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1 WHEREAS the Coordination Council for North American Affairs (he-reinafter referred to as "CCNAA") has an interest in access toinformation which has been developed and continues to arise fromthese programs and wishes to collaborate with AIT.WHEREAS subject to the availability of personnel, material, andappropriated funds, the U.S. Nuclear Regulatory Commission (her-einafter referred to as "USNRC"), the designated representativeof the American Institute in Taiwan (hereinafter refereed to as"AIT"), is carrying out programs on thermal-hydraulic code appl-ications and maintenance;Considering that the CCNAA and the AIT, hereinafter referred toas the Parties, have:1.A mutual interest in cooperation in the field of reactor andplant systems research with the objective of improving and he-lping to ensure the safety of reactors internationally;2.A mutual objective of reciprocity in the exchange of technicalinformation; Have reached the following agreement to guide th-eir cooperation:ARTICLE I-PROGRAM COOPERATIONThe Parties, in accordance with the provisions of this agreementand subject to applicable laws and regulations in force in theirrespective jurisdictions, will join together for cooperative re-search in thermal hydraulic research programs sponsored by-theParties.ARTICLE II-FORMS OF COOPERATIONCooperation between the Parties may take the following forms:A.The exchange of information in the form of technical reports,experimental data, correspondence, newsletters, visits, jointmeetings, and such other means as the Parties agree.B.The temporary assignment of personnel of one Party or of itsdesignated representative(s) to laboratories or facilities ow-ned by the other Party or in which it sponsors research. Eachassignment will be considered on a ease-by-case basis and willgenerally require a separate agreement.C.The execution of joint programs and projects, including thoseinvolving a division of activities between the Parties. Eachjoint program and project will be considered on a case-by-casebasis and may be the subject of a separate agreement, if dete-rmined to be necessary by either of the Parties to this Agree-ment or their designated representatives. Otherwise, it willbe accomplished by an exchange of letters between the Parties,subject at least to the terms and conditions of the present A-greement.D.The use by one Party of facilities that are owned by the otherParty or its designated representative(s) in which research isbeing sponsored by the other Party. Use of these facilities m-ay be subject to commercial terms and conditions.E.If a Party wishes to visit, assign personnel, or use the faci-lities owned or operated by entities other than the Parties tothis Agreement or their designated representatives, the Parti-es recognize that the approval of such entities will in gener-al be required by the Receiving Party.F.Any other form agreed between the Parties.ARTICLE III-SCOPE OF AGREEMENTA.Program Objectives:1.Share experience on code errors and inadequacies and cooper-ate in resolving the deficiencies and maintaining a single,internationally recognized code version. Software quality a-ssurance procedures will be followed and code configurationcontrol will be maintained. Standard programming language w-ill be applied and code portability will be maintained.2.Share user experience on code scalability, applicability, a-nd uncertainty studies.3.Share a well-documented code assessment data base.4.Share experience on full scale power plant safety-related a-nalyses performed using the code. This includes analyses ofoperating reactors, advanced light water reactors, transien-ts, risk-dominant sequences including the front-end of seve-re accident sequences, and accident management and operatorprocedures-related studies.5.Maintain and improve user expertise and documented user gui-delines for applying the code.B.AIT Scope of Responsibility1.Coordination and Program Management. The Thermal-HydraulicCode Applications and Maintenance Program (CAMP) will be co-ordinated by AIT's designated representative, the USNRC. Pr-ogram information will be documented and circulated via new-sletters and NUREG/IA documents. A Technical Program Commit-tee (TPC) comprised of representatives from all of the CAMPParties will meet regularly to report on code errors and mo-deling deficiencies, and recommend and assign rankings to c-ode correction and improvement needs, including approachesto resolution. Error corrections and model improvements willbe made, within the limits of available resources allocatedfor each code, taking into account a priority list recommen-ded by TPC. TPC will also exchange information on applicati-ons and assessment results. TPC meetings will, be held twiceper year, once in the U.S. and once abroad.2.Reactor Systems Simulation Codes. RELAPS/MOD3, TRAC-PF1/MODSand TRAC-BF1 will be maintained on a level consistent withthe extent of participation by the Parties. Subject to theavailability of appropriated funds, AIT's designated repres-entative, the USNRC, plans to match the sum of the Partiescash contributions up to the maximum of $250K per year percode. However, the USNRC may transfer funds between codes tofulfill the minimum maintenance requirements for a particul-ar code. Code updates will be provided in source form on ma-chine-readable media. Complete available documentation willbe maintained consisting of :code manual; models and correl-ations document; developmental assessment document; user gu-idelines document; and independent assessment documents. Co-de configuration control will be maintained to provide an i-nternationally recognized code version.3.Nuclear Plant Analyzer (NPA). The NPA operates as a dedicat-ed workstation. It includes visual display of the plant sta-te and graphical display of plant parameters. The NPA softw-are will be provided.C.CCNAAScope of Responsibility1.Cash contribution for Code Maintenance and Improvements. Atthe time this agreement is signed and on the anniversary ofthat date each year thereafter the CCNAA will transmit to t-he AIT thirty thousand U.S. dollars ($30,000) to receive theRELAPB NOD3 code and the associated documentation. The CCNAAwill also receive the subsequent updates of the code and do-cumentation which are issued during the Agreement period.2.In-Kind Contribution. The CCNAA shall submit to the AIT twocode assessment reports per year or other work products ofequivalent value. The assessment reports shall contain asse-ssment information on the NRC codes that are released throu-gh this Agreement. The content of assessment reports is def-ined in NUREG-1271. AIT's designated representative, the US-NRC will have the nonexclusive right to publish these asses-sment reports containing nonproprietary information as NUREG/IA reports with proper reference to the originating Party.D.Code Applications Analyses to be Exchanged by the Parties1.Code Scaling Applicability and Uncertainty Evaluations. Anexample of such studies was documented in NUREG/CR-5249.2.Issue Resolution. Issues may arise requiring that informati-on be developed to determine whether a particular problem e-xists. Examples include pressurized thermal shock, interfac-ing systems LOCA, and long term cooling following a LOCA. N-on-proprietary safety issue analyses performed using the co-des specified in III. B.2. above will be exchanged.ARTICLE IV-ADMINISTRATION OF THE AGREEMENTA.The Parties will each designate one individual to coordinateand determine the detailed implementation of this Agreement.These individuals may, at their discretion, delegate this res-ponsibility to the appropriate individual with respect to a g-iven issue. The single designated individual will be referredto as the Administrator of this Agreement.B.The Agreement restricts dissemination of proprietary and otherconfidential or privileged information.C.The Parties will endeavor to select technical personnel for a-ssignment in the program who can contribute positively to theprogram. Technical personnel assigned to the program will beconsidered visiting scientists (nonsalaried) within the progr-am and will be expected to participate in the conduct of theanalyses and experiments of the program as mutually agreed.D.Each Party to this Agreement will have access to all non-prop-rietary reports written by the other Party's technical person-nel assigned to the respective programs that derive from itsparticipation in the Agreement.E.Administrative details concerning questions such as security,indemnity, and liability related to the assignees or traineeswill he addressed in personnel assignment agreements betweenthe respective Parties.F.Travel costs, living expenses and salaries of visiting techni-cal personnel or personnel participating in program review me-etings shall be borne by their respective organizations.ARTICLE V-EXCHANGE AND USE OF INFORMATIONAND INTELLECTUAL PROPERTYA.GeneralThe Parties support the widest possible dissemination of inform-ation provided or exchanged under this Agreement, subject bothto the need to protect proprietary or other confidential or pri-vileged information as may be exchanged hereunder, and to the p-rovisions of the Intellectual Property Addendum, which is an in-tegral part of this Agreement.B.DefinitionsFor purposes of this Agreement:1.The term "information" means nuclear energy-related regulatory, safety, safeguards, waste management, scientific, or techni-cal data, including information on results or methods of asse-ssment, research, and any other knowledge intended to be prov-ided or exchanged under this Agreement.2.The term "proprietary information" means information developedoutside or made available under this Agreement which containstrade secrets or other privileged or confidential commercialinformation (such that the person having the information mayderive an economic benefit from it or may have a competitiveadvantage over those who do not have it), and may only includeinformation which:a.has been held in confidence by its owner;b.is of a type which is customarily held in confidence by itsowner;c.has not been transmitted by the owner to other entities (in-cluding the Receiving Party) except on the basis that it beheld in confidence;d.is not otherwise available to the Receiving Party from anot-her source without restriction on its further dissemination;ande.is not already in the possession of the Receiving Party.3.The term "other confidential or privileged information" meansinformation, other than "proprietary information," which is p-rotected from public disclosure under the laws and regulationsof the jurisdiction of the Party providing the information andwhich has been transmitted and received in confidence.C.Marking Procedures for Documentary Proprietary InformationA Party receiving documentary proprietary information pursuantto this Agreement will respect the privileged nature there of,provided such proprietary information is clearly marked with thefollowing (or substantially similar) restrictive legend:This document contains proprietary information furnished in con-fidence under an Agreement dated ___________ between the Coordi-nation Council for North American Affairs and the American Inst-itute in Taiwan and will not be disseminated outside these orga-nizations, their designated representatives, consultants, contr-actors, and licensees, and concerned departments and agencies ofthe authorities in the territory represented by AIT, and the au-thorities in the territory represented by CCNAA without the pri-or approval of (name of Transmitting Party). This notice will hemarked on any reproduction hereof, in whole or in part. These l-imitations will automatically terminate when this information isdisclosed by the owner without restriction.This restrictive legend will be respected by the Receiving Partyand proprietary information bearing this legend will not be usedfor commercial proposes, made public, or disseminated in any ma-nner unspecified by or contrary to the terms of this Agreementwithout the consent of the Transmitting Party.D.Dissemination of Documentary Proprietary Information1.In general, proprietary information received under this Agree-ment may be freely disseminated by the Receiving Party withoutprior consent to persons within or employed by the ReceivingParty, and to concerned authorities in the territory of the R-eceiving Party.2.In addition, proprietary information may be disseminated with-out prior consent to:a.Prime or subcontractors or consultants of the Receiving Par-ty located within the geographical limits of that Party's t-erritory, for use only within the scope of work of their co-ntracts with the Receiving Party in work relating to the su-bject matter of the proprietary information;b.Domestic organizations permitted or licensed by the Receivi-ng Party to construct or operate nuclear production or util-ization facilities, or to use nuclear materials and radiati-on sources, provided that such proprietary information is u-sed only within the terms of the permit or license; andc.Domestic contractors of organizations identified in subpara-graph D.2.b., above, for use only in work within the scopeof the permit or license granted to such organizations;Provided that any dissemination of proprietary informationunder subparagraphs D.2.a., D.2.b., and D.2.c., above, shallbe on an as-needed, case-by-ease basis, shall be pursuant t-oan agreement of confidentiality, and shall be marked with arestrictive legend substantially similar to that appearingin Paragraph C above.3.With the prior written consent of the Party furnishing propri-etary information under this Agreement, the Receiving Party m-ay disseminate such proprietary information more widely thanotherwise permitted in subparagraphs D.1 and D.2. The Partiesshall cooperate in developing procedures for requesting and o-btaining approval for such wider dissemination, and each Partywill grant such approval to the extent permitted by its natio-nal policies, regulations and laws.E.Marking Procedures for Other Confidential or Privileged Infor-mation of a Documentary NatureA Party receiving under this Agreement other confidential or pr-ivileged information shall respect its confidential nature, pro-vided that such information is clearly marked so as to indicateits confidential or privileged nature and is accompanied by a s-tatement indicating that the information is:1.Protected from public disclosure by the authorities of the Tr-ansmitting Party; and2.Transmitted under the condition that it be maintained in conf-idence.F.Dissemination of Other Confidential or Privileged Informationof a Documentary Nature Other confidential or privileged info-rmation may be disseminated in the same manner as that set fo-rth in Paragraph D., Dissemination of Documentary ProprietaryInformation.G.Non-Documentary Proprietary or Other Confidential or Privileg-ed InformationNon-documentary proprietary or other confidential or privilegedinformation provided in seminars and other meetings arranged un-der this Agreement, or information arising from attachments ofstaff, use of facilities, or joint projects, shall be treated bythe Parties according to the principles specified for documenta-ry information in this Agreement, provided, however, that the P-arty communicating such proprietary or other confidential orprivileged information has placed the recipient on notice as tothe character of the information communicated.H.ConsultationIf, for any reason, one of the Parties becomes aware that it wi-ll be ,or may reasonably be expected to become, unable to meetthe non-dissemination provisions of this Agreement, it shall im-mediately inform the other Party. The Parties shall thereafterconsult to define an appropriate course of action.I.Other1.Nothing contained in this Agreement shall preclude a Party fr-om using or disseminating information received without restri-ction by a Party from sources outside of this Agreement.2.All USNRC computer codes disseminated under this Agreement areto be considered privileged information unless otherwise noted, are protected as such by the USNRC, and shall be treated li-kewise by the CCNAA. They are, in particular, subject to allof the provisions of this Article with the exception that theyneed not be marked with the restrictive designation. The codesare subject to this protection in both object and source formsand as recorded in any media.The USNRC codes and other related analytical techniques cover-ed under this Agreement, and any improvements, modificationsor updates to such codes or techniques are for the purpose ofreactor and plant systems research and licensing and shall notbe used for commercial purposes, or for other benefits not re-lated to the study of reactor safety without the prior consentof the USNRC. The USNRC codes and other related analytical te-chniques shall not be advertised directly or by implication toobtain contracts related to the construction or servicing ofnuclear facilities, nor shall advertising imply that the USNRChas endorsed any particular analyses or techniques.3.All reports published within the scope of this Agreement andall meetings held shall be in English.ARTICLE VI-DISPUTES AND WARRANTY OF INFORMATIONA.All costs arising from implementation of this Agreement shallbe borne by the Party that incurs them except when specifical-ly agreed to otherwise. It is understood that the ability ofthe Parties to carry out their obligations is subject to theavailability of funds. It is also understood that the terms h-erein agreed to represent feasible commitments according to t-he best understanding regarding resources and costs of the Pa-rties at the time of signature.B.Cooperation under this Agreement shall be in accordance withthe laws and regulations of the Parties respective jurisdicti-ons. Any dispute between the Parties concerning the Parties'interpretation or application of the Agreement shall be settl-ed by mutual agreement.C.Information furnished by one Party to the other under this Ag-reement shall be accurate to the best knowledge and belief ofthe Party supplying the information. However, the applicationor use of any information exchanged or transferred between theParties under this Agreement shall be the responsibility of t-he Party receiving the information, and the Transmitting Partydoes not warrant the suitability of the information for any p-articular use or application.D.The AIT's designated representative, the USNRC, makes no warr-anties whatsoever for the ability or suitability of any USNRCcode or other analytical technique to perform in any particul-ar manner for any particular purpose, or to accomplish any pa-rticular task. The Al's designated representative, the USNRC,accepts no liability for damages of any type that may resultfrom the use of its codes or other analytical techniques prov-ided under this Agreement.ARTICLE VII-FINAL PROVISIONSA.This Agreement will be effective upon signing and remain in e-ffect until August 31, 1997.B.The Parties enter into this Agreement with the understandingthat reasonable allowances for normal delays will be made incompleting the work. The Parties have the right to utilize in-formation provided under this Agreement after the expirationdate; however, all information protected by provisions of thisAgreement as proprietary, confidential, privileged, or otherw-ise subject to restriction on disclosure shall remain so prot-ected indefinitely unless mutually agreed to in writing.C.A Party may terminate this Agreement after providing the otherParty written notice of its intent to terminate 180 days in a-dvance. The Party not terminating will notify the terminatingParty before the effective date of termination if terminationwill result in the terminating Party receiving a disproportio-nate share of the expected benefit from this Agreement. BothParties will endeavor to reach an equitable settlement of thematter through negotiation.D.The Parties to this Agreement reserve the right to modify orextend the specific activities described in Article III withinthe intended scope of the Agreement upon written concurrenceof their Administrators.E.If the portion of the research program of any Party that is p-ertinent to this Agreement is substantially reduced or elimin-ated, the technical scope described in Article III may be adj-usted to substitute research of equivalent programmatic inter-est upon mutual agreement of the Parties.FOR THE COORDINATION COUNCILFOR THE AMERICAN INSTITUTEFOR NORTH AMERICAN AFFAIRSIN TAIWANOF TAIWANBY:[Signed][Signed]NAME: James Wen-Chung Chang NAME: J.RICHARD BOCKTITLE: Deputy RepresentativeTITLE: DEPUTY MANAGINGDIRECTOR DATE: June 30, 1994 DATE: FEBRUARY 7, 1994PLACE: Washington, DC PLACE: ARLINGTON, VIRGINIAINTELLECTUAL PROPERTY ADDENDUMPursuant to Article V of this Agreement:The Parties shall ensure adequate and effective protection of i-ntellectual property created or furnished under this Agreementand relevant implementing arrangements. The Parties agree to no-tify one another in a timely fashion of any inventions or copyr-ighted works arising under this Agreement and to seek protectionfor such intellectual property in a timely fashion. Rights to s-uch intellectual property shall be allocated as provided in thisAddendum.I.SCOPEA.This Addendum is applicable to all cooperative activities und-ertaken pursuant to this Agreement, except as otherwise speci-fically agreed by the Parties or their designees.B.For purposes of this Agreement, "intellectual property" shallhave the meaning found in Article 2 of the Convention Establi-shing the World Intellectual Property Organization, done at S-tockholm, July 14, 1967; viz., 'intellectual property' shallinclude the rights relating to:- literary, artistic and scientific works,- performances of artists, phonograms, and broadcasts,- inventions in all fields of human endeavor,- scientific discoveries,- industrial designs,- trademarks, service marks, and commercial names and designa-tions,- protection against unfair competition,and all other rights resulting from intellectual activity inthe industrial, scientific, literary or artistic fields."C.This Addendum addresses the allocation of rights, interests,and royalties between the Parties. Each Party shall ensure th-at the other Party can obtain rights to intellectual propertyallocated in accordance with the Addendum by obtaining thoserights from its own participants through contracts or other l-egal means, if necessary. This Addendum does not otherwise al-ter or prejudice the allocation between AIT and nationals ofthe territory represented by AIT, which shall be determined bythe laws and practices of that territory, or CCNAA and nation-als of the territory represented by CCNAA, which shall be det-ermined by the laws and practices of that territory.D.Disputes concerning intellectual property arising under thisAgreement should be resolved through discussions between theconcerned participating institutions or, if necessary, the Pa-rties or their designees. Upon mutual agreement of the Parties, a dispute shall be submitted to an arbitral tribunal for bi-nding arbitration in accordance with the applicable rules ofinternational law. Unless the Parties or their designees agreeotherwise in writing, the arbitration rules of the United Nat-ions Commission on International Trade Law (UNCITRAL) shall g-overn.E.Termination or expiration of this Agreement shall not affectrights or obligations under this Addendum.II.ALLOCATION OF RIGHTSA.Each Party shall be entitled to a non-exclusive, irrevocable,royalty-free license in all countries to translate, reproduce,and publicly distribute scientific and technical journal arti-cles, reports, and books directly arising from cooperation un-der this Agreement. All publicly distributed copies of copyri-ghted work prepared under this provision shall indicate the n-ames of the authors of the work unless an author explicitly d-eclines to be named.B.Rights to all forms of intellectual property, other than thoserights described in Section II(A) above, shall be allocated asfollows:1.Visiting researchers, for example, scientists visiting prim-arily in furtherance of their education, shall receive inte-llectual property rights under the policies of the host ins-titution. In addition, each visiting researcher named as aninventor shall be entitled to share in a portion of any roy-alties earned by the host institution from the licensing ofsuch intellectual property.2. (a) For intellectual property created during joint research, for example, when the Parties, participating institu- tions, or participating personnel have agreed in advan- ce on the scope of work, each Party shall be entitled to obtain all rights and interests in its own territory . The Party in whose territory the invention was made shall have first option to acquire all rights and inte- rests in third countries. If research is not designated as "joint research", rights to intellectual property a- rising from the research will be allocated in accordan- ce with paragraph II,B.1. In addition, each person nam- ed as an inventor shall be entitled to share in a port- ion of any royalties earned by either institution from the licensing of the property. 2. (b) Notwithstanding paragraph II.B.2.(a), if a type of int-ellectual property is available under the laws of one Party but not the other Party, the Party whose laws pr- ovide for this type of protection shall be entitled to all rights and interests worldwide. Persons named as i- nventors of the property shall nonetheless be entitled to royalties as provided in paragraph II.B.2.(a).