LETTER OF INTENT FOR COLLABORATION BETWEEN THE GEORGE WASHINGTON UNIVERSITY AND SÃO PAULO RESEARCH FOUNDATION
This Letter of Intent for Collaboration (“Letter”) is entered into by and between the George Washington University (“GW”), a congressionally chartered nonprofit corporation located in the District of Columbia, U.S.A. and the São Paulo Research Foundation (“FAPESP”), located in São Paulo, Brazil (each, a “Party”, and together, the “Parties”).
I. Purpose and Areas of Collaboration
A. The objective of the Letter is to memorialize the Parties intent to implement scientific and technological cooperation between researchers from GW and from the State of Sao Paulo, Brazil, through the funding of joint research projects.
B. The Parties agree to areas of collaboration that may include but are not limited to research in engineering, public health, medicine, science, and humanities.
C. 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.
D. Activities of scientific exchange that will help prepare the ground for the development of cooperative research projects between teams from the State of São Paulo and from The George Washington University, including but not limited to, scientific exchange visits, workshops and bilateral scientific seminars.
E. Areas of interest can be specified by the Steering Committee, in the calls for research proposals.
A. Term. The term of this Letter shall be three (3) years beginning from the date of the last signature by representatives of both Parties. The term of this Letter shall expire on the earlier of (i) the effective date of a definitive agreement between the Parties regarding the collaboration identified in Section I, or (ii) upon the expiration of the term of this Letter. The term of this Letter may be extended or terminated by mutual agreement in writing by the Parties.
B. Financial Terms. GW agrees to internally allocate up to (US$25,000.00) towards its own costs and expenses, and FAPESP agrees to allocate the funds it deems appropriate, but not less than the amount allocated by GW, in support of the areas of collaboration identified in Section 1, in accordance with the scientific relevance and the national legislation in each country of the Parties and their own budget availability. The Parties agree that the funds described in this Section II.B are intended to support only scientific research collaboration or other substantive programs described in Section I. The Parties agree that any binding terms and conditions regarding such collaboration, including but not limited to specific financial terms and obligations, will be set forth in a definitive written agreement to be executed by authorized representatives of the Parties.
C. Regulatory Approvals. The Parties will use reasonable efforts to timely obtain any required permits, certifications, registrations, exemptions, or any other regulatory approvals or authorizations, and all activities under this Letter are contingent on obtaining the same and if required, must be obtained prior to the initiation of the pertinent activity.
D. Use of Names and Marks. Neither Party shall use the registered marks of the other Party without the prior written consent of the other Party in each instance.
E. Mutual Nondisclosure. The Parties wish to explore a potential business relationship in connection with which confidential information (defined as any non-public information, including but not limited to financial terms and customer lists) may be shared between GW and FAPESP. Each Party agrees not to use any confidential information disclosed to it by the other for its own use or for any purpose other than to carry out discussions concerning the Letter.
F. Compliance with the Laws. Each Party agrees that, in connection with the Letter, it will take no action, or omit to take any action, which would cause another party to be in violation of the applicable laws and regulations of the United States, including but not limited to the U.S. Foreign Corrupt Practices Act, U.S. anti-boycott laws, and U.S. export control laws, or the applicable laws of the State of São Paulo and Brazil. Each Party agrees that, in connection with the Letter, it will not offer, give or promise to give, directly or indirectly, anything of value to any government official, political official, political candidate, or employee thereof or to any third party while knowing that such item of value or any portion thereof may be offered, promised or given to a government official, political party official, political candidate or employee thereof, for the purpose of obtaining or retaining business or to secure an improper advantage.
G. Communications. For purposes of this Letter, all communications should be directed to:
Att.: Scientific Director
Rua Pio XI, 1500 - Alto da Lapa
CEP 05468-901 - São Paulo / SP - Brasil
Vice President for Research
The George Washington University
2121 I St NW Suite 601
Washington DC 20001
H. Other Terms. The Parties agree that additional binding terms and conditions, including but not limited to scientific, ownership, publication, legal, and administrative terms, will be funded under a written agreement to be executed by George Washington University and the Higher Education and Research Institution in the State of São Paulo, to which the PI from São Paulo is affiliated, prior to the initiation of such projects, and subject to all customary internal approvals required by each Party. Both Parties agree that any research proposals to third party funding entities prepared pursuant to this Letter, including government agencies, must include all certifications and other requirements of the funding entity. The activities arising under this Letter should not be construed to imply or extend any U.S. accreditation status to FAPESP.
I. The Parties will appoint two representatives, one from each Party, which will form a Joint Steering Committee responsible for the continuation of this Letter.
J. The Parties agree that this Letter 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. The undersigned individuals represent and warrant that they are duly authorized by their respective institutions to execute this Letter in two original copies in English and Portuguese, both texts being equally authentic.
For the George Washington University: