WHEREAS, the Taipei Economic and Cultural Representative Officein the United States (TECRO) and the American Institute inTaiwan (AIT) (hereinafter referred to as “ the parties ” )signed an Agreement for Technical Cooperation Associated withDevelopment, Launch and Operation of a Constellation ObservingSystem for Meteorology, Ionosphere and Climate (COSMIC), dated30 June 1999 (the Agreement), which provided a framework forAIT, through its designated representative, UCAR, to providetechnical expertise, training, and scientific exchangeactivities to TECRO, through its designated representative,NSPO, in the development, launch and operation of aconstellation of six small satellites for atmospheric sensing,with a goal to provide global atmospheric data sets forscientific research, education and the demonstration ofoperational capabilities.WHEREAS, a constellation of six satellites was launched in April2006 through a collaboration between TECRO ’ s designatedrepresentative, NSPO, and AIT ’ s designated representative,UCAR, acting on behalf of agencies of the United States (U.S.)Government, including the National Science Foundation (NSF),National Oceanic and Atmospheric Administration (NOAA), NationalAeronautics and Space Administration (NASA), the Office of NavalResearch (ONR), and the United States Air Force (USAF), as wellas the Jet Propulsion Laboratory (JPL), for the purpose ofweather and space weather research and prediction, climatemonitoring, and geodesy.WHEREAS, five of the six satellites and payloads are functioningand data are being retrieved and are being distributed in nearreal-time to over 700 registered users, representing major U.S.,Taiwan and international universities, leading operationalweather centers and research laboratories.WHEREAS, the joint Taiwan-U.S. program was initially funded forfive years from April 2006 through April 2011, both NSPO andUCAR desire to continue the operation of the satellites anddistribution of the data through April 2014.This Implementing Arrangement describes the cooperativeactivities to be undertaken by TECRO ’ s designatedrepresentative, NSPO, and AIT ’ s designated representative,UCAR, to continue operation of the COSMIC Satellite Programthrough April 2014 pursuant to the requirements set forth in theattached Appendices.Article 1 – AuthorizationThe activities described in this Implementing Arrangement willbe carried out under the general terms and conditionsestablished by the Agreement. TECRO and AIT hereby authorizetheir designated representatives, NSPO and UCAR, respectively,to carry out and perform this Implementing Arrangement.Article 2 – Scope and Services2.1 In furtherance of the parties’ collaborative efforts, AIT’s designated representative, UCAR, agrees to provide for the continuous operation, support, and maintenance of Remote Terminal Services (RTS), continuous operation, support, and maintenance of the COSMIC Data Archive and Analysis Center (CDAAC), system maintenance support and software updates for the Taiwan Analysis Center for COSMIC (TACC), scientific payload engineering support, assisting TECRO ’ s designated representative, NSPO, on payload operation, ongoing JPL firmware support, support for COSMIC Weather Data Assimilation, and the required program management to sustain the forgoing activities for the duration of the mission, all of which is valued at approximately Sixteen Million Eight Hundred Twenty Four Thousand Eight Hundred Six (US$16,824,806), per Appendix I, over the term of the Implementing Arrangement. TECRO ’ s designated representative, NSPO, agrees to provide ongoing satellite operations, maintenance, and command and control functions for the mission, as well as the required program management to sustain those activities valued at approximately Nine Million Six Hundred Twenty Four Thousand Eight Hundred and Six Dollars (US$9,624,806), per Appendix I, for the duration of the mission. For cost sharing equally, NSPO shall fund UCAR in the amount of Three Million Six Hundred Thousand Dollars (US$3,600,000), per Appendix I, or One Million Two Hundred Thousand Dollars (US$1,200,000) per year over the extended term of this Implementing Arrangement as its contribution to support the UCAR-provided services. UCAR will secure funding and in-kind support, estimated to be Thirteen Million Two Hundred Twenty Four Thousand Eight Hundred Six Dollars (US$13,224,806) from the sponsoring U.S. agencies.2.2 The duration of the extended mission shall be from April 15, 2011 through April 14, 2014. At least one (1) year prior to the termination of the mission period but no later than April 14, 2013, AIT ’ s designated representative, UCAR, and TECRO ’ s designated representative, NSPO, agree to begin discussions about the benefits and costs associated with extending the mission. Beyond April 14, 2014, the duration of the mission shall be extended to the period agreed upon in writing by TECRO and AIT and their designated representatives, NSPO and UCAR, respectively.2.3 The technical cooperation to be undertaken under the auspices of this Implementing Arrangement, including the specific services to be provided and the period of performance, is defined in the attached Appendices.2.4 The Appendices attached hereto are integral parts of this Implementing Arrangement. In the event that any conflict exists between the terms and conditions of this Implementing Arrangement and the Appendices, the terms and conditions shall prevail over the Appendices; in the event of any conflict among the Appendices, the conflict shall be solved by TECRO and AIT ’ s designated representatives, NSPO and UCAR, respectively, without affecting the terms and conditions of this Implementing Arrangement. Exhibits to this Implementing Arrangement (all Exhibits are of equal precedence): Appendix I Cost Estimate Appendix II Funding Profile Appendix III Statement of Work Appendix IV FORMOSAT-3/COSMIC Ground Network Interface Control Document for NOAA Ground Stations Appendix V FORMOSAT-3/COSMIC Mission Support Plan NOAA Ground StationsArticle 3 – Financial Provisions3.1 UCAR is undertaking this technical cooperation as the designated representative of AIT. Unless a change is agreed upon by TECRO and AIT, NSPO’s cost sharing hereunder shall be Three Million Six Hundred Thousand Dollars (US$3,600,000).3.2 TECRO will forward the amount as agreed in Article 3.1 to AIT and AIT will make necessary arrangements to transfer such funds to its designated representative, UCAR, in accordance with the Funding Profile set forth in Appendix II. Funds shall be sent to: The American Institute in Taiwan 1700 North Moore Street Suite 1700 Arlington, VA 22209Article 4 – Proprietary Rights4.1 NSPO shall have a non-exclusive license to use, free of charge, the Technical Information contained in any deliverables and other technical documents furnished by UCAR in performance of this Implementing Arrangement. NSPO agrees that its use of such Technical Information is subject to any restriction stated in the approved TAA.4.2 For purposes of this Implementing Arrangement, Proprietary Information denotes all information which is disclosed hereunder by the designated representative of one party to the designated representative of the other (for clarity, the designated representatives exchanging Proprietary Information hereunder will be referred to in this Article 4 as either “the originating party,” “the disclosing party,” or “the receiving party,” as appropriate depending on the context), provided that, when disclosed, such information is in written or other permanent form and is identified as proprietary by the originating party by clear and conspicuous markings. Any information disclosed in any other form shall be considered proprietary only to the extent identified as proprietary at the time of original disclosure and thereafter summarized in writing and transmitted by the originating party, with such clear and conspicuous marking, to the receiving party within fifteen (15) days of the non-written disclosure. For protection of the Proprietary Information received from the other party, each party shall exercise the same degree (which shall not be less than reasonable) of care in protecting its own information of like importance from unauthorized disclosure and use. Each party shall limit access to the Proprietary Information of the other party to those of its personnel with a need to know and shall preserve Proprietary Information received from the other party in confidence.4.3 The restrictions with respect to any Proprietary Information set forth in Article 4.2 shall not be applicable if the receiving party reasonably demonstrates that the information received: a. has come into public domain prior to the disclosure thereof through no wrongful act of the receiving party; b. is already known to or has been lawfully received by the receiving party prior to the disclosure without restrictions; c. is approved for release or use by written authorization of the disclosing party; or d. has been developed by the receiving party independent of the disclosing party.4.4 Notwithstanding Articles 4.2 and 4.3, the Proprietary Information furnished hereunder and/or any information developed under this Implementing Arrangement shall be kept in strict confidence while in the possession of the receiving party. The receiving party shall: a. not use the same in whole or in part for any purpose other than the purpose of the COSMIC Program without the prior written consent of the disclosing party; and b. except for performance of the Implementing Arrangement, not copy or otherwise reproduce or duplicate the same in whole or in part where such copying, reproduction or duplication has not been specifically authorized in writing by the disclosing party.Article 5 – Compliance with Export RequirementsThe designated representatives of both parties agree to fulfillall requirements prescribed in and to comply in all respectswith the applicable laws, such as safety, import and export lawsand regulations relating to the attached Statement of Work andall governmental administrative acts pursuant to such laws andregulations.Article 6 – Notices and Information Release6.1 Any notice required or permitted to be given under this Implementing Arrangement shall be in writing and shall be either transmitted by facsimile or deposited in the mail, certified and return receipt requested, with postage prepaid and addressed to the address set forth below: The American Institute in Taiwan 1700 North Moore Street, Suite 1700 Arlington, VA 22209 Telephone No: 703-525-8474 Facsimile No: 703-841-1385 Attention: Ms. Barbara Schrage UCAR (AIT’s Designated Representative): University Corporation for Atmospheric Research P.O. Box 3000 Boulder, CO 80307-3000 U.S.A. Telephone No: 303-497-8890 Facsimile No: 303-497-2610 Attention: Dr. Bill Kuo TECRO: The Taipei Economic and Cultural Representative Office in the United States 4201 Wisconsin Avenue, N.W. Washington, D.C. 20016 Telephone No: 202-895-1930 Facsimile No: 202-895-1939 Attention: Pauline (Pao-yu) Lin NSPO (TECRO’s Designated Representative): National Space Organization, National Science Council 8F, No. 9, Prosperity Road 1, Science-Based Industrial Park, Hsin-Chu, Taiwan, ROC Telephone No: 886-3-578-4208 ext. 1053 Facsimile No: 886-3-578-4246 Attention: Mr. Nick Yen6.2 TECRO ’ s and AIT ’ s designated representatives, NSPO and UCAR, respectively, will coordinate with each other on all public release of information regarding COSMIC space flight operations. In any release of information relating to the COSMIC Mission, such release shall include a statement to the effect that the COSMIC Project or effort depicted was or is jointly sponsored by NSPO, NOAA, NSF, NASA, USAF and UCAR. For the purpose of this clause, “Information” includes, but is not limited to news releases, articles, manuscripts, brochures, advertisements, still and motion pictures, speeches, trade association meetings, symposia, etc.Article 7 – Effective DateThis Implementing Arrangement will become effective on the dateof the last signature hereafter.Article 8 – AmendmentThis Implementing Arrangement shall only be amended or modifiedin writing signed by the authorized representatives of the TECROand AIT. Oral direction will not modify or change the provisionsof this Implementing Arrangement.Article 9 – Termination/Rescission9.1 Termination for Convenience This Implementing Arrangement may be terminated in whole or in part by either party by providing written notice of its intention to the other party, and contemporaneously to the other party ’ s designated representative, at least thirty (30) days before the desired termination date specifying the extent to which performance of work under this Implementing Arrangement is terminated. It is understood that an attempt will be made to reach mutual agreement on the termination date to allow orderly termination of activities and the determination of settlement costs.9.2 Neither party shall be liable to the other for any loss or delay in the performance of a required obligation if such loss or delay is caused by acts of God, strike, riot, fire, flood, natural disaster, government action or inaction, war, terrorist attacks, military hostilities, failure of government funding or other similar causes beyond such party’s control, provided that such party gives prompt written notice of such condition and resumes its performance as soon as possible. If such condition continues for a period of one hundred-eighty (180) consecutive days, then this Implementing Arrangement shall be terminated without any further liability or obligations by either party, except for those obligations that survive under this Implementing Arrangement.Article 10 – Waiver of BreachThe failure of either party or its designated representative, atany time, to require performance by the other party or itsdesignated representative of any obligations provided in thisImplementing Arrangement shall in no way affect the full rightto require such performance at any time thereafter. The waiverby either party or its designated representative of a breach ofany obligation provided in this Implementing Arrangement doesnot constitute a waiver of any succeeding breach of the same orany other obligations, nor shall it constitute a waiver of theobligation itself.Article 11 – Agreement to Remain ValidAny provision of this Implementing Arrangement which isprohibited or unenforceable in any of the jurisdictionsconcerned shall be invalid only within such jurisdiction and tothe extent of such prohibition or unenforceability withoutinvalidating the remaining provisions of this ImplementingArrangement in such jurisdiction, and without affecting thevalidity or enforceability of such provision in any otherjurisdictions concerned. The invalid provision shall, whereappropriate, be modified in meaning or supplemented by theparties in such a way that the purpose contemplated under thisImplementing Arrangement is achieved.Article 12 – Governing Language12.1 Any technical documents and data furnished in accordance with this Implementing Arrangement, unless otherwise specified in this Implementing Arrangement, shall be written in the English language and shall use the practices, standards and conventions in general use in the U.S.A.12.2 All notices and other communications pertaining to this Implementing Arrangement shall be in the English language.12.3 The headnotes and paragraph headings are inserted for convenience only and do not form part of this Implementing Arrangement and shall not be used as an aid in interpreting the meaning of any provision.IN WITNESS WHEREOF, the parties have caused this ImplementingArrangement to be executed by their duly authorized officers orrepresentatives in two (2) originals, each party shall hold oneoriginal.FOR THE TAIPEI ECONOMIC AND FOR THE AMERICAN INSTITUTE INCULTURAL REPRESENTATIVE OFFICE TAIWAN:IN THE UNITED STATES:TaTung Chang Barbara J. SchrageDeputy Representative Managing DirectorAugust 29, 2011 May 16, 2011