Versão em português

Agreement between FAPESP and Statoil Brasil Óleo e Gás Ltda.

The Fundação de Amparo à Pesquisa do Estado de São Paulo - FAPESP, a legal entity of public law, established under the authorization of State Law number 5.918 of 18 October, 1960, with bylaws 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 its 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, and Statoil Brasil Óleo e Gás Ltda., a company existing under the laws of Brazil, with its head office at Rua do Russel 804, 8th to 12th floors, Glória, CEP 22210-010, Rio de Janeiro, RJ, herein represented in accordance with its article of association, registered at the National Tax Payer Roll under number 04.028.583/0001-10hereinafter named STATOIL and hereby represented by its legal representatives, hereby designated as Party or Parties, decide to celebrate this Agreement, under the following terms and conditions:

1. Purpose

1.1 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 STATOIL. The researches should help build scientific and technological competencies, encourage strategic alliances to promote the scientific and technological development, promote the dissemination of knowledge and provide results that have potential for applications with a market value in areas of interest to STATOIL and FAPESP, as described in Annex I.

1.2 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 Agreement for all legal intents and purposes.

2. Execution of Agreement

2.1 In order to coordinate all activities under this Agreement, FAPESP and STATOIL shall form a Joint Steering Committee (JSC) to be constituted by two representatives from FAPESP and two from STATOIL, which shall be nominated after the Agreement´s signature.

a) The Joint Steering Committee will have the following responsibilities:

a.1) Specify themes, after consultation to the Parties, for the Calls for Research Proposals (CFRP), which should be written observing the guidelines of Annex II.

a.2) Pre-select the received proposals according to their compliance with the terms and themes of the corresponding Calls for Research Proposals.

a.3) Issue a recommendation to the Scientific Director of FAPESP about each one of the proposals received, after they have been analyzed by the external reviewers and by the Area Coordinators at FAPESP and according to the rules of FAPESP for analysis and selection of the proposals, as specified in Annex III.

a.4) Supervise the selected research proposal, encouraging the collaboration among researchers and students participating in each one of the selected projects with one another.

a.5) Find solutions to all technical, administrative and financial questions that may arise during the term of the present Agreement, as well as supervising the execution of the activities arising from the present Agreement, referring to their respective superior officers when required.

b) The Calls for Research Proposals will be published by FAPESP, after expressed and written agreement of the JSC.

c) Both FAPESP and STATOIL may appoint or replace their representatives to the Joint Steering Committee at any time, informing the other party with one (1) month in advance. The Parties’ representatives may be accompanied by experts whose area of expertise is related to the topic to be discussed in each JSC meeting.

d) In the event that a Proposal is not supported under this Agreement, the Parties may, at their sole discretion, provide support to any activity by its own and without being considered to be in breach of this Agreement.

2.2 The support by the Parties to any proposal that may be selected shall be formalized by the signature of a written contract with the respective public or private research and/or teaching institution, pursuant to Annex II, 3, D..

3. Financial Clauses

3.1 The financial support for the research selected under this Agreement will encompass a maximum of R$ 2.500.000,00 (two million and five hundred thousand reais) per year from FAPESP and R$ 2.500.000,00 (two million and five hundred thousand reais) per year from STATOIL, totalizing a maximum of R$ 50.000.000,00 (fifty million reais) over the duration of this Agreement.

3.2 The signing of this Agreement does not impose to the Parties the obligation of investing any amount during its period of validity. Furthermore, STATOIL or FAPESP, at their sole discretion, may provide additional funding for selected research under the Calls for Research Proposals.

3.3 The funding for the execution of this Agreement will be disbursed according to the Working Plan and the Schedule of Disbursements provided in each of the approved proposals, duly formalized through its respective written contract.

3.3.1 The release of funds and the procedures for the execution of the expenditure can only start after the signing of a written agreement between FAPESP, STATOIL and public or private research and/or teaching institution that will host the proposal approved under the scope of this Agreement.

4. Confidentiality

4.1 FAPESP and STATOIL agree to keep confidential the content of the proposals submitted for analysis under the scope of this Agreement.

4.2 FAPESP can publish a summary containing the title, host institution, main investigators and composition of the research team, relevant dates and an abstract of each selected proposal.

4.3 Each Party for himself and his employees, contractors and agents, except what regards its respective affiliates, undertakes not to disclose, reveal, reproduce, use or give notice to third parties and keep under the most absolute secrecy operations, data, materials, documents, technical and commercial innovations and any other information owned by the other Party during the term of this Agreement and for a five (5) year period after its termination.

4.4 The Parties are allowed to disclose, in various media, the existence of this Agreement. The communication will be limited to mentioning the existence of this Agreement, being forbidden the dissemination of data, documents and any information disclosed as a result of the Agreement.

5. Intellectual Property

5.1 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 a written agreement between STATOIL, FAPESP and the public or private research and/or teaching institutions to which the Principal Investigators of the selected projects are associated, according to Annex II, Section 3 of this Agreement. FAPESP may own a share of any developed intellectual property rights according to the dispositions of Portaria PR 04/2011.

6. Term

6.1 This Agreement shall be valid from the date of its signature and shall remain in force for ten (10) years , with exception to the confidentiality clause that will remain in effect for five (5) years after the termination of this Agreement.

7. Cancellation

7.1 Either Party may terminate this Agreement, without cause and without this entailing any onus, at any time by communicating, in writing, the other Party of its intention 30 days in advance.

8. Notices

8.1 Any notices or requests in connection with this Agreement will be in writing and formally addressed to the Parties’ representatives as follows:

To FAPESP:
Rua Pio XI, 1500, Alto da Lapa
CEP 05468-901, São Paulo, SP, Brasil
A/C: Diretor Científico
e-mail: dc@FAPESP.br

To STATOIL:
A/C Sr. Manager of Statoil´s Research Center Rio
Rua do Russel, 804 - 10° andar
Glória – Rio de Janeiro, RJ
CEP 22210-010
Email: faga@statoil.com / anach@statoil.com

9. Labor untying

9.1 The personnel assigned to perform the services by a Party will not maintain any relation with the other Party of any kind. Each Party shall be responsible for all costs, social welfare and/or taxes relating to its employees, contractors or agents, assuming therefore their status as single employer.

9.2 Each Party shall take full responsibility for any and all labor claims that is put forward against the other Party by its employees, contractors or agents related to or in connection with this Agreement.

10. Miscellaneous

10.1 The Parties shall also be bound by the following conditions:

a) All notices, claims and other communications related to this Agreement will be considered valid if submitted by e-mail or airmail in writing to the relevant Party's representative as identified in item 8.1 above.

b) Meetings between Party's representatives and any events that may have implications in this Agreement shall be recorded in minutes or detailed reports.

c) Neither Party shall make warranties or representations, or take on or create any obligations on behalf of the other Party, unless explicitly permitted hereunder or authorized in writing by the other Party. Each Party shall be solely responsible for the acts of all of their respective employees, agents and representatives.

d) The Parties to this Agreement are independent and neither party is an agent, representative or partner of the other Party.

e) The Parties declare that this Agreement reflects the complete and exclusive agreement between them,replacing previous proposals or oral or written understandings and all other communications between them, with respect to the subject matter of this Agreement.

f) Any modification to this Agreement shall be undertaken by a formal amendment signed by both Parties.

g) The Annexes of this Agreement shall be interpreted in harmony with the latter, which shall however prevail in case of conflict.

h) The total or partial invalidity of any provision of this Agreement will not affect the remaining provisions contained in this Agreement. If any clause of this Agreement is deemed invalid by any Court, such decision shall not affect the validity of other clauses, which must therefore continue in full force and effect.

i) The abstinence of the exercise by either Party, secured the rights or powers herein or tolerance of delay in complying with any of the obligations set forth herein shall be construed as mere liberality, not implying acceptance, novation or precedent, remaining intact and unaltered those rights or powers. It is clarified that all rights provided herein are cumulative and not alternative for their effects.

j) The Parties declare that they had ample freedom in relation to this Agreement, which was made in strict compliance with the limits of its economic or social aim, the good faith or the good practice, taking into account they are not in an urgent need situation and they have extensive experience to fulfill all the terms and conditions which constitute their rights and obligations in this instrument.

k) The Parties shall stablish procedures related to health, security and environment in each written contract with its respective public or private research and/or teaching institution.

l) This Agreement was drafted in the Portuguese and English languages. The Parties agree and contract, without reservation, that, for all legal effects, the provisions drafted in the Portuguese language shall always prevail, especially in case of conflict or inconsistency between the two versions.

11. Applicable Law and Legal Venue

11.1 This Agreement is governed by the laws of Brazil. Any doubts or disagreements resulting from the execution of this Agreement, that cannot be settled amicably by the Parties, will be brought before the Public Finance Court of São Paulo.

12. Annex

12.1 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.

13. Compliance

a) The Parties shall perform its duties and obligations under this Agreement in compliance with applicable laws and regulations, and Statoil’s Ethics Code of Conduct, including, without limitation, Law No. 12.486, of August 1st, 2013, the provisions prohibiting bribery and other forms of corruption in the public and private sectors, and Statoil’s Anti-Corruption Compliance Program. FAPESP acknowledges the receipt of Statoil’s Ethics Code of Conduct and Company’s Anti-Corruption Compliance Program (or, alternatively, has taken note at http://www.statoil.com/en/About/EthicsValues/Downloads/Ethics%20code%20of%20conduct.pdf and http://www.statoil.com/no/About/EthicsValues/Downloads/Anti-corruption%20compliance%20program.pdf) and confirms that it has familiarized itself with the contents thereof. The Parties shall obtain and maintain all official permits necessary to perform its activities, and shall whenever requested by the other Party produce documentation showing that necessary permits have been obtained.

b) Without limiting the generality of this Article 13, FAPESP represents, warrants, covenants and agrees that the Integrity Due Diligence Questionnaire that FAPESP provided to Statoil is true and complete as of the effective date of this Agreement. FAPESP shall annually, and upon STATOIL’s request, give a written statement to STATOIL confirming the continued compliance with all requirements of this Article, and shall procure a similar statement from any subcontractor.

c) The Parties represent, warrant, covenant and agree that they and its officers, directors, employees, agents, representatives and subcontractors did not and will not, directly or indirectly, in any way that relates to this Agreement (1) offer, promise, pay, give, or authorize any financial or other advantage, or anything else of value, to any other person or organization, with the intent to exert improper influence over the recipient, induce the recipient to violate his or her duties, secure an improper advantage, improperly expedite a routine or non-routine government action or improperly reward the recipient for past conduct; (2), offer, promise, pay, give, authorize, request or receive an improper advantage, or accept an offer thereof, in connection with a position, office or assignment; or (3) request, receive or accept, for the benefit of himself or anyone else, any financial or other advantage, or anything else of value, as an inducement or a reward for violating a duty of loyalty to FAPESP or STATOIL, or improperly performing a function that relates in any way to this Agreement, to FAPESP or to STATOIL.

d) Each Party shall immediately report to the other Party any act or omission which could possibly be seen as a breach of this Article 13. In such instances the Party shall give the other Party access to all documents which, in the Party’s reasonable opinion, may be relevant to determine whether such a breach has occurred. Each Party shall also immediately report to the other Party any requests or solicitations for advantages or anything of value exposed to during the term of this Agreement.

e) FAPESP shall also immediately notify STATOIL of any a) notice, subpoena, demand or other communication (whether oral or written) from any government authority regarding FAPESP’S or subcontractor’s actual, alleged, possible or potential violation of, or failure to comply with, any laws or regulations governing bribery, money laundering, or other corrupt payments or any (b) governmental investigation, audit, suit or proceeding (whether civil, criminal or administrative) regarding FAPESP’ s or subcontractor’s violation of, or failure to comply with, any such laws or regulations.

f) In line with STATOIL’s Ethics Code of Conduct, section 4.4, FAPESP shall not, directly or indirectly, offer or accept any gifts apart from promotional items of minimal value normally bearing a company logo. Hospitality such as e.g. social events, meals, promotional travels or entertainment in relation to this Agreement may only be offered or accepted by FAPESP if there is a clear business reason. The cost of any such hospitality must always be kept within modest and reasonable limits. All such gifts or hospitality must be pre-approved by STATOIL in writing.

g) Without prejudice to any other rights or remedies, each Party shall have the right to suspend payment under and/or terminate the Agreement with immediate effect if the Party reasonably believes in good faith that any of the foregoing agreements, undertakings, or requirements set forth in this Article13 have not been complied with or fulfilled by the other Party or subcontractor in any material respect. In the event that one Party decides to terminate this Contract pursuant to this Article 13, the Party shall have no liability to the other Party for any fees, reimbursements or other compensation under this Agreement, and the offending Party shall defend and indemnify the other Party for any losses that the Party suffers or costs that the Party incurs resulting from the offending Party’s or subcontractor’s breach of this Article 13 and/or the Party’s termination of this Agreement.

h) The Parties shall not subcontract any part of the work related to this Agreement without the other Party written consent. Such consent shall not relieve the Party of any of his obligations under this Agreement. The Parties represent, agree and undertake that it shall adopt and implement reasonable and appropriate due diligence procedures to ensure that all subcontractors are fully qualified to perform the tasks for which they have been engaged, are of good reputation, that their compensation is commensurate with the scope of work to be performed, and that their hiring and activities undertaken in relation to this Agreement are performed in compliance with applicable laws. The Party shall have the right to review any due diligence work performed by the other Party prior to granting consent concerning any subcontractor, and to conduct its own due diligence concerning any subcontractor (for which the other Party should provide reasonable support as requested) prior to granting consent. The Party shall exercise diligence and oversight over all subcontractors sufficient to verify that subcontractors are complying with their contractual commitments and applicable laws, regulations, decrees and/or official government orders or requirements and shall report promptly to FAPESP and STATOIL any potential breaches thereof.

i) The Parties shall have an implemented and documented quality system, hereunder systems that fulfill STATOIL’s standard requirements relating to the control and monitoring of safety, occupational health and working environment issues, and procedures, including management control systems, to prevent the Parties’s employees, personnel, agents and/or contractors from doing or omitting anything which could be considered a breach of Article 13. One Party is at any time entitled to audit, and the other Party shall assist in doing so, all payments and activities related to this Agreement.

j) In no event shall one Party be obligated to take any action under this Agreement if the Party, acting in good faith and in its sole discretion, believes that to do so would cause the Party to violate any applicable anti-bribery, anti-corruption or anti-money laundering law.

k) Each Party shall, at its own expense, immediately replace personnel who, in the other Party’s sole opinion, conduct themselves in an improper manner or are unsuitable to perform activities related to this Agreement.

 

In full and mutual agreement, this Agreement is signed in two counterparts.

 

São Paulo, 

Fundação de Amparo à Pesquisa Do Estado de São Paulo (FAPESP)

Statoil Brasil Óleo e Gás Ltda.

Witnesses / Testemunhas

 

Annex I: List of Themes of Interest for this Agreement.

The themes of interest of FAPESP and STATOIL to be addressed in CFP under this Agreement are:

- Artificial lift, reservoir monitoring, enhance oil recovery (EOR), reservoir management and subsea systems.

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 - STATOIL 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 STATOIL and FAPESP.

c) Each Call for Research Proposals will contain the list of research themes of interest according to the decision of the Joint Steering Committee FAPESP – STATOIL.

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) 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 STATOIL. The percentages for each individual project may vary depending on the degree of innovation and technological risks of each proposal, using the criteria from FAPESP.

b) FAPESP’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.

c) The funds contributed by the STATOIL will be disbursed to the Host Institution or to the Support Institution indicated by the Host Institution for the following functions:

c.1) Capital goods or equipment, necessary to the research, provided they stay under the ownership of the Research Institutions in the State of São Paulo, after the completion of the supported research activity;

c.2) Scholarships for undergraduate, Masters, Doctoral and Post-Doctoral students, with values at least equal to the grants FAPESP provides for these arrangements, including contingency funds;

c.3) Acquisition of consumables, travel and services where directly necessary to the research activity;

c.4) Expenditures directed to the infrastructure necessary to the research activity;

c.5) Resources to supplement wages of faculty or researchers employed by institutions of Higher Education and/or Research that host the research activity;

c.6) Resources for the hiring, for the period of the project, of researchers and technical support needed for research work associated with the research activity;

c.7) Special or missing situations will be specifically analyzed, in each case, by FASESP’s Technical Administrative Council.

3. Format for the CFRP

a) Each Call for Research Proposals will invite research proposals from researchers from public or private institutions of higher education and/or research in the State of São Paulo.

b) Each proposal will have a Principal Investigator associated with a public or private institution of higher education and/or 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, STATOIL and the public or private institution of higher education and/or 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.4) Term;

d.5) Legal venue.

e) The participation of the STATOIL, 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 “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 (3) 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, if 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.