo-dily injury sustained by UCAR, RSLP and/or their contractorsor personnel or any third party resulting from the launch.Article 5 - Milestone Achievement and Completion of the Work5.1 Upon completion of all tasks and document submissions requi-red in this Implementing Arrangement for each milestone, AIT's designated representative, UCAR, shall issue a MilestoneCompletion Certificate (MCC) in the from of Exhibit A, Cert-ifying that all required milestone tasks, inclusive of allpreceding milestone tasks, have been successfully completedand that no default under this Implementing Arrangement hasoccurred or is continuing. The Program Manager for TECRO's designated representative,NSPO, shall, within fifteen (15) days after receipt of theMilestone Completion Certificate issued by UCAR, either cou-ntersign the Milestone Completion Certificate to certify thesuccessful completion of each milestone or state the itemswhich do not comply with the requirements of this Implement-ing Arrangement. In the event the NSPO Program Manager demo-nstrates any non-compliance, UCAR shall make a best effortto correct for any resulting schedule impact. The date on which the NSPO Program Manager countersigns therespective Milestion Completion Certificate shall denote thesuccessful completion date for such milestone. 5.2 Upon successful completion of all the tasks required underthis Implementing Arrangement, UCAR shall issue an All WorkCompletion Certificate (AWCC) in the form of Exhibite B forcountersigning by NSPO. The approval or countersigning by NSPO of any MCC or docume-nt submittals in respect of any part of the milestones shallnot release UCAR from any responsibility for the final comp-letion of all the task in accordance with this ImplementingArrangement. Article 6 - Financial Provisions 6.1 In accordance with the Agreement, UCAR is undertaking thistechnical cooperation as the designated representative of A-IT. Unless a change is agrred upon by TECRO and AIt or a de-lay attributable to TECRO's designated representative, NSPO,or its contractors has occurred as referred to in Atricle 4.5, NSPO's contribution for the COSMIC Launch mission shallbe United States Dollars Fifteen Million (US$15,000,000). 6.2 NSPO shall make advance payments to TECRO, who shall transf-er the funds to AIT for remittance to UCAR in accordance wi-th the Funding Profile set forth in Appendix Ⅱ. Funds shallbe sent to: The American Institute in Taiwan 1700 North Moore Street Suite 1700 Arlington, VA 22209 6.3 In the event that the Space Flight plan S-008 is not approv-ed by STP, or STP's contribution is not or will not be madeavailable pursuant to the Funding Profile (unless UCAR time-ly obtains funding from another source to replace the STP funding) and this Implementing Arrangement is terminated byeither party, the amount of NSPO's contribution than made,less an amount representing NSPO's share of cost for the La-unch (as so certified by RSLP based on the items set forthin Appendix I, the Cost Estimate) shall be refunded to NSPOthrough AIT and TECRO according to the actual deobligationand reimbursement formula used by the USAF, which is expect-ed to be based on the ratio of the coumulative contributionsof NSPO and STP then made for the Launch. The USAF has agre-ed to use its best efforts to maintain this ration. In theevent that the Mission Success Payment is withheld, in wholeor in part, by RSLP from its payment to OSC LSG pursuant tothe OSP Contract, the amount so withheld (as so certified byRSLP based on the OSP Contract) shall be refunded to NSPO t-hrough AIT and TECRO according to the actual deobligation a-nd reimbursement formula used by the USAF, which is expectedto be based on the ratio of the cumulative contributions ofNSPO and STP then made for the Launch. The USAF has agreedto use its best efforts to maintain this ratio. Article 7 - Accommodation, Access and Security 7.1 Each designated representative shall assist the personnel (including family members) of the other designated represent-ative to obtain the visas, work permits and/or approvals ne-cessary for their performance of duties under this Implemen-ting Arrangement. 7.2 Each designated representative shall provide the office spa-ce and office facilites, such as desks and chairs, copier f-acilities and telephone/facsimile machines for the personnelof the other designated representative at no additional costto the other party or its designated representative, exceptthat the international telephone/telefax charges shall be r-eimbursed by the other party's designated representative ac-cording to the original bills. The personnel of each party'sdesignated representative shall use the computer/workstationfacilities of the other party's designated representative j-ointly with the other party's designated representative atno additional cost. 7.3 The designated representative of each party shall provide t-he personnel of the other party's designated representativewith access to its own premises, including the premises ofUCAR's subcontractors, necessary to carry out this Implemen-ting Arrangement. Such access shall be subject to the restr-ictions stated in Article 7.4 and by the restrictions statedin the TAA. 7.4 Each party's designated representative shall take all actio-ns to ensure the strict observance of and compliance by ispersonnel, employees and its subcontractors/suppliers withthe security regulations of the other party's designated re-presentative. Security and information protection policiesand procedures will be complied with when performing COSMICtasks within U.S. Government facilities or for operations u-nder its jurisdiction. UCAR shall advise and update NSPO'sdesignated personnel of Launch Site security requirements m-andated by the U.S. Government. Copies of the relevant requ-irements shall be provided to NSPO ten (10) working days pr-ior to the designated personnel's arrival at a specific pre-mise. Article 8 - proprietary Rights 8.1 NSPO shall have a non-exclusive license to use, free of cha-rge, the Technical Information contained in the data delive-arbles and other technical documents furnshed by UCAR in pe-rformance of this Implementing Arrangement. NSPO agrees thatits use of such Technical Information is subject to any res-triction stated in the approved TAA. 8.2 For purposes of this Implementing Arrangement, ProprietaryInformation denotes all information which is disclosed here-under by the designated representative of one party to thedesignated representative of the other (for clarity, the de-signated representatives exchanging Proprietary Imformationhereunder will be referred to in this Article 8 as either "the origination party," "the disclosing party," or "the rec-eiving party," as appropriate depending on the context), pr-ovided that, when disclosed, such information is in writtenonr other permanent form and is identified as proprietary bythe originating party by clear and conspicuous markings. Anyinformation disclosed in any other from shall be consideredproprietary only to the extent identified as proprietary atthe time of original disclosure and thereafter summarized inwriting and transmitted by the origination party, with suchclear and conspicuous marking, to the receiving party withinfifteen (15) days of the non-written disclosure. For protection of the proprietary information received fromthe other party, each party shall exercise the same degree (which shall not be less than reasonable) of care in protect-ing its own information of like importance from unauthorizeddisclosure and use. Each party shall limit access to the Pr-oprietary Information of the other party to those of its pe-rsonnel with a need to know and shall preserve proprietaryImformation received from the other Party in confidence. 8.3 The restrictions with respect to any proiprietary Informati-on set forth in Article 8.2 shall not be applicable if thereceiving party reasonably demonstrates that the informationreceived: a has come into public domain prior to the disclosure there-of through no wrongful act of the receiving party; b is already known to or has been lawfully received by thereceiving party prior or the disclosure without restricti-ons; c is approved for release or use by written authorization ofthe disclosing party; or d has been developed by the receiving party independent ofthe disclosing party. 8.4 Notwithstanding Article 8.2 and 8.3, the Proprietary Inform-ation funished hereunder and/or any information developed u-nder this Implementing Arrangement shall be kept in strictconfidence while in the possession of the receiving party.The receiving party shall: a not use the same in whole or in part for any purpose otherthan the purpose of the COSMIC Program without the prior written consent of the disclosing party; and b except for performance of the Agreement, not copy or othe-rwise reproduce or duplicate the same in whole or in part where such copying, reproduction or duplication has not b-een specifically authorized in writing by the disclosing party. 8.5 Termination/rescission of this Implementing Arrangement sha-ll not in any respect affect either party's right to use theProprietary Information received prior to the date of the t-ermination/rescission. Article 9 - Licenses, Permits and Compliance with Export Requir-ements 9.1 AIT's designated representative, UCAR, undertakes to obtain,and maintain its validity in full force during the period ofthe Agreement, all U.S. governmental approvals, licenses, p-ermits, authorizations and other clearances required for theLaunch, and to obtain from time to time all such other U.S.governmenbtal approvals required for any amendment, modific-ation and/or extension therof. 9.2 The designated representative of both parties agree to fulf-ill all requirements prescribed in and to comply in all res-pects with the applicable laws, such as safety, import andexport laws and regulations relating to the launch and allgovernmental administrative acts pursuant to such Laws andregulations. Article 10 - Notices and Information Release 10.1 Except for transactions under Article 6 - Financial provis-ions, Article 12 - Amendments and Article 13 - termination/Rescession, any notice required or permitted to be given p-ursuant to this Implementing Arrangement shall be given bypersonal delivery, certified airmail, express package serv-ice or facsimile (to be confirmed by a certigied airmail orexpress package service) to the attention of the designatedrepresentatives of the parties at the address specified be-low, with copies to the principal parties. For transactionsunder Article 6 - Financial Provisions, Article 12 - Amend-ments and Article 13 - Termination/Rescission, any notice required or permitted to be given pursuant to this Impleme-nting Arrangement shall be given by personal delivery, cer-tified airmail, express package service or facsimile (to beconfirmed by a certified airmail or express package service) to the attention of the parties at the address specifiedbelow, with copies to the designated representatives of theparties. Notices snet by certified airmail shall be deemedgiven ten (10) days after certification. Notice sent by ex-press package service shall be deemed given five (5) days after depostiting with an express courier service. Noticessent by facsimile in conjunction with another form of deli-very stated above shall be deemed given on the date of theadditional form of delivery. Until changed by written noti-ce given by either party to the other, addresses of the pa-rties and their designated representatives shall be as fol-lows: TECRO: The Taipei Economic and Cultural Represenattive Office in the United States 4201 Wisconsin Avenue, N.W. Washington, D.C. 20016 Telephone No:202-895-1930 facsimile No:202-895-1939 attention:Dr. Yaw-nan Chen NSPO (TECRO's Designated Representative): National Space Program Office, National Science Council 8F, No. 9, Prosperity Rod 1, Science - Based Industrial Pa-rk, hsin - Chu, Taiwan Telephon No:886-3-578-4208 ext. 9472 Facsimile No:886-3-578-4210 Attention:Dr. Paul Chen The American Institute in Taiwan 1700 North Moore Street Suite 1700 Arlington, VA 22209 Telephone No:703-525-8474 Facsimile No:703-841-1385 Attention:Ms. Barbara Schrage UCAR (AIT's Designated Representative): University Corporation for Atmospheric Research P.O.Box 3000 Boulder, CO 80307-3000 Telephone No:303-497-8890 Facsimile No:303-497-8501 Attention:Mr. Jeff Reaces 10.2 TECRO and AIT's designated representatives, NSPO and UCAR,repspectively, will coordinate with each other and UCAR wi-ll coordinate with ONR and STP on all public release of in-formation raegrding integration and COSMIC space flight op-erations. Public release of any information associated withthis mission will be in compliance with existing DoD direc-tives and security classification guides. Guidance relatedto these requirements will be provided to NSPO by UCAR on later than WSD. In any release of information relating to the COSMIC Missi-on such release shall include a statement to the effect th-at the COSMIC Project of effort depicted was or is jointlysponsored by NSPO, the DoD Space Test Program and SMC/TEB of the US Air Force. For the purpose of this clause, "Information" includes, butis not limited to news releases, articles, manuscripts, br-ochures, advertisements, still and motion pictures, speech-es, trade association meetings, symposia, etc. Nothing in the foregoing shall affect compliance with USAF,ONR, and STP security requirements. Article 11 - Effective Date This Implementing Arrangement will become effective on the dateof the last signature hereafer. Within seven (7) days after theeffective date of this Implementing Arrangement, TECRO's design-ated representative. NSPO, will notify AIt's designated represe-ntative, UCAR, in writing of the Work Start Date (WSD). UCAR wi-ll proceed with the work on the designated Work Start Date.Article 12 - Amendment This Implementing Arrangement shall only be amended or modifiedin writing signed by the authorized representatives of the TECROand AIT. Oral direction will not modify or change the provisionsof this Implementing Arrangement. Article 13 - Termination / Rescission 13.1 Termination for convenience After consultation with its designated representative, NSPO,TECRO may, for its convenience, terminate this Implementi-ng Arrangement in whole or in part by a prior written noti-ce of no less than fourteen (14) days to AIt and its desig-nated representative, CUAR, specifying the extent to whichperformance of work under this Implementing Arrangement isterminated and the date on which such termination becomes effective. AIT's designated representative, UCAR, shall wi-thout delay stop the work so terminated. After consultation with its designated representative, UCA-R, AIT may, for its convenicence, terminate this Implement-ing Arrangement by a prior written notice of no less than fourteen (14) days to TECRO and its designated representat-tive, NSPO, specifying the date on which such termination becomes effective, provided that the USAF has issued a not-ice of termination to UCAR under the RSLP MOA for one of t-he following reasons: 1 Failure to receive funding in accordance with the paymentschedule set forth in the RSLP MOA. 2 Rescission of the authorization granted by the U.S. Depa-rtment of State for the use of Minotaur for the ROCSAT-3/ COSMIC Program, as set forth in the TAA. 3 Rescission of the authorization granted by the U.S. Depa-rtment of Defencse for the use of Minotaur for the ROCSAT -3/COSMIC Program. AIT will provide TECRO, and its designated representative,NSPO, with the official termination notice issued by the U-SAF In the event the amount of NSPO's contribution then ma-de exceeds the total cost incurred by RSLP, UCAR shall ref-und through AIT and TECRO to NSPO within thirty (30) days from the effective date of the termination the amount of N-SPO's contribution then made, less and amount representingNSPO's shere of cost for the Launch (as so certified by RS-LP based on the items set forth in Appendix I, the Cost Es-timate) according to the actual deobligation and rembursem-ent formula used by the USAF, which is expected to be base-d on the ratio of the cumulative contributions of NSPO andSTP then made for the Launch. The USAF has agreed to use i-ts best efforts to maintain thisratio. In the event TECR-O terminates this Implementing Arrangement for its conveni-ence or the reason the USAF terminaties the RSLP MOA is fa-ilure of NSPO to provide funding to UCAR for more than thi-rty (30) days beyond the payment schedule set forth in theAppendix Ⅱ funding profile, as stated in the official ter-mination notice issued by the USAF, and the amount of NSP-O's contribution then made is less than the total cost inc-urred by RSLP from NSPO's account, then NSPO shall remit t-hrough TECRO and AIT the difference up to the total cost i-ncurred by RSLP from NSPO's account. 13.2 Rescission The occurerence of any of the following events shall const-itute default of AIT's designated representative, UCAR, un-der this Implementing Arrangement. After consultation withits designated representative, NSPO, TECRO may,after edxpi-ration of the applicable time period as stipulated in para-graphs a to d below, immediately rescind this ImplementingArrangement in whole or in part: a UCAR commences a voluntary action pursuant to the bankru-ptcy law as now or hereafter in effect; or an involuntary action is commenced against UCAR in which the petition is not controvert or dismissed within three (3) months; or a custodian is appointed for, or takes charge of, all or a- ny substantial part of UCAR; or UCAR vommences any p[roc- eeding under any reorganization arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or l- iquidation or similar law of any jurisdiction or any such proceeding is commenced against UCAR, which proceeding r- emains undismissed for a period of three (3) months or U- CAR is adjudicated insolvent or bankrupt; or UCAR sells out its business in whole or in part, and as such materi- ally affects its financial, technical ability or other a- bility to perform its, obligation under this Implementing Arrangement; or b UCAR defaults on any material obligation provided in theAgreement or this Implementing Arrangement or any of its representations or warranties made in or pursuant to the Agreement ot this Implementing Arrangement is found to be untrue or ceases to be valid; or c Any governmental approval required for the performance of the Launch, once obtained, is not secured or has been suspended, revoked, reduced or otherwise limited by the U.S. Government for causes attributable to UCAR and/or a- its subcontractors/suppliers, and such governmental appr- oval is not reinstated within ninety (90) days of the su- spension, revocation or reduction; or d The successful completion of MCC-2 Completion of Prelimi-nary Counpled Loads Analysis and /or Mcc-3 completion of Mission Design Review under this Implementing Arrangement , evidenced by nSPO's countersignature of the relevant M- CC, is delanyed or can be expected to be delayed up to t- otal of ninety (90) days due to cause (s) attributable to UCAR or RSLP. Upon ocurrence of an event of default, UCAR shall, upon no-tice by NSPO, provide clarification and a cure plan for NS-PO's consideration. NSPO may, at its sole discretion, acce-pt or reject the cure plan proposed by UCAR. Subject to a formal resolution approved in writing by NSPO, NSPO will s-uspend its actions stated below. Should UCAR fail to promp-tly provide clarification and a cure plan or should NSPO f-ind such clarification or cure plan unacceptable, TECRO may,after expiration of the applicable time period as stipula-ted in paragraphs a to d above, rescind this Implementing Arrangement in whole or in part and TECRO or its desugbatedrepresentative, NSPO, may seek any other legal remedies. 13.3 Verification of Cost All costs of UCAR in connectin with the termination/rescis-sion claim shall be subject to reasonable substantiation a-nd verification by UCAR's controller and a Certified PublicAccountant firm acceptable to NSPO. The responsiblility forthe costs associated with the use of such an accounting fi-rm shall be (1) in the case of termination pursuant to Art-icle 13.1, borne by NSPO if TECRO terminates the Imlementi-ng Arrangement of if the USAF terminates the RSLP MOA for NSPO's failure to provide funding to UCAR, or borne by UCARif AIT terminates the Implementing Arrangement or, (2) in the case of termination pursuant to Article 13.2, borne byUCAR. Article 14 - Waiver of Breach The failure of either party or its designated representative, atany time, to require perfomance by the other party or its desig-nated representative of any obligations provided in this Implem-enting Arrangment shall in no way affect the full right to requ-ire such performance at any time thereafter. The waiver by eith-er party or its designated representative of a breach of any ob-ligation provided in this Implementing Arrangement does not con-stitute a waiver of any succeeding breach of the same or a anyother obligations, nor shall it constitute a waiver of the obli-gation itself. Article 15 - Agreement to Remain Vaild Any provision of this Implementing Arrangement which is prohibi-ted or unnforceable in any of the jurisdictions concemed shallbe invaild only within such jurisdiction and to the extent of s-uch prohibiton or unenforceability without invalidating the rem-aning provisions of this Implementing Arrangement in such juris-diction, and without affecting the validity or enforceability ofsuch provision in any other jurisdictions concerned. The invalidprovision shall , where appropriate, be modified in meaning orsupplemented by the parties in such a way tht what purpose cont-emplated under this Implementing Arrangement is achieved. Article 16 - Governing Language, etc. 16.1 Any technical documents and data furnished in accordance w-ith this Implementing Arrangement, unless otherwise specif-ied in this Implementing Arrangement, shall be written in the English language and shall use the practices, standardsand conventions in general use in the U.S.A. 16.2 All notices and other aommunications pertaining to this Im-plementing Arrangement shall be in the English language. 16.3 Unless otherwise specified, when a period of time is statedin terms of number of days, it shall mean calendar days, i-ncluding Sturday, Sunday and holidays, in accordance with the Gregorian calendar. 16.4 The headnotes and paragraph headings are inserted for conv-enience only and do not form part of this Implementing Arr-angement and shall not be used as an aid in interpreting t-he meaning of any provision. IN WITNESS WHEREOF, the parties have caused this Implementing A-rrangment to be executed by their duly authorized offices or re-presentatives in four (4) originals, each party shall hold oneoriginal. THE TAIPE ECONOMIC ANDTHE AMERICAN INSTITUTE INCULTRAL REPRESENTATIVETAIWAN OFFICE IN THE UNITED STATES Name: Name: ￣￣￣￣￣￣￣￣￣￣￣￣￣￣￣￣￣￣￣￣￣￣￣￣Title:Title: ￣￣￣￣￣￣￣￣￣￣￣￣￣￣￣￣￣￣￣￣￣￣￣￣DATE: DATE: ￣￣￣￣￣￣￣￣￣￣￣￣￣￣￣￣￣￣￣￣￣￣￣￣