AGREEMENT FOR COOPERATION IN RESEARCH BETWEEN SÃO PAULO RESEARCH FOUNDATION, BRAZIL AND UNIVERSITY OF VICTORIA, CANADA
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 Victoria, located at PO Box 1700 STN CSC, 3800 Finnerty Rd, Victoria BC V8P 5C2, Canada, represented by its Vice President Academic and Provost, VALERIE KUEHNE, and its Associate Vice-President Research, LISA KALYNCHUK, hereinafter referred to as UVic. (FAPESP and UVic are each referred to individually as a “Party” and collectively as the “Parties”).
Both Parties agree on the importance of cooperation in all areas of knowledge and each desire to allocate funds for research projects involving researchers from UVic and those covered by FAPESP in the State of São Paulo, Brazil on the terms contained in this Agreement.
AGREED AS FOLLOWS:
1.1 The following words and expressions shall have the meanings set out below:
“Commencement Date” means the date of this Agreement is signed by both Parties;
“Joint Steering Committee (JSC)” means the committee charged with the management of the cooperation programme and in charge of mediation between the Parties, with power of decision, in case of dispute. The JSC will be comprised of two expert members of the scientific-academic community, being one from FAPESP and one from the UVic;
“Intellectual Property” means any intellectual property rights of any description including, but not limited to, patents, copyrights, registered and unregistered design rights, know-how, database rights, registered and unregistered trademarks, service marks, logos or marks of a similar nature, and any other rights in any invention, discovery or process, existing in any jurisdiction and all rights to apply for the same;
“Researchers” means academic researchers employed by UVic (in the case of UVic), and academic researchers based in the State of São Paulo, Brazil (in the case of FAPESP);
“Term” means the period of five (5) years from the Commencement Date of this Agreement.
1.2 Any reference in this Agreement to any statute or statutory provision shall be construed as including a reference to that statute or statutory provision as from time to time amended, modified, extended or re-enacted.
2. COMMENCEMENT AND DURATION
2.1 This Agreement shall come into effect on the Commencement Date and shall continue in force for the Term unless terminated in accordance with Clause 7.
3. FUNDING OF RESEARCH PROJECTS
3.1 The Parties may each fund certain collaborative research projects proposed by their respective Researchers under the following conditions.
3.2 UVic shall establish a discretional pump-priming fund for the purpose of funding its Researchers under this Agreement.
3.3 FAPESP shall establish a discretional pump-priming fund for the purpose of funding its Researchers under this Agreement.
3.4 For the avoidance of doubt, this Agreement creates no obligation on either Party to fund any of the other Party’s Researchers.
3.5 In 2017 and 2019 each Party will issue a Call for Research Proposals (described in Clause 4) inviting their respective Researchers to submit research proposals in any academic discipline to support a collaborative research project involving Researchers of the other Party. Each successful research project will be awarded up to US $10,000.00 each year by each Party for a maximum period of two (2) years.
3.6 The number of proposals to be funded each year shall be determined by agreement between the two Parties. Proposals receiving funds from the two Parties shall not be precluded from receiving funds from other sources.
3.7 Subject to clause 4.4, each Party will be responsible for and establish its own policies for receiving, coordinating, administrating, reviewing, and assessing research proposals and disbursing funds under clause 3.5.
3.8 For the avoidance of doubt, the existence of this Agreement does not prevent or restrict either Party from entering into cooperation agreements with other institutions.
4.1 To implement this Agreement, the Parties shall establish a Call for Research Proposals, in accordance with national legislation in each country of the Parties and Province of British Columbia, in the case of UVic, and State of São Paulo, in the case of FAPESP, legislation and their own budget availability.
4.2 Each Party will appoint one representative for the JSC, who shall be jointly responsible for drafting the Call for Research Proposals, and for the continuation of this Agreement.
4.3 The JSC shall monitor the submittal of proposals from each Party and monitor the development and performance of the successful research projects.
4.4 The selection and management of the research projects shall be administered and managed by the JSC.
4.5 For the elaboration of the Call for Research Proposals and determination of successful proposals, the Parties may provide, by separate written agreement, the most appropriate procedures including mechanisms such as: delegation meetings, workshops, correspondence and other procedures.
5. RESTRICTIONS ON BOTH PARTIES
5.1 During the course of this Agreement both Parties shall not:
5.1.1 use the other Party’s name or logo or marks, and/or the name of any of its Researchers without the prior written approval from that Party and/or the individual Researcher;
5.1.2 use any form of public communication in relation to this Agreement without the prior written approval of both Parties;
5.1.3 delegate any duties or obligations arising under this Agreement to a third party otherwise than may be expressly approved in writing by both Parties, such approval not unreasonably to be withheld; or
5.1.4 make a financial or legal commitment on behalf of the other Party.
6. COMPLIANCE WITH LAWS
6.1 FAPESP and UVic shall comply fully with all applicable local, state, and federal government and international laws, regulations and guidelines which are effective during the Term, including those governing health and safety, data protection and equal opportunities and matters such as race and gender equality, disability, age, religion and sexual orientation.
7.1 Either Party may terminate this Agreement immediately by written notice in any of the following circumstances if:
7.1.1 Either Party is in breach of its obligations under this Agreement and following written notice of such breach from the other Party not in breach of the Agreement specifying the breach and requiring it to be remedied; the other Party fails to remedy the breach within a period of thirty (30) calendar days. This clause is valid so far as the breach may be remedied but nothing in this clause is intended to require a Party to serve notice of any breach before taking action in respect of it;
7.1.2 Either Party engages in any conduct prejudicial to the reputation of the other Party or its marketing and promotion generally;
7.1.3 Either Party may terminate this Agreement for no cause on giving the other Party not less than six (6) months’ notice in writing.
7.2 If this Agreement is terminated for any reason, then with effect from the date that the notice to terminate is served, no further projects shall be commenced. However, each Party will, where reasonable and possible to do so, continue to provide and allow completion of all research projects commenced before the date of such termination as if the Agreement had not been terminated.
8. FORCE MAJEURE
8.1 A Party shall not be liable for failure to perform its obligations under this Agreement, nor be liable to any claim for compensation or damage, nor be deemed to be in breach of this Agreement, if such failure arises from an occurrence or circumstances beyond the reasonable control of that Party, including, without limitation, war, terrorism, industrial disputes, fire, flood, tempest and national emergencies. Should a Party be so delayed, prevented or impeded, it shall promptly inform the other Party of the nature of the relevant cause and of the expected duration of the delay or impediment.
8.2 If a Party affected by such an occurrence causes a delay of three (3) months or more, and if such delay may reasonably be anticipated to continue, then the Parties shall discuss whether the continuation is viable or whether the Agreement should be terminated.
9.1 During the term of this Agreement and for a period of five (5) years thereafter, each Party will keep strictly confidential any information disclosed by the other Party which the disclosing Party identifies as confidential information (“Confidential Information”). The receiving Party will only use the Confidential Information in the execution of this Agreement.
9.2 Confidential Information does not include information that (i) is or becomes publicly available other than by breach of confidentiality by the receiving Party; (ii) is communicated to the receiving Party without any obligation of confidence by a third party who is not itself under any obligation of confidentiality; (iii) is already in the possession of the receiving Party, as evidence by written records; or (iv) is required to be disclosed by applicable law, regulatory authority, or court order.
9.3 Notwithstanding anything else herein, nothing in this Agreement shall prevent either Party from producing documents or disclosing information that is required by law (such as the British Columbia Freedom of Information and Protection of Privacy Act [FOIPA]) or a valid production document (such as a warrant or subpoena).
9.4 This Article 9 shall survive any termination or expiration of this Agreement for the period stated in clause 9.1.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 Nothing in this Agreement shall be construed as granting either Party any right, title, or interest in any of the other Party’s pre-existing Intellectual Property.
10.2 As between the Parties, all new Intellectual Property arising out of a research project shall belong to the Party that created it. The new intellectual property shall be governed by the intellectual property policy of said Party.
11.1 Each of the Parties warrants its power to enter into this Agreement and carrying out its obligations hereunder.
11.2 Each Party acknowledges and agrees that this Agreement contains the whole agreement between the Parties pertaining to the subject matter hereof, that this Agreement supersedes any prior agreement between the Parties whether written or oral, express or implied, and that it has not relied upon any oral or written representation made to it by the other or its employees or agents and has made its own independent investigations into all matters relevant to it. The warranties above are the only ones given by the Parties. Any other warranty, whether written or oral, express or implied, is deemed non-existent. However, this clause shall not be construed as excluding liability for fraud.
11.3 Any notice to be served on either of the Parties by the other shall be sent by international courier services or by facsimile and shall be deemed to have been received by the addressee on the fifth day after the date of posting or on the next business day if sent by facsimile to the correct number and a transmission report can be produced. Notice shall be sent to the following addresses:
Rua Pio XI, 1500
São Paulo SP, CEP 05468-901
Tel: +55 (11) 3838-4010
Fax: +55 (11) 3838-4111
Associate Vice-President Research
University of Victoria
Michael Williams Building A Wing, Room A110
3800 Finnerty Road (Ring Road)
Victoria, BC V8P 5C2
Tel: +1 (250) 721-7971
Fax: +1 (250) 472-5477
11.4 The failure by either Party to enforce at any time or for any period any of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.
11.5 Each Party shall not assign or sub-contract any of its rights or duties under this Agreement without the consent in writing of the other Party, such consent not unreasonably to be withheld.
11.6 This Agreement is not intended to establish, and shall not be construed by a Party as establishing any form of business partnership, joint venture, employment or independent contractor relationship between themselves or to have created the relationship of principal and agent, a membership or any other legal entity between the Parties, other than as specifically and expressly set out herein.
11.7 Except as otherwise expressly provided for herein, nothing in this Agreement shall confer or purport to confer on any third party any benefit or any right to enforce any term of this Agreement.
11.8 Each Party agrees to comply with, and provide reasonable assistance to the other Party in relation to their relevant national data protection and freedom of information legislation, in so far as this legislation relates to this Agreement.
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 Agreement will be terminated without liability to the Party, that should agree how to conclude the actions in progress to date of notification of termination by either party.
This Agreement is completed in English and is hereby signed in two (2) copies, with one (1) copy remaining in the possession of each Party.
SIGNED for and on behalf of
SÃO PAULO RESEARCH FOUNDATION
by its duly authorized officer on the ___ day of _________ 2017.
SIGNED for and on behalf of
UNIVERSITY OF VICTORIA
by its duly authorized officers on the ___ day of _________ 2017.
Vice-President Academic and Provost
Associate Vice-President Research