THIS RESEARCH COOPERATION AGREEMENT BETWEEN SÃO PAULO RESEARCH FOUNDATION AND CALDO CONSORTIUM
The SAO 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. Dr. 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 22, 2015, hereinafter referred to as FAPESP, and the CALDO CONSORTIUM (a corporation governed by the Canada Not-for-profit Corporations Act S.C. 2009, c.23) whose principal place of business is at 220 Laurier Avenue West, Suite 1680, Ottawa, ON K1P 5Z9 Canada, represented by Carolyn Watters, President, hereinafter referred to as CALDO and both to as "Parties”:
CONSIDERING the importance of promoting cooperation in scientific and technological research between CALDO, Canada, and the State of Sao Paulo, Brazil, and wishing to strengthen this cooperation on the basis of equality and mutual benefit;
CONSIDERING the need to strengthen the links between the scientific communities of both countries and also to encourage new forms of collaboration between its research centers; and
WISHING to promote collaborative initiatives in scientific research and technological development in priority areas of interest to both parties, fostering bilateral cooperation;
Agree as follows:
Through this Cooperation Agreement, the Parties will implement scientific and technological cooperation between researchers from the member institutions of CALDO, Canada, and from the State of Sao Paulo, Brazil, through the funding of joint research projects.
The parties wish to collaborate in joint calls for proposals, with the aim of promoting and supporting research projects involving collaboration between researchers working in public or private research and/or teaching institutions in the State of São Paulo, Brazil, and researchers from a CALDO member university in Canada as set out in Annex 1 (“CALDO Member Universities”).
2. Methods of Collaboration
The Parties will promote such collaboration, observing their international obligations and domestic laws and other existing regulations through mechanisms such as:
a) Implementation of joint research projects on issues or topics of common concern, exchanging knowledge and results;
b) 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 Parties, with the goal of identifying future areas for cooperation;
c) 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 CALDO Member Universities, Canada, including but not limited to, scientific exchange visits, workshops and bilateral scientific seminars.
(i) In the case of scientific exchanges, the Parties will consider proposals that contribute to the development of joint research proposals.
3. Scientific Areas
The activities mentioned under Clause 2, Methods of Collaboration, may be developed, in principle, in all areas of knowledge. Areas of interest can be specified by the Steering Committee within the specific calls for research proposals.
a) The Parties will establish one or more actions outlined under Clause 2 in accordance with scientific relevance, applicable legislation in each country and their own budget availability.
b) The Parties will appoint eight (8) representatives, four (4) from each Party, which will form a Joint Steering Committee responsible for the continuation of this Agreement and for drafting the call(s) for proposals.
(i) The Joint Committee shall be formed as soon as practicable following signature of this Agreement by both parties and, in any event, before the issuance of any call for Proposals hereunder. A Party may replace one or more of its Joint Committee members on written notice to the other party.
c) For the elaboration of the actions, the Parties may provide, by agreement, the most appropriate procedures including: delegation meetings, workshops, correspondence and other procedures.
d) Each Party will receive and review the proposals according to its own criteria and rules. After the review of the proposals, the Joint Steering Committee will decide which proposals will be supported.
e) The Joint Steering Committee, may establish procedures for the submission and review of the proposals.
f) The parties acknowledge that implementation of any project or program under this Agreement shall be subject to the execution of such agreements as are necessary or desirable by the participating members in respect of the activities contemplated.
a) For each of the research projects that are approved, the CALDO Member Universities will assume the funding of research teams from their respective university in Canada, and FAPESP will assume the funding of the research teams from the State of Sao Paulo, Brazil, in all cases according to their national rules and regulations and budget availability.
b) The amount of funding to be offered to support collaborative research projects will be defined by the Joint Steering Committee and set out in each Call for Proposals.
6. Intellectual Property
The ownership of any intellectual property arising from a project or program will be set out in a separate agreement between the participating CALDO Member University and the participating FAPESP institution.
a) This Agreement shall be valid for a period of 5 (five) years from the Effective Date and may be extended by mutual written agreement of the Parties.
b) Either Party may terminate this Agreement by providing written notice of its intention to terminate to the other Party six months in advance of the termination date of the termination date.
c) If this Agreement is terminated in accordance with its provisions, no new projects or programs shall be approved or commenced after the date that the notice to terminate is received by the other party. Notwithstanding receipt of any notice to terminate, or the termination of this Agreement, each party shall allow completion of and continue to provide budgetary commitments with respect to projects or programs commenced before the date of such notice of termination as if the Agreement had not been 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
Rodrigo Delgado, Acting Executive Director
220 Laurier Avenue West Suite 1680 Ottawa, ON K1P 5Z9 Canada
This Agreement may be amended by mutual written agreement of the Parties.
a) Each Party shall be responsible for its own administration costs regarding its contribution to the call, unless otherwise jointly decided.
b) Participation by either party in any initiative contemplated by this Agreement is subject to the availability of funds in the budgets of the CALDO Member Universities or FAPESP institutions, and the applicable laws and regulations of their respective countries.
c) The Parties shall maintain the highest ethical and legal standards in funding research under this Agreement.
d) 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 except to the extent set out under Clause 7 herein.
e) This Agreement is drawn up in Portuguese and English language and may be executed in counterparts by and circulated by email pdf delivery.
IN WITNESS WHEREOF, by signature of the authorized officers of the parties, this Agreement records their understanding of the matters referenced herein as of the Effective Date indicated below.
Effective date: September 15, 2016
ANNEX 1: CALDO Member Universities
UNIVERSITY OF ALBERTA
UNIVERSITY OF CALGARY
UNIVERSITY OF OTTAWA
UNIVERSITY OF SASKATCHEWAN
UNIVERSITY OF WATERLOO