AGREEMENT BETWEEN 04-i2O THE GOVERNMENT OF THE UNITED STATES OF AMERICA THE GOVERNMENT OF CANADA FOR COOPERATION IN SCIENCE AND TECHNOLOGY FOR CRITICAL INFRASTRUCTURE PROTECTION AND BORDER SECURITY THE GOVERNMENT OF THE UNITED STATES OF AMERICA AND THE GOVERNMENT OF CANADA hereinafier referred to as the Parties HAVING REGARD to the provisions of The Smart Border Declaration signed in Ottawa Canada on December 12 2001 STRESSING that physical and cyber-based critical infi astructures and border security both governmental aud private are essential to the operations and security of our respective economies and governments NOTING that our economies are increasingly interdependent and that infiastructure protection and border security are of parainount concern to our respective governments SHARING the goal of ensuring that our critical inirastructures and border security are trustworthy and resilient in order to assure continuity aud viability through a vigorous program of science-and technology including research development testing and evaluation BEING aware of research in both countries in chemical biological radiological nuclear and explosive countermeasures and in other areas that could enhance critical hd'rastructure protection and border security RECOGNIZING that just as critical infrastructures and border security are inherently international so too is the global science and technology base that will generate protecfive solutions to current and future vulnerabilities COGNIZANT of the efiectivcncss and utility of existing bilateral agreements in these areas that remain in effect AFFIRMING our common interest in enhancing the longstanding collaborative efforts of our respective agencies private sector and governmental organizations and academic institutions iu generating scientific and technological solutions to counter threats reduce vulnerabilities and respond to incidents and emergencies in those areas having the potential for causing significant security economic and 'or social impacts DESIRING to set forth a vehicle for the conduct of cooperative scienfific and technological research and development in the fields of critical irdrastructure protection and border security AGREE to the following ARTICLE I DEFINITIONS For purposes of the Agreement Between the Government of the United States of America and the Government of Canada for Cooperarion in Science and Technology for Critical Intrastructure Protecfion and Border Security the Agreement the Parties have adopted the following definitions of terms used in this Agreement Border Security Assurance of the safe flow of goods and people between the United States and Canada and entering into the common air and sea perimeter of the two countries including activities such as countermeasures ranging fiom prevention to mitigation and response Cooperative Activity Scientific and technological research including j oint research programs or other activities that is implemented pursuant to this Agreement with the approval of the Parties and that involves collaboration between the Parties or Participants from both countries Critical Ini'rastructure Goveuunental and or private activities or sectors that are identified by each Party in its laws executive orders or policies as Critical Inf'restructure Equipment and Material Any material equipment reagents end item subsystem component or test equipment acquired or provided for use in research development testing and evaluation or other cooperative efforts initiated under this Agreement Intellectual Property Intellectual Property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organization done at Stockholm July 14 1967 Participant Any non-federal government person or entity including inter alia a private sector organization academic institution state province or other levels of government or subsidiary thereof that conducts activities with the approval of at least one of the Parties and is involved in Cooperative Activity Project Authorization The instrument outlining the scope of Cooperative Activity in which the Participant is authorized to engage under this Agreement and the terms and conditions for such activity Research Development Testing and Evaluation Programs and activities including basic research applied research advanced technology development and proof of principle and validation of the Parties and or Participants that seek to identify develop and facilitate technological solutions and management tools and techniques to address existing snd emerging threats to and vulnerabilities in the Critical Infi'astructure and Border Security of each Party ARTICLE II OBJECTIVE The objective of this Agreement is to encourage develop and facilitate bilateral science and technology for Critical In astructure protecfion and Border Security in accordance with the provisions herein The provisions of this Agreement are designed to facilitate Cooperative Activity of the Parties and Participants ARTICLE III BASIS FOR COOPERATIVE ACTIVITY 1 When the Parties implement Cooperative Activity under this Agreement they shall facilitate Cooperative Activity as they may agree on the basis of the following Reciprocal opportunities to engage in Cooperative Activity with shared responsibilities and contributions commensurate with the Parties' or the Participants' respective resources or government-supported Comparable access to government-sponsored programs and facilitics for visiting researchers and technical experts and comparable access to and exchange of informahon and Equipment and Material Timely exchange of information and Equipment and Material which may affect Cooperative Activity and dissemination of information and Equipment and Material consistent with applicable nafional laws and regulations 2 Prior to undertaking Cooperative Activity under this Agreement the Parties through their departments or their agencies shaH agree in writing upon the i scope of Cooperative Activity ii its duration iii the manner in which it will be funded iv specific details of any transfer of Equipment and Material and the identity of personnel and or organizafions if any to be committed to Cooperative Activity v protdsions for terminating Participant involvement vi dispute resolution processes and vii whether the use of classified information will be required This description of the scope of Cooperative Activity may incl'ude technical annexes as necessary with an appropriate level of detail ARTICLE IV AREAS OF COOPERATIVE ACTIVITY The Parties shall facilitate Cooperafive Activity in areas they agree upon with regard to Critical Infiustructure protection and Border Security Areas of Cooperative Activity include but are not limited to 1 and risk assessments a Threat vulnerability b Interdependency c System protection and information assurance d Detection and monitoring e Recovery and reconstitution f Education training and exchange of scientific and technical personnel Equipment and Material in science and technology areas including Research Development Testing and Evaluation g Emergency management including emergency preparedness and consequence management h Securitybest practices standards and guidelines i Security j Research Development Testing snd Evaluation for Critical Inf'restructure protection and Border Security countermeasures analyses of automated of damaged or compromised infrastructure systems response control systems aud 2 Nothing in paragraph 1 shall preclude the Parties om facilitating science and technology in other areas of Critical Infrastructure protection and Border Security ARTICLE V FORMS OF COOPERATIVE ACTIVITY The Parties shall encourage inter alia the following Cooperative Activity a Coordinated research projects and joint research projects b Joint task forces c Joint studies projects snd scientific or technical demonstrations d Joint organization workshops of scientific seminars conferences symposia aud of scientists e Training f Visits and exchanges personnel g Exchanges or sharing of scientific and technological informafion and Equipment and Material h Exchange of information on practices laws regulations standards methods and programs relevant to cooperation under this Agreement i and technical experts of scientists engineers or other appropriate and Joint agreement for the use of laboratory facilities and Equipment and Material for conducting scientific and technological activities including Research Development Testing and Evaluation 2 Nothing in paragraph 1 shall preclude the Parties om facilitating other forms cooperation that they may agree upon of ARTICLE VI MANAGEMENT 1 The Parties shall carry out aH Cooperative Activity under this Agreement in accordance with their national laws and regulations 2 Each Party shall designate an Agreement Director who will be responsible for a Promoting Cooperative Activity under this Agreement b Monitoring implementation level oversight c Monitoring the overall use and effectiveness d Recommending e Resolving issues brought forth by the Agreement Supervisors and f Authorizing amendments of this Agreement and exercising executive- of this Agreemen't to this Agreement to the Parties involvement by Participants in Cooperative Acfivity through pursuant to this Agreement Project Authorizations 3 Within a period of three months following the entry into force of this Agreement each Party shall provide the other Party in writing the name of its Agreement Director 4 The Agreement Directors shall meet annually to review implementation Agreement of the Each Party shaH designate an Agreement Supervisor who will be responsible for a Monitoring and evaluating the w'ork conducted under Coopcrafivc Activity and providing guidance and direction as necessary pursuant tb Project Authorizations b Designating personal points of contact for Cooperative Activity c Endeavoring to ensure that Cooperative Activity is undertaken and avoiding duplication of other work where possible and d Forwarding when necessary issues to the Agreement Directors for resolution efficiently Within a period of three months following the entry into force of this Agreement each Party shall provide the other Party in writing the name of the Agreement Supervisor 6 7 The Agreement Supervisors may meet as they consider necessary to implement this Agreement ARTICLE VII PARTICIPANTS l In order for a Participant s to engage in Cooperative Activity under this Agreement that Participant must be duly approved by its sponsor Party That Party shall ensure that the Participant agrees to conduct such activifies in accordance with the terms of this Agreement The sponsoring Party shall conclude a Project Authorization with the Participant detailing the scope of activities in which the Participant is authorized to engage and the terms and conditions for such acnvities 2 Participation in Cooperative Activity by a Participant shall at the request other Party be subject to the other Party's review and approval of the 3 The Parties shall require as a cmtdition to engaging in Cooperative Activity under each Psrncipant to report to its respective Agreement Supervisor on a periodic basis regarding its performance of Cooperative Activity The responsible Agreement Supervisor shall determine the equency and scope of the reporthrg this Agreement requirement 4 In the event that a question arises with respect to a Participant and its activities under this Agreement the Parties shall consult to consider the Participant's role in Cooperative Activity If either party objects to a partici pant's continued participation the Party that authorized the Participant shall terminate the involvement of that Participant in all Cooperative Activity pursuant to this Agreement in accordance with the terms of the Project Authorization which shall expressly allow for such a possibility 5 Nothing in this Agreement precludes a Party from withdrawing Authorization fiom a Participant a Project ARTICLE VIII CONTRACTING l If a Party determines that conn acting is necessary to fulfill its responsibilities in support of Cooperative Activity that Party will contract in accordance with its respective nafional laws regulations and procedures 2 Where a Party contracts to carry out a task in support of Cooperative Activity under this Agreement it-will be solely responsible for its own contracting and the other' Party udll not be subject to any liability arising I'rom such contracts without its written consent ARTICLE IX FINANCE Subject to the availability of appropriated funds for Cooperative Activity each 1 Party shall bear the costs of discharging its responsibilities under this Agreement 2 funds the Parties may also agree to 3 In its Project Authorizations each Party shall determine how to allocate costs of the authorizing Party Subject to the availability of appropriated share costs for Cooperative Activity incurred on behalf 4 This Agreement creates no standing financial commitments Detailed descriptions of the financial provisions for Cooperative Activity including the total cost of the activity and each Party's or Participant's cost share will be agreed between the Parties Each Party shall be responsible for any audit of its activities in support of 5 Cooperative Activity including the activities of any of its Participants Each Party' s audits shall be in accordance with its own national practices ARTICLE X INTELLECTUALPROPERTY For purposes of this Agreement the aHocation and protection of Intellectual Property created under this Agreement shall be in accordance with the provisions of the Agreement between the Government of the United States of America and the 1 ' Government of Canada on the Allocation of Intefiectual Pmperty Rights Interests and Royalties for Iutefiectual Property Created or Famished under Certain Scientific and Technological Cooperative Research Activities with attachment done at Ottawa February 4 1997 2 The use and distribution of Intellectual Property created under this Agreement shall be subject to the security provisions of Article XIII ARTICLE XI ENTRY OF PERSONNEL AND EQUIPMENT AND MATERIAL 1 With respect to Cooperative Activity undeg this Agreement each Party in accordance with its laws and regulations and as appropriate shaH facilitate Prompt and efficient entry into and exit fiom its territory of appropriate Equipment aud Material instrumentation aud project information b Prompt and efficient entry into and exit om its territory and domestic travel and work of persons participating on behalf of the Parties or Participants in the implementation of this Agreement ' Prompt and efficient access as appropriate to relevant geographical areas information Equipment and Material institutions and persons participating on behalf of the Parties or Participants in the implementation of this Agreeurent and d Mutual logistic support as agreed Customs duties import and export taxes and similar charges will be administered 2 in accordance with each Party's respective laws and regulations Insofar as existing laws and regulations permit each Party will endeavor to ensure that such readily identifiable duties taxes and similar charges as well as quantitative or other restrictions on imports and exports are not imposed in connection with work carried out under this Agreement Each Partywill use its best efforts to ensure that any customs duties import and 3 export taxes and similar charges are administered in a manner favorable to the efficient and economical conduct of the work ARTICLE XII DISPUTE RESOLUTION l All questions or disputes between Parties arising under or relating to this Agreement shall be submitted to the Agreement Directors Such questions and disputes shall be resolved only by consultation between the Parties and will not be referred to a national court an international tribunal or to any other person or enfity for resolution 2 Each Party shall ensure that its Project Authorizations ' resolve any disputes between the Party and its Participants address the means to ARTICLE XIII SECURITY 1 Cooperative Activity undertaken pursuant to this Agreement may include the use and exchange of classified information or equipment as defined in the Agreement between the Government of the United States of America and the Government of Canada for the Exchange of Classified Information done at Washington January 30 1962 and including the Industrial Security Procedures of 8 February 1985 collectively the General Security Agreement 2 Each Party shall store handle transmit and safeguard all classified information and Equipment and Material provided or generated pursuant to this Agreement in accordance with the General Security Agreement 3 Each Party shall ensure that access to classified information and Equipment and Material is limited to those persons who possess requisite security clearances and have a speciFic need for access to the information and or Equipment and MateriaL Each Party shall ensure that any exchange of information and Equipment and 4 Material including classified information and Equipment and Material between Participants or between Parties and Participants shall be in accordance with the relevant laws and regulations of each Party to prevent the unauthorized transfer or retransfer of such informadon and Equipment and Material provided or produced under this Agreement Each Party shall ensure that it incorporates this ptutciple into Project Authorizations a If either Party deems it necessary detailed provisions for the prevention unauthorized transfer or retransfer of information and Equipment and Material shall be incorporated into Project Authorizations b If either of Party deems it necessary additional distribution and access restrictions on information and Equipment and Material shall be incorporated into Project Authorizations Each Party shall take all lawful steps available to it to ensure that information snd 5 Equipment and Material provided or generated pursuant to this Agreement is protected Iiom further disclosure unless the other Party consents to such disclosure ARTICLE XIV ENTRY INTO FORCE DURATION AMENDMENT AND TERMINATION I This Agreement shall enter into force upon signature by both Parties 2 The Agreement may be amended in writing by mutual consent of the Parties This Agreement shall remain in force unless terminated in writing by either Party 3 with such termination taking effect six months from the date of the written notice of ternunation This Agreement may also be terminated by the mutual agreement of the Parties Unless otherwise agreed termination of this Agreement shall not affect the 4 validity or duration of any Cooperative Activity undertaken previously under it IN WITNESS WHEREOF the undersigned duly authorized thereto by their respective Governments have signed this Agreement Done at Washington this first day of June 2004 in duplicate in the English and French languages each version being equally authentic FOR THE GOVERNMENT OF THE UNITED STATES OF AMERICA i A8 FOR THE GOVERNMENT OF CANADA 4 l