TREATIES AND OTHER INTERNATIONAL ACTS SERIES 10-909 

________________________________________________________________________ 

SCIENTIFIC COOPERATION 

 Agreement Between the 

UNITED STATES OF AMERICA 

and NEW ZEALAND 

Signed at Washington January 8, 2010 

with 

Annex 
 NOTE BY THE DEPARTMENT OF STATE 

 Pursuant to Public Law 89—497, approved July 8, 1966 

(80 Stat. 271; 1 U.S.C. 113)—

“. . .the Treaties and Other International Acts Series issued 

under the authority of the Secretary of State shall be competent 

 evidence . . . of the treaties, international agreements other than 

treaties, and proclamations by the President of such treaties and 

international agreements other than treaties, as the case may be, 

therein contained, in all the courts of law and equity and of maritime 

jurisdiction, and in all the tribunals and public offices of the 

United States, and of the several States, without any further proof 

or authentication thereof.” 
NEW ZEALAND 

Scientific Cooperation 

 Agreement signed at Washington January 8, 2010; 

 Entered into force September 9, 2010. 

 With annex. 

 
AGREEMENT

BETWEEN

THE GOVERNMENT OF THE UNITED STATES OF AMERICA

AND

THE GOVERNMENT OF NEW ZEALAND

ON

SCIENCE AND TECHNOLOGY COOPERATION

CONTRIBUTING TO

DOMESTIC AND EXTERNAL SECURITY CAPABILITIES

THE GOVERNMENT OF THE UNITED STATES OF AMERICA AND THE

GOVERNMENT OF NEW ZEALAND (hereinafter referred to as the "Parties"):

HAVING a mutual interest in research and development relating to domestic and

external security matters;

SEEKING to make the best use of their respective research and technology

development capacities, eliminate unnecessary duplication of work and obtain the

most efficient and cost effective results through cooperative activities;

DESIRING to increase the exchanges of information and personnel in areas

pertinent to the identification of all hazards affecting domestic and external

security threats and countermeasures and the development of technical standards,

operational procedures, and supporting methodologies that govern the use of

relevant technologies;

STRESSING that physical and cyber-based critical infrastructure and key

resources and other domestic and external security capabilities, both governmental

and private, are essential to the operation and security of the Parties' respective

economies and governments;

NOTING that the Parties' economies are increasingly interdependent, and that

infrastructure protection and domestic and external security, including transport

security, are of paramount concern to the Parties' respective governments;
BEING AWARE of research, development, testing, evaluation, development of

technical standards and operations in both countries in chemical, biological,

radiological, nuclear and explosive countermeasures and in other areas that could

enhance domestic and external security;

NOTING the important work accomplished under the Agreement between the

Government of the United States of America and the Government of New Zealand

for Scientific and Technological Cooperation, done at Washington on May 21,

1991;

RECOGNIZING a common desire to:

• expand the domestic and external security technology capabilities of each

Party;

• minimise unnecessary duplication of work;

• obtain more efficient and cost-effective results; and

• adapt more flexibly to the dynamic threat and all hazard environment

through cooperative activities that are mutually beneficial and that relate to the

application of state-of-the-art and emerging security technologies, making best

use of the Parties' respective research, development, and testing and evaluation

capacities;

AFFIRMING a common interest in enhancing the longstanding collaborative

efforts of the Parties' respective agencies, private sector and governmental

organizations, and academic institutions in generating scientific and technological

solutions to counter threats, reduce vulnerabilities, and respond to and recover

from incidents and emergencies in those areas having the potential for causing

significant security, economic, and social impacts; and

DESIRING to set forth a vehicle for the conduct of cooperative scientific and

technological research, development, testing and evaluation in the field of

domestic and external security;

HAVE AGREED as follows:

ARTICLE 1 

Definitions

For purposes of this Agreement between the Government of the United States of

America and the Government of New Zealand on Science and Technology

Cooperation contributing to Domestic and External Security Capabilities (the

"Agreement"), the Parties have adopted the following definitions:

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Agreement Director

Classified Information

Contract

Contracting Agency

Contractor

Controlled Unclassified

Information

Has the meaning given to it in Article 5

(Management) of this Agreement.

Has the meaning given to it in Section IV of Annex I

(Intellectual Property Rights) to this Agreement.

A Contract that requires, or will require, access to

Classified Information by a Contractor or by its

employees in the performance of a Contract.

Official information that requires protection for

national security, law enforcement, domestic security,

or other reasons and is so designated by the

application of the appropriate security classification

markings in accordance with the national laws,

regulations, policies, or directives of either Party. It

may be stored in any form or medium whatsoever,

including, but not limited to, oral, visual, magnetic,

electronic, or documentary form, or in the form of

Equipment and Material or technology. Classified

Information shall have the same meaning as that in

the General Security of Information Agreement of

1952, as amended.

Any mutually binding legal relationship under the laws

of either Party that obligates a Contractor to furnish

supplies or services in relation to a Project

Arrangement.

Any entity within the government organization or any

governmental entity of a Party that has authority to

enter into, administer, and/or terminate contracts.

Any entity awarded a Contract by, or entering into a

Contract with, a Party in relation to a Project

Arrangement.

Information that is not deemed to be Classified

Information in the United States, but to which access

or distribution limitations have been applied in

accordance with national laws, regulations, policies,

or directives of either Party. Whether the information

is provided or generated under this Agreement, it will

be marked to identify its sensitive character. This

Business Confidential

Information

Classified Contract

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Cooperative Activity

definition includes, but is not limited to, information

marked "Sensitive Homeland Security Information,"

"Sensitive Security Information," "For Official Use

Only," "Law Enforcement Sensitive Information,"

"Protected Critical Infrastructure Information,"

"Restricted," "Trusted Information Sharing Network

for Critical Infrastructure Protection (TISN) In

Confidence," "In Confidence," and "Sensitive."

Controlled Unclassified Information may include

Business Confidential Information.

Any form of activity described in Article 7 (Forms of

Cooperative Activity) of this Agreement on which the

Parties agree to cooperate to achieve the objectives of

this Agreement. Such activity will normally take the

form of a Project.

Critical Infrastructure and Governmental and/or private activities or sectors that

Key Resources are identified by each Party in its laws, executive

orders, directives or policies as "Critical Infrastructure

and Key Resources."

Designated Security

Authority (DSA)

Domestic and External

Security

Equipment and Material

General Security of

Information Agreement

The government authority responsible for the

development of policies and procedures governing

security of Classified or Controlled Unclassified

Information covered by this Agreement.

Refer to a concerted national effort to prepare for,

protect against, prevent, respond to, and recover from

all hazards, including terrorism, through actions such

as, but not limited to, border and transport security,

law enforcement, protection of critical infrastructure

and key resources and emergency management.

Material shall encompass everything regardless of its

physical character or makeup including documents,

writing, hardware, equipment, machinery, apparatus,

devices, models, photographs, recordings,

reproductions, notes, sketches, plans, prototypes,

designs, configurations, maps and letters, as well as

all other products, substances or material from which

information can be derived.

Security of Information Agreement between the

United States Secretary of Defense and the New

Zealand Minister of Defence of September 2 1952, as

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Intellectual Property

Participant

amended by the Exchange of Notes between the

Government of the United States of America and the

Government of New Zealand concerning the Safeguarding of Classified Information of 1961 and the

Exchange of Notes constituting an Understanding,

adding to the Annex of General Security Procedures

contained in the Exchange of Notes of November 17,

1961; of 1982.

Has the meaning given 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.

Any non-federal (in the case of the United States) or

non-central (in the case of New Zealand) government

person or entity, including but not limited to a private

sector organization, academic institution, or

laboratory (or subsidiary thereot) engaged in

Cooperative Activity in accordance with Article 9

( Participants).

Personnel Security a. A certification provided by one of the Parties

Clearance Assurance concerning the level of personnel security

(PSCA) clearance held by an individual who is

employed by a government agency or by a

Contractor under the jurisdiction of one of the

Parties.

b. A statement provided by the DSA of an

individual's country of citizenship concerning

that individual's eligibility for a personnel

security clearance at a level specified by the

requesting Party for individuals who are

citizens of one Party but are to be employed

by the other Party or its Contractors.

Project A specific form of Cooperative Activity described in

Article 8 (Projects).

Project Arrangement The instrument setting out the scope of any Project to

be carried out by the Parties described in Article 8

(Projects).

Project Background Any information furnished to a Project regardless of

Information form or type, including that of a scientific, technical,

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Project Development

Project Foreground

Information

Receiving Party

business, or financial nature, and including

photographs, reports, manuals, threat data,

experimental data, test data, designs, specifications,

processes, techniques, inventions, software, source

code, drawings, technical writings, sound recordings,

pictorial representations, and other graphical

presentations; whether in magnetic tape, electronic

media, computer memory, or any other form and

whether or not subject to intellectual property

protections.

That stage of a Project during which Project

Foreground Information arises through the

development of technologies, prototype equipment

and other activities included in a Project.

Any information created in a Project, regardless of

form or type, including that of a scientific, technical,

business, or financial nature, and including

photographs, reports, manuals, threat data,

experimental data, test data, designs, specifications,

processes, techniques, inventions, software, source

code, drawings, technical writings, sound recordings,

pictorial representations, and other graphical

presentations; whether in magnetic tape, electronic

media, computer memory, or any other form and

whether or not subject to intellectual property

protections.

The Party to which Classified Information is

transferred.

Research, Development, Programs and activities, including basic research,

Testing and Evaluation applied research, advanced technology development,

(RDT&E) proof of principle, verification, validation, and

development of technical standards of the Parties

and/or Participants that seek to identify, develop, and

implement technological and analytical solutions,

tools and techniques to address the domestic and

external security capability needs of each Party.

Sending Party The Party that originates and/or transfers Classified

Information to the Receiving Party.

Sponsorship A written agreement between a Participant, including

Arrangement a Contractor, and a Party where the Party engages the

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Technology

Management Plan

Third Party

Transport Security

Participant to carry out work on its behalf relating to

Cooperative Activity.

A specific component of the Project Arrangement

jointly developed by the Parties in which they agree

on how Project Background and Foreground

Information will be handled, and which will discuss

among other things, the rights of the Parties and their

Contractors and Participants concerning Intellectual

Property created under this Agreement, including how

any royalties shall be shared, where such Intellectual

Property shall be protected, and who shall be

responsible for obtaining that protection and granting

licenses.

Any entity or person who is neither a Party to this

Agreement nor a Participant in any of its Cooperative

Activities.

Includes aviation, maritime, surface transport,

offshore oil and gas and supply chain security

measures that contribute to attaining and maintaining

a more secure transport sector against the threat of

terrorism and other unlawful acts.

ARTICLE 2

Objective

The objective of this Agreement is to establish a framework to encourage, develop

and facilitate bilateral Cooperative Activity in science and technology that contributes

to the domestic and external security capabilities of both Parties in:

a) the prevention and detection of, response to, and forensics and attribution

applied to, terrorist or other domestic and external security threats,

hazards, and indicators;

b) the promotion and development of Transport Security, including through

administrative and operational Cooperative Activities;

c) the protection of Critical Infrastructure and Key Resources; and

d) crisis response, consequence management, and mitigation for highconsequence events.
ARTICLE 3 

Means of Achieving Objectives

1. The Parties shall seek to achieve the objectives set out in Article 2 (Objective)

by means which may include, but are not limited to:

a) facilitating a systematic exchange of technologies, personnel, and

information derived from or applied to similar and complementary

operational Research, Development, Testing and Evaluation;

b) collaborating to develop technologies and prototype systems that assist in

countering present and anticipated terrorist actions in their respective

territories and other domestic and external security threats that satisfy their

common strategic interests and requirements;

c) integrating or adapting the domestic and external security technologies of

each Party to save development costs;

d) conducting evaluation and testing of prototype domestic and external

security technologies;

e) developing an approach to identify shared priorities, including in areas of

research for Cooperative Activity;

0 ensuring consistent and appropriate measures of effectiveness by

development and implementation of appropriate standards and supporting

test protocols and methodologies;

g) involving, as appropriate, a wide range of public and private sector

research and development organizations in Cooperative Activity

developed pursuant to this Agreement;

h) providing reciprocal opportunities to engage in Cooperative Activity, with

shared responsibilities and contributions, which are commensurate with

the Parties' or the Participants' respective resources;

i) providing comparable access to government-sponsored or governmentsupported programs and facilities for visiting researchers and experts, and

comparable access to and exchange of information and Equipment and

Material;

j) facilitating prompt exchange of information and Equipment and Material,

which may affect Cooperative Activity, and facilitating the dissemination

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of information and Equipment and Material, consistent with applicable

national laws, regulations, policies and directives; and

k) utilizing and applying Project Foreground Information derived from

Cooperative Activity to benefit both Parties.

2. All activities of the Parties pursuant to this Agreement shall be carried out in

accordance with their national laws and regulations.

ARTICLE 4

Executive Agents

1. The Under Secretary of Science and Technology of the United States

Department of Homeland Security is the primary official within the

Government of the United States with responsibility for executive oversight of

Cooperative Activity, as defined in this Agreement, for the United States and

is hereby designated as the "U.S. Executive Agent" responsible for the

administration of this Agreement. The duties of the U.S. Executive Agent

may be delegated to other officials within the Department of Homeland

Security.

2. The Deputy Secretary of the New Zealand Ministry of Foreign Affairs and

Trade is the primary official within the Government of New Zealand with

responsibility for executive oversight of Cooperative Activity for New

Zealand and is hereby designated as the "New Zealand Executive Agent"

responsible for the administration of this Agreement. The duties of the New

Zealand Executive Agent may be performed on his or her behalf by the

Director of the Americas Division of the Ministry of Foreign Affairs and

Trade.

3. Prior to undertaking Cooperative Activity (including any Project) under this

Agreement, the Parties shall agree in writing upon the nature, scope, and

duration of the Cooperative Activity.

4. Where, because of changes in the administrative arrangements for either

Party, responsibility for the oversight of this Agreement is no longer held by

those currently designated as "U.S. Executive Agent" or "New Zealand

Executive Agent", the relevant Party shall provide the other Party in writing

with the details of its new Executive Agent without requiring amendment to

this Agreement.

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ARTICLE 5

Management

1. The Executive Agents shall appoint Agreement Directors who shall be

responsible for the day-to-day management of this Agreement and its

Cooperative Activities. In addition the Agreement Directors shall be

responsible for:

a) promoting Cooperative Activity under this Agreement;

b) managing activities carried out under this Agreement and its Projects and

exercising technical and financial oversight;

c) serving as a repository for any and all documentation that is generated

pursuant to this Agreement, including Project Arrangements and any

annexes thereto;

d) monitoring the overall use and effectiveness of this Agreement;

e) recommending amendments to this Agreement to the Parties;

f) resolving issues arising under this Agreement;

g) authorizing involvement by Participants in Cooperative Activities

pursuant to this Agreement;

h) establishing and maintaining security guidelines, including but not limited

to procedures related to exchange, storage, and transmission of

information and equivalent security markings to be applied to exchanged

information in accordance with Article 12 (Information Security);

i) ensuring that any requirements to exchange Classified Information in

connection with any Project are fully identified in advance and specifically

agreed to prior to the conclusion of any Project Arrangement;

j) developing and maintaining an outline of the Cooperative Activities and

their associated costs; and

k) developing and maintaining a strategic plan setting out the objectives of

the Cooperative Activities being carried out at any given time and the

Parties' intentions for future cooperation.

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2. The Agreement Directors shall meet at least annually to review

implementation of the Agreement and at such other times as they consider

necessary to implement this Agreement. The Agreement Directors shall be

responsible for coordinating with other coordination bodies established by the

Parties.

ARTICLE 6

Areas of Cooperative Activity

1. The Parties shall facilitate Cooperative Activity in broad areas related to

domestic and external security. Areas of Cooperative Activity may include,

but are not limited to:

a) development and implementation of all hazard, threat, and vulnerability

assessments, interdependency analyses, and methodologies related to

potential hazards and threats to domestic and external security;

b) assessment and evaluation of prior operational experience for the purpose of

articulating operational deficiencies into definable technical requirements

and appropriate standards and supporting methodologies;

c) integration of existing technologies for use in surveillance and detection in

support of permissible domestic and external security activities, or in

defense against terrorism and other domestic and external threats and

hazards;

d) research and development of technologies and systems to meet user

requirements, capability gaps, or national needs;

e) testing and evaluation of specific prototype systems for domestic and

external security applications in both laboratory environments and real or

simulated operational settings. This includes technologies associated with

enhanced detection and monitoring of potential terrorist activities and those

associated with recovery and reconstitution of damaged or compromised

systems;

f) preparation of detailed final test reports to allow either Party or its

Participants to evaluate follow-on efforts individually or to allow the

transition of successful prototypes into operational deployments;

g) 

system protection (including protection of automated infrastructure control

systems) and information assurance (including protecting the integrity of

data and information in control systems);

i1
h) reciprocal education, training, and exchange of scientific and technical

personnel, and exchange of Equipment and Material in science and

technology areas including Research, Development, Testing and Evaluation;

i) development and exchange of best practices, standards, and guidelines ; and

j) 

commercialization and other exploitation of Project Foreground Information

and any resulting Equipment and Material developed through Cooperative

Activity to achieve the effective transition of technology from the research

and development environment to the operational environment.

ARTICLE 7

Forms of Cooperative Activity

Cooperation under this Agreement may include, but is not limited to, any of the

following:

a) coordinated research Projects and joint research Projects;

b) joint task forces to examine emergent domestic and external security

challenges;

c) joint studies and scientific or technical demonstrations;

d) joint organization of field exercises, scientific seminars, conferences,

symposia, and workshops;

e) training of scientists and technical experts;

0 visits and exchanges of scientists, engineers, or other appropriate

personnel;

g) exchanges or sharing of information and Equipment and Material;

h) exchange of information on practices, laws, regulations, standards,

methods, and programs relevant to cooperation under this Agreement;

i) joint use of laboratory facilities and Equipment and Material, for

conducting scientific and technological activities including Research,

Development, Testing and Evaluation; and

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j) joint management of the commercialisation and exploitation of Equipment

and Material and Project Foreground Information developed through

Cooperative Activity.

ARTICLE 8

Projects

1. Cooperative Activity under this Agreement shall normally be implemented in

the form of Projects to be conducted pursuant to Project Arrangements.

2. Project Arrangements shall ordinarily contain the following terms and

conditions for each Project:

a) its nature;

b) its scope;

c) its duration;

d) the manner in which it will be funded;

e) specific details of any transfer of Equipment and Material and the identity

of personnel and/or organizations, if any, to be committed to the Project;

I) Project Background Information to be used in the Project;

g) any specific provisions for terminating Participant involvement;

h) whether the use of Classified Information will be required;

i) any safety measures to be followed, including, where appropriate, specific

procedures for dealing with hazardous or dangerous material;

j) any applicable cost sharing provisions;

k) any applicable cost ceiling;

1) currency variation arrangements;

m) any necessary technical annexes;

n) the allocation of responsibility for any taxes, duties or other government

charges that may arise;

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o) provisions addressing the national law that shall apply to Contracts made

in relation to the Project Arrangement;

I)) a Technology Management Plan containing details concerning the sharing,

allocation and protection and/or benefits derived from the creation, use or

exploitation of Intellectual Property under the Project, including any

restrictions on third party sales or transfers;

q) any other consistent terms and conditions necessary to ensure the required

development of the Project

3. Project Arrangements are subject to the provisions of this Agreement. In the

case of any inconsistency, the terms of this Agreement shall prevail.

ARTICLE 9

Participants

1. Subject to the provisions of this Article, a Party may engage a Participant to

carry out work relating to Cooperative Activity on its behalf. The engagement

of any Participant in the implementation of any Cooperative Activity shall

require the non-sponsoring Party's prior review and written approval.

2. Before engaging a Participant to carry out work, a Party must enter into a

Sponsorship Arrangement unless such an agreement already exists that can

support Cooperative Activities pursuant to this Agreement.

3. The Party engaging a Participant shall ensure that the Participant agrees to:

a) carry out any work relating to Cooperative Activity in accordance with the

terms of this Agreement; and

b) report to that Party's Agreement Director on a periodic basis.

4. The Parties' Agreement Directors shall jointly determine the frequency and

scope of the reporting requirement referred to in paragraph 3(b) of this

Article.

5. In the event that a question arises with respect to a Participant and/or its

activities under this Agreement, the Parties shall consult to consider the

Participant's role in Cooperative Activity. If either Party objects to a

Participant's continued participation and requests its termination, the Party

that sponsored the Participant shall give the request sympathetic

consideration, including as to the consequences of terminating the

Participant's participation.

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6. Nothing in this Agreement or any Project Arrangement precludes a Party who

has sponsored a Participant from suspending its own Participant's activities or

replacing the Participant in one or more of its Project Arrangements.

ARTICLE 10

Contracting

1. The Parties shall ensure that Project Arrangements are supported by Contracts

where necessary or appropriate. The Contracts may be formed between the

Parties and their Participants, or the Contracts may be formed amongst the

Participants, where appropriate.

2. All Contracts made pursuant to Project Arrangements shall include terms and

conditions equivalent to the provisions of this Agreement, the relevant Project

Arrangements, and their associated Technology Management Plans. Without

limiting the foregoing, each Party or its Contracting Agency shall negotiate to

obtain the rights for both Parties to use and disclose Project Foreground

Information as specified in Article 13 (Intellectual Property Management and

Use of Information) and to obtain the rights contained in Article 14

(Publication of Research Results) unless the other Party agrees in writing that

they are unnecessary in a particular case, and each Party's Contracting Agency

shall insert into its Contracts, and require its contractors and subcontractors to

insert in subcontracts, suitable provisions to satisfy Article 12 (Information

Security), Article 13 (Intellectual Property Management and Use of

Information), Article 14 (Publication of Research Results) and Article 17

(Third Party Sales and Transfers).

ARTICLE 11 

Finance

1. Subject to the availability of funds and to the provisions of this Article, each

Party shall bear its own costs of discharging its responsibilities under this

Agreement and its associated Project Arrangements.

2. Except as provided in paragraph 1 of this Article, this Agreement creates no

standing financial commitments.

3. Notwithstanding paragraph 1 of this Article, the Parties may agree to share

costs for Cooperative Activity. Detailed descriptions of the financial

provisions for Cooperative Activity, including the total cost of the activity and

each Party's cost share, shall be agreed between the Parties in Project

Arrangements in accordance with paragraph 4 of this Article.

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4. At the commencement of each Project, the Parties shall establish the equitable

share of the total costs, including overhead costs and administrative costs.

They shall also establish a cost target, a cost ceiling, and the apportionment of

potential liability to be borne by each Party in the Project. In determining

each Party's equitable share of total costs, the Parties may take into account:

a) funds provided by one Party to the other for work under this Agreement

("financial contributions");

b) material, personnel, use of Equipment and Material and facilities provided

for the performance of work under this Agreement ("non-financial

contributions") to directly support Agreement efforts. The Parties also

recognize that prior work can constitute a non-financial contribution; and

c) the ownership of Project Background Information utilized in the Project.

5. The following costs shall be borne entirely by the Party incurring the costs and

are not included in the cost target, cost ceiling, or Project costs:

a) costs associated with any unique national requirements identified by a

Party; and/or

b) any costs not expressly stated as shared costs or any costs that are outside

the scope of this Agreement.

6. A Party shall promptly notify the other if available funds are not adequate to

undertake activities arising as a result of this Agreement. If a Party notifies the

other that it is terminating or reducing its funding for a Project, both Parties

shall immediately consult with a view toward continuation on a changed or

reduced basis. If this is not acceptable to both Parties, the respective rights and

responsibilities of the Parties (and Participants) under Article 12 (Information

Security), Article 13 (Intellectual Property Management and Use of

Information) and Article 14 (Publication of Research Results) shall continue

notwithstanding the termination or expiration of the Project.

7. Prior to the commencement of each Project, the Parties shall jointly develop a

Technology Management Plan.

8. Each Party shall be responsible for any audit of its activities in support of

Cooperative Activity, including the activities of any of its Participants. Each

Party's audits shall be in accordance with its own national practices. For

Project Arrangements where funds are transferred from one Party to the other

Party, the receiving Party shall be responsible for the internal audit regarding

administration of the other Party's funds in accordance with national practices.

Audit reports of such funds shall be promptly made available by the receiving

Party to the other.

9. The U.S. dollar shall be the reference currency for this Agreement, and the

fiscal year for any Project shall be the U.S. fiscal year.

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ARTICLE 12

Information Security

1. All exchanges of information and Equipment and Material, including

Classified Information, between the Parties and between Parties and

Participants, shall be carried out in accordance with the applicable laws and

regulations of the Parties, including those relating to the unauthorized transfer

or re-transfer of such information and Equipment and Material.

The transfer of technical data for the purpose of discharging the Parties'

obligations with regard to interface, integration, and safety shall normally be

made without restriction, except as required by national laws and regulations

relating to export control or the control of classified data. If design,

manufacturing, and processing data, and associated software, which is

business confidential but not export controlled, is necessary for interface,

integration, or safety purposes, the transfer shall be made and the data and

associated software shall be appropriately marked.

All information, Equipment and Material subject to export controls shall not

be transferred pursuant to this Agreement unless such transfers are compliant

with the originating Party's export control laws, regulations and policies.

2. Classified Information:

a) All Classified Information provided or generated pursuant to this

Agreement and any of its Project Arrangements shall be stored, handled,

transmitted, and safeguarded in accordance with the General Security of

Information Agreement. The Parties shall agree on any implementing

security arrangements that are deemed necessary. Prior to the sharing of

Classified Information, the providing Party will ensure that the

information is properly marked and that the receiving Party is aware of the

pending transfer.

b) The Parties shall appoint a DSA to establish implementing security

arrangements and procedures consistent with this Agreement.

c) Each Party shall ensure that access to Classified Information is limited to

those persons who possess requisite security clearances and have a specific

need for access to the Classified Information in order to participate in

Cooperative Activity established pursuant to this Agreement.

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d) Each Party shall ensure that it incorporates the provisions of this Article

into Project Arrangements. In addition, if either Party deems it necessary,

Project Arrangements shall include:

i) detailed provisions dealing with the prevention of unauthorized

transfer or re-transfer of information and Equipment and Material;

and/or

ii) detailed distribution and access restrictions on information and

Equipment and Material.

e) Each Party shall take all necessary lawful steps available to it to ensure

that Classified Information provided or generated pursuant to this

Agreement is protected from disclosure, unless the other Party consents to

such disclosure.

0 Any declassification of any joint Project Foreground Information must be

agreed upon by both Parties prior to declassification.

g) Classified Information shall be transferred only through official

government-to-government channels or through channels approved by

both Parties. Such Classified Information shall be given the equivalent

level of classification in the country of receipt as it was given in the

country of origin and shall be marked with a legend containing the country

of origin, the conditions of release, and the fact that the information relates

to this Agreement.

h) The Parties shall investigate all cases in which it is known or where there

are reasonable grounds for suspecting that Classified Information provided

or generated pursuant to this Agreement has been lost or disclosed to

unauthorized persons. Each Party shall promptly and fully inform the other

of the details of any such occurrences, and of the final results of the

investigation and of the corrective action taken to preclude recurrences.

i) Unless both Parties agree in writing that it is unnecessary in a particular

case, Contractors, prospective Contractors, subcontractors, or private

sector Participants that are determined by either Party to be under

financial, administrative, policy or management control of nationals or

entities of any country that is not a Party to this Agreement may only

participate in a Contract or subcontract requiring access to Classified

Information that has been classified on grounds of national security if

enforceable measures are in effect to ensure that the nationals or entities of

that country do not have access to such Classified Information.

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j) Information or Equipment and Material provided or generated pursuant to

this Agreement may not be classified any higher than the "TOP SECRET"

level.

3. Controlled Unclassified Information: The nature and amount of the Controlled

Unclassified Information to be acquired and disseminated pursuant to this

Agreement shall be consistent with the objectives of this Agreement and the

following guidelines and procedures:

a) Controlled Unclassified Information shall be used by the receiving Party

only for the purposes directly related to Cooperative Activity conducted

pursuant to this Agreement;

b) access to Controlled Unclassified Information shall be limited to those

personnel of the receiving Party whose access is necessary for the

permitted use under this Agreement;

c) all necessary lawful steps shall be taken, which may include national

classification where appropriate, to keep Controlled Unclassified

Information free from unauthorized disclosure, including requests under

any public access provisions;

d) Controlled Unclassified Information provided under this Agreement is to

be marked by the Party providing it with a legend containing the country

of origin, the conditions of release, the fact that it relates to this Agreement

and a statement to the effect that access to the information is controlled;

and

e) Controlled Unclassified Information provided or generated pursuant to this

Agreement shall be stored, handled, and transmitted in a manner that

ensures proper control. Prior to authorizing the release of Controlled

Unclassified Information to any Participant, the authorizing Party shall

ensure the Participant is legally required to control such information in

accordance with the provisions of this Article.

4. Business Confidential Information:

a) Each Party shall safeguard and protect identified Business Confidential

Information that is furnished or is created pursuant to this Agreement in

accordance with Annex I to this Agreement. The receiving Party shall

maintain security over such items, and they shall not be retransferred

without the authority of the government that provided such items.

b) The Parties shall ensure that any Participants are legally required to

control and safeguard Business Confidential Information in accordance

with this Agreement.

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ARTICLE 13

Intellectual Property Management and Use of Information

1. General: Both Parties recognize that successful collaboration depends on full

and prompt exchange of information necessary for carrying out Cooperative

Activities. The Parties intend to acquire sufficient Project Background

Information and/or rights to use such information to enable the development

of technologies, prototype equipment, and other activities included in a

Project. The nature and amount of information to be acquired and disclosed

shall be consistent with this Agreement and the terms of individual Project

Arrangements.

2. Exploitation: Issues related to the management of Project Background

Information and Project Foreground Information, including the allocation of

any benefits (including royalties) derived from the creation and exploitation of

Intellectual Property in Project Foreground Information in respect of

Cooperative Activities under this Agreement shall be governed by the Articles

of this Agreement, including the provisions of Annex Ito this Agreement, and

any Technology Management Plans associated with a Project.

3. Government Furnished Project Background Information:

a) Disclosure: Unless a Project Arrangement provides otherwise, each Party

shall disclose to the other Project Background Information in its

possession or control, provided that:

(i) the Project Background Information is necessary to or useful in

the implementation of a proposed or existing Project established

pursuant to this Agreement. The Party in possession or control of

the information shall determine whether it is "necessary to" or

"useful in" establishing new Projects or implementing existing

ones;

(ii) the Project Background Information shall be made available

without adversely affecting the rights of holders of Intellectual

Property or Business Confidential Information; and

(iii) disclosure is consistent with national disclosure policies, laws,

and regulations of the furnishing Party.

b) Use: Unless a Project Arrangement provides otherwise, Government

Furnished Project Background Information disclosed by one Party to the

other may be used without charge by the other Party for Project

Development purposes only; and the furnishing Party shall retain all its

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rights with respect to such Government Furnished Project Background

Information. Where the use of Government Furnished Project Background

Information is necessary to enable the use of Project Foreground

Information, such Government Furnished Project Background Information

may be used by the receiving Party for domestic and external security

purposes, upon agreement of the Parties and in accordance with applicable

laws and regulations.

4. Participant Furnished Project Background Information:

a) Disclosure: Unless a Project Arrangement provides otherwise, Project

Background Information furnished by a Participant sponsored by one

Party shall be made available to the other Party provided the following

conditions are met:

(i) the Project Background Information is necessary to or useful in

the Arrangement. The Party in possession or having control of

the information shall determine whether it is "necessary to" or

"useful in" a Project;

(ii) the Project Background Information may be made available

without adversely affecting the rights of holders of Business

Confidential Information or Intellectual Property; and

(iii) disclosure is consistent with national disclosure policies, laws,

and regulations of the furnishing Party.

b) Use: Project Background Information furnished by Participants may be

subject to restrictions by holders of Intellectual Property. In the event that

it is not subject to restrictions preventing its use, it may only be used by

the Parties for Project Development purposes. If a Party wants to use

Participant Furnished Project Background Information for purposes other

than Project Development, (which other purposes shall include, without

limitation, sales and licences to Third Parties), then the requesting Party

must obtain any required licenses from the owner or owners of the rights

to that information.

5 Project Foreground Information:

Project Foreground Information may be commercialised where appropriate, in

which case benefits derived from the utilisation and application of such

information shall be distributed according to the relative contributions of the

Parties to the Project, the cost of commercialisation, the degree of

commitment of the Parties to obtaining legal protection of Intellectual

Property, and such other factors as are deemed appropriate, as determined in a

Technology Management Plan. Intellectual Property rights in Project

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Foreground Information shall be allocated as provided in Annex I to this

Agreement.

ARTICLE 14

Publication of Research Results

1. The Parties agree that the provisions of paragraph A of Section III of Annex I

to this Agreement shall apply to the publication of any research results created

under this Agreement.

2. Publication Review: The Parties agree that publication of the results may be

one of the goals of this Agreement, to stimulate further research in the public

or private sector. In order to protect the rights of the Parties, including to

avoid prejudice to the holders of Intellectual Property and Business

Confidential Information, each Party shall transmit to the other for its review

any material containing such results and intended for publication, or other

disclosure, at least sixty (60) working days before such material is submitted

to any editor, publisher, referee or meeting organizer, or is otherwise

disclosed. In the absence of an objection by the other Party within that sixtyday period the publication or other disclosure may proceed. If either Party

raises an objection to the public release of publications arising from this

Agreement, public release will not occur unless and until there is agreement

between the Parties as to the conditions for public release. It is the

responsibility of each Party to coordinate with its sponsored Participants who

work under a Project Arrangement to determine whether all potential

Intellectual Property or Business Confidential Information interests have been

properly considered.

3. Affiliation: The sponsorship and financial support of the Parties for

Cooperative Activity shall not be used in any public statement of a

promotional nature or used for commercial purposes without the express

written permission of both Parties.

4. Publicity and Acknowledgements: All publications relating to the results of

the Projects established pursuant to this Agreement shall include, as

applicable, a notice indicating that the underlying investigation received

financial support from the Government of the United States and/or the

Government of New Zealand. Two copies of such publications shall be sent to

each of the Agreement Directors by the individual or entity that is the author

of the publications.

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ARTICLE 15

Entry of Personnel and Equipment and Material

1. With respect to Cooperative Activity under this Agreement, each Party, in

accordance with its national laws and regulations, and as appropriate, shall

facilitate:

a) prompt and efficient entry into and exit from its territory of appropriate

Equipment and Material, to especially include instrumentation, test

equipment and Project Background and Foreground Information;

b) prompt and efficient entry into and exit from its territory, and domestic

travel and work of, persons participating on behalf of the Parties or

Participants in the implementation of this Agreement;

c) prompt and efficient access, as appropriate, to relevant geographical areas,

information, Equipment and Material and institutions, for persons

participating on behalf of the Parties, or Participants, in the

implementation of this Agreement; and

d) mutual logistic support.

2. Customs duties, import and export taxes, and similar charges shall be

administered in accordance with each Party's respective laws and regulations.

Insofar as existing laws and regulations permit, each Party shall use its best

efforts to ensure that readily identifiable duties, taxes and similar charges, as

well as quantitative or other restrictions on imports and exports, are not

imposed in connection with Projects carried out under this Agreement.

ARTICLE 16

Research Safety

1. The Parties shall establish and implement policies and practices, in accordance

with Article 8 of this Agreement, to ensure and provide for the safety of their

employees, the public, and the environment during the conduct of Cooperative

Activities subject to applicable national laws and regulations. If any

Cooperative Activity involves the use of dangerous or hazardous materials,

the Parties shall establish and implement an appropriate safety plan.

2. Consistent with the Parties' national laws and regulations, the Parties shall

take appropriate steps to protect the welfare of any subjects involved in

23
Cooperative Activities. Such steps may include the provision of medical

treatment and, where appropriate, financial relief

ARTICLE 17

Third Party Sales and Transfers

1. Neither Party shall:

a) sell, transfer title to, disclose, or transfer possession of Project Foreground

Information, or equipment incorporating Foreground Information, to a

Third Party without the prior written consent of the other Party; or

b) permit any such sale, disclosure, or transfer by others, including by the

owner of the item, without the prior written consent of the other Party.

Such sales and transfers shall be consistent with Article 13 (Intellectual

Property Management).

2. For the purposes of this Article, States, Territories, Protectorates and other

domestic government entities are not considered to be Third Parties.

ARTICLE 18

Dispute Resolution

1 Except for disputes concerning Intellectual Property and those procedures set

forth in Article 14 (Publication of Research Results), all questions or disputes

arising under or relating to this Agreement between the Parties that cannot be

resolved by the Agreement Directors shall be submitted to the Executive

Agents. Such questions and disputes shall be resolved only by consultation

between the Parties and shall not be referred to a national court, an

international tribunal, or to any other person or entity for resolution.

2. Resolution of disputes concerning Intellectual Property shall be resolved as

provided for in Annex Ito this Agreement.

3. Each Party shall ensure that any Sponsorship Arrangement that it enters into

with a Participant includes provisions for dispute resolution consistent with

paragraphs 1 and 2.

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ARTICLE 19

Status of Annex I

1. Annex I forms an integral part of this Agreement and a reference to this

Agreement includes a reference to Annex I.

ARTICLE 20

Entry into Force, Duration, Amendment, and Termination

1. The Parties shall exchange diplomatic notes confirming that each Party has

completed all domestic procedures necessary for the Agreement to enter into

force. The Agreement shall enter into force on the date of receipt of the latter

notification.

2. This Agreement may be amended in writing by the agreement of the Parties.

Any amendment will enter into force upon signature or as otherwise agreed by

the Parties.

3. This Agreement shall remain in force until terminated in writing by either

Party, with such termination taking effect six months from the date of the

written notice of termination.

4. This Agreement may also be terminated at any time by the mutual written

agreement of the Parties.

5. Unless otherwise agreed, termination of this Agreement shall not affect the

validity or duration of any Cooperative Activity previously undertaken

pursuant to it.

6. The respective rights and responsibilities of the Parties (and Participants)

under Article 12 (Information Security), Article 13 (Intellectual Property

Management and Use of Information), Article 14 (Publication of Research

Results), Article 17 (Third Party Sales and Transfers), Article 18 (Dispute

Resolution) and Annex I shall continue notwithstanding the termination or

expiry of this Agreement. In particular, all Classified Information exchanged

or generated under this Agreement shall continue to be protected in the event

of the termination or expiry of the Agreement.

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FOR THE GOVERNMENT OF

NEW ZEALAND:

IN WITNESS WHEREOF, the undersigned, duly authorized by their respective

Governments, have signed this Agreement.

DONE at Washington, in duplicate, on this 8 th day of January 2010.

FOR THE GOVERNMENT OF

THE UNITED STATES OF AMERICA:

26
ANNEX I

Intellectual Property Rights

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.

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. 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 of Intellectual Property

between a Party and its employees and/or its contractors, which shall be

determined by that Party's laws and practices.

C. Except as otherwise provided in this Agreement, disputes concerning

Intellectual Property arising under this Agreement shall be resolved

through discussions between the concerned participants 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.

D. 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

27
of the authors of the work unless an author explicitly declines to be

named.

B. Rights to all forms of Intellectual Property arising from Project

Foreground Information created in a Project under this Agreement, other

than those rights described in paragraph lll.A above, shall be allocated as

follows:

(1) Visiting researchers shall receive, for any intellectual property they

create, rights, awards, bonuses and royalties in accordance with the

policies of the host institution.

(2) (a) Unless otherwise agreed in a Project Arrangement or other

arrangement, the Parties or their Participants shall jointly develop

provisions of a Technology Management Plan regarding the

ownership and exploitation rights to Intellectual Property created

in the course of the Cooperative Activities other than those covered

by paragraph III.B(1) of this Annex. The Technology

Management Plan shall consider the relative contributions of the

Parties, Participants and Contractors to the Cooperative Activities,

the cost of commercialization, the degree of commitment in

obtaining legal protection and licensing of the Intellectual

Property, and such other factors as are deemed appropriate.

(b) If the Parties or their Participants do not agree on provisions of

a Technology Management Plan under subparagraph (a) within a

reasonable time, not to exceed six months from the time a Party

becomes aware of the creation of Intellectual Property in the course

of the Cooperative Activities, the Parties or their Participants shall

resolve the matter in accordance with the provisions of paragraph

II.0 of this Annex. Pending resolution of the matter, any

Intellectual Property created by persons employed or sponsored by

one Party under Cooperative Activities shall be owned by that

Party and Intellectual Property created by persons employed or

sponsored by both Parties shall be jointly owned by the Parties, but

such Intellectual Property shall be commercially exploited only by

mutual agreement.

(c) Notwithstanding paragraphs III.B(2)(a) and (b) above, if either

Party believes that a particular project may 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

28
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 in accordance with the policies of the

institution employing or sponsoring that person.

(d) 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 businessconfidential 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.

Without prior written consent, the receiving Party may not disclose any Business

Confidential Information provided to it by the other Party except to appropriate

employees and government personnel. If expressly agreed in writing between the

Parties, Business Confidential Information may be disclosed by the receiving

Party to contractors and sub-contractors. Such disclosures shall be for the use

only within the scope of their contracts with their respective Party relating to

cooperation under this Agreement. The Parties shall impose, or shall have

imposed, an obligation on those receiving such information to keep it

confidential. If a Party becomes aware that, under the laws or regulations

applicable to it, it will be, or may reasonably expect to become, unable to meet the

non-disclosure provisions, it shall immediately inform the other Party. The Parties

shall thereafter agree on an appropriate course of action.

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