ADDENDUM TO AMENDMENT 1

to Memorandum of Cooperation NAT-I-9406 between the United States of America and the European Union

MEMORANDUM OF COOPERATION NAT-I-9406A

between the United States of America and the European Union on air traffic management modernisation, civil aviation research and development and global interoperability

WHEREAS the United States of America and the European Union have as a common purpose the promotion and development of cooperation in civil aviation; and

WHEREAS such cooperation will encourage the development, safety, and efficiency of civil aeronautics in the United States of America and in the European Union;

NOW THEREFORE, the United States of America and the European Union (collectively, the ‘Parties’, and individually, a ‘Party’) agree to undertake joint programs in accordance with the following terms and conditions:

Article I

Objective

A. This Memorandum of Cooperation (this ‘Memorandum’), and its Annexes, Appendices, and Attachments, establishes the terms and conditions for mutual cooperation in civil aviation research, development, and validation, and in all phases of air traffic management (ATM) modernisation. ATM modernisation shall include research, development, validation and deployment activities, with the goal of ensuring global interoperability. For this purpose the Parties may provide personnel, resources, and related services to cooperate to the extent called for in this Memorandum, and its Annexes, Appendices, and Attachments. All activities under this Memorandum and all Annexes, Appendices, and Attachments are subject to the availability of appropriated funds and other necessary resources for such purposes.

B. The objectives of this Memorandum may be achieved by cooperation in any of the following areas:

(1) The exchange of information regarding programs and projects, research results, or publications;

(2) The execution of joint analyses;

(3) The coordination of civil aviation research, development and validation programs and projects, and the coordination of ATM modernisation activities and the Parties' respective execution thereof, based on shared effort;

(4) The exchange of scientific and technical staff;

(5) The exchange of specific equipment, software and systems for research activities and compatibility studies;

(6) The joint organisation of symposia or conferences; and

(7) Reciprocal consultations with the aim of establishing concerted action in appropriate international bodies.

C. Subject to applicable laws, regulations and policies, as may be amended or modified, the Parties shall foster, to the fullest extent practicable, the involvement of participants in cooperative activities under this Memorandum and its Annexes, Appendices and Attachments with a view to providing comparable opportunities for participation in their respective activities. The Parties shall involve participants in the cooperative activities, which shall be conducted on a reciprocal basis in accordance with the following principles:

(1) Mutual benefit;

(2) Comparable opportunities to engage in cooperative activities;

(3) Equitable and fair treatment;

(4) Timely exchange of information which may affect cooperative activities; and

(5) Transparency.

D. Such cooperative activities shall take place pursuant to specific Annexes, Appendices, and Attachments defined in Article II.

Article II

Implementation

A. This Memorandum shall be implemented through specific Annexes, Appendices, and Attachments to this Memorandum. These Annexes, Appendices, and Attachments, which shall form an integral part of this Memorandum, shall describe, as appropriate, the nature and the duration of cooperation for a specific area or purpose, treatment of intellectual property, liability, funding, allocation of costs, and other relevant matters. Unless explicitly stated otherwise in this Memorandum or in an Annex thereto, in case of an incompatibility between a provision in an Annex, Appendix or Attachment and a provision in this Memorandum, the provision in this Memorandum shall have precedence.

B. The coordination and administration of cooperative activities under this Memorandum and its Annexes, Appendices and Attachments shall be accomplished on behalf of the Government of the United States of America by the Federal Aviation Administration and on behalf of the European Union by the European Commission.

C. The designated offices for the coordination and administration of this Memorandum, and where all requests for services under this Memorandum should be made, are:

1. For the United States of America: Federal Aviation Administration Office of International Affairs Africa, Europe & Middle East Office, AEU Wilbur Wright Bldg., 6th Floor, East 600 Independence Ave., S.W. Washington, D.C. 20591 - USA Telephone: + 1-202-267-1000 Facsimile: + 1-202-267-7198

2. For the European Union: European Commission Directorate-General for Mobility and Transport Directorate for Aviation Rue de Mot, 24 1040 Brussels - Belgium Telephone: + 32-2-299-19-15

D. Technical program liaisons for specific activities shall be established as indicated in the Annexes, Appendices, and Attachments to this Memorandum.

Article III

Executive management

A. Executive management of this Memorandum

1. The Parties hereby establish a management process to be executed by representatives of: (a) The United States of America, which shall be the Administrator of the Federal Aviation Administration (FAA); and (b) The European Union, which shall be the Director-General of the European Commission's Directorate-General for Mobility and Transport (DG MOVE). Hereafter referred to as the ‘Representatives of the Parties’.

2. The Representatives of the Parties shall oversee the cooperation on the subjects addressed in the Annexes and the related Appendices and Attachments to this Memorandum.

3. The Representatives of the Parties shall: (a) Adopt Annexes, and any amendments thereto; and (b) Adopt proposals to otherwise amend this Memorandum.

4. The Representatives of the Parties shall address, within the scope of this Memorandum and its Annexes, Appendices, and Attachments: (a) Issues that may arise and changes that may affect the implementation of this Memorandum and its Annexes, Appendices, and Attachments; (b) Common approaches to the introduction of and transition to new technologies and procedures, including research, evaluation and ATM modernisation activities, and other areas of mutual interest; and (c) Draft regulations and legislation by either Party that could affect the interests of the other Party, within the scope of this Memorandum and its Annexes, Appendices, and Attachments.

5. The Representatives of the Parties shall not be required to hold regular meetings. Meetings may be called on an ad-hoc basis. These meetings may be conducted by telephone, video-conference or face-to-face. Decisions by the Representatives of the Parties shall be documented and shall be taken by consensus.

6. The Representatives of the Parties may invite the participation of subject-specific experts on an ad-hoc basis, and may establish technical working groups as appropriate.

B. Executive management of the Annexes

1. Each Annex to this Memorandum shall be governed by its own Executive Committee. Each Executive Committee shall be co-chaired by FAA and European Commission representatives at the appropriate operational level and designated in the applicable Annex.

2. The Parties shall, as appropriate, designate other Executive Committee members to represent their areas of responsibility.

3. An Executive Committee may invite the participation of subject-specific experts on an ad-hoc basis.

4. Executive Committees shall oversee the work of any committees, working groups, and any other groups established pursuant to their respective Annexes, and related Appendices and Attachments. Executive Committees shall develop and adopt internal governing procedures.

5. All decisions of an Executive Committee shall be taken by consensus of its co-chairs. These decisions shall be in writing and signed by the co-chairs.

6. Executive Committees may consider any matter related to the functioning of their respective Annexes, and the related Appendices and Attachments. In particular they shall be responsible for: (a) Overseeing cooperation on the subjects addressed in their respective Annexes, and the related Appendices and Attachments, giving appropriate guidance to the staff working thereunder; (b) Providing a forum for discussion, within the scope of their respective Annexes, and the related Appendices and Attachments, of — Issues that may arise and changes that may affect the implementation of the Annexes, Appendices, and Attachments; — Common approaches to the introduction of new technologies and procedures, research, evaluation and ATM modernisation activities, and other areas of mutual interest; and — Draft regulations and legislation by either Party that could affect the interests of the other Party, within the scope of their respective Annex; (c) Approving and transmitting proposals to the Representatives of the Parties to amend their respective Annexes; (d) Adopting Appendices to their respective Annexes, after consulting with the Representatives of the Parties and any amendments thereto; (e) Adopting Attachments to the Appendices of their respective Annexes and any amendments thereto.

Article IV

Exchange of personnel

The Parties may exchange technical personnel as required to pursue the activities described in an Annex, Appendix, or Attachment to this Memorandum. All such exchanges shall be in accordance with the terms and conditions set forth in this Memorandum, its Annexes, Appendices, and Attachments. Technical personnel exchanged by the Parties shall perform work as specified in the Annex, Appendix, or Attachment. Such technical personnel may be from United States or European Union bodies or contractors, as mutually agreed.

Article V

Equipment loan arrangements

Equipment may be loaned by one Party (the ‘Lending Party’) to the other Party (the ‘Borrowing Party’) under an Annex, Appendix, or Attachment to this Memorandum. The following general provisions shall apply to all loans of equipment unless otherwise specified in an Annex, Appendix or Attachment:

A. The Lending Party shall identify the value of the equipment that is to be loaned.

B. The Borrowing Party shall assume custody and possession of the equipment at the Lending Party's facility as designated by the Parties in the Annex, Appendix, or Attachment. The equipment shall remain in the custody and possession of the Borrowing Party until it has been returned to the Lending Party in accordance with paragraph H below.

C. The Borrowing Party shall, at its own expense, transport any equipment to the facility designated by the Parties in the Annex, Appendix or Attachment.

D. The Parties shall cooperate in securing any authorisations, including export licenses, required for the shipment of the equipment.

E. The Borrowing Party shall be responsible for installing the equipment at the facility designated by the Parties in the Annex, Appendix, or Attachment. The Lending Party shall, if necessary, provide assistance to the Borrowing Party for installing the equipment that is lent on the basis of terms agreed on by the Parties.

F. During the period of the loan, the Borrowing Party shall operate and maintain equipment in proper condition, ensure the continued operability of the equipment, and permit inspection by the Lending Party at any reasonable time.

G. The Lending Party shall assist the Borrowing Party in locating sources of supplies for common items and parts peculiar which are not readily available to the Borrowing Party.

H. Upon the expiration or termination of the pertinent Annex, Appendix, or Attachment or this Memorandum, or when the use of the equipment is complete, the Borrowing Party shall return the equipment to the Lending Party at the Borrowing Party's expense.

I. In the event of loss or damage of any equipment loaned under this Memorandum and for which the Borrowing Party assumed custody and possession, the Borrowing Party, at the Lending Party's discretion, shall repair or compensate the Lending Party for the value (as identified by the Lending Party in accordance with paragraph A above) of the lost or damaged equipment.

J. Any equipment exchanged under this Memorandum shall be solely for research, developmental and validation purposes and shall not be used in any way whatsoever for active civil aviation or other operational use.

K. Any transfers of technology, equipment or other items pursuant to this Memorandum shall be subject to the applicable laws and policies of the Parties.

Article VI

Funding

A. Unless otherwise specified in an Annex, Appendix, or Attachment to this Memorandum, each Party shall bear the costs of the activities it performs pursuant to this Memorandum.

B. Memorandum number NAT-I-9406A has been assigned by the United States to identify this cooperative program and shall be referenced in all correspondence related to this Memorandum.

Article VII

Release of information

A. Except as required by applicable law or by prior written agreement between the Parties, neither Party shall release any information or material pertinent to the tasks or related to the agreed programs under this Memorandum and its Annexes, Appendices, or Attachments to third parties other than (i) contractors or subcontractors engaged in the tasks or programs insofar as they are necessary for the execution of those tasks and programs; or (ii) other governmental authorities of the Parties.

B. If one of the Parties becomes aware that, under its laws or regulations, it will be, or may reasonably be expected to become necessary to release information within the scope of paragraph A of this Article, it shall inform the other Party and shall, to the greatest extent possible, do so immediately and prior to disclosure. The Parties shall thereafter consult to identify an appropriate course of action.

Article VIII

Intellectual property rights

A. A Party providing intellectual property (which for purposes of this Memorandum includes analyses, reports, databases, software, know-how, technical and commercially sensitive information, data, and records, and associated documentation and materials, regardless of form or the media on which it may be recorded) to the other Party in accordance with the terms of an Annex, Appendix, or Attachment to this Memorandum shall retain such proprietary rights in the intellectual property as it had at the time of the exchange. The Party providing a document or other intellectual property pursuant to an Annex, Appendix, or Attachment to this Memorandum shall clearly mark the document or intellectual property as business confidential, proprietary, or a trade secret, as appropriate.

B. Except as may be specified in an Annex, Appendix or Attachment to this Memorandum, the Party receiving intellectual property from the other Party under this Memorandum:

1. Shall not acquire any proprietary rights in the intellectual property by reason of its receipt from the other Party; and

2. Shall not disclose the intellectual property to a third party, other than contractors or subcontractors engaged in a program related to an Annex, Appendix, or Attachment to this Memorandum, without the prior written consent of the other Party. In the case of a disclosure to a contractor or subcontractor engaged in the program, the Party making the disclosure shall: (a) Limit the use of the intellectual property by the contractor or subcontractor to the purposes specified in the applicable Annex or Appendix or Attachment; and (b) Prohibit the further disclosure of the intellectual property to third parties by the contractor or subcontractor except where the other Party consents in advance and in writing to the further disclosure.

C. Except as may be specified in an Annex, Appendix, or Attachment to this Memorandum, any intellectual property jointly developed by the Parties pursuant to this Memorandum and its Annexes, Appendices or Attachments shall be jointly owned by the Parties.

1. Each Party shall be entitled to a non-exclusive, irrevocable right in all countries to reproduce, prepare derivative works, publicly distribute, and translate such intellectual property, provided that such reproduction, preparation, distribution, and translation does not affect the protection of the intellectual property rights of the other Party. Each Party shall have the right to review a translation of such intellectual property prior to public distribution.

2. All publicly distributed copies of scientific and technical journal articles, non-proprietary scientific reports and books directly arising from cooperation under this Memorandum and its Annexes, Appendices, or Attachments shall indicate the names of the authors of the work unless an author explicitly declines to be named.

D. If a Party disagrees with the designation of a document or other intellectual property provided by the other Party pursuant to an Annex, Appendix or Attachment to this Memorandum as business confidential, proprietary, or a trade secret, then the Party disagreeing with the designation shall request consultations with the other Party to address the issue. The consultations may be held in conjunction with a meeting of the Representatives of the Parties or a meeting of the relevant Executive Committee or a meeting of such other committees as may be established under an Annex, Appendix or Attachment to this Memorandum.

Article IX

Immunity and liability

A. The Parties shall address immunity and liability issues associated with activities under this Memorandum in the relevant Annex, Appendix, or Attachment, as appropriate.

B. The Parties agree that all activities undertaken pursuant to this Memorandum and its Annexes, Appendices, and Attachments shall be performed with due professional care and that every reasonable effort shall be made to minimise potential risks to third parties and to fulfil all safety and oversight requirements.

Article X

Amendments

A. The Parties may amend this Memorandum, its Annexes, Appendices, and Attachments by means of a written agreement signed by both Parties. Annexes, Appendices, and Attachments may also be amended as set forth in Article III.

B. Amendments to this Memorandum or the Annexes, Appendices or Attachments to this Memorandum shall enter into force according to their terms.

Article XI

Resolution of disagreements

The Parties shall resolve any disagreement regarding the interpretation or application of this Memorandum or its Annexes, Appendices and Attachments in consultations between the Parties. The Parties shall not refer any such disagreement to an international tribunal or third party for settlement.

Article XII

Entry into force and termination of Annexes, Appendices, and Attachments

A. Any individual Annex, Appendix or Attachment adopted pursuant to Article III after the entry into force of this Memorandum shall enter into force according to its terms.

B. Either Party may terminate an Annex, Appendix, or Attachment at any time by providing sixty (60) days' notice in writing to the other Party. Each Party shall have one hundred and twenty (120) days to close out its activities following termination of an Annex, Appendix, or Attachment.

C. Termination of this Memorandum shall not affect the rights and obligations of the Parties under Articles V, VII, VIII, and IX. Each Party shall have one hundred and twenty (120) days to close out its activities following the termination of this Memorandum.