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FRAMEWORK AGREEMENT BETWEEN THE Vietnam National Satellite Center (VNSC) VIETNAM ACADeMY OF SCIENCE AND TECHNOLOGY (VAST) AND THE ISRAEL SPACE AGENCY ISRAEL’S MINISTRY OF SCIENCE, TECHNOLOGY AND SPACE ON SPACE SCIENCE AND TECHNOLOGY COOPERATION FOR THE USE OF OUTER SPACE FOR PEACEFUL PURPOSES Preamble The Vietnam National Satellite Center (VNSC) under Vietnam Academy of Science and Technology (VAST) and the Israel Space Agency (ISA) under Israel's Ministry of Science, Technology and Space (hereinafter collectively referred to as “the Parties” or individually as a “Party”), RECOGNIZING a joint mutual interest in the peaceful application of space research; RECOGNIZING the mutual benefit to be gained from working together in the peaceful use of airspace and outer space for the welfare of all humankind; CONSIDERING the desirability of enhanced cooperation between the Parties in space science and the use of space for research in the Earth sciences, with potential benefits to all nations; and DESIRING to establish an overall legal framework to facilitate and strengthen the mutually beneficial relationship between the Parties; HAVE agreed as follows: Article 1 – Purpose The purpose of this Framework Agreement on Space Science and Technology Cooperation, henceforth referred to as the “Agreement”, is to establish an effective legal framework to develop bilateral cooperative activities for peaceful purposes in fields of mutual interest, on the basis of equality and mutual benefit. Article 2 – Definitions 1. The term "Related Entity" means: a contractor or subcontractor of a Party at any tier; a cooperating entity, grantee, or investigator of a Party at any tier; or a contractor or subcontractor of a cooperating entity, grantee, or investigator of a Party at any tier. For the purpose of Article 12 (Liability), the term “Related Entity” also means: a user or customer of a Party at any tier; or a contractor or subcontractor of a user or customer of a Party at any tier; “Contractors" and "subcontractors" include suppliers of any kind. Article 3 – Areas of Cooperation The Parties, through the designated Points of Contact, will identify areas of mutual interest and will work closely to develop specific cooperation activities and implementing actions in the following areas: Intensifying knowledge exchange in the field of space science and technology; Promoting cooperation between the space industries; Earth observation, including earth science and monitoring; Satellite operations; Space exploration systems, including robotics, rovers and optical systems; Space technology development and demonstrations; Other areas of interest mutually agreed upon by both Parties. All activities under this Agreement shall be conducted in a manner consistent with the applicable national laws and regulations of the Parties and in accordance with applicable international law. Article 4 – Forms of Cooperation 1. Cooperation activities under this Agreement may include: Visits, meetings, or workshops of various forms, such as those of experts from the public and private sectors, to discuss and exchange information and to identify activities that may be undertaken on a cooperative basis under this Agreement; Implementation of joint space science and technology projects and missions, including flight demonstrations; Sharing of spatial data, infrastructure and/or expertise; Exchange of scientific personnel; Other forms of collaborative activities as may be mutually agreed. 2. The Parties particularly seek to support and encourage the initiation of cooperative projects between their respective industries. This does not necessarily imply financial support or the commitment of other resources. In case the Parties identify such fields of cooperative projects, they will regulate the specific terms and conditions as per Article 5. Article 5 – Implementing Arrangements Cooperation will be pursued under dedicated Implementing Arrangements that will provide details regarding the joint project implementation, including but not limited to respective roles and responsibilities, management framework, intellectual property, and registration of space objects, as required. These Implementing Arrangements will be attached as annexes to this Agreement. Implementing Arrangements will be pursued on a best-effort basis, and will be subject to the terms of this Agreement. For all matters not specifically addressed in the Implementing Arrangement, the provisions of the Agreement will apply. The Parties may agree, upon prior mutual written consent, to include the participation of third-parties in activities pursued under dedicated Implementing Arrangements. Article 6 – Funding Arrangements This Agreement does not involve any exchange of funds or payments among the Parties. Each Party shall bear the costs of discharging its respective responsibilities, including but not limited to travel and subsistence of personnel and transportation of all equipment and other items for which it is responsible under this Agreement. Further, the Parties agree that the obligations under this Agreement are subject to the availability of appropriated funds and to each Party’s respective funding procedures. Should either Party encounter budgetary problems that may affect the activities to be carried out under this Agreement, the Party encountering the problems shall notify and consult with the other Party as soon as possible in order to reach an acceptable solution. Article 7 – Points of Contact Both Parties shall appoint a Point of Contact in their respective organisations in order to monitor the execution of this Agreement. The Points of Contact will meet in principle every year at mutually agreed times and locations to review progress, agree on actions and report to their respective authorities. Should either Party change its Point of Contact, the Party making the change will promptly notify the other Party in writing. For VNSC Mr. Vu Viet Phuong - Vice Director For ISA: Mr. Avi Blasberger - Director Article 8 – Exchange of Information and Confidentiality All information and data that is exchanged under this Agreement and dedicated Implementing Arrangements shall be used exclusively for the purposes of the Agreement and dedicated Implementing Arrangements, unless agreed otherwise in writing. Confidential information shall be treated in accordance with the following provisions: Each Party undertakes to protect any information marked as confidential (hereinafter referred to as “Confidential Information”) by the other Party obtained in any way within the process of cooperation under this Agreement. The providing Party shall clearly mark those with the notice “Confidential”. Any confidential information and data disclosed orally shall be as soon as possible reduced in writing and transmitted to the receiving Party; Any Confidential Information disclosed by one Party to the other remains the property of the disclosing Party. The receiving Party shall, at the request of the disclosing Party, either return any Confidential Information to the disclosing Party along with any copies and/or derivatives made, or certify in writing that all such Confidential Information has been destroyed; The Parties will take necessary steps to ensure that the aforementioned obligations are respected by their personnel as well as by third parties and their employees who might work on activities in pursuance of this Agreement and dedicated Implementing Arrangements. The obligations set forth in paragraph 2. above do not apply to the following information and data which are proved: to have come into the public domain prior to or after the disclosure of the Confidential Information under the present Agreement without breach of the present Agreement; to be already known by the receiving Party prior the disclosure; to be independently developed in good faith by the receiving Party; not to be marked as confidential by the disclosing Party; to be disclosed to comply with the law or legal process to which the receiving Party is subject. In this case, the Party who is required to reveal the information as described above must inform the Party whose confidential information is affected immediately in writing. From the date of expiration or termination of this Agreement, obligations stated in this Article remain in force during a period of five (5) years. This period applies to Implementing Arrangements unless otherwise stipulated in the said Arrangements. Article 9 – Transfer of Goods and Technical Data The Parties are obligated to transfer only those technical data (including software) and goods necessary to fulfill their respective responsibilities under this Agreement in accordance with the following provisions, notwithstanding any other provisions of this Agreement: All activities under this Agreement shall be carried out in accordance with the Parties’ national laws and regulations, including those laws and regulations pertaining to export control and the control of classified information. The transfer of technical data for the purpose of discharging the Parties’ responsibilities with regard to interface, integration, and safety shall normally be made without restriction, except as required by paragraph 1, above. All transfers of goods and proprietary or export-controlled technical data are subject to the following provisions: In the event a Party or its Related Entity finds it necessary to transfer such goods or data, for which protection is to be maintained, such goods shall be specifically identified and such data shall be marked; The identification for such goods and the marking on such data shall indicate that the goods and data shall be used by the receiving Party and its Related Entities only for the purposes of fulfilling the receiving Party’s or Related Entities’ responsibilities under this Agreement, and in compliance with Article 8, and that such goods and data shall not be disclosed or retransferred to any other entity without the prior written permission of the furnishing Party or its Related Entity; The receiving Party or Related Entity shall abide by the terms of the notice and protect any such goods and data from unauthorized use and disclosure; The Parties to this Agreement shall cause their Related Entities to be bound by the provisions of this Article through contractual mechanisms or equivalent measures. All goods exchanged in the performance of this Agreement shall be used by the receiving Party or Related Entity exclusively for the purposes of the Agreement. Upon completion of the activities under the Agreement, the receiving Party or Related Entity shall return or otherwise dispose of all goods and marked proprietary or export-controlled technical data provided under this Agreement, as directed by the furnishing Party or Related Entity. Article 10 – Intellectual Property 1. Each Party or its Related Entities will retain all rights and title to existing proprietary knowledge and intellectual property that they bring to joint projects, hereby termed Background Intellectual Property. This includes all inventions, patents, copyright, know-how and all other material subject to intellectual property rights owned by a Party. 2. Each Implementing Arrangement will set out the understanding of the Parties in relation with the conditions of any license or other rights to be exchanged between the Parties or granted by one Party to the other Party on any Background Intellectual Property and Foreground Intellectual Property; for purposes of this Agreement "Foreground Intellectual Property" means any Intellectual Property right of any kind created during the course of joint projects undertaken in the performance of this Agreement. 3. It is not anticipated that there will be any joint inventions made in the performance of this Agreement. Nevertheless, in the event that an invention is jointly made by the Parties, or any of their respective Related Entities, in the performance of this Agreement, the Parties will, in good faith, consult and agree within 30 calendar days as to: The allocation of rights to, or interest in, such joint invention, including any patents (or similar forms of protection in any country) corresponding to such joint invention; The responsibilities, costs, and actions to be taken to establish and maintain patents (or similar forms of protection in any country) for each such joint invention; and The terms and conditions of any license or other rights to be exchanged between the Parties or granted by one Party to the other Party. Article 11 – Release of Results and Public Information The Parties retain the right to release public information regarding their own activities under this Agreement. The Parties shall coordinate with each other in advance concerning releasing to the public information that relates to the other Party’s responsibilities or performance under this Agreement, or if the name of the other Party is to be used. Appropriate acknowledgment will be made by all Participants of their respective roles. 2. The Parties shall make the final results obtained from the cooperation activities available to the general scientific community through publication in appropriate journals or by presentations at scientific conferences as soon as possible and in a manner consistent with good scientific practices. 3. The Parties shall include provisions for the sharing of science data in the Implementing Arrangements. 4. The Parties acknowledge that the following data or information does not constitute public information and that such data or information shall not be included in any publication or presentation by a Party under this Article without the other Party’s prior written permission: data furnished by the other Party in accordance with Article 9 (Transfer of Goods and Technical Data) of this Agreement that is export-controlled or proprietary; information about an invention of the other Party before a patent application corresponding to such invention has been published covering the same, or a decision not to file such application has been made; or other specific information that the Parties expressly decide not to disclose or release. Article 12 – Liability Each Party hereby agrees not to make any claim against the other Party, the employees of the other Party, the other Party’s Related Entities, and the employees of the other Party’s Related Entities for any injury to, or death of, the Party’s employees or the employees of its Related Entities, and for damage to, or loss of, the Party’s property or the property of its Related Entities arising from or related to activities conducted under this Agreement, whether such injury, death, damage, or loss arises through negligence or otherwise, except in the case of or wilful misconduct (hereafter: "cross waiver of liability" or "cross waiver"). Each Party further agrees to extend this cross-waiver to its Related Entities by requiring them, by contract or otherwise, not to make any claims against the other Party, the Related Entities of the other Party, and the employees of the other Party and of its Related Entities for injury, death, damage, or loss arising from or related to activities conducted under this Agreement. Additionally, each Party shall require its Related Entities to extend this cross-waiver to their own Related Entities at all tiers by requiring them, by contract or otherwise, not to make any claims against the other Party, the Related Entities of the other Party, and the employees of the other Party and of its Related Entities for injury, death, damage, or loss arising from or related to activities conducted under this Agreement. This cross-waiver of liability shall not be applicable to: Claims between a Party and its own Related Entity or among its own Related Entities; Claims made by a natural person, his/her estate, survivors or subrogees for injury, other impairment of health, or death of such natural person, except where a subrogee is Party to this cross-waiver or otherwise bound by its terms; Claims for injury, death, damage or loss caused by gross negligence or wilful misconduct; Intellectual Property claims; Claims made under the Convention on International Liability for Damage Caused by Space Objects Claims for damage resulting from a failure of a Party to extend this cross-waiver of liability or from a failure of a Party to insure that its related entities extent this cross-waiver of liability; Contract claims between the Parties based on explicit contractual provisions. In the event of third-party claims, the Parties will consult promptly on any potential liability, on any apportionment of such liability, and on the defence of such claim. Article 13 – Exchange, Entry and Exit of Personnel 1. To facilitate coordination related to Programs conducted pursuant to this Agreement, the Parties may support the exchange of a limited number of personnel, at a time and under conditions mutually agreed between them. Such arrangements may include provision of office space and administrative support at the host location. Salary and other expenses of the personnel shall be borne by the sending Party for the duration of the assignment. 2. On a reciprocal basis, each Party shall use reasonable efforts to facilitate, in accordance with its national laws and regulations, the entry into, legal stay in, and exit from its territory of personnel engaged in Program activities conducted pursuant to this Agreement. Article 14 – Applicable Law Each Party's implementation of this Agreement and the Implementing Arrangements, and all activities it undertakes thereunder, shall be subject to such Party's domestic law. Article 15 – Consultations/ Resolution of Differences The Parties shall consult, as appropriate, to review the implementation of activities undertaken pursuant to this Agreement and to exchange views on potential areas of future cooperation. In the event issues arise regarding the interpretation or implementation of this Agreement or of an Implementing Arrangement, the Points of Contact identified in Article 7 of this Agreement or the points of contact identified in the Implementing Arrangement, as the case may be, shall consult promptly to seek resolution of the issues. If the matter is not be resolved, the dispute shall be settled amicably through consultations between the Director of VNSC and the Director General of ISA. Article 16 – Alterations and Amendments The Parties may amend this Agreement by mutual written agreement. Article 17 – Entry into Effect, Duration and Termination Each Party shall notify the other Party, in writing of the completion of its internal legal procedures required for bringing this Agreement into force. This Agreement shall enter into force on the date of the latter notification. This Agreement will remain valid for a period of ten (10) years. It may be amended or extended for further periods by mutual written agreement. Either Party may terminate this Agreement by giving written notice to the other Party at least six (6) months prior to the intended date of termination. In that event, the Parties will endeavour to minimize negative impacts of such termination. Notwithstanding the termination or expiration of this Agreement, its provisions shall continue to apply to cooperation under any Implementing Arrangements in force at the time of this Agreement’s termination or expiration, for the duration of such Implementing Arrangements. Notwithstanding termination or expiration of this Agreement or any Implementing Arrangements concluded hereunder, the obligations of the Parties set forth in Article 9 (Transfer of Goods and Technical Data), Article 11 (Release of Results and Public Information), Article 12 (Liability), and Article 8 (Exchange of Information and Confidentiality), shall continue to apply. Done at Hanoi on the 21st day of June, 2017, in duplicate, in the English language. For the Vietnam National Satellite Center For the Israel Space Agency Vietnam Academy of Science and Technology Israel's Ministry of Science, Technology and Space ______________________________ ______________________________ Assoc. Prof. Dr. Pham Anh Tuan Meirav Eilon Shahar Director Ambassador of Israel to Vietnam