MEMORANDUM OF UNDERSTANDING BETWEEN THE NATIONAL SCIENCE COUNCIL AND THE CENTRE NATIONAL DE LA RECHERCHE SCIENTIFIQUE-1

The Centre National de la Recherche Scientifique, (hereinafter <>), a public scientific and technological organization, h-aving its head office at 3, rue Michel-Ange 75794 Paris Cedex 16, France, represented by Dr. Genevieve BERGER, Director General,AND:The National Science Council, (hereinafter <>), a govermen-tal agency at 106, sec.2, Ho-Ping E. Rd., Taipei (Taiwan) repre-sented by Dr. Maw-Kuen WU, Vice-Chairman,Both hereinafter referred to as < >.Having decided to strengthen the scientific cooperation, the Pa-rties wish to give a new impetus to their scientific cooperationthrough this MOU which will allow the implementation of joint r-esearch projects on subjects of mutual interest.The Parties hereby agree as follows:Article 1:Fields of the cooperationThe Parties agree to promote the cooperation in all fields of s-cience and technology, relevant to their competence, includingnatural science, engineering, life sciences, marine and geologi-cal sciences, humanities and social sciences.Article 2:Forms of cooperationBoth Parties within the limit of their financial resources willsupport cooperation, which may take various forms of exchange,based on mutual benefit and reciprocity, to promote various act-ivities such as:-exchange of information-joint workshops-multi -year joint research projectsArticle 3:selection of the projectsThe joint research projects and workshops will be discussed andjointly selected by the Parties. For each project a scientificcoordinator in CNRS and a scientific coordinatior in NSC will benominated.Article 4:Financial support of the cooperationAs a general rule and within the budgetary limits of the Parties, international travel expenses will be born by the sending ins-titution; living allowances will be bome by the host organizati-on.Each year a financial provision will be mutually allocated forthe promotion of joint projects.Article 5:Confidential InformationThe conditions of the Article 3 in Annex 1 will be applied withthe understanding that the Parties will not be allowed to discl-ose any confidential information to any third party for a periodof five (5) years following the date of expiration of MOU.This Article 5 will not prevent researchers of CNRS or NSC fromcomplying with their obligation, prescribed by regulation, to s-ubmit a report to the Comite National de la Recherche Scienfiqueor the competent authority of NSC respentively., nor will such areport be considered a disclosure within the meaning of the int-ellectual property legislationArticle 6:PublicationsIt is the intent of the Parties that the results of this collab-orative research be published jointly. Any publication or prese-ntation of the results of this research is subject to the termsof confidentiality cited above. No publication is to be made in-dividually by either one of the Parties without the other Party’s prior written approval.Regardless of authorship, each Partyagrees to afford the other an opportunity to review all the mat-erials generated as a direct result of this collaboration at le-ast thirty (30) days prior to presentation, release of transmit-tal to any third party. In the event that patentable subject ma-tter is indentified, disclosure will be delayed up to an additi-onal period no less than sixty (60) days to afford the appropri-ate Party the opportunity to file partent application(s) on beh-alf of the inventor(s).Article 7:Intellectual propertyThe rules concerning the intellectual property under this agree-ment are provided in annex 1 which is part of the MOU.Article 8:Joint executive committeeThe Parties establish a joint executive committee composed of m-embers of CNRS from the Direction of International Relations andmembers of NSC from the International Programs Department whichmeets regularly.It reviews the overall cooperations, the ongoing projects and f-uture projects.It proposes measures to improve the cooperation.Article 9: Therm of the MOUThis MOU shall enter into force upon signature by the Parties a-nd shall remain in force for a preiod of three (3) years. It maybe terminated by either Party at any time by giving the other P-arty at six (6) month written advance notice. The rights acquir-ed and the cooperative projects having been commenced prior tothe termination will not be affected.Article 10:LiabilityIt is understood and agreed that none of the Parties shall be l-iable for any wrongful acts, either of commission or omission,except when such acts are caused by gross negligence or wilfulacts. The Parties further agreed that the Party shall indemnifythe other Party and keep the other Party at all times fully ind-mnified from and against all actions, proceedings, claims, dema-nds, costs (including without limitation the legal costs), awar-ds and damages whatsoever arising as a result of any breach ofits warranties or obligations under this MOU or any wrongful ac-ts.Article 11:Dispute ResolutionAny dispute under this MOU will be sttled amicably as far as po-ssible.If no solution is found, the dispute will be finally settled un-der the Rules of Arbitration of the International Chamber of Co-mmerce by one or more arbitrors appointed in accordance with thesaid Rules.Article 12This MOU is executed in the English and French languages, eachtext being equally authentic.Done at Paris the 15 of May 2001For the National Science CouncilDr Maw-Kuen WUVice – ChairmanANNEX 1-INTELLECTUAL PROPERTYPREAMBLEPursuant to Article 7 of this MOU,the Parties shall ensure adequate and effective protection of i-n tellectual property created or furnished under this MOU and r-elevant implementing arrangements. The Parties agree to notifyone another in a timely fashion of any intellectual property in-cluding without limitaion, inventions, copyrighted works arisingunder this MOU and to seek protection for such intellectual pro-perty. Rights to such intellectual property shall be allocatedas provided in this annex.I-SCOPEI-A. This annex is applicable to all cooperative activities und-etaken by the Parties pursuant to this MOU, except as otherwisespecifically agreed by the Parties.I-B.For purposes of this MOU, <> shall h-ave the meaning found in Article 2 of the conveniton establishi-ng the World Intellectual Property Organization, done at Stockh-olm, July 14, 1967.I-C.This annex addresses the allocation of rights, interests, a-nd royalties between the Parties. Each Party shall ensure thatthe other Party can obtain the rights to intellectual propertyallocated in accordance with the annex. The allocation betweena Party and participants on behalf of such Party in the coopera-tive activities, which shall be determined by the Party’s lawsand practices, shall not be altered or prejudiced by applicationof this annex.I-D. Any disputes in connection with intellectual property aris-ing under this MOU shall be finally settled under the Rules ofArbitration of the International Chamber of Commerce by one ormore arbitrators appointed in accordance with the said Rules.I-E. Termination or expiration of this MOU shall not affect therights or obligations under this annex.Ⅱ- ALLOCATION OF RIGHTSⅡ-A. Each Party, subject to the restrictions of Article Ⅲ ofthis annex and subject to the rights of any publisher, shall beentitled to a nonexclusive, irrevocable, royalty – free licensein all countries to, for non – commercial purpose, translate, r-eproduce, and publicly distribute scientific and technical jour-nal articles, and publicly available reports solely and directlyarising under this MOU. All publicly distributed copies of a co-pyrighted work prepared under this provision shall indicate thenames of the authors of the work unless an author explicitly de-clines to be named. Each Party shall have the right to review atranslation prior to public distribution.Ⅱ-B. Rights to all forms of intellectual property, other thanthose rights described in section Ⅱ(A) above, shall be allocat-ed as follows:Ⅱ-B/1.Visiting researchers, for example, scientists visiting p-rimarily in furtherance of their education, shall receive intel-lectual property rights under the policies of the host institut-ion, unless a specific agreement is or has been signed betweenthe host and forwarding institutions. In addition, each visitingresearcher named as an inventor shall be entitled to treatmentas a national of the host country with regard to awards, bonuses, benefits, or any other rewards, in accordance with the polici-es of the host institution.Ⅱ-B/2(A). The intellectual property created during joint resea-rch shall be jointly owned by the Parties. The Parties shall jo-intly develop a technology management plan either prior to thestart of their cooperation, for example in research areas likelyto lead rapidly to industrial applications, or within a reasona-ble time from the time a Party becomes aware of the creation ofjoint intellectual property.Ther technology management plan shall consider the relative con-tributions of the Parties, the benefits of exclusive or non – e-xclusive licensing by territory or for field of use, requiremen-ts imposed by the Parties’ domestic laws, governing policies andpractices, and other factors deemed appropriate. If needed, thetechnology management plan shall be jointly modified or complet-ed in a timely fashion, subject to the approval of both Parties.Ⅱ-B/2(B).If the Parties cannot reach agreement on a joint tech-nology management play within a reasonable time not to exceed s-ix months from the time a Party becomes aware of the creation ofthe joint intellectual property in question, each Party may des-ignate one coexclusive licensee to have world – wide rights tosaid intellectual property. Each Party shall notify the other t-wo months prior to making a designation under this paragraph. W-hen both Parties (or their licensees) exploit the intellectualproperty in a country, the entities exploiting the intellectualproperty shall share equally the reasonabe cast of intellectualproperty protection in that country.Ⅱ-B/2(C). A specific program of research will be regarded as j-oint research for purposes of allocating rights to intellectualproperty only when it is designated as such in the relevant imp-lementing agreement, otherwise the allocation of rights to inte-llectual property will be in accordance with paragraph Ⅱ-B/1.Ⅱ-B/2(D).In the event that either Party believes that a partic-ular joint research project under this MOU will lead, or has led,to the creation or furnishing of intellectual property of a ty-penot protected by the applicable laws of one of the Parties, t-heParties shall immediately hold discussions to determine the a-llocation of the rights to the said intellectual property; thejoint activities in question will be suspended during the discu-ssions, unless otherwise agreed by the Parties thereto. If no a-greement can be reached within a threee month period from the d-ate of the request for discussions, the Parties shall cease thecooperation in the project in question. Not with standing parag-raphs Ⅱ-B/2(A) and (B), disputes regarding rights to any intel-ectual property which has been created will be resolved in acco-rdance with the provisions of Article I-D.Ⅲ – CONFIDENTIAL INFORMATIONIn the event that information identified in a timely fashion asconfidential is furnished or created under the MOU, during andfor a period of five (5) years from the date of expiration of t-he MOU, each Party shall protect such information in accordancewith applicable laws, regulations, and administrative practice.Information shall be identified as confidential information bythe the disclosing Party at the time of disclosure (hereafterf<>). <> shall nto include informationwhich:1 – is generally known or publicly available from other sources,2 – the owner has previously made the information available wit- hout imposing in a timely manner an obligation to keep it c- onfidential.3 – is independently generated by one party without the use of Information of the other Party,4 – or is required to be disclosed by law or court order.Without prior written consent, neither of the Parties shall dis-close any Information provided by the other Party except to app-ropriate employees. If expressly agreed between the Parties, In-formation may be disclosed to prime and subcontractiors. Such d-isclosures shall be for use only within the scope of their cont-racts with the Parties realting to cooperation under the MOU. T-he Parties shall impose, or shall have imposed an obligation onthose receiving such Information to keep it confidential. If oneof the Parties becomes aware that, under is laws or regulations,it will be, or may reasonably expected to become, unable to meetthe non – disclosure provisions, it shall immediately inform theother Party. The Parties shall thereafter consult regarding anappropriate course of action.appropriate course of action.

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