U.S.-Tunisia Agreement on Science and Technology Cooperation

Agreement Between the Government of the United States of America and the Government of the Republic of Tunisia on Science and Technology Cooperation
June 22, 2004

The Government of the United States of America and the Government of the Republic of Tunisia (hereinafter referred to as the "Parties"),

Realizing that international cooperation in science and technology will strengthen the bonds of friendship and understanding between their peoples and will advance the state of science and technology of both countries, as well as mankind;

Sharing responsibilities for contributing to the world’s future prosperity and well being, desiring to make further efforts to strengthen their respective national research and development policies;

Considering scientific and technical cooperation is an important condition for the development of national economies and a basis for expanded trade;

Intending to strengthen their economic cooperation through specific and advanced technology applications; and

Wishing to establish dynamic and effective international cooperation between scientific organizations and individual scientists in the two countries and the other countries of the Maghreb (Algeria and Morocco);

Have agreed as follows:

ARTICLE I

 1. The purposes of the Agreement Between the Government of the United States of America and the Government of the Republic of Tunisia on Science and Technology Cooperation ("Agreement") are to strengthen scientific and technological capabilities of the Parties, to broaden and expand relations between the extensive scientific and technological communities of both countries and within the Maghreb region, and to promote scientific and technological cooperation in areas of mutual benefit for peaceful purposes.

2. The principal objectives of this cooperation are to provide opportunities to exchange ideas, information, skills, and techniques, and to collaborate on scientific and technological endeavors of mutual interest.

ARTICLE II

1. The Parties shall encourage cooperation on scientific and technological endeavors of mutual interest through exchanges of scientific and technical information; exchanges of scientists and technical experts; the convening of joint seminars and meetings; training of scientists and technical experts; the conduct of joint research projects; educational exchanges related to science, technology; establishment of science-based public-private partnerships; and other forms of scientific and technological cooperation as may be mutually agreed upon.

2. Cooperation under the Agreement shall be based on shared responsibilities and equitable contributions and benefits, commensurate with the Parties’ respective scientific and technological strengths and resources.

3. Priority will be given to collaborations which can advance common goals in science and technology; support partnerships between public and private research institutions and industry, touching on the full spectrum of science and technology issues, such as promotion of science-based decision-making, environmental and biodiversity protection, integrated watershed management, marine research, meteorology, seismology, agriculture, energy, space, health issues, biotechnology, information and communication technologies, science and technology education, and science, technology and engineering for sustainable development.

ARTICLE III

1. The Parties shall encourage and facilitate, where appropriate, the development of direct contacts and cooperation between government agencies, universities, research centers, institutions, private sector companies and other entities of the two countries and, where appropriate, of Algeria and Morocco.

2. The Government agencies and designated entities of the Parties may conclude under the Agreement implementing agreements or arrangements, as appropriate, in specific areas of science and technology. These implementing agreements or arrangements shall cover, as appropriate, topics of cooperation, procedures for transfer and use of materials, equipment and funds, and other relevant issues.

3. The Agreement is without prejudice to other science and technology agreements and arrangements between the United States and the Republic of Tunisia.

ARTICLE IV

Cooperative activities under the Agreement shall be conducted in accordance with the applicable laws, regulations, and procedures in both countries and shall be subject to the availability of funds and personnel. This Agreement does not constitute any obligation of funds by either Party.

ARTICLE V

Scientists, technical experts, government agencies and institutions of Algeria and Morocco or other third countries or international organizations may, in appropriate cases, be invited by agreement of the Parties to participate at their own expense, unless otherwise agreed, in projects and programs being carried out under the Agreement.

ARTICLE VI

1. The Parties agree to consult periodically and at the request of either Party concerning the implementation of the Agreement and the development of their cooperation in science and technology.

2. The Executive Agent for the United States shall be the Department of State; and for Tunisia, the Ministry of Higher Education, Scientific Research and Technology. The Executive Agent shall conduct administrative affairs and, as appropriate, provide oversight, guidance and coordination of activities under the Agreement.

3. Each Party shall further designate a Point of Contact for notification and approval for marine and research vessel clearances and expeditiously act upon such requests recognizing that such activities substantially advance scientific knowledge.

ARTICLE VII

1. Scientific and technological information of a non-proprietary nature resulting from cooperative activities under the Agreement, other than information which is not disclosed for commercial or industrial reasons, may be made available, unless otherwise agreed, to the world scientific community through customary channels and in accordance with domestic laws and normal procedures of the participating agencies and entities. No warranty of suitability of information exchanged under the Agreement is implied or given.

2. The treatment of intellectual property created or furnished in the course of cooperative activities under the Agreement is provided for in Annex I, which shall apply to all activities conducted under the auspices of the Agreement unless agreed otherwise by the Parties or their designees in writing.

3. Intellectual property created in the course of cooperative activities under Article V (Third Country Participation) of the Agreement shall be allocated pursuant to an intellectual property management plan developed and agreed to by the countries involved. The plan shall be developed either prior to the start of their cooperation or within a reasonable period of time period thereafter and shall consider the relative contributions of the countries and their participants, the benefits of licensing by territory or for fields of use, requirements imposed by the countries' domestic laws, and other factors deemed appropriate.

4. The treatment of security arrangements for sensitive information or equipment and unclassified export-controlled information or equipment transferred under the Agreement is provided for in Annex II, which shall apply to all activities conducted under the auspices of the Agreement unless agreed otherwise by the Parties or their designees in writing.

ARTICLE VIII

1. Each Party shall facilitate, in accordance with its laws and regulations, entry into and exit from its territory of appropriate personnel and equipment of the other Party, engaged in or used in projects and programs under the Agreement.

2. Each Party shall facilitate, as appropriate and in accordance with its laws and regulations, prompt and efficient access of persons of the other Party, participating in cooperative activities under this Agreement, to its relevant geographic areas, institutions, data, materials, and individual scientists, specialists and researchers as needed to carry out those activities.

3. Commodities acquired, including by the United States, its recipients (and subcontractors or subgrantees) or by foreign governments, that were financed with United States assistance provided for in this Agreement, shall be exempt from taxation, including value-added taxes (VAT) and customs duties, imposed by the Government of the Republic of Tunisia. The Government of the Republic of Tunisia shall provide reimbursement within 4 months from the date of assessment to the Government of the United States or its agents (including recipients) for, at a minimum VAT and customs duties that are imposed or may be subject to a withholding penalty on future U.S. assistance. Commodities include any material, article, supply, goods, or equipment.

ARTICLE IX

In the event that differences arise between the Parties with regard to the interpretation or application of the provisions of the Agreement, the Parties shall resolve them by means of negotiations and consultations.

ARTICLE X

1. The Agreement shall enter into force on the date on which the Parties have notified each other in writing that they have satisfied their legal requirements, and shall remain in force for a period of ten (10) years. It may be amended, or extended for further ten-year periods, by written agreement of the Parties.

2. The Agreement may be terminated at any time by either Party upon three (3) months written notice to the other Party.

3. Termination of the Agreement shall not effect the implementation of any cooperative activity carried out under the Agreement and not completed upon termination of the Agreement.

IN WITNESS WHEREOF, the undersigned, being duly authorized by their respective Governments, have signed this Agreement.

DONE at _________________, this _____ day of _______, ______, in duplicate, in the English and French languages, each text being equally authentic.

FOR THE GOVERNMENT
OF THE UNITED STATES
OF AMERICA:

FOR THE GOVERNMENT
OF THE REPUBLIC OF
TUNISIA:

ANNEX I

INTELLECTUAL PROPERTY
Pursuant to Article VII(2) of this Agreement:

I. GENERAL OBLIGATION
The Parties shall ensure adequate and effective protection of intellectual property created or furnished under this Agreement and relevant implementing arrangements. Rights to such intellectual property shall be allocated as provided in this Annex.

II. SCOPE
A. This Annex is applicable to all cooperative activities undertaken pursuant to this Agreement, except as otherwise specifically agreed by the Parties or their designees.

B. For purposes of this Agreement, "intellectual property" shall mean the subject matter listed in Article 2 of the Convention Establishing the World Intellectual Property Organization, done at Stockholm, July 14, 1967 and may include other subject matter as agreed by the Parties.

C. Each Party shall ensure, through contracts or other legal means with its own participants, if necessary, that the other Party can obtain the rights to intellectual property allocated in accordance with this Annex. This Annex does not otherwise alter or prejudice the allocation between a Party and its nationals, which shall be determined by that Party's laws and practices.

D. Except as otherwise provided in this Agreement, disputes concerning intellectual property arising under this Agreement shall be resolved through discussions between the concerned participating institutions, or, if necessary, the Parties or their designees. Upon mutual agreement of the Parties, a dispute shall be submitted to an arbitral tribunal for binding arbitration in accordance with the applicable rules of international law. Unless the Parties or their designees agree otherwise in writing, the arbitration rules of United Nations Commission on International Trade Law (UNCITRAL) shall govern.

E. Termination or expiration of this Agreement shall not affect rights or obligations under this Annex.

III. ALLOCATION OF RIGHTS
A. Each Party shall be entitled to a non-exclusive, irrevocable, royalty-free license in all countries to translate, reproduce, and publicly distribute scientific and technical journal articles, reports, and books directly arising from cooperation under this Agreement. All publicly distributed copies of a copyrighted work prepared under this provision shall indicate the names of the authors of the work unless an author explicitly declines to be named.

B. Rights to all forms of intellectual property, other than those rights described in paragraph IIIA above, shall be allocated as follows:

(1) Visiting researchers shall receive rights, awards, bonuses and royalties in accordance with the policies of the host institution.

(2) (a) Any intellectual property created by persons employed or sponsored by one Party under cooperative activities other than those covered by paragraph III.(B)(1) shall be owned by that Party. Intellectual property created by persons employed or sponsored by both Parties shall be jointly owned by the Parties. In addition, each creator shall be entitled to awards, bonuses and royalties in accordance with the policies of the institution employing or sponsoring that person.

(b) Unless otherwise agreed in an implementing or other arrangement, each Party shall have within its territory a right to exploit or license intellectual property created in the course of the cooperative activities.

(c) The rights of a Party outside its territory shall be determined by mutual agreement considering the relative contributions of the Parties and their participants to the cooperative activities, the degree of commitment in obtaining legal protection and licensing of the intellectual property and such other factors deemed appropriate.

(d) Notwithstanding paragraphs III.B(2)(a) and (b) above, if either Party believes that a particular project is likely to lead to or has led to the creation of intellectual property not protected by the laws of the other Party, the Parties shall immediately hold discussions to determine the allocation of rights to the intellectual property. If an agreement cannot be reached within three months of the date of the initiation of the discussions, cooperation on the project in question shall be terminated at the request of either Party. Creators of intellectual property shall nonetheless be entitled to awards, bonuses and royalties as provided in paragraph III.B(2)(a).

(e) For each invention made under any cooperative activity, the Party employing or sponsoring the inventor(s) shall disclose the invention promptly to the other Party together with any documentation and information necessary to enable the other Party to establish any rights to which it may be entitled. Either Party may ask the other Party in writing to delay publication or public disclosure of such documentation or information for the purpose of protecting its rights in the invention. Unless otherwise agreed in writing, the delay shall not exceed a period of six months from the date of disclosure by the inventing Party to the other Party.

IV. BUSINESS CONFIDENTIAL INFORMATION
In the event that information identified in a timely fashion as business-confidential is furnished or created under this Agreement, each Party and its participants shall protect such information in accordance with applicable laws, regulations, and administrative practices. Information may be identified as "business-confidential" if a person having the information may derive an economic benefit from it or may obtain a competitive advantage over those who do not have it, and the information is not generally known or publicly available from other sources, and the owner has not previously made the information available without imposing in a timely manner an obligation to keep it confidential.

ANNEX II

SECURITY OBLIGATIONS

I. PROTECTION OF SENSITIVE TECHNOLOGY
Both Parties agree that no information or equipment requiring protection in the interest of national security, defense or foreign relations and classified in accordance with its applicable national laws, regulations or directives shall be provided under this Agreement. In the event that information or equipment which is known or believed to require such protection is identified by a Party in the course of cooperative activities pursuant to this Agreement, it shall be brought immediately to the attention of the appropriate officials of the other Party. The Parties shall consult to identify and implement appropriate security measures for such information and equipment, to be agreed upon by the Parties in writing. The Parties shall, if appropriate, amend this Annex to incorporate such security measures.

II. TECHNOLOGY TRANSFER
The transfer of unclassified information or equipment between the Parties shall be in accordance with the relevant laws and regulations of the transferring Party, including the export control laws of the transferring Party. If either Party deems it necessary, detailed provisions for the prevention of unauthorized transfer or retransfer of such information or equipment shall be incorporated into the contracts or implementing arrangements. Export controlled information and equipment shall be marked to identify it as export controlled and shall be accompanied by appropriate documentation identifying any restrictions on further use or transfer of such information or equipment.

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Released by the Bureau of Near Eastern Affairs