COOPERATION AGREEMENT FOR RESEARCH BETWEEN THE SÃO PAULO RESEARCH FOUNDATION AND THE UNIVERSITY OF SURREY
The SÃO PAULO RESEARCH FOUNDATION , established by Law nº 5.918, of October 18th, 1960, with headquarters at Rua Pio XI, 1500, Alto da Lapa, São Paulo, SP, enrolled in CNPJ/MF under nº 43.828.151/0001-45, herein represented according to article 11, “a” of Law nº 5.918, combined with its General Rule approved by Decree n° 40.132, of May 23, 1962, represented by its President, Prof. JOSÉ GOLDEMBERG, in the exercise of the powers delegated by Act of the Governor of the State of São Paulo, published in the Official Gazette of the State, of August 22nd, 2015, hereinafter referred to as “FAPESP”, and the UNIVERSITY OF SURREY, established by Royal Charter dated 9 September 1966, in England and Wales (under number RC00671), of Stag Hill, Guildford, GU2 7XH, represented by its Vice Chancellor, Deputy Vice Chancellor, Research and Innovation, Prof. MICHAEL KEARNEY, hereinafter referred to as “Surrey”, each a “Party” and together referred to as the “Parties”:
CONSIDERING the importance of promoting cooperation in scientific and technological research between England, UK and the Sao Paulo State, Brazil, wishing to strengthen this cooperation on the basis of equality and mutual benefit;
CONSIDERING need to strengthen the links between the scientific communities of both countries and also to encourage new forms of collaboration between its research centers;
WISHING to promote initiatives collaboration in scientific research and technological development in priority areas of interest to both Parties, fostering bilateral cooperation;
Agree as follow:
Through this Cooperation Agreement hereinafter referred to as the “Agreement”, the Parties will implement scientific and technological cooperation between researchers from England and from the State of Sao Paulo, Brazil, through the funding of joint research projects between researchers from Surrey and researchers affiliated to institutions of higher education and research in the State of São Paulo, liable to receive funding by the Parties, hereinafter referred to as “Projects”.
2. Methods of Collaboration
The Parties will promote such collaboration, observing its international obligations and domestic laws and other existing regulations through mechanisms such as:
2.1 Implementation of Projects on issues of common concern, exchanging knowledge and results;
2.2 Organization of scientific and technological seminars, specialized workshops, symposia and other scientific meetings of mutual interest, to promote interaction between institutions and research groups relevant to both countries, with the goal of identifying future areas for cooperation;
2.3 Activities of scientific exchange that will help prepare the ground for the development of cooperative Projects between teams from São Paulo and from England, including but not limited to, scientific exchange visits, workshops and bilateral scientific seminars;
i. In case of scientific exchange, the Parties will appreciate proposals that contribute to prepare the base for joint Projects.
3. Scientific Areas
The activities mentioned in the first item could be developed, in principle, in all areas of knowledge. Areas of interest will be specified by the joint management board hereinafter referred to as the “Joint Steering Committee”, in the calls for Project proposals.
4.1 The Parties will establish one or more actions according to Clause 2 and in accordance with the scientific relevance, codes of practice and the national legislation in each country of the Parties and their own budget availability.
4.2 The Parties will appoint two (2) representatives from each Party, which will form the Joint Steering Committee responsible for the administration, selection and management of the Projects; the continuation of this Agreement and for drafting of calls for Project proposals hereinafter referred to as a “Call”.
4.3 The Parties will publish up to one (1) Call every two (2) years.
4.4 For the elaboration of the actions, the Parties may provide, by agreement, the most appropriate procedures including: mechanisms such as: delegation meetings, workshops, correspondence and other procedures.
4.5 Each Party will receive and review the Project proposals according to its own criteria and rules. After the revision of the Project proposals, the Parties will decide in a meeting which Project proposals will be supported.
4.6 The Parties may establish joint procedures for the submission and review of the Project proposals in case of mutual interest and the decision of the Joint Steering Committee.
4.7 The Parties will support up to six (6) Project proposals per Call. The duration of each Project will be a maximum period of two (2) years.
5.1 For each of the Projects that are approved by the Joint Steering Committee, Surrey will assume the funding of research teams from England and FAPESP of the research teams from the State of Sao Paulo, Brazil, in all cases according to their national rules and regulations and budget availability.
5.2 The Parties will each contribute with up to six thousand Pounds Sterling (£6,000) (or the equivalent in Brazilian Reals) per Project, per year, for funding the Projects selected under this Agreement.
6. Intellectual Property
6.1 The Parties agree that when the actions taken by virtue of this Agreement result in products of commercial value and Intellectual Property rights, they will regulated by national legislation and international conventions in force. Participants should also observe the Intellectual Property Policy of the Party responsible for the funding of their team.
6.2 In the case of joint ownership of Intellectual Property, the relevant Parties will in good faith endeavor to establish a joint ownership agreement regarding the allocation and terms of exercising that joint ownership, taking into account the relevant contributions of the Parties.
6.3 The Parties acknowledge that they have no right to use Intellectual Property exclusively owned or licensed by the other Party except and subject to such written consents and restrictions as may be specified by the other Party.
6.4 “Intellectual Property” shall mean intellectual property of any description including but not limited to all inventions, designs, information, specifications, formulae, improvements, discoveries, know-how, data, processes, methods, techniques and the intellectual property rights therein, including but not limited to, patents, copyrights, database rights, design rights (registered and unregistered), trademarks, trade names and service marks, applications for any of the above.
Each Party will use reasonable endeavours not to disclose to any third party any Confidential Information nor use for any purpose except as expressly permitted by this Agreement, any of another Party’s Confidential Information. No Party shall incur any obligation under clause 7 with respect to information which:
7.1 Is known to the receiving Party before the start of the Agreement Term, and not impressed already with any obligation of confidentiality to the disclosing Party; or
7.2 Is or becomes publicly known without the fault of the receiving Party; or
7.3 Is obtained by the receiving Party from a third party in circumstances where the receiving Party has no reason to believe that there has been a breach of an obligation of confidentiality owed to the disclosing Party; or
7.4 Is independently developed by the receiving Party; or
7.5 Is approved for release in writing by an authorised representative of the disclosing Party; or
7.6 The receiving Party is specifically required to disclose in order to fulfil an order of any Court of competent jurisdiction or legal, statutory or other regulatory authority requirement.
This Agreement shall be valid for a period of five (5) years from the date of its signing and may be extended by mutual agreement between the Parties in written amendment to this Agreement.
The Party may terminate this Agreement by written notice, with a period of six (6) months in advance.
8.1 In addition to the Party’s rights to terminate the Agreement above, either Party may by notice in writing terminate the Agreement with immediate effect if the other Party:
i. Passes a resolution for its winding-up; or
ii. A court of competent jurisdiction makes an order for that Party’s winding-up or dissolution; or makes an administration order in relation to that Party; or
iii. Appoints a receiver over, or an encumbrancer takes possession of or sells an asset of, that Party; or
iv. Makes an arrangement or composition with its creditors generally; or
v. Makes an application to a court of competent jurisdiction for protection from its creditors generally; or
vi. Is prevented by reason of any cause preventing either Party from performing any or all of its obligations which arises from or is attributable to acts, events or omissions beyond the reasonable control of the Party so prevented including, to the extent that these are beyond such control, nuclear accident or acts of God, war or terrorist activity, riot, civil commotion, fire, flood or storm hereinafter referred to as “Force Majeure Event” for a continuous or aggregate period of more than twenty (20) days in total.
8.2 The termination of this Agreement shall not bring harm to the implementation of Projects already approved or which had already started, in which case subject to available funds the Parties should keep their budget for the Projects during the term of its validity, as if the Agreement was not terminated.
Any notice to be served on either of the Parties by the other shall be made in writing and shall be sent to the following addresses:
Rua Pio XI, 1500 - Alto da Lapa
CEP 05468-901 - São Paulo/SP - Brasil
Att.: Scientific Director
Guildford, Surrey, GU2 7XH, UK
Att: Director of Research and Innovation
This Agreement may be amended by mutual consent of the Parties and made official by written Addenda.
11. Limitation of Liability
11.1 The Parties undertake to make no claim in connection with this Agreement or its subject matter against any employees, students, agents or appointees of the other Parties (apart from claims based on fraud or wilful misconduct). This undertaking is intended to give protection to individual researchers: it does not prejudice any right which a Party might have to claim against any other Party.
11.2 The liability of any Party for any breach of this Agreement, or arising in any other way out of the subject-matter of this Agreement, will not extend to loss of business or profit, or to any indirect or consequential damages or losses.
11.3 In any event, the maximum liability of any Party under or otherwise in connection with this Agreement or its subject matter shall not exceed the total value of the funding paid by each Party.
11.4 Nothing in this Agreement shall restrict the liability of either Party for death or personal injury arising from its negligence or for fraud.
12.1 Each Party covers its own administration costs regarding its contribution to the Call, unless otherwise jointly decided.
12.2 This Agreement is subject to the availability of funds in the budget of the Parties and the applicable laws and regulations of their respective countries.
12.3 The Parties shall maintain the highest ethical and legal standards in funding research under this Agreement.
12.4 The Parties agree that this Agreement is produced in good faith, so that any dispute and / or interpretation arising therefrom in relation to its implementation, execution and compliance will be resolved jointly by them and shall be in writing. If no agreement is reached between the Parties, this document will be terminated without liability to the Parties that should agree how to conclude the actions in progress to date of notification of termination by either party.
Signed in in two original copies in English and Portuguese, both texts with the same content and being equally authentic.