The Taipei Economic and Cultural Office (TECO) in Canada and theCanadian Trade Office in Taipei (CTOT), hereinafter referred toas “the Parties”, being desirous to enter into a Memorandum ofUnderstanding on cooperation on a reciprocal basis to further t-heir respective research and technological objectives,Have agreed upon the following: Article 1: General Provisions l(a)The Parties shall promote research and development collabor- ation in the fields of science and technology of mutual in- terest, to further the research and technological developm- ent objectives of both Parties and both cooperating Agencies .l(b)The co-operative research and development program shall be aimed at encouraging the commercialization of research del- iverables and, as such, industry co-operation or commitment shall be encouraged.l(c)The Parties shall accomplish this objective by encouraging and facilitating close and frequent consultation through t- he Steering Committee whose structure shall be determined in joint consultation.l(d)Nothing in this MOU shall be construed to prejudice other u- nderstandings for cooperation between the Parties now exist- ing or hereafter entered into. Article 2: Coordination and Implementation 2(a)Cooperating Agencies The CooperatingAgencies for the Parties shall be the Nation- al Science Council (NSC) in Taipei and the National Research Council (NRC) in Canada. Each agency shall designate a coo- rdinator to be responsible for the cooperation and activiti- es between the two Parties.2(b)Steering Committee A Steering Committee shall be formed by the representatives of the Parties, Cooperating Agencies, a- nd other agencies as appropriate, to develop and oversee a work plan to implement this Memorandum of Understanding. Th- is Steering Committee shall determine the general fields and specific subjects of research in which collaboration will t- ake place.2(c)Scope The Scope of cooperative research and development already a- greed upon include the following: .molecular sciences .astrophysics .aerospace .biological sciences .biotechnology .plant biotechnology .biodiagnostics .marine biosciences .microstructural sciences .information and telecommunications technologies .remote sensing technologies .surface transportation technologies .advanced manufacturing technologies .marine dynamics .industrial materials .construction technologies .environmental research and technologies .national measurement standards .science and technology information Article 3: Development of Research Collaboration 3(a)The Cooperating Agencies shall carry out research collabora- tion through some or all of the following activities: I)exchanges of scientific and technical information; 2)visits and exchanges of scientific and technical personnel; 3)joint co-operative research projects (CRPs);3(b)Other forms of collaboration, in addition to those activiti- es described above, may be determined through consultations of the Steering Committee. Article 4: Implementation of Co-operative Research Projects (CR-Ps)4(a)CRPs attached to this MOU and those negotiated after this M- OU are to be consistent with the objectives and subject to the operational requirements of both Parties. A full descri- ption of each CRP shall be drawn up, signed and attached to this MOU as a numbered annex.4(b)The Steering Committee shall develop and implement a work p- lan to implement this agreement and shall meet at least once a year.Article 5: Funding 5(a)While, usually, each Cooperating Agency participating in co- operative activities shall be responsible for all costs of its participation, in certain cases arrangements for funding of specific initiatives shall be agreed to following consul- tation between the Cooperating Agencies. Article 6: Publication of Research Results and General Publicity 6(a)All scientific and technical information developed through CRPs under this MOU shall be available to both Cooperating Agencies. The Cooperating Agencies shall determine in consu- ltation whether publication of research results would invol- ve disclosure of information of commercial value, taking in- to consideration non-disclosure requirements of the patent law of states under which patents may be sought. Results of joint research may be published jointly, or may be published by the Cooperating Agency in who se facilities the research was conducted. Each Cooperating Agency shall inform the oth- er of its intentions regarding the publication of results, and shall abide by accepted scholarly practice concerning c- oauthorship.6(b)The Parties and Cooperating Agencies will publicise the exi- stence of the co-operative research and development program to research institutes, centres of excellence and industries through websites and public announcements. Article 7: Research Facilities 7(a)The Cooperating Agencies shall make every effort to provide to the other Cooperating Agency’s researchers, visiting und- er the terms of this MOU, with appropriate research facilit- ies. Article 8: Applicable Laws and Regulations 8(a)Visiting researchers shall abide by the laws, rules and reg- ulations of the host Cooperating Agency during their stay.8(b)Visiting researchers shall give to the host Cooperating Age- ncy a personal release of liability for injuries.8(c)In implementing the cooperative activities under this Agree- ment, each Cooperating Agency shall be responsible for its own acts and the results thereof and shall not be responsib- le for the acts of the other Party thereof. Article 9: Consultation 9(a)For the purposes of effective implementation of this MOU, t- he Parties and Cooperating Agencies shall establish a Steer- ing Committee which shall consult in person or in writing w- henever necessary to review the activities undertaken pursu- ant to this MOU and to identify new ones that may be undert- aken for the mutual benefit of both Parties; Article 10: Intellectual Property 10(a)Neither Cooperating Agency is obliged to grant rights in i- nventions or technology that belong to it as a result of w- ork preceding or independent of this MOU. However, unless prevented by prior commitments, each Cooperating Agency sh- all make inventions and technology available to the other, and to the other’s licensees, on reasonable commercial ter- ms, as necessary to facilitate commercial undertakings and licensing of technology arising from the work performed un- der a CRP.10(b)Ajoint invention, produced by researchers from both Cooper- ating Agencies may result from the work performed under a CRP. In such case, the Cooperating Agencies shall use their best efforts to distinguish their respective contributions in order to file separate patent applications for their own contributions.10(c)It may not however prove feasible to distinguish the respe- ctive contribution of each Cooperating Agency to a joint i- nvention. In this case, the patent application shall name all inventors from both Cooperating Agencies and the patent shall be owned by both Cooperating Agencies in shares which reflect the relative contribution of each party to the res- earch effort. The Cooperating Agencies shall cooperate to share the cost of obtaining and maintaining the patent, in the same proportions in which they own the invention. If e- ither Cooperating Agency chooses not to participate in pat- enting, it shall inform the other Cooperating Agency of its intention in writing and promptly assign, without charge to the other Party, all rights necessary to apply for patents without any sharing of costs or eventual revenues related to those patents.10(d)Each Cooperating Agency authorizes the other to license in- dependently third parties to use jointly-owned patented in- ventions and to reproduce material in which copyright is j- ointly owned. The licensing Cooperating Agency: (1)shall inform the other Cooperating Agency when a licence is under negotiation, and shall provide the other Coopera- ting Agency with a final copy of the licence. (2)shall share the annual revenue from such licences with the other Cooperating Agency in proportion to its ownership of the invention, and (3)shall use its best efforts to arrange licences that result in industrial exploitation that is equitably apportioned between two sides and that seek exploitation in territori- es represented by two sides before other countries.10(e)The Cooperating Agencies shall decide on a patenting strat- egy in consultation.10(f)Immediately upon filing any patent application relating to work performed under a CRP each Cooperating Agency shall g- ive the other a copy of the application, and, if specifica- lly requested, copies of correspondence with the patent of- fice. If this disclosure is made in confidence, it must be clearly labelled as confidential material.Both Cooperating Agencies while respecting the confidential nat-ure of such communications, may immediately use that inventionto the same extent permitted by law as when a patented inventionis used for research purposes without a licence. Article 11: Confidentiality 11(a)The Parties or Cooperating Agencies shall not disclose to third parties any trade secret or confidential information of the other Party or Cooperating Agency.11(b)Neither Party or Cooperating Agency shall use any trade se- cret or confidential information of the other Party or Coo- perating Agency except for the purpose of research cooper-a tion pursuant to this MOU or for the purpose of licensing jointly-owned intellectual property from which revenues wi- ll be shared.11(c)This Article shall apply as long as the information is not readily available in the public domain. Article 12: Term of This Memorandum of Understanding 12(a)This MOU shall come into effect upon signature by both Par- ties and shall continue in effect for a period of five (5) years thereafter, unless terminated prior to that date by either Party. Either Party can terminate this MOU on ninety (90) days written notice to the other. In case of terminat- ion for whatever cause, the provisions concerning intellec- tual property and publication shall continue in force so l- ong as the research results have commercial value or prese- nt significant scientific interest. In addition, if this a- greement is terminated for whatever cause, the Cooperating Agencies shall continue to provide joint funding for those CRPs already in effect for the agreed period and all the t- erms and conditions of this agreement shall continue to be in force until those CRPs are completed.12(b)This MOU can be extended for a further five (5) year term by mutual agreement with the same terms, including the rig- ht of renewal. DONE at Taipei, this 2nd day of October 1997, in duplicate, eachversion being equally luthentic.THE TAIPEI ECONOMIC AND THE CANADIAN TRADE OFFICE IN CULTURAL OFFICE, CANADA TAIPEI 【Signed】 【Signed】 Chin-Yen Pang Hugh Stephens Representative Director October 27, 1997 October 2, 1997 Date Date Witnessed by: NATIONAL SCIENCE COUNCIL NATIONAL RESEARCH COUNCIL IN TAIPEI CANADA [Signed] [Signed] Chao-Shiuan Liu Arthur J. Carty Chairman President October 2, 1997 October 2, 1997