ANNEX
TO THE AGREEMENT BETWEEN
THE GOVERNMENT OF THE UNITED STATES OF AMERICA
AND
THE GOVERNMENT OF THE RUSSIAN FEDERATION
REGARDING COOPERATION IN THE AREA
OF
NUCLEAR MATERIAL PHYSICAL PROTECTION,
CONTROL AND ACCOUNTING

The Parties shall ensure adequate and effective protection of intellectual property created or furnished under this Agreement and relevant implementing agreements. The Parties agree to notify one another in a timely fashion of all intellectual property created and results of scientific and technical work obtained under this Agreement and to seek protection for such intellectual property in a timely fashion. Rights to such intellectual property shall be allocated in keeping with the provisions of this Annex.

I. Definitions

A. The term "intellectual property" shall have the meaning found in Article 2 of the Convention Establishing the World Intellectual Property Organization, which was signed in Stockholm on July 14, 1967.

B. The term "participants" shall mean natural persons or legal entities participating in joint activities within the framework of implementation of this Agreement.

C. The term "background intellectual property" shall mean intellectual property created outside this Agreement belonging to the participants, the use of which is necessary for the implementation of activities under the Agreement.

II. Scope

A. This Annex is applicable to all cooperative activities undertaken pursuant to this Agreement, except as otherwise agreed by the Parties or their Executive Agents.

B. This Annex addresses the allocation of intellectual property rights and takes into consideration the interests of the Parties.

C. Each Party shall ensure that the other Party can obtain the rights to intellectual property allocated in accordance with this Annex. If necessary each Party shall obtain those rights from its own participants through contracts, license agreements or other legal documents. This Annex does not in any other way alter or prejudice the allocation of rights between a Party and its participants.

D. Disputes concerning intellectual property arising under this Agreement shall be resolved through discussions between the participants, or, if necessary, the Parties or their Executive Agents, which may in this context utilize the Joint Coordinating Committee. Upon mutual agreement of the Parties or participants, a dispute shall be submitted to an arbitral tribunal for binding arbitration in accordance with the Agreement and the applicable rules of international law. Until such time as the Parties or their participants have agreed otherwise in writing, they shall be governed by arbitral rules.

III. Allocation of Rights

A. Each Party, its Executive Agent or other authorized representative designated by a Party shall be entitled to a nonexclusive, irrevocable, royalty-free license for non-commercial purposes in all countries to translate, reproduce, and publicly distribute scientific and technical journal articles, papers, reports, and books directly resulting from cooperation under this Agreement. All publicly distributed copies of a copyrighted work prepared under this provision shall indicate the names of the authors of the work unless an author explicitly expresses the desire to remain anonymous.

B. Rights to all forms of intellectual property created under this Agreement, other than those rights described in Section III.A above, shall be allocated as follows:

  1. For intellectual property created during joint research, for example, if the Parties or their participants have agreed in advance on the scope of work, each Party, its Executive Agent or other authorized representative designated by a Party shall be entitled to all rights and interests in its own country. Rights and interests in third countries shall be determined in implementing agreements, taking into consideration the following factors, as appropriate:

a) the nature of the cooperation;
b) the contributions of each of the Parties and its participants to the work to be performed, including background intellectual property,
c) the intentions, capabilities, and obligations of each of the Parties and its participants to provide legal protection of intellectual property created,
d) and the manner in which the Parties and their participants will provide for the commercialization of intellectual property created, including, where appropriate and possible, joint participation in commercialization.

In addition each person named as an inventor or author shall be entitled to receive rewards in accordance with the policies of each Party’s participating institution.

2. Visiting researchers not involved in joint research, for example, scientists visiting primarily in furtherance of their education, shall receive intellectual property rights under arrangements with their host institutions. In addition, each such visiting researcher shall be entitled to receive rewards in accordance with the policies of the host institution.

3. In the event either Party believes that a particular joint research project under this Agreement will lead, or has led, to the creation or furnishing of intellectual property of a type that is not protected by the applicable laws of the Russian Federation or the United States of America, the Parties shall immediately hold consultations to determine the allocation of the rights to the said intellectual property. Such joint activities shall be suspended during the consultations unless otherwise agreed to by the Parties. If no agreement can be reached within a three-month period from the date of the request for consultations, the Parties shall cease the cooperation under the project in question.

C. Rights to background intellectual property may be transferred by the Parties and their participants through license agreements between individuals and/or legal entities. Such license agreements may reflect the following:

  1. definitions,
  2. identification of intellectual property being licensed and the scope of the license,
  3. royalty rates and other compensation;
  4. requirements for protection of business-confidential information,
  5. requirement to comply with the relevant intellectual property and export control laws of the Russian Federation and the United States of America,
  6. procedures for record keeping and reporting,
  7. procedures for dispute resolution and termination of each agreement, and
  8. other appropriate licensing terms and conditions.

IV. Business-confidential information

In the event that information identified in a timely fashion as business confidential is furnished or created under this Agreement, each Party and its participants shall protect such information in accordance with applicable laws, regulations, and administrative practice. Information may be identified as "business-confidential" if a person having the information may derive an economic benefit from it or may obtain a competitive advantage over those who do not have it, if the information is not generally known or publicly available from other sources, and if the owner has not previously made the information available without imposing in a timely manner an obligation to keep it confidential. Neither Party nor its participants shall publish or transfer to third parties business-confidential information furnished or created under this Agreement without the prior written consent of the other Party or its participants.

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