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November 19, 2001

Whereas, the DA and USDA (the “Parties”) agree to pursue cooperative programs and exchanges in agriculture and related fields to strengthen relations between them through joint activities in accordance with this Memorandum of Agreement hereinafter referred to as “Memorandum”,

Agree as follows:

ARTICLE I
PURPOSE OF COOPERATION

This Memorandum has as its program goals the following: 1) to increase contact and collaboration among agricultural scientists and institutions of agricultural research, development, and higher learning between the two countries; 2) to provide agricultural researchers and institutions with opportunities to exchange information, ideas, skills and techniques; 3) to enhance opportunities to collaborate in solving problems of common interest relating to agriculture; and 4) to utilize special agricultural and development facilities for agricultural research.

ARTICLE II
AREAS AND SCOPE OF COOPERATION

Selected priority areas for cooperation may include, but are not limited to: animal and plant health; integrated pest management (IPM) systems; biotechnology/microbiology; collection, preservation and characterization of animal, plant, and microbial germplasm; human nutrition; sustainable agricultural production systems; plant science; soil conservation and erosion control; energy in agriculture; agricultural engineering; cooperatives; marketing, distribution and storage, and other additional fields as mutually agreed by the Parties.

To generate broad interest and increased activities, the Parties shall, by mutual agreement, involve other interested government agencies, the scientific and business communities, and private sectors of both countries in cooperative programs and exchanges in implementation of this Memorandum.

The Parties shall, by mutual agreement, encourage and facilitate direct contacts between these groups to work toward long-term cooperation in programs of research, extension, and training, and to identify potential joint ventures in agribusiness.

ARTICLE III
IMPLEMENTING ARRANGEMENTS

An Agricultural Linkage Program (ALP) shall be established pursuant to this Memorandum which will serve as the vehicle for implementing collaborative activities. All such cooperative activities shall be mutually agreed by the Parties and shall be described in and subject to individual plans of work delineating arrangements between participants that are specific for each ac

In general, cooperation will be effected by mutual agreement by the Parties, through exchange of materials and information; exchange of scientists, specialists, and trainees; organization of symposia and conferences, agricultural trade fairs and exhibitions; and joint publication of studies and reports.

The Parties shall pursue cooperative programs which will be explored and mutually agreed upon after consultation between representatives of both countries, and which will be implemented in conformity with the laws and national policies of both countries.

ARTICLE IV
JOINT COMMITTEE

A Joint Committee, headed by designated officials from both Parties; shall be formed to provide guidance, facilitate cooperation, and review progress of activities. The Joint Committee shall have three (3) members representing the agricultural science and technology community of each country, who will serve for three (3) years. The designating official for the United States will be the Administrator of the Foreign Agricultural Service (FAS) of USDA. The designating official for the Philippines will be the Secretary of DA. The Joint Committee shall meet once every two (2) years, alternately in the United States and the Philippines, as mutually agreed by the Parties.

Each Party shall designate a Program Coordinator responsible for coordinating and monitoring the activities carried out under this Memorandum. The Program Coordinators shall be permanent members of the Joint Committee. During interim years, the respective Program Coordinators shall meet periodically, at times and places of their own choosing , to review and adjust ASP priorities and coordinate administrative details of the program.

ARTICLE V
FINANCING

Each Party shall be responsible for the costs of its own participation, including appropriate kinds of insurance, subject to the availability of appropriate funds. Expenses related to the activities carried out under this Memorandum shall conform to the aforementioned individual plans of work, and each country shall comply with its domestic laws and regulations.

ARTICLE VI
COORDINATING OFFICES

Under this Memorandum, the designated coordinating offices will be International Cooperation and Development (ICD) for the United States, and the Office of the Secretary of the Department of Agriculture for the Philippines.

ARTICLE VII
TREATMENT OF INTELLECTUAL PROPERTY

Intellectual property created or furnished in the course of activities under this Memorandum, and business-confidential information exchanged, shall be governed by the provisions of Annex A, Intellectual Property, which forms an integral part of this Memorandum.

ARTICLE VIII
OTHER AGREEMENTS

Nothing in this Memorandum shall be interpreted to prejudice or modify any existing understandings or agreements between the Parties.

ARTICLE IX
ENTRY INTO FORCE, AMENDMENTS, VALIDITY AND TERMINATION

This Memorandum shall enter into force on the date written notification by the Department of Agriculture of the Philippines indicating compliance with its domestic requirements for its entry into force.

Either Party may request in writing, through diplomatic channels, to amend or modify this Memorandum. Any amendment mutually agreed upon shall enter into force in accordance with the preceding paragraph.

This Memorandum shall remain in force for five (5) years, unless terminated earlier by either Party upon six (6) months written notice to the other Party. The termination of this Memorandum shall not affect the implementation of ongoing programs and activities, which have been agreed upon while the same was in force.

Done at Washington, D.C., this nineteenth day of November 2001

ANNEX A

INTELLECTUAL PROPERTY

Pursuant to Article VII of this Memorandum:

The Parties shall ensure adequate and effective protection of intellectual property created or furnished under this Memorandum and relevant implementing arrangements. The Parties agree to notify one another in a timely fashion of any inventions or copyrighted works arising under this Memorandum and to seek protection for such intellectual property in a timely fashion. Rights to such intellectual property shall be allocated as provided in this Annex.

I. SCOPE

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

B. For purposes of this Memorandum, “intellectual property” shall have the meaning found in Article 2 of the Convention Establishing the World Intellectual Property Organization, done at Stockholm, July 14, 1967.

C. This Annex addresses the allocation of rights, interests and royalties between the Parties. Each Party shall ensure that the other Party can obtain the rights to intellectual property allocated in accordance with the Annex, by obtaining those rights from its own participants through contracts or other legal means, if necessary. 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. Disputes concerning intellectual property arising under this Memorandum should 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 on UNCITRAL shall govern.

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

II. 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 Memorandum. 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 Section II (A) above, shall be allocated as follows:

1. Visiting researchers, for example, scientists visiting primarily in furtherance of their education, shall receive intellectual property rights under the policies of the host institution. In addition, each visiting researcher named as an investors shall be entitled to share in a portion of any royalties earned by the host institution from the licensing of such intellectual property.

2 (a) For intellectual property created during joint research, for example, when the Parties, participating institutions, or participating personnel have agreed in advance on the scope of work, each Party shall be entitled to obtain all rights and interests in its own territory. Rights and interests in third countries will be determined in implementing arrangements. If research is not designated as “joint research” in the relevant implementing arrangement, rights to intellectual property arising from the research will be allocated in accordance with paragraph IIB1. In addition, each person named as an investor shall be entitled to share in a portion of any royalties earned by either institution from the licensing of the property.

(b) Notwithstanding paragraph IIB2 (a), if a type of intellectual property is available under the laws of one Party but not the other Party, the Party whose laws provide for this type of protection shall be entitled to all rights and interests worldwide. Persons named as investors of the property shall nonetheless be entitled to royalties as provided in paragraph IIB2(a).

III. BUSINESS-CONFIDENTIAL INFORMATION

In the event that information identified in a timely fashion as business-confidential is furnished or created under the Memorandum, each Party and its participants shall protect each information in accordance with applicable laws, regulations, and administrative practice. 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, 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.