??ࡱ?>?? ??????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????U ?R?=?bjbj?n?n:???a??a?~???????NN????????????8$???*!?7 7 7 ? ? ? ? ? ? ? $&$??&z? 9?7 7 7 7 7 ? ??4? 7 7 7 7 ??? 7 7 ? 7 7 9 I ???? ɣ????????7 = q ? 0*!C V'7 V'I V'?I (7 7 7 7 7 7 7 7 ? ? 7 7 7 7 *!7 7 7 7 ????????????????????????????????????????????????????????????????????V'7 7 7 7 7 7 7 7 7 NG ?: Research and Development Agreement THIS RESEARCH AND DEVELOPMENT AGREEMENT (this ?Agreement?) is made and entered into as of [DATE] (the ?Effective Date?) by and between: [The University of Seoul Industry Cooperation Foundation], a company duly incorporated and existing under the laws of Republic of Korea and having its principal office at [163, Seoulsiripdae-ro, Dongdaemun-gu, Seoul] (hereinafter referredto as ?Domestic R&D Institutue?), and [NAME OF ENTITY], a legal entity duly organized and existing under the laws of [COUNTRY] and having its principal office at [ADDRESS] (hereinafter referred to as ?Foreign R&D Institutue?).(hereinafter referred to as ?Party? individually and the ?Parties? collectively, as the contextmay require) RECITALS WHEREAS, Domestic R&D Institute has the capability and expertise to undertake research for [FIRST TECHNOLOGY]; WHEREAS, Foreign R&D Institute the capability and expertise to undertake research for [SECOND TECHNOLOGY]; and WHEREAS, the Parties wish to participate in a joint research and development project (the ?R&D PROJECT?) derived from or incorporating [FIRST TECHNOLOGY] and [SECOND TECHNOLOGY]. NOW THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, the Parties agree as follows:Article 1. DefinitionsWords or expressions used in this Agreement shall have the meanings set forth below unless it is expressly stated to the contrary or any other meaning is apparent in the context in which such words or expressions are used.1.1 ?Affiliate? means any corporation or other business entity which, either directly or indirectly, controls, is controlled by, or is under common control with a Party as of the Effective Date. As used in this definition, the term ?control? means possession of ownership of more than 50% of the nominal value of the issued share capital of the legal entity or of more than 50% of the issued share capital entitling the holders to vote for the election of directors or persons performing similar functions, or right by any other means to elect or appoint a majority of the directors of the legal entity (or persons performing similar functions), and/or the right to elect or appoint directors of such legal entity (or persons performing similar functions) who have a majority vote, and/or the right, entitlement and/or ability to direct the business activities of the legal entity.1.2 ?Background IP? all patents and other intellectual property rights which exists as of the Effective Date, is already owned or controlled by a Party hereto, and is not created or invented under this Agreement, or acquired outside of R&D PROJECT defined in this Article 1.1.3 ?Confidential Information? shall mean all findings, results, data and documents, technical or non-technical, being disclosed or provided by a disclosing Party to a receiving Party under this Agreement and R&D PROJECT results developed by either Party under this Agreement.1.4 ?Know-how? means unpatented technical information (including, without limitation, information relating to inventions, discoveries, concepts, methodologies, models, research, development and testing procedures, the results of experiments, tests and trials, manufacturing processes, techniques and specifications, quality control data, analyses, reports and submissions) that is not in the public domain.1.5 ?Foreground IP? means is all Intellectual Property acquired by Parties (or a third party, which performs work under R&D PROJECT on behalf of the Parties) in the course of performance of R&D PROJECT defined in this Article 1, which is patentable and/or protectable under copyright laws, regardless of whether such knowledge is written down, stored, embodied, or otherwise recorded in e.g. records, descriptions, test set-ups or arrangements, models, devices, equipment, or facilities.1.6 ?Intellectual Property? or ?IP? means any discovery, invention, formulation, know-how, method, technological development, enhancement, modification, improvement, work of authorship, computer software and documentation thereof, data or collection of data, whether patentable or not, or susceptible to copyright or any other form of legal protection.1.7 ?R&D PROJECT? means the performance of research and development work as described in ?R&D PROJECT? means the performance of research and development work as described in the Statement of Work (?SOW?) which is attached hereto as Annex 1.1.8 ?R&D Outcomes? means tangible and intangible outcomes, including products, facilities, equipment and intellectual property rights, that are generated or derived in the process of performing a R&D PROJECT under this Agreement or as a result thereof.Article 2. R&D PROJECT 2.1 R&D PROJECT will begin on [Insert Date] (hereinafter referred to as the ?Commencement Date?) and will continue until [insert date] or until any later date agreed in writing between the parties, or until this Agreement is terminated in accordance with Article 12. If this Agreement is entered into after the Commencement Date, it will apply retrospectively to work carried out in relation to R&D PROJECT on or after the Commencement Date. 2.2 Foreign R&D Institute agrees to carry out the tasks allotted to it in the SOW (Annex 1) with reasonable skill and care, and will provide the human resources, materials, facilities and equipment that are designated as its responsibility in Annex 1. R&D PROJECT will be carried on under the direction and supervision of the Principal Researcher [insert the name of the principal researcher]2.3 The SOW shall include, as a minimum, the name(s) of the principal researcher(s), identification of the research subject, a statement of work, the period of performance, a budget, and such other terms and conditions as may be necessary, set forth in the SOW (Annex 1).Article 3. Implementation and Performance of R&D PROJECT3.1 Each Party shall perform R&D PROJECT in a professional and diligent manner and shall provide its commercially reasonable best efforts in favoring a successful achievement of R&D PROJECT. In particular, Foreign R&D Institute shall undertake and diligently work to perform the research and development work set out in the Agreement and in SOW in accordance with recognized industry practices, techniques, and standards as applied by a qualified and experienced professional.3.2 As coordinated between themselves in advance, the Parties shall in timely fashion furnish each other with the information required to carry out the research and development work under R&D PROJECT and either provide or make available for the duration of the work any necessary documents, objects, and aids in the form appropriate for the intended purpose.3.3 The Parties shall perform R&D PROJECT according to the chronological progress of the research and development work in a time schedule that is subdivided in milestones (included in Annex 1).3.4 All objects, documents, and other materials furnished by Domestic R&D Institute are provided strictly on a loan basis. Upon termination of the Agreement, these must be returned to Domestic R&D Institute so long as the nature of the objects and/or materials allows the return, unless otherwise agreed in a separate loan agreement.3.5 Foreign R&D Institute is required to deliver comprehensive project documentation to Domestic R&D Institute at the latest upon completion of R&D PROJECT. Such documentation shall include the final report of R&D PROJECT, working documents created and all Foreground IP. 3.6 Foreign R&D Institute is willing to take account of any change requests made by Domestic R&D Institute with regard to R&D PROJECT realization to the extent such requested changes are within the scope of the Performance Specifications. Any changes with regard to R&D PROJECT after execution of this Agreement shall be agreed by both parties in writing and such written agreement shall stipulate the payment for the additional costs as well as the deadlines, if the change requests have an impact on the cost structure, deadlines, and/or milestone plan. 3.7 Each Party shall retain sole responsibility for its work. If one of the Parties instructs a third party to carry out its work, it does so in its own name and at its own expense unless both Parties agree not to do. 3.8 A Party that enters into a subcontract with or otherwise involves a third party, including but not limited to its Affiliates, for a part of the Party's tasks in R&D PROJECT shall remain solely responsible for performance of the Party's tasks in R&D PROJECT and for such third Party's compliance with the provisions hereof. For the avoidance of any doubt, such third party's failure to comply with this Agreement shall be deemed to be a breach of this Agreement by the Party who subcontracts to or involves the third party. Further the Party shall ensure that such subcontract or involvement of third party does not affect the rights and obligations of the other Parties under this Agreement.3.9 Nothing in this Agreement shall be deemed to create a partnership with third-party effect between the Parties. Regardless of the foregoing, no Party is entitled to act for or represent any other Party vis-?-vis third parties.Article 4. Payments4.1 Subject to Foreign R&D Institute?s compliance with the terms and conditions of this Agreement and performance of its obligation under this Agreement, Domestic R&D Institute will pay a total fixed amount of US$ [AMOUNT] (in words : [AMOUNT IN WORDS] US Dollars) (?Financial Contribution?) to Foreign R&D Institute after receipt by Domestic R&D Institute of invoices issued in accordance with Annex 1 within 60 days. 4.2 Each payment pursuant to this Agreement shall be paid in U.S. dollar currency by wire transfer.4.3 R&D PROJECT contains a payment plan (included in Annex 1, hereinafter the ?Payment Plan?). The Financial Contribution will be paid in accordance with the Payment Plan, after the respective milestone has been (i) reached and (ii) confirmed by Domestic R&D Institute. The Payment Plan and the amount of Financial Contribution may be amended by Domestic R&D Institute, according to the result of annual evaluation of R&D PROJECT by Specialized Institution. 4.4 The Financial Contribution in accordance with the preceding terms constitutes full and complete consideration for all work performed by Foreign R&D Institute under this Agreement as well as for Foreground IP subject to the terms and conditions of this Agreement. 4.5 Since R&D PROJECT receives funding from Specialized Institution, Foreign R&D Institute will comply with the terms and conditions of that funding of Specialized Institution. In particular, each of the Parties will provide the other with reasonable assistance in submitting any report of R&D PROJECT required by Specialized Institution. 4.6 Foreign R&D Institute shall maintain complete and accurate accounting records of the R&D PROJECT in accordance with generally accepted accounting practices. These records shall be available for inspection, review, and audit at reasonable times by Domestic R&D Institute for five (5) years following the end of Foreign R&D Institute?s fiscal year in which such costs are incurred. Within thirty (30) days following either the completion of R&D PROJECT or termination of this Agreement (for any reason), Foreign R&D Institute shall provide Domestic R&D Institute with a final financial report of R&D PROJECT under this Agreement. The Financial Contribution provided by Domestic R&D Institute for this R&D PROJECT shall be applied to the direct and indirect costs of the R&D PROJECT. 4.7 Foreign R&D Institute will spend R&D expenses under this Agreement, including without limitation labor expenses, research facility/equipment expenses, researchmaterial expenses, and research activity expenses, in the form of R&D exclusive credit cards or bank transfers. Foreign R&D Institute may use the R&D expenses under this Section in the form of bank-issued checks only if they cannot be used in the form of R&D exclusive credit cards or bank transfers. 4.8 In case that Foreign R&D Institute spend R&D expenses for transaction with a business entity in the form of bank transfers, bank-issued checks, or cash payment, a tax invoice or equivalent transaction certification document must be received and kept in accordance with the laws of the country where Foreign R&D Institute is located. Article 5. Tax5.1 The Parties have sole responsibility to comply with respect to their own tax obligations and liabilities rising from this Agreement. Should any loss, damage or any other disadvantage to either Party arise from a breach of the other Party?s obligations or responsibilities under this clause then the Party which is responsible for such loss, damage or any other disadvantage shall fully indemnify the other Party.5.2 All amounts payable to Foreign R&D Institute in respect of this Agreement will be paid after deduction of withholding taxes, levies, duties, interest or administrative fees (?Withholding Taxes?), if any, that must be withheld at source by Domestic R&D Institute and paid to the responsible Tax Authority for the account of Foreign R&D Institute due to legal requirements in accordance with applicable law and regulations.Article 6. Rights pertaining to Foreground IP6.1 Foreign R&D Institute shall document all Foreground IP so long as it is patentable. Such documentation shall be provided to Domestic R&D Institute at the latest upon completion of R&D PROJECT. Foreign R&D Institute shall inform Domestic R&D Institute without undue delay of any inventions made under R&D PROJECT.6.2 Domestic R&D Institute shall solely own any and all Foreground IP, without regard to which Party has created the respective Foreground IP. 6.3 Applications for the protection of patentable Foreground IP shall be filed solely by Domestic R&D Institute. The Parties shall coordinate parallel applications for contractual property rights in other countries in due time before the expiry of the period for claiming priority. Domestic R&D Institute shall bear the patent office and external attorney costs for applications.6.4 Each Party shall be solely responsible for the payment of the inventor's compensation to which its employees are entitled as a result of the invention. However, the Parties shall cooperate in good faith to resolve any unfair situations resulting from such responsibility.6.5 Any compensation payable for employee inventions shall be paid by the respective employer. The foregoing does not affect payment of the flat rate invention payment, which is included in the Financial Contribution. For the avoidance of doubt, the Financial Contribution shall be deemed payment in full for the use and exploitation of Foreground IP by Domestic R&D Institute and its Affiliates.Article 7. Rights pertaining to Background IP7.1 This Agreement does not affect the ownership of any Background IP or any other technology, design, work, invention, software, data, technique, Know-how, or materials which are not results of R&D PROJECT under this Agreement. Background IP will remain the exclusive property of the Party introducing and/or contributing the same to R&D PROJECT.7.2 Foreign R&D Institute shall document all Background IP, which is incorporated in R&D PROJECT. Such documentation shall be provided to Domestic R&D Institute at the latest upon completion of R&D PROJECT.7.3 Each of the Parties hereby grants the other Party during the Term of this Agreement, a royalty-free, fully-paid up, R&D only, and non-transferable non-exclusive license, without rights to sublicense to third party, of its Background IP owned by the respective Parties, solely for the purpose of, and to the extent necessary, to enable the other Party to carry out its obligations under this Agreement. For avoidance of doubt, each Party shall not use any of the other Party?s Background IP in commercial activity, publications or for educational purposes except with the prior written consent of the other Party.7.4 Only if Foreign R&D Institute first obtained the prior written approval from Domestic R&D Institute to include Foreign R&D Institute?s Background IP, to the extent that Background IP of Foreign R&D Institute is necessary for Domestic R&D Institute in order to use and/or exploit the results of R&D PROJECT, including any Foreground IP, upon the request of Domestic R&D Institute, Foreign R&D Institute shall grant to Domestic R&D Institute a non-exclusive, irrevocable, perpetual license to make, have made, use, sell, or offer to sell any patented products covered by such Background IP. Such license is subject to royalties, which shall be (i) based on fair and reasonable conditions, and (ii) agreed on in a separate written agreement.Article 8. Publications8.1 Any publication regarding R&D PROJECT, including, but not limited to, the content of the work conducted under R&D PROJECT and the results of such work, shall require the prior written consent of the respective other Party, which shall not be unreasonably withheld.8.2 A Party intending to publish results of R&D PROJECT will submit to the other Party, in writing, details of any results of R&D PROJECT to be published and request for prior written consent of the other Party, at least 30 days before the date of the proposed submission for such publication.Article 9. Confidentiality9.1 A receiving Party may use Confidential Information for purposes of this Agreement, but agrees neither to use for any other purpose nor to disclose or provide such Confidential Information to any third party, except as follows : (a) the disclosure is made subject to an order by judicial or administrative process requiring the receiving Party to disclose any or all of Confidential Information disclosed to it by the disclosing Party, provided however that the receiving Party shall promptly notify the disclosing Party and allow the disclosing Party reasonable time to oppose such process or to obtain a protective order as necessary measure before disclosing any of Confidential Information disclosed to it by the disclosing Party, and so long as the receiving Party ultimately discloses only such limited part of Confidential Information as legally required to be disclosed; (b) Confidential Information is published or becomes available to the general public other than through a breach of this Agreement; (c) Confidential Information is lawfully obtained by the receiving Party from a third party with a valid right to disclose it, provided that said third party is not under a confidentiality obligation to the disclosing Party; (d) Confidential Information is independently developed by employees, agents or consultants of the receiving Party who had no knowledge of or access to Confidential Information disclosed to it by the disclosing Party to this Agreement as evidenced by the receiving Party's business records; or (e) Confidential Information was lawfully possessed by the receiving Party prior to receipt from the disclosing Party, other than through prior disclosure by the disclosing Party, as evidenced by the receiving Party's business records. 9.2 The receiving Party shall take reasonable measures to maintain the confidentiality of the disclosing Party?s Confidential Information, but no less than the measures it uses for its confidential information of similar type. Further, the receiving Party shall make no copies of the disclosing Confidential Information, in whole or in part, except for a reasonable number of copies necessary for R&D PROJECT. 9.3 The receiving Party shall not use Confidential Information provided to it by the disclosing Party, directly or indirectly, for any purpose other than as specifically set forth in this Agreement. Without limiting the generality of the foregoing, the receiving Party shall not use, manufacture, or sell the disclosing Party's Confidential Information or any device or means incorporating any of the disclosing Party's Confidential Information, and shall not use any of the disclosing Party's Confidential Information as the basis for the design or creation of any device or means. Each Party shall promptly notify the other Party upon discovery of any unauthorized use or disclosure of such Party?s Confidential Information. 9.4 The receiving Party shall limit its internal disclosure of Confidential Information to its Researchers and any personnel having a need to know such information for R&D PROJECT under the same obligations of confidentiality as undertaken by the receiving Party respectively in accordance with Section 9.1 of this Agreement. 9.5 Notwithstanding any termination or expiration of this Agreement, the obligations of confidentiality set forth in this Article shall survive and continue to be binding upon the receiving Party, its successors, and assignees for three years from the termination or expiration date of this Agreement.Article 10. Involvement of third partiesIf Foreign R&D Institute involves a third party to perform work under R&D PROJECT on behalf of Foreign R&D Institute, Foreign R&D Institute assumes full responsibility that such third party complies with all obligations, which Foreign R&D Institute assumes hereunder. This includes, but is not limited to, Foreign R&D Institute2 s obligations with regard to (i) providing Domestic R&D Institute use rights regarding Foreground IP, and (ii) confidentiality. Article 11. Conflicting Third-Party Rights11.1 Foreign R&D Institute shall conduct appropriate investigations to ensure that R&D PROJECT it is to perform and the results thereof do not infringe any Intellectual Property rights belonging to third parties. The Foreign R&D Institute shall bear the costs for the investigations, including any costs for external attorneys. 11.2 If the products and/or methods as a result of R&D PROJECT would infringe third party rights, Foreign R&D Institute shall immediately inform the contact persons of Domestic R&D Institute and seek an alternative form for R&D PROJECT results.11.3 To the extent Foreign R&D Institute fails to notify Domestic R&D Institute of conflicting third party rights of which it is aware or should have been aware using the diligence due and customary in the trade, Foreign R&D Institute shall indemnify Domestic R&D Institute against, hold it harmless from, and procure its release from all third-party claims based on conflicting rights relating to the products as a result of R&D PROJECT.Article 12. Term and Termination12.1 The term of this Agreement begins on the Effective Date and ends on YYYY-MM-DD.12.2 In case that Foreign R&D Institute realizes that the contemplated time period is inadequate, it is required to notify Domestic R&D Institute immediately in writing and explain the reasons. In this event, Foreign R&D Institute shall make proposals as to how the original milestone plan can still be met without changes in performance scopes.12.3 Domestic R&D Institute reserves the right to terminate all or part of this Agreement at any time (unilateral discretionary termination), whereby this Agreement remains the legal foundation for work performed prior to termination. 12.4 Each Party shall have the right to terminate this Agreement with immediate effect in the event that the other Party is in a material breach of its obligations hereunder and fails to remedy such breach within fourteen (14) days after having been given a written notice in respect thereof.12.5 To the extent permitted under applicable law, either Party may terminate this Agreement by written notice if the other Party becomes insolvent, or a petition of bankruptcy or any similar action under relevant bankruptcy or insolvency proceedings is filed by or against said Party, or a receiver is appointed with respect to any asset of said Party or liquidation proceedings are commenced by or against said Party.12.6 Effect of Termination (a) In the event of any termination pursuant to this Article 12, Foreign R&D Institute shall deliver Foreground IP developed up till then to Domestic R&D Institute as soon as possible.(b) In the event of termination pursuant to Section 12.3 of this Agreement, Foreign R&D Institute shall be entitled to demand the Financial Contribution; however, Foreign R&D Institute shall be obliged to offset any expenses saved as a result of the termination of the Agreement or acquired or maliciously omitted to acquire by other use of its manpower.(c) In the event of termination pursuant to Section 12.4 of this Agreement, Foreign R&D Institute shall receive only such parts of the Financial Contribution, as are to be paid for the milestones, which have been reached and confirmed by Domestic R&D Institute, plus expenses incurred prior to termination, which can no longer be rescinded or avoided. It is permissible to show that less work was actually performed / lower expenses were actually incurred.12.7 The provisions of those articles which by their nature or implication are required to survive expiry or termination of this Agreement for any reason shall survive, together with such other provisions necessary to give effect to such provisions. Article 13. Representations and Warranties13.1 Each Party represents and warrants that:(a) it has full power and authority to carry out the actions contemplated under this Agreement and its entry into and performance under the terms of this Agreement will not infringe the rights of any third party or cause it to be in breach of any obligations to a third party; and(b) it will carry out the research and development work in a proper and careful manner based on the latest scientific and technical state of the art, utilizing all of its own applicable knowledge and experience, and with the exercise of scientific due diligence to achieve the technical objectives set forth in the Performance Specifications.13.2 Foreign R&D Institute warrants that there are, at the date of this Agreement, no laws, regulations or other controls which restrict or prohibit the export of the results of R&D PROJECT to Domestic R&D Institute.Article 14. Indemnification and LiabilityEach of the Parties (the ?Indemnifying Party?) shall indemnify, defend and hold the other Party and its officers, researchers, employees, agents and other personnel (the ?Indemnified Party?) harmless from and against any and all damages, costs, expenses, legal fees and other out of pocket expenses incurred by the Indemnified Party in relation to any claim against it arising out of or in connection with the Indemnifying Party?s performance, non-performance or breach of this Agreement. Article 15. Independent ContractorsBoth of the Parties are at all times independent Parties and nothing contained in this Agreement shall be construed or implied to create an agency of or partnership with the other Party. Neither of the Parties has an authority to make contract, incur any obligation or assume any liability on behalf of the other Party.Article 16. Assignment and SubcontractingNo part of this Agreement may be assigned or subcontracted by either Party without the prior written consent of the other Party. Any purported assignment not in accordance with this Article is null and void.Article 17. AmendmentThis Agreement, including the Appendices, may be modified upon mutual written consent of the Parties. No verbal agreement may be binding on the Parties for this purpose.Article 18. NoticesAll notices or other documents that either of the Parties hereto are required or may desire to deliver to the other Party hereto may be delivered only by personal delivery or by registered or certified mail, Email or fax, all postage and other charges prepaid, at the address for such Party set forth below or at such other address as that Party may hereinafter designate in writing to the other. Any notice personally delivered or sent by Email or fax shall be deemed to have been given or received at the time of delivery.For Domestic R&D InstituteFor Foreign R&D InstituteNameNameTitleTitleAddressAddressTel. Tel. EmailEmailArticle 19. Force MajeureThe failure or delay of either of the Parties hereto to perform any obligation under this Agreement solely by reason of acts of God, acts of government, riots, wars, lockouts, accidents in transportation, epidemic or other causes beyond its control shall not be deemed to be a breach of this Agreement; provided, however, that the Party so prevented from complying herewith shall continue to take all actions within its power to comply as fully as possible herewith.Article 20. Entire Agreement20.1 This Agreement constitutes an entire agreement and understanding by and between the Parties with respect to the subject matter hereof and supersedes and cancels any prior representations, negotiations, commitments, undertakings, communications, understandings and agreements, whether written or oral, by and between the Parties in relation thereto.20.2 The Appendices or annexes to this Agreement together with the terms and conditions contained within this Agreement constitute the entire understanding between the Parties hereto and no modifications hereof shall be binding unless executed in writing by the Parties hereto. The Appendices will be binding upon the Parties hereto except to the extent that they may conflict with the terms and conditions contained within this Agreement itself, in which case the terms and conditions of this Agreement shall govern.Article 21. SeverabilityShould any provision of this Agreement be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall in no way be affected or impaired thereby.Article 22. Miscellaneous22.1 The Parties further agree to bind their officers, Researchers, employees, agents, subcontractors and other personnel related to this R&D PROJECT to the terms and conditions of this Agreement.22.2 During the term of this Agreement, no Party shall, on its own or in conjunction with any third party, directly or indirectly, enter into any agreement or arrangement having identical or similar goals to R&D PROJECT.22.3 In the event that a translation of this Agreement is prepared and signed by the Parties, this English language version shall be the official version and shall govern if there is a conflict between this English language version and the translation. All disputes under this Agreement shall be resolved and conducted, regardless of the means or authority, in the English language.22.4 This Agreement may be executed in person or in counterparts by the Parties. If executed in counterparts, each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.Article 23. Export ControlThis Agreement is made subject to any restrictions concerning the export of products or technical information from the countries that may be imposed on the Parties from time to time. Each Party agrees that it will not export, directly or indirectly, any technical information acquired from the other Party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export license or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity in accordance with applicable laws.Article 24. Governing Law and JurisdictionThis Agreement shall be governed, construed, and interpreted in accordance with the laws of the Republic of Korea without regard to any choice of law provisions. Any claim or lawsuit arising from or relating to this Agreement shall be filed and maintained in a court of competent jurisdiction in Seoul, the Republic of Korea, and the Parties agree to personal jurisdiction and convenient forum therein.IN WITNESS WHEREOF, the duly authorized representatives of the Parties have executed this Agreement on the date first written above.For Domestic R&D InstituteFor Foreign R&D InstituteBy (signature):By (signature):Name:Name:Title:Title:Tel. Tel. Date:Date:Attachment$TU^_??????????Z [ \ q ? ? ? ? ? ? ?    B K h i  ? ? ? ? ? ? ? ? ? ? ? Z l o ? ? < = H I i { ????????????????캯?????????к???????????????????????????h?6?@???OJPJQJ^Jh?6?OJPJQJ^Jh?6?5?>*\?whh?6?B*ph?h?6?@???OJPJQJ^Jh?6?5?>*B*\?ph?wh h?6?5?\? h?6?o(h?6?h?6?CJOJPJQJ^JaJ9$%??? ? ? ? ? ? ? ? ? ? o p ? ? ? ? ./????????????????????????????$4$a${ | ? ? /???????????????HIVW12GHLMOP????????TUXY??????????????)',(,>,R,w,x,)-1->-????????????????????????????????????????????????????????????????????????????h?6?OJQJ^J h?6?o(h?6?CJOJPJQJ^JaJh?6?5?>*B*\?ph?whh?6?h?6?>*B*ph?whL??????CD,-????~???????????????????? ??? ?^??`? ? ???W?^??`?W? ???s?^??`?s? ???o?^??`?o? ???h?^??`?h? ???Z?^??`?Z? ???@?^??`?@? ???f?^??`?f??ST?????)*!!o"p"2#3#?$?%?%?'?'???????????????????? ???y?^??`?y? ???j?^??`?j? ???i?^??`?i? ???7?^??`?7? ???u?^??`?u? ???{?^??`?{? ???e?^??`?e? ???v?^??`?v??'?(?(U+V+<,=,>,R,S,?-?-\.].'0(04161?2?2??????????????????? ???U?^??`?U? ?.???^?.`??? ????^??`?? ????^?`??? ???s?^??`?s? ???O?^??`?O? ???k?^??`?k? ???h?^??`?h?>-O-]-^-t-u-?.?.?.?.?3?3?8?8?9?9(;);:;;;!<O<@BnByFzF?G?G?IJ>LYL?S?S?W?W2Z[Z\\]^]?a?ab b5lal?op"p#p5p6p?p?p?p?p?q?q?qr\s?sYtptu2utwuww?w?w?w?w?w?w?w?w?w???????????????????????????????????????????????????????????????????????????????h?4?h?6?CJOJPJaJh?6?CJOJPJQJ^JaJ h?6?o(h?6?h?6?5?>*B*\?ph?whO?2?5?5n7o7?8?8?8?8u:v: <!<O<P<?=?=>>???????????????????????? ???^?^??`?^? ???_?^??`?_? ???J?^??`?J? ???d?^??`?d? ????^??`?? ????^??`?? ????^??`?? ????^?`??????@?@>B?B@BnBoB?C?C?D?DGG?I?I?IJJKKLYLZLDSES?T?T?W?WYY0Z1Z2Z[Z\Z]]]^]`]?????????????????????? ????^??`?? ???,?^??`?,? ????^??`?? ???C?^??`?C? ???t?^??`?t?`]?^?^?_?_?a?a?a?a?a b!b{c|chdid?e?e3g4gPgQg????????????????????? ????^?`??? ????^??`?? ? ???^? `??? ????^??`?? ????^?`??? ??? ?^??`? ? ????^??`??Qg h hnioi8k9k4l5l6lalbl?l?l?m?moo?o?o?op????????????????????? ????^??`?? ?.???^?.`??? ?Z???^?Z`??? ????^?`??? ?i???^?i`??? ?[???^?[`??? ?f???^?f`???p p?q?q?qrrZs[s\s?s?sWtXtYtotptuuuu1u2u?wZwtw?????????????????????????$Iftwuwzww???$Iftkd$$If????09??'?????0???6??????4?4? fa??e4w?w?w?w???$Iftkd?$$If????09??'?????0???6??????4?4? fa??e4?w?w?w?w???$Iftkd?$$If????09??'?????0???6??????4?4? fa??e4?w?w?w?w???$IftkdR$$If????09??'?????0???6??????4?4? fa??e4?w?w?w?w???$Iftkd$$If????09??'?????0???6??????4?4? fa??e4?w?w?w?w?w?w?w?y?y?y?y?y+{,{???????????? ????^??`??tkd?$$If????09??'?????0???6??????4?4? fa??e4?w?w?w?y?y6}O}2~L~j????3?????????????????͇̇هڇ݇???/?0?2?3?5?6?8?9?666666666666666666666666666?666666666?666666666666hH66666666666666660666660000000000000000000000000000000000000000006p02???? 0@P`p??????2(?? 0@P`p?????? 0@P`p?????? 0@P`p?????? 0@P`p?????? 0@P`p?????? 0@P`p??8X?V~???????? 0@?? 0@?? 0@?? 0@?? 0@?? 0@?? 0@?? 0@?? 0@?? 0@?? 0@?? 0@?? 0@?? 0@ OJPJQJ_HmH nHsH tHX`??X \??$d??1$4$7$8$a$KH_HaJmH nHsH tH(A ???( 0??? ?}? ?4?Bi@???B 0\?? \??4? l4?a? $k ???$0??]? ??L? p?o???p ????!$d?1$4$7$8$9DH$a$-B*OJ PJ QJ ^J _HmH nHphsH tH\B\ ??8??,d??9DH$^?,!B*KHOJ PJ QJ ^J aJph*?/??* 0??8? Char^Jz?/??"z ??? 1)$??d?1$4$7$8$9DH$^??a$-B*OJ PJ QJ ^J _HmH nHphsH tHz?/??2z 0??? 2)$??d?1$4$7$8$9DH$^??a$-B*OJ PJ QJ ^J _HmH nHphsH tHz?/??Bz @??? 3)$?Xd?1$4$7$8$9DH$^?Xa$-B*OJ PJ QJ ^J _HmH nHphsH tHz?/??Rz P??? 4)$? d?1$4$7$8$9DH$^? a$-B*OJ PJ QJ ^J _HmH nHphsH tHz?/??bz `??? 5)$??d?1$4$7$8$9DH$^??a$-B*OJ PJ QJ ^J _HmH nHphsH tHz?/??rz p??? 6)$??d?1$4$7$8$9DH$^??a$-B*OJ PJ QJ ^J _HmH nHphsH tHz?/???z ???? 7)$?xd?1$4$7$8$9DH$^?xa$-B*OJ PJ QJ ^J _HmH nHphsH tHn?/???n ??? ??8?!$d?1$4$7$8$9DH$a$)B*OJ QJ ^J _HmH nHphsH tHp?/???p ?8???й$dh1$7$8$9DH$a$1B*CJOJ QJ ^J _HaJmH nHphsH tH??/???? ????1$????d81$4$7$8$9DH$^?`???a$5B*CJOJ PJ QJ ^J _HaJmH nHphsH tH??/???? ?????1$????d81$4$7$8$9DH$^?`???a$5B*CJOJ PJ QJ ^J _HaJmH nHphsH tHl?/???l ?T???d81$7$8$9DH$5@???B*CJOJ QJ ^J _HaJmH nHphsH tHn?/???n ?(?@? ȩ?d????<9DH$1B*CJ OJ QJ ^J _HaJ mH nHph.t?sH tHh?/???h ?(?@? 1d???9DH$1B*CJOJ QJ ^J _HaJmH nHphsH tHp?/??p (?@? 2 ??d???9DH$^??1B*CJOJ QJ ^J _HaJmH nHphsH tHp?/??p (?@? 3!??d???9DH$^??1B*CJOJ QJ ^J _HaJmH nHphsH tH0"0 #D?08????"??B#G$,?/??1, "D?08???? CharaJ0 B0 %D?0???$??B#G$,?/??Q, $D?0??? CharaJPK!????[Content_Types].xml???N?0E?H???-J??@%?ǎǢ|?ș$?ز?U??L?TB? l,?3??;?r??Ø??J??B+$?G]??7O٭V??$?"AbG,fx?F0?_=???'?:??ë?߸? ŌCs?Rꗪ?_??y??ɣG'v??4?+?? ?????Uu???:??O_????sKm??o??|????????M;A:|H"̝k?ع?"??>H??b"?[??)G1??X??Dh??-E\?q????؀??wƒ0? b?x5? ?>c??k?ʾ?0????y2?q7:?????ro>?%6?A??7(??? G>c?[Fw?#??d?0?&¹C?"֐ Ɂ1?VFWHyY?B?????v:??F??G&???CL?0^Fs?"??!???=$B??"???)???1?6?? ?WK?U?fM?>]D&2???s1?#??0Q4?a$u?G??(rn0a??3s??{?????6?F?_??@?tJ? "??K./cf????NVR??????y??y????X??v??????Jz;!?5ueMȷ???;`ɘ????E????Y?ދ?{?v???m=?}?^?4?ܼ??v??????'?ҁXP???&?Cm??Qک?+?Ot?.?J? ?4A??I????p???ˮt2??)wf??@5[}KU??KK6?t??s@??MS̯?eDŽ?{?r?1???????Za?dW???Pڎ?,DYE???????#?j??-߷]???ԇ??"?>Ĕ+?1C???u???Z?߬6;?B????n?Qh?N?[ ??~7????9R`?]?Z?Q??????J?~?Y?{?J۫?=?? ????S??b?U?v???PK!ѐ??'theme/theme/_rels/themeManager.xml.rels??M ?0???wooӺ?&݈Э???56?$Q???,.?a??i????c2?1h?:?q??m??@RN??;d?`??o7?g?K(M&$R(.1?r'J??ЊT???8??V?"??AȻ?H?u}??|?$?b{??P????8?g/]?QAsم(????#??L?[??????PK-!????[Content_Types].xmlPK-!?֧??6 0_rels/.relsPK-!ky???theme/theme/themeManager.xmlPK-!?? ????theme/theme/theme1.xmlPK-!ѐ??'? theme/theme/_rels/themeManager.xml.relsPK]? ?~????? { >-?w=?DFJW??'?2???6??4?D??~?~?@?4?S?T?~?~?@?\??@??@??Unknown???????????? G??.?[x? ?Times New Roman5??Symbol3.? ?.?[x? ?Arial3?????|?)HY????Q??  08???\???? MPretendard;?????|?i0????Batangm??????????? WesternTimes New Roman1?? \??????3>?? /??|?)ѹ@? ??3???.??????h??l????9?????????A????$B?Cambria Math ? h???g???g??k@???k@?!??xx?{~{~J??????? !??????????????????????J>2! xx? ??"Research and Development Agreementuosuos?? ?????Oh??+'??0????????  < HT`hpx?$Research and Development AgreementuosNormaluos2Microsoft Office Word@@lV????@lV??????k?? ??՜.??+,??0 hp|??? ????? ???@{~ #Research and Development Agreement ????  !"#$%&'()*+,-./0123456789:;<=>?@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\]^_`ab????defghij????lmnopqrstuvwxyz{|}~???????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????Root Entry???????? ?F????????Data ????????????c1Table????kV'WordDocument????:?SummaryInformation(????????????DocumentSummaryInformation8?????????CompObj????????????n?????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????? ???? ?FMicrosoft Word 97-2003 ???? MSWordDocWord.Document.8?9?q