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1 SCOPE ARTICLE Ⅰ This Agreement between the American Institute in Taiwan (AIT) a-nd the Coordination Council for North American Affairs (CCNAA)provides a framework through which the Federal Energy RegulatoryCommission (FERC), the designated representative of AIT, can en-gage in scientific exchange activities with the Water ResourcesPlanning Commission (WRPC) and the National Science Council (NSC), designated representatives of CCNAA, in areas of mutual inte-rest in the field of energy and/or water resources. ARTICLE Ⅱ AUTHORIZATION This Agreement is entered into pursuant to the Taiwan RelationsAct of April 10, 1979, Public Law 96-8 (22 U.S.C. 3301 etseg.).ARTICLE Ⅲ OBJECTIVES The broad objectives of this Agreement are: A. To undertake cooperative activities that will be mutually be-neficial to both the United States and Taiwan. B. To exchange materials and information and to exchange techno-logy between AIT's designated representative, FERC, and CCNAA's designated representatives, WRPC and/or NSC. C. To promote joint consideration of scientific and technical e-xchange programs. ARTICLE Ⅳ COOPERATIVE ACTIVITIES Cooperative activities will be determined after consultation be-tween AIT, and its designated representative, FERC, and CCNAA,and its designated representatives, WRPC and/or NSC. A. Activities under this Agreement may include joint research p-rojects; exchanging scientists and technical experts; exchan-ging computer modeling expertise; and other forms of coopera-tion in the areas of hydropower project operation and relatedscience and technology as may be mutually agreed. B. Implementing documents to be signed by AIT and CCNAA concern-ing specific cooperative activities to be conducted under th-is Agreement shall take the form of Annexes which shall beco-me a part of this Agreement. C. Each Annex shall specify the technical scope of the activiti-es, management responsibilities, specific funding arrangemen-ts, cost and schedule estimates, procedures to be followed, treatment of intellectual property, liability and other appr-opriate matters. D. All cooperative activities undertaken pursuant to specific A-nnexes under this Agreement shall be subject to the respecti-ve and applicable laws, regulations, policies, funding and a-dministrative procedures of AIT, and its designated represen-tative, FERC, and CCNAA, and its designated representatives,WRPC and/or NSC. ARTICLE Ⅴ RESPONSIBILITIES OF AIT AIT shall carry out its responsibilities pursuant to this Agree-ment with due diligence and efficiency. A. AIT shall assist CCNAA in obtaining visas, import licenses,and other documents necessary for the carrying out of projec-ts in the United States which are developed pursuant to thisAgreement by personnel of CCNAA's designated representatives,WRPC and/or NSC, who visit the United States as CCNAA consul-tants. B. AIT shall ensure, pursuant to this Agreement, that CCNAA orits designated representatives, WRPC and/or NSC, are held fr-ee and clear with regard to the importation of anything nece-ssary to cooperative activities under this Agreement, of allcustom duties and imposition charged by the authorities in t-he United States. specific funding cost and schedule NeitherCCNAA nor its designated representatives, WRPC and/or NSC, s-hall be required to pay duties or taxes in executing the ter-ms and conditions of this Agreement. C. AIT, through its designated representative, FERC, shall prov-ide all technical and administrative support and other requi-reinents as may be necessary to complement and supplement theservices of personnel of CCNAA's designated representatives,WRPC and/or NSC, who are in the United States under the ausp-ices of CCNAA. ARTICLE Ⅵ RESPONSIBILITIES OF CCNAA CCNAA shall carry out its responsibilities pursuant to this Agr-eement and all Annexes with due diligence and efficiency. A. CCNAA, through its designated representatives, WRPC and/or N-SC, shall provide suitably qualified personnel who are accep-table to AIT and to AIT's designated representative, FERC. B. Upon completion of specific services provided to AIT by CCNAA, as delineated in the Annexes to this Agreement, CCNAA shalldeliver to AIT, or to its designated representative, FERC, a-ll reports, calculations, comments, suggestions, and relevanttechnical data compiled or prepared by CCNAA, or its designa-ted representatives, WRPC and/or NSC, in and under this Agre-ement. Such shall become the sole property of AIT, or its de-signated representative, FERC, for the purposes of obtainingintellectual property rights in the United States. ARTICLE Ⅶ INTELLECTUAL PROPERTY CONSIDERATIONS AIT, and its designated representative, FERC, and CCNAA, and itsdesignated representatives, WRPC and/or NSC, support the widestpossible dissemination of information provided, exchanged or arising under this Agreement. All parties acknowledge the need toprotect preexisting proprietary information, patent and copyrig-ht restrictions. A. Details concerning intellectual property considerations andinformation dissemination procedures will be specified in ea-ch Annex to this Agreement. B. Information transmitted by either party to this Agreement tothe other party shall be accurate to the best knowledge and belief of the transmitting party but the transmitting party does not warrant the suitability of the information transmit-ted for any particular use or application by the receiving p-arty or by any third party. Information developed jointly bythe parties shall be accurate to the best knowledge and beli-ef of both parties. Neither party warrants the accuracy of the jointly developed in-formation or its suitability for any particular use or applicat-ion by either party or by any third party. ARTICLE Ⅷ FINANCIAL ARRANGEMENTS Financial arrangements to support activities under this Agreeme-nt will be mutually agreed upon. A. Activities under this Agreement are subject to availabilityof funds unless other arrangements are specified and mutuallyagreed to in Annexes to this Agreement. B. Pursuant to Article Ⅳ, each Annex shall specify funding andpayment arrangements for activities covered by the Annex andshall include an estimated budget for at least the first yearof activity. ARTICLE Ⅸ AMENDMENT, SUSPENSION AND TERMINATION This Agreement, and its Annexes, may be amended by the mutual w-ritten Agreement of AIT and CCNAA. This Agreement may be terminated by either party or its designa-ted representative(s) at any time by notification to the otherparty in writing sixty days in advance of the desired terminati-on date. It is understood that an attempt will be made to reachmutual Agreement on the termination dates to allow orderly term-ination of activities and repatriation of personnel. ARTICLE Ⅹ POINTS OF CONTACT Each party and its designated representative(s) shall designatethe technical and scientific personnel that will be responsiblefor carrying out the direct day to day implementation of the ac-tivities under the Agreement and each shall notify the other pa-rty of the identity of these personnel. ARTICLE ⅩⅠ COMMENCEMENT AND DURATION OF AGREEMENT This Agreement will become effective on the date of the final s-ignature hereafter and shall be valid for a period of five (5)years. ARTICLE ⅩⅡ LIABILITY CCNAA shall assist in the defense against any suit brought agai-nst the Government of the United States; AIT; AITs designated r-epresentative, FERC; or any instrumentality or officer of the U-nited States arising out of activities associated with this Agr-eement. CCNAA further agrees to hold the United States; AIT; AI-T's designated representative, FERC; or any instrumentality orofficer of the United States, harmless against any claim by CCN-AA; CCNAA's designated representatives, WRPC and/or NSC; or anyentity or person in Taiwan or elsewhere for any cause of actionalleged to arise out of work performed under this Agreement.Except for damage to, or destruction of, property of AIT, or itsdesignated representative, FERC, caused by personnel of AIT,or its designated representative, FERC, CCNAA agrees to reimbur-se AIT, or its designated representative, FERC, for any damageto or destruction of property be-longing to AIT, or its designa-ted representative, FERC, arising out of activities associatedwith this Agreement. ARTICLE Ⅷ RESOLUTION OF DIFFICULTIES AIT and CCNAA or their designated representatives shall consult,upon request of either party, regarding any matter related to t-he terms of this Agreement, and shall endeavor jointly, in a sp-irit of cooperation and mutual trust, to resolve any difficulti-es or misunderstandings that may arise. FOR THE AMERICAN INSTITUTE IN TAIWAN (Signed) Deputy Managing Director FOR THE COORDINATION COUNCIL FOR NORTH AMERICAN AFFAIRS (Signed) Deputy Representative ANNEX NO. 1 to the AGREEMENT between the AMERICAN INSTITUTE IN TAIWAN and the COORDINATION COUNCIL FOR NORTH AMERICAN AFFAIRS for TECHNICAL COOPERATION in ENERGY AND WATER RESOURCES 1. Purpose of Annex This Annex provides for the following services to be performedby CCNAA through its designated representatives, FERC and/or NSC, for AIT under the Agreement: A. evaluation of the computer stream sedimentation models tobe provided by AIT through its designated representative, FERC. B. preparation of interim and final project reports. 2. Cost of Service The total cost of services under this Annex will be contributedby CCNAA or its designated representatives, WRPC and/or NSC. An-ticipated costs include travel and lodging expenses and salariesfor the CCNAA scientists. 3. Responsibilities of CCNAA CCNAA shall, through its designated representatives, WRPC and/orNSC, evaluate the computer stream sedimentation models providedby AIT, through its designated representative, FERC, in terms ofthe models' function, sensitivity, applicability, limitations,and data structure. CCNAA shall, through its designated representatives, WRPC and/orNSC, prepare interim progress reports describing work completedand any analysis or conclusions made. 4. Responsibilities of AIT AIT shall, through its designated representative, FERC, furnishto CCNAA, or its designated representatives, WRPC and/or NSC, s-uch information, including computer models and documentation, a-nd facilities, including office space and computer equipment, n-eeded for the services CCNAA shall provide to AIT pursuant to t-his Annex. Computer models will be furnished only in accordancewith the requirements, if any, of the United States Departmentof Commerce Bureau of Export Administration commodity classific-ation. AIT shall, through its designated representative, FERC, have so-le responsibility for publishing the results of the evaluationperformed under this Annex, and shall have sole discretion overthe contents of the published report. 5. Reporting Requirements Upon completion of services, and annually until that time, CCNAAshall deliver to AIT or to its designated representative, FERC,all reports, data, models, and suggestions compiled or preparedby CCNAA or its designated representatives, WRPC and/or NSC, pu-rsuant to this Annex . 6. Ownership of Reports and Documents All reports and data provided to AIT or to its designated repre-sentative, FERC, shall become the sloe property ofAIT, or its d-esignated representative, FERC, for purposes of intellectual pr-operty rights in the United States. 7. Intellectual Property Considerations Proprietary information and copy-righted material, including co-mputer programs, shall not be accepted for or utilized under th-is Annex without an express written agreement entered into by t-he parties setting forth the terms and conditions for such acce-ptance or utilization. It shall be the responsibility of the party supplying proprieta-ry information or copyrighted material to identify the infermat-ion or material as such and to ensure that it is appropriatelymarked. Copyrights of either party or of cooperating organizations or p-ersons shall be accorded treatment consistent with internationa-lly recognized standards of protection. 8. Subcontracts CCNAA or its designated representatives, WRPC and/or NSC, shallnot subcontract any work or parts thereof, related to servicesto be procured under this Agreement, without the prior approvalof AIT and its designated representative, FERC. CCNAA or its re-presentative, shall only subcontract to the extent and with suchduly qualified experts and entities as aredeemed necessary byAIT's designated representative, FERC. Provided further, that s-ubcontracting shall not relieve CCNAA or its designated represe-ntatives, WRPC and/or NSC, of responsibilities and liabilities.Any subcontractors performing services under this Agreement sha-ll be subject to Paragraph 7 of this Annex and shall execute anagreement to acknowledge such responsibility. 9. Duration This Annex will become effective upon the date of the last sign-ature hereafter of the representatives of CCNAA and AIT and willremain in effect until the services described herein, or as ame-nded, are completed. Either party may terminate this Annex as d-escribed in Article IX of the Agreement. FOR THE AMERICAN INSTITUTE IN TAIWAN (Signed) FOR THE COORDINATION COUNCIL FOR NORTH AMERICAN AFFAIRS (Signed)