COOPERATION AGREEMENT FOR RESEARCH FOCUSED ON TECHNOLOGY DEVELOPMENT BETWEEN FAPESP AND IBM BRASIL
Fundação de Amparo à Pesquisa do Estado de São Paulo - FAPESP, a juridical person of public law, established under the authorization of State Law number 5.918 of 18 October, 1960, with Statutes approved by State Decree number 40.132 of 23 May, 1962, registered at the National Tax Payer Roll under number 43.828.151/0001-45, with head office at Rua Pio XI, 1500, Alto da Lapa, São Paulo, SP, hereinafter named “FAPESP” and hereby represented by its President, Professor José Goldemberg, with special address as stated above for FAPESP, and IBM Brasil – Indústria, Máquinas e Serviços Ltda., registered at CNPJ under the number 33.372.251/0001-56, with registered office at Rua Tutoia, 1157, Paraíso, São Paulo – SP, Brazil, hereinafter named “IBM” and hereby represented by its legal representative, hereby designated as Parties, decide to celebrate the present agreement, under the following terms and conditions:
A) WHEREAS, IBM and FAPESP desire to collaborate to create a collaborative research program, for the purpose of increasing capacity of research in Brazil;
B) WHEREAS, IBM is interested in creating a long-term collaborative ties and sustained relationship with researchers in Brazil, as well as between these researchers and the Universities where they may be connected to;
C) WHEREAS, one objective of the research program is to support high-quality fundamental research in information and communication technologies that is geared towards addressing developments in the Cognitive Systems area (the “Research Projects”);
D) WHEREAS, the parties desire to enter into an agreement under which the parties select and fund the Research Projects, all pursuant to the terms and conditions set forth herein:
NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the adequacy of which the parties hereby acknowledge, the parties agree as follows:
1.1 "Collaborating Research Institution" means a research institution that is selected to receive funding to perform a Research Project as provided in Section 2.2 below.
1.2 "Joint Steering Committee" (or "JSC") means the four-member committee appointed by the parties in accordance with Section 2.1 below.
1.3 "Principal Investigator" means the person from each respective Collaborating Research Institution who is designated in a Research Proposal or other written notice to IBM and FAPESP as having the primary responsibility for supervising, managing, and overseeing a given Research Project on behalf of the Collaborating Research Institution.
1.4 "Research Funding" means that portion of a project budget that is identified in an approved Research Proposal as research funding to be provided by IBM and FAPESP.
1.5 "Research Project" means a research project that is documented in a Research Proposal and has been approved by the JSC to be funded and implemented under this Agreement specifically in the area described in Annex I.
1.6 "Research Proposal" or "Proposal" means a written proposal submitted to the JSC for a Research Project in response to a request for proposals, as described in Section 2.2 below.
2. GENERAL GOVERNANCE
2.1 Joint Steering Committee. The parties will form a four-member Joint Steering Committee composed of two members appointed by each respective party. The JSC will have oversight responsibility for the overall strategic relationship between the parties and the Collaborating Research Institutions in accordance with this Agreement. The JSC will meet periodically to discuss research directions that may be of interest and benefit to the parties, specify themes for the Calls for Research Proposals, pre-select the received proposals according to their compliance with the terms and themes of the corresponding Calls for Research Proposals, review Research Proposals as provided hereunder, issue a recommendation to the Scientific Director of FAPESP about each one of the proposals received, review ongoing Research Projects, define and approve changes in research direction and activities as may be appropriate, manage any differences that may arise between the parties, and make other decisions related to Research Projects under this Agreement. Meetings of the JSC may be by whatever means that the Parties may agree upon (e.g., face-to-face, telephone conference, and/or video conference). Either party may replace one or more of its JSC members at any time by providing written notice to the other party. Any information received by FAPESP regarding the selected proposals, including reports, cancellations and other correspondence, must be shared timely with the JSC.
2.2 Requests for Proposals; Research Proposals; Approval and Implementation.
(a) Requests for Proposals. The JSC will work together to create requests for proposals ("RFPs") for research projects, and will publish such RFPs either to the general public or to a select group of research universities, as agreed by IBM and FAPESP.
(b) Research Proposals. Each RFP and its corresponding Research Proposal should focus on the objective of supporting high-quality fundamental research in information and Technologies in the area of Cognitive Systems listed on Annex I.
c) Content of Proposals. The parties will require that each Proposal submitted in response to an RFP be in a standard format (to be decided by the parties), and contain certain basic information, including at least the following: (a) a detailed description of the proposed Research Project; (b) the amount of Research Funding requested; (c) a detailed budget for the proposed Research Project; (d) the identity and background of the Principal Investigator for the proposed Research Project, and the identity of other project participants; and (e) a proposed schedule for the performance of the proposed Research Project (including the proposed duration of the project).
(d) Review and Selection of Winning Proposals. The JSC will discuss the various proposals submitted in response to RFPs, and will choose the winning proposals to be funded. Both parties must agree on which proposals are to be funded. The JSC may invite third-party experts to be part of an advisory board to evaluate and comment upon proposals, or to act as ad-hoc reviewers, but all recommendations regarding the selection of winning proposals will be made solely by the JSC. The Scientific Director of FAPESP will issue the final decision based on the recommendations of the JSC.
(e) Modifications. If FAPESP, IBM or a Collaborating Research Institution wish to make a change to a Research Project, that party will submit a written request to the JSC along with an amended Research Proposal. The JSC will review, discuss, and promptly decide upon such requests and notify the Principal Investigator of the relevant Collaborating Research Institution of its decision of whether to agree to the change or not.
2.3 Collaborating Research Institution Agreement. FAPESP will require each Collaborating Research Institution, as a condition of receiving funding under this Agreement, to enter into a Collaborating Research Institution Agreement between FAPESP, IBM and the Collaborating Research Institution covering such issues as the handling of the funding for the Research Project, progress reports, conduct of the project, and intellectual property.
2.4 Publicity. The parties will consult with each other before making public announcements or press releases about this Agreement or the status of Research Projects, and will coordinate such announcements or press releases.
3. RESEARCH FUNDING
3.1 IBM's Contribution and FAPESP’s contribution are specified on Section 6.
3.2 Management of Funding. IBM will transfer to FAPESP IBM’s research funding contribution for Research Projects approved by the JSC, and FAPESP will manage the disbursement of the Research Funding to the various projects chosen through the selection process outlined above. FAPESP will communicate to the recipients of project funds that IBM has co-funded the project, and request that Principal Investigators reference that their research is equally supported by FAPESP and IBM.
4.1 In accordance with the section above, the purpose of this Agreement is to establish the conditions for selection and funding of scientific and technological research involving collaboration between scientists working in public or private research or teaching institutions in the State of São Paulo, Brazil and/or scientists from the IBM for the Research Projects.
4.2 The research will be selected through publicly announced Call for Research Proposals, prepared according to the guideline in Annex II, which is an integral and inseparable part of this Cooperation Agreement for all legal intents and purposes all in accordance with Section 2 above.
5. EXECUTION OF AGREEMENT
5.1 The Calls for Research Proposals will be issued by FAPESP, after the express and written agreement of the JSC.
5.2 In the event that a Proposal will not be supported under this Agreement, either Party may at its sole discretion elect to provide support, individually, by its own mechanisms, without prejudice to this Agreement and no breach of the terms of it.
6. FINANCIAL CLAUSES
6.1 Financial support for the research selected under this Agreement will encompass a total of US$250,000.00 from FAPESP and US$250,000.00 from IBM, to a total of US$500,000.00 to be used over the (10) ten years duration of this Agreement.
6.1.1 The amount funded by IBM as per section 3.1. does not represent any obligation for IBM to provide any other funds during the term of this Agreement, even if the fund is used in a shorter period of time than the term of this Agreement.
6.2 IBM or FAPESP may provide additional funding for selected research under this Agreement at their sole discretion.
6.3 The funding by both parties will be disbursed according to the working plan and the schedule of disbursements approved in each proposal.
6.4 The release of funds and the procedures for the execution of expenditure can only start after the signing of the Agreement between FAPESP, IBM and the Institutions where the proposals approved under this Agreement are to be developed.
7.1 FAPESP and IBM agree to keep confidential the content of the proposals submitted for analysis in the scope of this agreement.
7.2 FAPESP can publish a summary containing the Title, Collaborating Institution, Principal Investigators and composition of the research team, relevant dates and an abstract of each selected proposal.
8. INTELLECTUAL PROPERTY
8.1 All rights and obligations relating to Intellectual Property over the results of the research activities financed under this agreement will be defined and determined by Terms of Agreement between IBM, FAPESP and the Institutions to which the Principal Investigators of the selected projects are affiliated, according to Annex II, Section 3, “e”. FAPESP may participate in intellectual property rights according to the dispositions of Portaria PR 04/2011.
8.2 This Agreement does not affect the ownership of any Intellectual Property in any prior developed or provided, by one party, of intellectual property rights, software, process, design, any other technology, design, work, invention, data, technique, know how or any other materials subject to copyrights (the “Background Intellectual Property”) that are not Results. Results shall mean any intellectual property, software, process, design, any technology, work, invention, data, technique, know how or any other materials subject to copyrights developed under the proposal scope and under the terms of the separate agreement to be signed by the parties and the Institution. The intellectual property of Background Intellectual Property will remain the property of the party that contributes to the Project (or its licensors). No license to use any intellectual property is granted or implied by this Agreement except the rights expressly granted herein.
9. GOOD PRACTICES COMMITMENT
9.1 IBM declares hereby that is aware, knows and understands the terms of Brazilian anticorruption laws or any other applicable laws on the subject of this Cooperation Agreement, in particular Law No. 12.486, of August 1th, 2013, and the Foreign Corrupt Practices Act (FCPA) of the United States of America, with the commitment to refrain of any activity that is a violation of the provisions established in the Anticorruption Laws.
9.2 IBM, for itself and their officers, directors, employees, agents, owners and shareholders, acting on their behalf, hereby declares that is aware and fully agrees with the terms of the Code of Scientific Good Practices of FAPESP, which becomes integral part of this Agreement and will not engage in any act or omission in the fulfillment of the responsibilities established in the referred document.
For the purposes of this Clause, IBM declares in this Cooperation Agreement that:
9.2.1 It has not violated, is violating or will violate the national and international anti-corruption laws;
9.2.2 It is aware that any activity that violates the anti-corruption laws is forbidden and knows the possible consequences of such violation.
9.3 Any noncompliance of anticorruption laws by Parties, in any of its aspects, will motivate the cancellation of this Cooperation Agreement, regardless of any notice.
10.1 This Agreement will be valid from the date of signature and will remain in force for ten (10) years after that date, with exception to the confidentiality clause that will remain in effect for five (5) years after the termination of this Agreement.
11.1 Either party can terminate this Agreement at any time by communicating the other party of their intention of cancellation with a minimal pre-warning of 3 months.
11.2 This cancellation will not affect projects which are ongoing at the time it occurs, including the celebration, execution and disbursements of the Agreements according to Annex II, Section 3, “d”.
12.1 Any notices or requests in connection with this Agreement will be in writing and addressed to the Parties as follows:
IBM Brasil Ltda.:
Rua Tutoia, 1157 – 5o andar, Paraíso
CEP 04007-900 – São Paulo, SP, Brazil
A/C: Cláudio Pinhanez
Fundação de Amparo à Pesquisa do Estado de São Paulo
Rua Pio XI, 1500, Alto da Lapa
CEP 05468-901, São Paulo, SP, Brasil
A/C: Diretor Científico
13. LABOR UNTYING
13.1 The personnel assigned to perform the services, by a party does not maintain connection with the other party of any kind, taking responsibility for each party for all costs related to labor, social welfare and / or tax relating to its employees, contractors or agents, assuming therefore their status as single employer.
13.2 Each party so unilaterally takes on responsibility for any possible grievance that can be attempted against the other parties for their employees, contractors or agents, in terms of services provided.
14. WARRANTY DISCLAIMER
THE ABOVE WARRANTIES ARE THE ONLY WARRANTIES MADE BY THE PARTIES HEREUNDER. ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, ARE HEREBY DISCLAIMED.
15. LIMITATION OF LIABILITY
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGE OR INJURY TO PROPERTY OR LOST PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16. LIABILITY CAP/SOLE REMEDY
EACH PARTY'S TOTAL LIABILITY, IN THE AGGREGATE, FOR ANY CLAIMS OR DAMAGES WHATSOEVER RELATING TO OR ARISING OUT OF A PARTICULAR RESEARCH PROJECT CONDUCTED UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, WILL BE LIMITED TO THE TOTAL AMOUNTS PAID TO FAPESP BY IBM UNDER THIS AGREEMENT.
17. LEGAL VENUE
Any doubts or disagreements resulting from the execution of this contract will be brought before the Court of the São Paulo (Foro da Comarca de São Paulo), by mutual agreement and renouncing any other venue.
The following documents are considered part of this Agreement:
Annex I: List of Themes of Interest for this Agreement
Annex II: General Guidance for the Call for Research Proposals
Annex III: FAPESP Procedures for review and selection of proposals
Except as expressly provided in this Agreement, neither IBM nor FAPESP will have the right to assign, delegate or transfer at any time to any party, in whole or in part, any or all of the rights, duties and interest herein granted without first obtaining the written consent of the other to such assignment.
20. COMPLIANCE WITH LAW AND EXPORT CONTROLS
In carrying out this Agreement, the parties will comply with all local, state, and federal laws and regulations. The parties further acknowledge and agree that the transfer of certain commodities and technical data is subject to United States laws and regulations controlling the export of such commodities and technical data, including the Export Administration Regulations of the United States Department of Commerce. These laws and regulations among other things, prohibit or require a government license for the export of certain types of technical data to certain specified countries. The parties hereby agree that they will comply with all United States laws and regulations controlling the export of commodities, technology and technical data.
If any provision, or portion thereof, of this Agreement is determined to be invalid or void by a court of competent jurisdiction, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. This Agreement has been negotiated by the parties and their respective counsel and will be fairly interpreted in accordance with its terms and without any construction in favor or against either party.
In full and mutual agreement, this Agreement of Cooperation is signed in two copies.
São Paulo, ________________________________
Fundação de Amparo à Pesquisa do Estado de São Paulo - FAPESP
Prof. José Goldemberg
IBM Brasil – Indústria, Máquinas e Serviços Ltda.
Ulisses T. Mello
Research Lab Director
Annex I: List of Themes of Interest for this Agreement
The themes of interest of FAPESP and IBM to be addressed in CFP under this Agreement are:
1) Cognitive Computing, including
1.1) Artificial intelligence theory and applications;
1.2) Natural language processing, text and speech;
1.3) Planning and common-sense reasoning;
1.4) Knowledge representation, knowledge graphs, and onthologies;
1.5) Probabilistic reasoning, machine learning, and neural networks;
1.6) Image processing and computer vision;
1.7) Robotics and embodied cognition;
1.8) Interaction design and evaluation of cognitive computing systems;
1.9) Affective computing and persuasive technologies;
1.10) Visual analytics and data visualization;
1.11) Hardware and software accelerators and platforms for cognitive computing;
1.12) Big data analytics, including hardware acceleration;
1.13) Related topics in artificial intelligence and data analytics.
The themes of interest can be modified by decision of the Joint Steering Committee at any time. Approval of a Call for Proposals by the Joint Steering Committee shall have the effect of amending this section.
Annex II: General Guidance for the Call for Research Proposals
1. General Provisions
a) Call for Research Proposals will be prepared by the Joint Steering Committee for the FAPESP - IBM cooperation following the guidelines set forth below.
b) The Call for Research Proposals will invite researchers from public or private institutions of higher education and research, in the State of São Paulo to submit Research Proposals in research areas of interest of IBM and FAPESP.
c) Each Call for Research Proposals will contain the list of research themes of interest as set forth, according to the decision of the Joint Steering Committee FAPESP-IBM.
d) Call for Research Proposals should make clear:
1. The themes to be prioritized in each call,
2. The format for proposals,
3. The process of evaluating and selection of proposals as set forth in Annex III and
4. The schedule for submission of proposals and assessment phases in compliance with the specifications contained herein.
2. The Contributions of the Parties
a) Up to the limit set forth on item 3.1.1. of the Section 3 of the Agreement, the total cost of all research selected in each Call for Research Proposals will be financed with 50% of funds from FAPESP and 50% from IBM.
b) FAPESP ’s and IBM’s funds will be directed to the institutions of higher education and research in the State of Sao Paulo and can be applied according to the rules for use of research funds awarded by FAPESP.
3. Format for the CFRP
a) Each Call for Research Proposals will invite research proposals from researchers from institutions of higher education and research in the State of São Paulo.
b) Each proposal will have a Principal Investigator associated with an institution of higher education and research in the State of São Paulo.
c) The Principal Investigator must have a Ph.D. degree or equivalent and proven experience in the subject of the proposal.
d) For each Research Proposal selected, the cooperation between FAPESP, IBM., and the institution of higher education and research in the State of São Paulo to which the Principal Investigator is associated will be determined by a separate agreement which will define:
d.1) The schedule of disbursements and financial reports;
d.2) The definition and timing of expected results at each stage of the research;
d.3) Clauses on Intellectual Property, commercial exploitation and confidentiality;
d.5) Legal venue.
e) The participation of the IBM, and/or its indicated scientists, in the approved research will be discussed by FAPESP with the Principal Investigators of the selected proposals after the end of the selection procedure.
Annex III – FAPESP Procedures for review and selection of proposals
1) Proposals are received by FAPESP.
2) For the cases of Calls for Research Proposals issued by FAPESP as a result of an Agreement with other organizations the proposals are analyzed by the Joint Steering Committee for that cooperative agreement to examine their compliance with the terms of the Call for Proposals.
3) Proposals are submitted to a panel called an “Area Coordination” of FAPESP, according to the predominant area of knowledge of the proposal, for the indication of reviewers.
3.1) Proposals with a budget of less than three hundred thousand Brazilian Reais require at least one reviewer. Above this budget value each proposal requires a minimum of three reviewers. A number of reviewers larger than the specified minimum can be used at “Area Coordination’s” discretion.
4) Proposals with reviews are submitted to the “Area Coordination” of the Scientific Directorate for the issuance of a recommendation regarding its approval and, in positive, the suggested budget.
5) Proposals are then submitted to a second panel, called the “Adjunct Coordination”, for additional review regarding compliance with FAPESP ’s regulations, consistence between reviews and recommendation by the “Area Coordination”. The “Adjunct Coordination” issues a recommendation regarding the approval and the budget, in case of a positive recommendation.
6) For the cases of Calls for Research Proposals issued by FAPESP as a result of an Agreement with other organizations the proposals are analyzed by the Joint Steering Committee for that cooperative agreement. The JSC analyzes the proposal, the reviews, the recommendations by the “Area Coordination” and by the “Adjunct Coordination” and then issues a final recommendation to the Scientific Director.
7) The Scientific Director issues the decision for the proposal.