AGREEMENT RELATING TO SCIENTIFIC ANDTECHNICAL COOPERATION

BETWEEN

-- THE GOVERNMENT OF THE UNITED STATES OFAMERICA

AND

THE GOVERNMENT OF AUSTRALIA

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AGREEMENT RELATING TO SCIENTIFIC AND TECHNICALCOOPERATION BETWEEN THE GOVERNMENT OF THE UNITEDSTATES OF AMERICA AND THE GOVERNMENT OF AUSTRALIA

The Government of the united States of America and theGovernment of Australia, hereinafter referred to as the"Parties";

RECALLING the purposes of the Agreement Relating toScientific and Technical Cooperation, done at Canberra on16 October 1968, as extended and amended;

ACKNOWLEDGING that the Parties derive great benefits fromtheir long and highly successful scientific andtechnological relationship;

DESIRING to set forth a framework for the conduct of the

overall science and technology relationship between theParties and to strengthen that relationship for peacefulpurposes;

RECOGNIZING the importance of advancing common scientificand technical knowledge for the future prosperity and well-being of humanity; and

CONSIDERING the desirability, in areas of common interest,of promoting the closest collaboration between scientificagencies and institutions of both countries for the purposeof utilizing the results of research and development towardthe economic and social benefits and industrial developmentof both countries;

HAVE AGREED AS FOLLOWS:

ARTICLE I

Definitions

For the purposes of this Agreement:

1. "Cooperative activity" means any activity carried on orsupported by the Parties pursuant to this Agreement;

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2. "Information" means scientificresults or methods of research andfrom joint research, and any othercooperative activities.

or technical data,

development stemming

data relating to

3. "Intellectual Property" shall mean the subject matterlisted in Article 2 of the Convention Establishing theWorld Intellectual Property Organization, done atStockholm, 14 July 1967, and may include other subjectmatter as agreed by the Parties.

4. "Joint research" means research that is implementedwith financial support from one or both Parties and thatinvolves collaboration by participants from both Parties.

5. "Participant" means any individual or entity, includingthe employees of an individual or entity, engaged in acooperative activity under this Agreement.

6. "Designee" means any individual or entity, includingthe employees of an individual or entity, authorized by aParty to enter into a cooperative activity under thisAgreement.

ARTICLE II

Principles

1. This Agreement establishes the framework for theoverall science and technology relationship between theParties.

2. Subject to the applicable policies, laws andregulations of both countries, the Parties shallconduct their science and technology relationship onthe basis of the following principles:

A. shared responsibilities, and mutual and equitable

contributions and benefits, arising in the course ofcollaboration;

B. comparable access to government-sponsored orgovernment-supported programs and facilities, andcomparable access to and exchange of information inthe field of scientific and technological research anddevelopment:

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c. adequate and effective protection and equitabledistribution of any intellectual property created in,

or as a direct result of, collaboration, and adequateand effective protection of intellectual propertyfurnished in the course of collaboration;

D. shared costs of collaboration, taking into account

respective risks, benefits, and management shares; and

E. cooperation in the promotion of research and

development results with the purpose of maximizingeconomic and social benefits and the industrial

development of both countries.

3. The Parties shall, in accordance with the applicablepolicies, laws and regulations of both countries,strengthen their overall science and technologyrelationship through endeavors which may include:

A. continuing their commitment to open research and

development and international cooperation;

B. continuing their-policies and programs of promoting

the application of results of research and developmenttowards achieving economic and social benefits and the

further industrial development of both countries;

C. further encouraging and facilitating the development

of institutional research and development links;

D. further encouraging and facilitating the developmentof mutually beneficial research and developmentprojects including collaboration on large-scaleprojects and major research and developmentinitiatives;

E. further providing comparable opportunities forscientists, engineers and other appropriate personnelfrom the other country to engage in research and studyin their respective facilities and government-sponsored or g~vernment-supported research programs inbasic and applied research areas; and

F. other activities as may be mutually agreed.

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ARTICLE III

Coordination of Cooperative Activities

1. Each Party shall designate an Executive Agentresponsible for the coordination and facilitation ofcooperative activities under this Agreement.

2. The Executive Agents of the Parties shall discuss andreview, on a regular basis, the implementation of thisAgreement, matters of importance in the field ofscience and technology, and policy issues related tothe overall science and technology relationship betweenthe Parties.

ARTICLE IV

Scope

1. under this Agreement, the Parties shall supportcooperative activities for peaceful purposes in suchareas of science and technology as may be mutuallydetermined.

2. The principal objects of this cooperation are toprovide opportunities to exchange ideas, information,skills and techniques and to collaborate on problemsand projects of mutual interest. The Parties shallencourage the timely application of research resultsfor the economic, social and industrial benefits ofboth countries.

3. Implementing arrangements for cooperative activitiesunder this Agreement may be negotiated and concluded

between the Parties or their designees to establish the,specific terms of cooperation. An implementingarrangement may specify the area of cooperation, theagencies involved, the procedures to be followed,including financial arrangements, and other appropriatematters. These arrangements shall take into accountapplicable laws and regulations of the Party in whosejurisdiction the particular cooperative activities areto be undertaken. Further, the terms of this Agreementshall apply to the implementing arrangements unless theParties or their designees agree otherwise.

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4. All areas of science and technology may be supportedunder this Agreement. Cooperative activities underthis Agreement may include:

A. joint research projects;

B. joint task forces;

C. joint studies;

D. joint organization of scientific seminars/

conferences/ symposia/ and workshops;

E. training of scientists and technical experts;

F. visits and exchanges of individual scientists/

engineers and other appropriate personnel;

G. exchanges of information on activities/ policies/practices/ laws and regulations concerning researchand development; and

H. other forms of-cooperative activities as may beagreed.

5. Cooperative activities under this Agreement shall notbe initiated without the prior mutual consent of theParties/ to be communicated through the ExecutiveAgents designated pursuant to Article III.

6. The Parties shall encourage the participation incooperative activities of researchers and organizationsfrom all sectors/ including universities/ nationallaboratories and the private sector.

7. The Parties may include major government-sponsored orgovernment-supported research programs as part ofcooperative activities.

8. In appropriate cases/ when agreed by the Parties ortheir designees/ scientists/ experts/ agencies orinstitutions of third countries may be encouraged toparticipate in particular cooperative activities.

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ARTICLE V

Dissemination of Non-proprietary Information

Scientific and technological information of a non-proprietary nature arising from cooperative activitiesunder this Agreement shall be made available, unless it isotherwise agreed under specific circumstances, to theworld's scientific community through customary channels, inaccordance with the laws, regulations and procedures ofeach Party and its participating agency for the particularactivity.

ARTICLE VI

Treatment of Intellectual Property

1. The Parties shall ensure:

A. the adequate and effective protection of anyintellectual property introduced into a cooperativeactivity under this Agreement; and

B. the adequate and effective protection and theallocation of intellectual property created in thecourse of, or as a direct result of, a cooperativeactivity under this Agreement.

2. The protection and allocation of intellectual propertyrights and the protection of business confidentialinformation are set out in Annex I, which constitutesan integral part of this Agreement. Annex I isapplicable to all cooperative activities under thisAgreement, except as otherwise specifically agreed bythe Parties or their designees.

3. The termination or expiration of this Agreement shallnot affect rights or obligations under this Article andAnnex I.

ARTICLE VII

. Security Obligations

Reciprocal security obligations related to the cooperativeactivities under this Agreement shall be observed inaccordance with the provisions of Annex II, which forms anintegral part of this Agreement.

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ARTICLE VIII

Funding

1. Activities under this Agreement shall be subject to theavailability of funds and to the applicable policies,laws and regulations of each Party.

2 . Each Party shall bear the costs of discharging its ownresponsibilities under particular projects or programs.In specific cases the costs shall be borne as agreedbetween the Parties.

ARTICLE IX

Entry of Personnel and Equipment

Each Party shall facilitate entry to and exit from itsterritory of personnel, material and equipment of the otherParty engaged on or used in projects, initiatives andcooperative activitles under this Agreement, in accordancewith its laws and regulations.

ARTICLE X

Other Agreements

This Agreement is without prejudice to cooperation that maybe undertaken pursuant to other Agreements between theParties.

ARTICLE XI

Entry Into Force and Termination

1. This Agreement shall enter into force the first dayfollowing the date on which the Parties have notifiedeach other in writing, confirming the legalrequirements for entry into force of the Agreement havebeen fulfilled and shall remain in force for ten years.It may be amended or extended by mutual writtenagreement between the Parties.

2 . This Agreement may be terminated at any time by eitherParty upon six months' written notice. The expiration

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or termination of this Agreement shall not affect thevalidity or duration of any implementing arrangementmade under it or the rights and obligations under AnnexI to this Agreement.

CAN&e:e.~.-4-h,s~~- e;~""cM.~cf Fe-\of\Jo.(~ /)5DONE AT Cydncy, thio t\.'clfthdety of Janu:lry two thousand~and six, in duplicate, in the English language. C;7../

FOR THE GOVERNMENT OF THEUNITED STATES OF AMERICA:

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FOR THE GOVERNMENTOFAUSTRALIA:

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ANNEX I

Intellectual Property Rights

I. General Obligation

The Parties shall ensure adequate and effective protectionof intellectual property created or furnished under thisAgreement and relevant implementing arrangements. Rightsto such intellectual property shall be allocated asprovided in this Annex.

II. Scope

A. This Annex is applicable to all cooperativeactivities undertaken pursuant to this Agreement,except as otherwise specifically agreed by theParties or their designees.

B. For purposes of this Agreement, "intellectualproperty" shall mean the subject matter listed inArticle 2'of the Convention Establishing theWorld Intellectual Property Organization, done atStockholm, 14 July 1967 and may include othersubject matter as agreed by the Parties.

C. Each Party shall ensure, through contracts orother legal means with its own participants, ifnecessary, that the other Party can obtain therights to intellectual property allocated inaccordance with this Annex. This Annex does nototherwise alter or prejudice the allocationbetween a Party and its nationals, which shall ~bedetermined by that Party's laws and practices.

D. Except as otherwise provided in thisAgreement, disputes concerning intellectualproperty arising under this Agreement shall beresolved through discussions between theconcerned participants or, if necessary, theParties or their designees. Upon mutualagreement of the Parties, a dispute shall besubmitted to an arbitral tribunal for bindingarbitration in accordance with the applicablerules of international law. Unless the Parties

or their designees agree otherwise in writing,

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the arbitration rules of UNCITRAL shall govern.

E. Termination or expiration of this Agreement shallnot affect rights or obligations under thisAnnex.

III. Allocation of Rights

A. Each Party shall be entitled to a non-exclusive,irrevocable, royalty-free license in allcountries to translate, reproduce, and publiclydistribute scientific and technical journalarticles, reports, and books directly arisingfrom cooperation under this Agreement. Allpublicly distributed copies of a copyrighted workprepared under this provision shall indicate thenames of the authors of the work unless an authorexplicitly declines to be named.

B. Rights to all forms of intellectual property,

other than those rights described in paragraphIIIA above, shall be allocated as follows:

(1) Visiting researchers shall receive for anyintellectual property they create, rights,awards, bonuses and royalties in accordancewith the policies of the host institution.

(2) (a) Unless otherwise agreed in animplementing or other arrangement, theParties or their participants shall jointlydevelop a technology management planregarding ownership and exploitation rightsto intellectual property created in the)course of the cooperative activities otherthan those covered by III (B) (1). Thetechnology management plan shall considerthe relative contributions of the Parties

and their participants to the cooperativeactivities, the degree of commitment inobtaining legal protection and licensing ofthe intellectual property, and such otherfactors as are deemed appropriate.

(b) If the Parties or their participants donot agree on a technology management planunder subparagraph (a) within a reasonable

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..time, not to exceed six months from the timea Party becomes aware of the creation ofintellectual property created in the courseof the cooperative activities, the Partiesor their participants shall resolve thematter in accordance with the provisions ofparagraph II (D). Pending resolution of thematter, any intellectual property created bypersons employed or sponsored by one Partyunder cooperative activities shall be ownedby that Party and intellectual propertycreated by persons employed or sponsored byboth Parties shall be jointly owned by theParties, but such intellectual propertyshall be commercially exploited only bymutual agreement.

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(c) Notwithstanding paragraphs III.B(2) (a)and (b) above, if either Party believes thata particular project may lead to or has ledto the creation of intellectual property notprotected by the laws of the other Party,the Parties shall immediately holddiscussions to determine the allocation ofrights to the intellectual property. If anagreement cannot be reached within threemonths of the date of the initiation of the

discussions, cooperation on the project inquestion shall be terminated at the requestof either Party. Creators of intellectualproperty shall nonetheless be entitled toawards, bonuses and royalties in accordancewith the policies of the institutionemploying. or sponsoring that person.

(d) For each invention made under anycooperative activity, the Party employing orsponsoring the inventor(s) shall disclosethe inventiong promptly to the other Partytogether with any documentation andinformation necessary to enable the otherParty to establish any rights to which itmay be entitled. Either Party may ask theother Party in writing to delay publicationor public disclosure of such documentationor information for the purpose of protectingits rights in the invention. Unless

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IV.

otherwise agreed in writing, the delay shallnot exceed a period of six months from thedate of disclosure by the inventing Party tothe other Party.

Business Confidential Information

In the event that information identified in a timelyfashion as business-confidential is furnished or

created under this Agreement, each Party and itsparticipants shall protect such information inaccordance with applicable laws, regulations, andadministrative practices. Information may beidentified as "business-confidential" if a personhaving the information may derive an economic benefitfrom it or may obtain a competitive advantage overthose who do not have it, and the information is notgenerally known or publicly available from othersources, and the owner has not previously made theinformation available without imposing in a timelymanner an obligation to keep it confidential.

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ANNEX II

SECURITY OBLIGATIONS

1. PROTECTION OF INFORMATION

Both Parties agree that no information or equipmentrequiring protection in the interests of national defenseor foreign relations of either Party and classified inaccordance with applicable national laws and regulationsshall be provided under this Agreement. In the event thatinformation or equipment that is known or believed torequire such protection is identified in the course ofcooperative activities undertaken pursuant to thisAgreement, it shall be brought immediately to the attentionof the appropriate officials and the Parties shall consultconcerning the need for and level of appropriate protectionto be accorded such information or equipment.

II. TECHNOLOGY TRANSFER

The transfer of export-controlled information and equipmentbetween the Parties under this Agreement shall be inaccordance with the relevant laws and regulations of eachParty to prevent the unauthorized transfer or retransfer ofsuch information and equipment provided or produced underthis Agreement. If either Party deems necessary, detailedprovisions for the prevention of unauthorized transfer orretransfer of such information or equipment shall beincorporated into the contracts or implementingarrangements under this Agreement.

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