MEMORANDUM OF UNDERSTANDING BETWEEN SAO PAULO RESEARCH FOUNDATION AND UNIVERSITY OF WOLLONGONG
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. 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 WOLLONGONG, Australia, of Northfields Avenue, Wollongong, NSW, Australia , established under the University of Wollongong Act 1989 (NSW), represented by Professor Judy Raper (Deputy Vice-Chancellor - Research and Innovation, hereinafter referred to as UOW and both to as “Parties”, share common interests with respect to scientific and technological research and agree to enter into this Memorandum of Understanding (MoU).
In entering into this MoU, the Parties are:
CONSIDERING the importance of promoting cooperation in scientific and technological research between UOW, Australia and the State of Sao Paulo, 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; and
WISHING to promote initiatives collaboration in scientific research and technological development in priority areas of interest to both parties, fostering bilateral cooperation.
Through this MoU, the Parties will implement scientific and technological cooperation between researchers from UOW, Australia and from the State of Sao Paulo, Brazil, through the funding of joint research 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:
a) Implementation of joint research projects on issues 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 UOW, including but not limited to, scientific exchange visits, workshops and bilateral scientific seminars. In case of scientific exchange, the Parties will appreciate proposals that contribute to prepare the base for a joint research proposal.
3. Scientific Areas
The activities mentioned in the first item could be developed, in principle, in all areas of knowledge. Areas of interest can be specified by the Steering Committee, in the calls for research proposals.
a) The Parties will establish one or more actions according to paragraph 2 and in accordance with the scientific relevance and the national legislation in each country of the Parties and their own budget availability.
b) The Parties will appoint two representatives one from each Institution, which will form a Joint Steering Committee responsible for the continuation of the collaboration under this MoU and for drafting the call for proposals.
c) 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.
d) Each Party will receive and review the proposals according to its own criteria and rules. After the revision of the proposals, the Parties will decide in a meeting which proposals will be supported.
e) The Parities may establish joint procedures for the submission and review of the proposals in case of mutual interest and the decision of the Joint Steering Committee.
a) For each of the research projects that are approved,UOW will assume the funding of research teams from UOW 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.
b) The amount for funding to be offered to support collaborative research projects will be defined by the Joint Steering Committee in each Call for Proposals.
c) Each Party will be responsible for its own costs and expenses incurred or incidental to the preparation and execution of this MoU and any agreements executed pursuant to this MoU.
d) Each Party will further bear its own costs, expenses, risks and liabilities incurred as a result of any actions taken or obligations assumed directly under this MoU, unless otherwise jointly decided.
e) Neither Party will have any right to any reimbursement, payment or compensation of any kind whatsoever from the other Party for any cost or expense which may be incurred or sustained directly arising under this MoU.
6. Intellectual Property
a) For the purposes of this MoU, “Intellectual Property” means all rights, titles and interests, whether register or not, in: copyright, inventions, patents, knowledge, know-how, trade secrets, expertise, trademarks, designs, scientific discoveries, business names and logos and any improvements thereto.
b) Each Party owns its Intellectual Property that was in existence as at the commencement of this MoU and that Intellectual Property remains the property of that Party.
c) A Party (Party A) must not use the Intellectual Property of the other Party (Party B) or its affiliates, whether explicitly or by implication, without the prior written approval of Party B. This includes the use of Party A’s name or logo.
d) The Parties agree that when the actions taken by virtue of this MoU result in products of commercial value and intellectual property rights, they will be 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.
e) 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.
a) This MoU shall be valid for a period of 5 (five) years from the date of its signing and may be extended by mutual agreement between the Parties in a written amendment to this MoU.
b) The Party may terminate this MoU at any time by written notice, with a period of six months in advance.
c) The termination of this Agreement shall not bring harm to the implementation of projects and programs already approved or which had already started, in which case the Parties should keep their budget for the projects and programs during the term of its validity.
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
Professor Judy Raper | Vice-Chancellors Unit
University of Wollongong
This MoU may be amended by mutual consent of the Parties and made official by Addenda.
a) Each Party covers its own administration costs regarding its contribution to the call, unless otherwise jointly decided.
b) This MoU is subject to the applicable laws and regulations of the Parties’ respective countries.
c) The Parties shall maintain the highest ethical and legal standards in funding research under this MoU.
d) The Parties agree that this MoU 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 two original copies in English and Portuguese, both texts with the same content and being equally valid and authentic.