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1 THIS AGREEMENT is made this thirteenth day of August, 1994 by t-he Republic of China (hereinafter referred to as "ROC") and TheRepublic 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 areaof economic development to all friendly developing nations to a-ssist in the development of the economy of such nations; andWHEREAS, 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 IREPRESENTATIVEROC 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 IIDEFINITION1."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 toundergo training in ROC under this Agreement, who shall, uponcompletion 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 ROCto provide supervisory and consulting services for the InitialTraining Programs of the Center under this Agreement.5."Initial Training Programs" means those training programs ofthe Center to be conducted by instructors, who have completedtraining 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, underthis Agreement.7."Technical Assistance" means assistance granted by ROC to Par-aguay under Article IV of this Agreement.ARTICLE IIIOBJECTIVESThe objectives of this Technical Assistance are to provide assi-stance in the establishment of the Center to enhance Paraguay'straining facilities and capabilities in basic industries, and toprovide assistance in the promotion and development of certainParaguay's key industries, which are specifically designed forthe benefit of small and medium enterprises.ARTICLE IVSCOPE OF TECHNICAL ASSISTANCEROC agrees to provide, at its own cost and expenses, up to theaggregate amount of six hundred ninety thousand U.S. Dollars (US$690,000), the following Technical Assistance:Section 4.01 Financial Support1.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 constructioncost 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 shallbe determined unilaterally by IECDF, taking into considerationof 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 specifiedamount. ROC further reserves the right to reduce or cancel pr-ovision with such fund should the construction project of theCenter be downscaled or canceled.Section 4.02 Initial Training EquipmentROC 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 theInitial Training Programs of the Center on the following termsand conditions:1.IECDF shall arrange, or cause the suppliers to arrange for andbear the sea freight and insurance charges in connection withthe delivery of the Equipmenttaa port designated by MIC. Thedate of actual shipment shall be determined by IECDF, takinginto account the suppliers' delivery schedule and the progressof construction of the Center. All costs and expenses incurredin connection with the Equipment subsequent to the arrival atthe 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 shallappoint 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 arrivalat the designated port and promptly notify, in writing, the c-arrier, the insurance company, and IECDF of any shortfall ordamage to the Equipment en route. In event of any damage or s-hortfall, MIC shall directly address its claims to the carrierand/or the insurance company, as the case may be.4.All matters with respect to warranty, if any, shall be pursuedby MIC directly against the concerned supplier. IECDF assumesno 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 orcause to be provided in the sales contract with the supplierof the Equipment that the supplier directly assumes such warr-anty towardSection 4.03 Training1.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 industriesand two (2) Trainees will be trained in development of smalland 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 yearof 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 AdvisorsROC 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 forthe Initial Training Programs and operations of the Center fora total period of not exceeding fourteen (14) Man-Month in theaggregate.3.Schedule of Initial Training Programs and time of dispatchingAdvisors 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 oftwo (2) consecutive sessions only.Section 4.05 ExpertsROC agrees to dispatch, up to a total cost of one hundred fortythousand U.S. Dollars (US$140,000), Experts to Paraguay on thefollowing 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 VOPERATION GUIDELINES OF THE CENTERThe 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 ofsmall and medium enterprises who shall bear the cost, at leastpartially, of the training service provided.2.Depending on the training facilities, each session of trainingprograms 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 beencouraged to cooperate with MIC in planning the programs ofthe Center.4.The Center shall be managed by a director to be appointed byMIG. He shall be supported by several full-time professionalsand administrative staff.5.Details of implementation of training programs and operationsof the Center shall be jointly determined by IECDF and MIG.ARTICLE VIRESPONSIBILITIES OF PARAGUAYSection 6.01 Liaison OfficerParaguay shall designate one liaison officer from MIG, who shallbe responsible for over-all project coordination with IECDF andshall assist IECDF, Advisors and Experts in executing the Techn-ical Assistance.Section 6.02 Construction and Operations of the CenterParaguay shall be responsible, through MIG, for the constructionworks of the Center, and for bearing the overall operations costof the Center. With respect to the construction cost of the Cen-ter, Paraguay shall be responsible for such amount overrun fromthat of financial support under Sec. 4.01, Article IV of this A-greement.Section 6.03 Reporting Requirement of the CenterAt the end of January and July of each year, the Center shall p-repare and submit to MIC and IECDF, for review and approval, asemi-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. Uponfinding 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 theprovision with any necessary entry and exit visas, residenceand 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 theirpersonal 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 regulationsin 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 Paraguayby Advisors and Experts for the purpose of executing theTechnical Assistance and which will be consumed therein orbecome the property of Paraguay;(h) provide functional office with supporting staff, adequate o-ffice furniture and equipment (including but not limited-tocopying machine, telephone and facsimile machine, etc.) andmake them available upon arrival of Advisors and Experts, r-espectively. Paraguay shall be responsible for and bear thecost 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 thirdcountry serving in Paraguay under similar technical assis-tance project(s).Section 6.05 IndemnificationParaguay shall hold harmless and indemnify ROC, IECDF, Advisorsand Experts from and against any cost, claims, damages or liabi-lities arising out of, or resulting from, any acts or omissionsin connection with the Technical Assistance other than those ar-ising out of or resulting from the gross negligence or willfulmisconduct of ROC, IECDF, Advisors or Experts, as the case maybe.Section 6.06 Data And Services To Be ProvidedParaguay 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 VIIEVALUATION AND CONSULTATIONSection 7.01 The parties shall, from time totime, at the requestof either party, exchange views and consult on the implementati-on of the Technical Assistance.ARTICLE VIIIEFFECTIVE DATE, SUSPENSION AND TERMINATIONSection 8.01 Effective DateThis Agreement shall become effective upon signature. It shallremain effective for a period of two (2) years unless otherwiseterminated in accordance with this Agreement.Section.8.02 Suspension And TerminationBoth parties may at any time in writing suspend or terminate th-is Agreement, if any circumstance arises that will interfere orthreaten to interfere with the successful implementation of theTechnical Assistance, the accomplishment of its purpose, or theexecution of the Technical Assistance in accordance with the te-rms and conditions under this Agreement.Section 8.03 RemedyIf this Agreement is suspended or terminated, the parties shallconsult with each other concerning any further action that maybe 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 andsigned by both parties.ARTICLE IXNOTICESwriting 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 ParaguayRepresentative: Dr. Guillermo SosaTitle: Vice Minister of IndustryMinistry of Industry and Commerce Add: Av. Espana 323, Asuncion, ParaguayTel: (595-21) 204-791Fax: (595-21) 213-970For ROC:Representative: Mr. Chou YanTitle: Executive Secretary,International Economic Cooperation Development Fund Add: 2th F1., 73, Ku-ling St., Taipei, Taiwan, R.O.C.Tel: (886) 396-6316Fax: (886) 396-9147The aforementioned address, telephone or facsimile number may bechanged at any time uy giving advance written notice to the oth-er party.ARTICLE XMISCELLANEOUSSection 10.01Governing Law And JurisdictionThis Agreemerit shall be construed and interpreted in accordancewith 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 AssignmentThe rights and obligations of Paraguay under this Agreement sha-ll not be assigned.Section 10.03 ModificationAny modification or amendment to this Agreement shall not bindthe 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 ScavoneMinisterMinisterMinistry of Economic AffairsMinistry of Industry and Commerce