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1 I Background Cooperation between scientists, engineers, scholars, and inst-itutions from the territory represented by the American Insti-tute in Taiwan (hereinafter referred to as "the AIT") and theterritroy represented by the Coordination Council for North A-merican Affairs (hereinafter referred to as "the CCNAA") is f-urthered pursuant to an Agreement dated September 4, 1980, be-tween the AIT and the CCNAA. The "Taiwan Relations Act" (Publ-ic Law 96-8, April 10, 1979) authorizes the continuation of c-ommercial, cultural and other relations between the people ofthe territory represented by the AIT and the people on the te-rritory represented by the CCNAA. Such relations are conductedby or through the AIT, a non-profit corporation, incorporatedunder the laws of the District of Columbia. The CCNAA has beenestablished to provide assurances and take actions on behalfof the people on the territory represented by the CCNAA. TheAIT works in association with its contractor, the National Te-chnical Information Service (hereinafter referred to as "theNTIS") in administering the program. The CCNAA performs a si-milar function in affiliation with its contractor, the Scienceand Technology Information Center of the National Science Cou-ncil (hereinafter referred to as "the STIC") in the territoryrepresented by the CCNAA. II Program Goals A search for and collect scientific, tion in the territory r-epressented by the AIT and the territory represented by theCCNAA, and to make such information available to husiness,industry and the general public either directly or throughbusiness services. The AIT is authorized to offer, in asso-ciation with its contractor, the NTIS, products and servic-es for sale on a self-sustaining basis, and is authorized to issue schedules of fees to achieve this end. B It is in the interest of the CCNAA in association with itscontractor, the STIC, to open new and public access to tec-hnical information products and services, to develop facil-ities in the territory represented by the CCNAA for acquir-ing information, and to further scientific, technical, andindustrial development in the territory represented by theCCNAA. C The CCNAA has, in association with its contractor, the STIC, the facilities, personnel and expertise to assist the AIT, in association with its contractor, the NTIS, in searchi-ng for and identifying scientific, technical, and engineer-ing information that is not generally available in the Uni-ted States. D This Agreement is entered into with the understanding thatthe CCNAA, in association with its contractor, the STIC, w-ill provide scientific, technical, and engineering informa-tion originating from the territory represented by the CCN-AA suitable for announcement and sale through the AIT, in association with its contractor, the NTIS. III Authorization A For the duration of this Agreement, the AIT grants non-ex-eclusive authorization for the CCNAA, in association with its contractor, the STIC, to promote and sell products andservices of the AIT, in association with its contractor, the NTIS. The CCNAA shall exercise this authority, subjectto the terms and conditions of this Agreement, as an inde-pendent organization buying and selling products and serv-ices for its own account and not as an agent under the co-ntrol of the AIT. B The CCNAA, in association with its contractor, the STIC,will not promote or sell products or services of the AIT or its contractor, the NTIS, to any person or jurisdictionidentified by the AIT as restricted from receiving such p-roducts or services. For verification purposes, the CCNAA agrees to maintain copies of invoices for inspection by t-he AIT for a period of one year after issuance. AttachmentNumber 1 to this Agreement summerizes corrent restrictions. The AIT will notify the CCNAA of any changes in these r-estrictions. IV The CCNAA's Consideration A Attached to and made a part of this Agreement (Attachment No.2) are the current Foreign and Domestic Price Directoriesof products and services of the AIT and its contractor, theNTIS, to be promoted and sold by the CCNAA, in associationwith its contractor, the STIC. Updated Directories, supers-eding earlier editions, will be furnished to the CCNAA as they are published. B The CCNAA will be entitled to purchase from the AIT, in as-sociation with its contractor, the NTIS, Products and serv-ices at the standard North American selling price. V Customer Lists The CCNAA will furnish the AIT with a list, updated annually,of the names and addresses of customers for the regular subsc-ription and standing order services of the AIT and its contra-ctor, the NTIS. VI Acquisition of Technical Information A In consideration of the concessionary prices and authoriza-tion to reproduce technical granted to the CCNAA by the AIT, the CCNAA will , in association with its contractor, theSTIC, during the term of this Agreement, use its best effo-rts to locate sources of scientific, technical and enginee-ring information in the territory represented by the CCNAAthat is suitable for distribution by the AIT, in associati-on with its contractor, the NTIS; to assist the AIT (throu-gh negotiations with document sources and by other measures) to obtain authority for the AIT to distribute such infor-mation, in association with its contractor, the NTIS; and to facilitate the transmittal of such information to the A-IT. The CCNAA shall perform this function in close coordip-ation with the AIT and shall keep the AIT informed of its plans and efforts in this regard. The primary interest of the AIT is in technical reports that are not normally avai-lable through commercial sources. B Prior to the execution of this Agreement, the CCNAA will t-ransmit to the AIT a detailed plan of its efforts to meet its responsibilities under this Article. This plan will besubject to review by the AIT and may be amended by both pa-rties to this Agreement. C Reports acquired by the CCNAA will be submitted to the AITor its contractor, the NTIS, and will be accompanied by a release executed by the appropriate copyright authority au-thorizing the AIT, in association with its contractor, theNTIS, to reproduce and distribute the report(s) on a non-p-rofit basis. D Reports acquired and processed by the AIT pursuant to thisAgreement, will remain a part of the collection held by theAIT's contractor, the NTIS, after the termination of this Agreement. E Neither the CCNAA, nor the authorities in the territory re-presented by the CCNAA, makes any warranty, express or imp-lied, including any warranty of merchantability or fitnessfor a particular purpose; nor assumes any legal liability or responsibility for any party's use, or the results of s-uch use, of any information, apparatus, product or processdisclosed in an information product or service disseminatedby the CCNAA, or its contractor, the STIC; nor represents that the use of any such product or services by any party would not infringe privately owned rights. VII Duplication The CCNAA may, in association with its contractor, the STIC,reproduce microfiche and Paper products provided by the NTIS, the AIT's contractor, to the AIT, except those copyrightedby parties other than the NTIS (as indicated by copyright n-otices), provided that the CCNAA pays to the AIT 20 percentof the price in the current (at the time of sale) Foreign P-rice Directory of the NTIS of each microfiche and paper copyreproduced. A Foreign Price Directory is attached to this A-greement for reference purposes (Attachment No. 3). VIII Customer Service The CCNAA will be responsible, in association with its con-tractor, the STIC, for providing customer service with res-pect to its sales of products and services received from t-he AIT in association with its contractor, the NTIS. Such service includes receiving and forwarding to the AIT, or i-ts contractor, the NTIS, orders from customers; deliveringproducts and services acquired from the AIT or its contrac-tor, the NTIS, to customers; and handling customer inquiri-es and complaints. IX Order Transmittal to the AIt The CCNAA will submit customer orders to the AIT, or its con-tractor, the NTIS, on order forms and in formats designed orapproved by the AIT and its contractor, the NTIS, and provid-ed at CCNAA expense. Orders may be transmitted to the AIT orits contractor, the NTIS, by mail or hand delivery to the fo-llowing addresses: American Institute in Taiwan Attn: Joseph B. Kyle 1700 North Moore Street Suite 1705 Arlington, VA 22209 or National Technical Information Service Attn: Mildred Johnson 5285 Port Royal Road Springfield, VA 22161 X Order Fulfillment by the AIT A The AIT, or its contractor, the NTIS, will ship ordered pro-ducts and services to the CCNAA, or its contractor, the STIC, by air mail ($6.00 per copy for paper copy and $0.75 formicrofiche copy) unless other arrangements are made for airfreight. B The cost of all shipments to the CCNAA, or its contractor,the STIC, will be borne by the CCNAA or its contractor. C The AIT, or its contractor, the NTIS, will periodically pro-vide the CCNAA, or its contractor, the STIC, with records l-isting all products and services shipped during the applica-ble period. D Title and risk of loss or damage to products and services s-hipped by the AIT, or its contractor, the NTIS, to the CCNAA, or its contractor, the STIC, shall pass from the AIT, orits contractor, the NTIS, to the CCNAA, or its contractor,the STIC, at the time the items are delivered to the air ca-rgo contractor in the United States. E The above notwithstanding, the AIT or its contractor, the N-TIS, upon presentation of conclusive evidence by the CCNAAor its contractor, the STIC, will replace without charge pr-oducts or services that are unsuitable for sale due to poorprinting or reproduction, or are damaged in shipment due toimproper packing by the sender. XI Changes in Prices or Availability A The AIT, or its contractor, the NTIS, will promptly advisethe CCNAA, or its contractor, the STIC, of additions and d-eletions of products and services made available for promo-tion or sale by the AIT or its contractor, the NTIS, to theCCNAA or its contractor, the STIC. B Between editions of the Price Directory, the AIT or its co-ntractor, the NTIS, may raise or lower the retail prices ofany products and services by providing written notice to t-he CCNAA or its contractor, the STIC. Where practical, not-ice will be given at least sixty (60) days in advance of m-ajor price changes. XII AIT Approval of Promotions The AIT, or its contractor, the NTIS, will ship reasonableamounts of promotional materials to the CCNAA, or to its co-ntractor, the STIC. The AIT reserves the right to review andapprove in advance materials used by the CCNAA or its contr-actor, the STIC, to promote and sell products and servicesoffered by the AIT or its contractor, the NTIS, and the rig-ht to instruct the CCNAA or its contractor, the STIC, to re-frain from circulating or otherwise using specified promoti-onal material. XⅢ Disclaimer of Warranties Neither the AIT, nor the authorities in the territory repre-sented by the AIT, makes any warranty, express or implied i-ncluding any warranty of merchantability or fitness for a p-articular purpose; nor assumes any legal liability or respo-nsibility for any party's use, or the results of such use,of any information, apparatus, product or process disclosedin an information product or service disseminated by the AITor its contractor, the NTIS; nor represents that the use ofany such product or service by any party would not infringeprivately owned rights, XIV Accounting The AIT or its.contractor, the NTIS,will maintain DepositAccount Number ____________for payments by, and charges andcredits to, the CCNAA or its contractor, the STIC, under ht-is Agreement. Within sixty (60) days of the end of each cal-endar month during the term of this Agreement, the AIT or i-ts contractor, the NTIS, will furnish the CCNAA or its cont-ract, the STIC, with a statement indicating the status of t-he deposit account during the applicable month. Payment willbe due sixty (60) days from the date the AIT or its contrac-tor, the NTIS, mails a deposit account statement to the CCN-AA or its contractor, the STIC. Failure to make payment wit-hin ninety (90) days will constitute a breach of contract c-urable under the terms of Article XVI, paragraph B. of thisAgreement. If the deposit account of CCNAA or its contractor, the STIC. becomes overdrawn for more than ninety (90) days, shipments will be suspended until the account is in order.A The CCNAA or its contractor, the STIC, will be charged in-terest for amounts overdrawn, in accordance with the regu-lations of the authorities in the territory represented bythe AIT. B Payments due to the AIT or its contractor, the NTIS, fromthe CCNAA or its contractor, the STIC will be payable in United States dollars. Where applicable, payment may be m-ade by wire. C The CCNAA and its contractor, the STIC, will maintain com-plete and accurate records sufficient to account for the sales of products and services of the AIT or its contract-or, the NTIS. If requested by the AIT, the CCNAA will makesuch records available, during reasonable business hours, to a public accountant approved by the AIT, for the purpo-se of verifying reports and payments required of the CCNAAand its contractor, the STIC, by this Agreement, D The CCNAA and its contractor, the STIC, will be responsib-le for all bad debts incurred from its customers. XV Duration This Agreement will become effective upon signature of bothparties and will remain in effect for 3 years unless termina-ted earlier in accordance with Article XVI or renewed in acc-ordance with Article XVII. XVI Termination A This Agreement may be terminated by the AIT or the CCNAAby delivery of written notice to the other party. In the event of termination for reasons other than breach of thisAgreement, such termination shall be effective not less t-han six (6) months following delivery of written notice. B Any breach of this Agreement will be curable upon sixty (60) days written notice by the AIT or the CCNAA to the oth-er party. C In the event of termination or expiretion, the CCNAA or i-ts contractor, the STIC, will account for and pay to the AIT or its contractor, the NTIS, within sixty (60) days, sums due under this Agreement; ensure the delivery of sub-scription products ordered prior to expiration or termina-tion of the Agreement through their expiration dates; pro-mptly transmit to the AIT or its contractor, the NITS, a final list indicating names and addresses of all CCNAA or STIC customers for AIT or NTIS products or services and i-tems ordered by each; and cease any previously authorized reproduction of AIT or NTIS products and sevices. XVII Renewal At least ninety (90) days prior to expiration, the AIT willgive consideration to renewing this Agreement on original or modified terms. In connection with such consideration, the CCNAA must submit a comprehensive review of its perfor-mance under this Agreement. XVIII Disputes The AIT and the CCNAA will seek to amicably settle all pro-blems which may be posed upon the implementation of the va-rious clauses of the Agreement. Every effort will be made to resolve each dispute through consultations between the AIT and the CCNAA. Should resolution not prove possible, e-ither party may terminate this Agreement upon delivery of written notice to the other party. XIM Registration The CCNAA will arrange for, andbear the expenses of, anyregistration, notification, or recordation of this Agreementas may be required by the authorities in the territory repr-esented by the CCNAA. XX Program Expansion A In the interest of both parties, a mutual exchange of serv-ices that will enhance the fulfillment of this Program maybe negotiated and performed, subject to funding limitations. B These services may include makeup, printing, and distribut-ion of local language promotional materials, equipment, orconsulting services. C Such services will be defined in separate task orders whichwill require the approval of the Agreement's signatory aut-horities. XXI. Entirety of Agreement This document constit-utes the Agreement between the parties in its entirety andmay not be modified except by mutual written consent of theparties. XXII Authorized Signatories. This Agreement is executed by the duly authorized represen-tatives of the AIT and the CCNAA whose signatures are affi-xed below: American Institute in Taiwan [Signed] Joseph B. Kyle Corporate Secretary Date: November 17, 1987 Coordination Council for North American Affairs [Signed] George K. C. Liu Director, Science Division Date:November 17,1987