Versão em português

Cooperation Agreement between FAPESP and University of Southampton

THIS AGREEMENT is made on the 11 May 2011

BETWEEN:

FUNDAÇÃO DE AMPARO À PESQUISA DO ESTADO DE SÃO PAULO (FAPESP) whose principal place of business is at Rua Pio XI, 1500, Alto da Lapa – CEP 05468-901, São Paulo, SP, Brazil (“FAPESP”)

and

University of SOUTHAMPTON whose principal place of business is at Highfield, Southampton, SO17 1BJ, UK (“University of SOUTHAMPTON”)

BACKGROUND

Both Parties agree on the relevance of international scientific cooperation in all areas of knowledge and aim to develop joint research projects which may include the exchange of researchers and post-graduate students.

AGREED AS FOLLOWS:

1. DEFINITIONS

1.1 The following words and expressions shall have the meanings set out below:

Commencement Datemeans the date of this Agreement

Research Projectsmeans a joint research project presented through a Research Proposal which is eligible for funding and implementation under this Agreement;

Research Proposalsmeans joint proposals for joint Research Projects between researchers from University of Southampton and researchers from academic bodies/research institutions in the State of São Paulo eligible for funding by FAPESP and University of Southampton, submitted in writing within a Call for Proposals;

Applications means applications for Research Proposals;

Researchers means researchers from the scientific community of either Party;

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;

Joint Management Board means the committee charged with the management of the cooperation programme;

Mediation Boardmeans the committee in charge of mediation between the Parties, with power of decision, in case of dispute. The Mediation Board will comprise four expert members of the scientific-academic community, being two fromBrazil and two from theUK;

Termmeans the period of 5 years from the Commencement Date of this Agreement

Calls for Proposalsmeans calls as devised and issued by the parties, prepared by the Joint Management Board.

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

This Agreement shall come into effect on the Commencement Date and shall continue in force for the Term unless terminated in accordance with Clause 13. 

3. PURPOSE

3.1 TheUniversityofSouthamptonagrees to cooperate and collaborate with FAPESP for the purposes of selecting research projects of interest to both parties proposed by researchers from institutions in the State of São Paulo, to be developed jointly withUniversityofSouthampton.

3.2 FAPESP agrees to cooperate and collaborate withUniversityofSouthamptonfor the purposes of selecting research projects of interest to both parties proposed by researchers fromUniversityofSouthampton, to be developed jointly with researchers from institutions in the State of São Paulo.

3.3 The existence of this Agreement does not prevent or restrict either Party from entering into cooperation agreements with other institutions. 

4. DUTIES

Both Parties shall have the following specific duties during the Term of this Agreement:

4.1 to assist researchers in completing Applications for Research Proposals of interest to both Parties and to exclude any application which does not possess or is not expected to meet minimum requirements as set out by the Joint Management Board;

4.2 to advise researchers to make Applications for Research Proposals of interest to both Parties only when the Party believes that such an Application is in the person’s best interests;

4.3 to forward to the Representative of the other Party Applications for Research Proposals of interest to both Parties which they are fully prepared to fund, subject to availability of such funds, as regards the activities within their territory. These are to be received according to the dates established by the Calls for Proposals. 

5. JOINT MANAGEMENT BOARD

5.1 The selection and management of the Research Projects shall be administered and managed by a Joint Management Board, comprised of two representatives of each Party and such other people as the Joint Management Board unanimously agrees from time to time. This Board should include the Pro Vice-Chancellor (International) ofUniversityofSouthamptonor his or her nominee and the Scientific Director of FAPESP or his or her nominee.

5.2 It is envisaged that Joint Management Board business will be conducted in the form of meetings, conference calls or exchange of e-mails. Any such meeting held by electronic means, conference call or exchange of e-,mails shall be valid provided that all participants may communicate with all the other participants.

5.3 The quorum for the conduct of business shall be an equal number of representatives from each Party.

5.4 The Joint Management Board shall monitor the submission of Research Proposals from each Party and monitor the development and performance of the Research Projects.

5.5 The Parties shall agree within a reasonable period of time after entering into this Agreement the terms of reference for the Joint Management Board which shall be consistent with the rules, regulations and procedures of both Parties. Unless otherwise agreed in writing, Calls for Proposals should not be opened unless these terms of reference have been agreed.

5.6 Both parties agree to nominate in each side a person to act as a single point of contact to facilitate the working of the Joint Management Board. 

6. RESTRICTIONS ON BOTH PARTIES

6.1 During the course of this Agreement both Parties shall not:

6.1.1 use the other Party’s name or logo, or the name of any of its Researchers without the prior written approval from that Party and the individual Researcher;

6.1.2 use advertising copy in relation to this Agreement without the prior written approval of both Parties;

6.1.3 delegate any duties or obligations arising under this Agreement otherwise than may be expressly approved in writing by both Parties, such approval not unreasonably to be withheld;

6.1.4 make a financial or legal commitment on behalf of the other Party. 

7. TYPES OF COOPERATION

7.1 Within the present Agreement, cooperation will be carried out by means of joint Research Projects chosen by both Parties through the Joint Management Board in all areas of scientific knowledge, selected through Calls for Proposals.

7.1.1 Area priorities can be established within the Call for Proposals, subject to approval by both Parties during Joint Management Board meetings.

7.1.2 Calls for Proposals will take place every two years.

7.1.3 There will be three types of Calls for Proposal:

Type I: proposals in which the PI inBraziland the PI in theUKhave funding for their research (from any source) and have identified an opportunity to collaborate. In this Type the Parties will provide support for mobility (travel, subsistence and accommodation costs).

Type II: proposals in which the PI on one side has full funding and the other PI does not. In this Type one Party will provide full funding (including equipment, consumables, fellowships, etc) for its PI and the other Party will provide mobility funding to complement the existing funds of the other Party’s PI.

Type III: Exploratory proposals where both Parties will apply for full funding.

7.1.4 In any Type the collaboration will be approved only if both Parties approve the Research Proposal.

7.2 Selected Research Projects will be funded for two years. This support can be extended for up to an extra year, especially when there are post-graduate students attached to the Research Project.

7.3 Cooperation can also be developed on different terms, established by both Parties, always based on equal participation. Within the present Agreement, the Parties can cooperate with a view to presenting joint projects within calls for bilateral UK-BRAZIL cooperation or within EU and/or international programmes, including the FAPESP-RCUK agreement.

7.4 As a condition for funding under this Agreement, the Research Institution in the State of São Paulo submitting a Research Proposal must establish a cooperation agreement with FAPESP and University of Southampton which includes but is not restricted to the use of resources related to the Research Project, follow-up reports, project delivery, Confidentiality and Publications, and Intellectual Property and Protection of Results.

 8. FINANCIAL ARRANGEMENTS

8.1 Each Party agree that it is prepared to fund the Research Proposals or Research Projects forwarded to the other Party, as regards the activities developed in their territory.

8.2 Financial support for each Research Projects will be provided in accordance with the administrative and accounting rules and practices of each Party. This funding could include grants, mobility costs, research costs, specific costs for meetings.

8.2.1 Regarding mobility costs, each Party will fund the travel expenses and the prevailing per diem allowances of its Researchers when they are working in the other Party’s country. Mobility costs could be for short stay (< two months) or long stays (from a few months to the whole duration of the Research Project, especially for PhD students or post-doctoral positions). 

9. APPLICATIONS

9.1 Applications will only be accepted during the timeframe established by each Call for Proposals.

9.2 Each Research Project has to be submitted for review in identical form to both Parties through the Joint Management Board.

9.2.1 The application form and all documents must be submitted in English in order to facilitate evaluation procedures by both Parties.

9.2.2 Each proposal should have at least one research unit from each Party.

9.2.3 Proposals should include:

9.2.3.1 Application form

9.2.3.2 Research Project (maximum 5 pages), comprising of a short state-of-the-art literature review, the project rationale, a clear hypothesis, a description of the methodology and the relevant literature references. The added value of the collaboration between the two Parties should be highlighted.

9.2.3.3 Detailed budget plan

9.2.3.4 CVs for both project coordinators including a list of recent publications (past 5 years), separately presented for peer-reviewed papers and others. 

10. SELECTION CRITERIA

10.1 Research Proposals submitted at each Call for Proposals will be analysed by each Party and the list of selected Research Projects will result from discussions carried out within the Joint Management Board.

10.2 Selection criteria will include:

10.2.1 scientific excellence and impact

10.2.2 innovation

10.2.3 justification of the collaboration between research teams for the achievement of the Research Project, complementarities, networking possibilities

10.2.4 budget adequacy

10.2.5 social-economic relevance and prospects. 

11. ELIGIBILITY

11.1 Members of the scientific communities of University of Southampton and of the research institutions from the State of São Paulo are invited to submit Research Proposals within the framework explored below.

11.1.1 On the British side, criterion for eligibility is that the Research Proposal must be submitted only by Researchers working within University of Southampton;

11.1.2 On the Brazilian side, criterion for eligibility is that the Research Proposal must be submitted only by Researchers working within research institutions located in the State of São Paulo. 

12. AUDIT AND INDEMNITY

12.1 FAPESP and University of Southampton shall indemnify and keep fully indemnified each other from and against any and all loss, damage or liability (whether criminal or civil) suffered and legal fees and costs incurred by one party resulting from any breach of this Agreement or other negligent acts or omissions by the other Party, except that neither Party shall be liable to the other for any indirect or consequential loss, damages, claims or demands arising out of this Agreement or Research Projects, including without limitation any economic loss or other loss of income, profits, business, opportunity or goodwill no matter how arising, whether by breach or by negligence and whether in contract, tort or otherwise.

12.2 FAPESP and University of Southampton shall comply fully with all applicable local, 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.

12.3 FAPESP and University of Southampton shall fully co-operate with any financial audit or other enquiries reasonably required by either Party.

 13. TERMINATION

13.1 Either Party may terminate this Agreement immediately by notice in any of the following circumstances if:

13.1.1 Either Party is in breach of its obligations under this Agreement and following notice of such breach from the 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 30 working 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;

13.1.2 Either Party engages in any conduct prejudicial to the reputation of the other Party or its marketing and promotion generally;

13.1.3 Either Party may terminate this Agreement for no cause on giving the other Party not less than 6 months’ notice in writing.

13.2 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, at the written request of the other, 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. 

14. FORCE MAJEURE

14.1 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.

14.2 If a Party affected by such an occurrence causes a delay of 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. 

15. DISPUTE RESOLUTION

15.1 The Parties shall negotiate in good faith to resolve any dispute, claim or proceeding arising out of or relating to this Agreement by submitting the dispute for resolution within the Parties’ institutional hierarchies.

15.2 If there is a dispute that cannot be resolved pursuant to the provisions of Clause 15.1 the dispute may be referred by either Party to mediation forthwith. Should either Party refer a dispute to mediation, the Parties will attempt in good faith to resolve the dispute through mediation in accordance with the procedure established by the Mediation Board. The cost of any mediation shall be divided equally between the Parties.

15.3 Any dispute which is not resolved within 30 days after the commencement of the mediation procedure shall be considered unresolved and either Party may commence proceedings against the other thereafter.

15.4 Unless otherwise agreed in writing the Parties shall continue to comply with their obligations under this Agreement during the programme of the dispute resolution procedure set out above with respect to all matters. 

16. MISCELLANEOUS

16.1 Each of the Parties warrants its power to enter into this Agreement.

16.2 Each Party acknowledges that this Agreement contains the whole agreement between the Parties 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 guarantees above are the only ones given by the Parties. Any other guarantee, whether written or oral, express or implied, is deemed non-existent.

16.3 This Agreement supersedes any prior agreement between the Parties whether written or oral, express or implied, and any such prior agreements are deemed cancelled but without prejudice to any rights which have already accrued to either of the Parties.

16.4 Any notice to be served on either of the Parties by the other shall be sent by international courier or by facsimile and shall be deemed to have been received by the addressees within 14 days of posting or 24 hours if sent by facsimile to the correct number and a transmission report can be produced. Notice shall be sent to the following addresses:

For FAPESP:

Diretor Científico
FAPESP
Rua Pio XI, 1500
São Paulo SP, CEP 05468-901
Brazil

Tel: +55 (11) 3838-4010
Fax: +55 (11) 3838-4111

For University of Southampton:

Pro Vice-Chancellor (International)
University of Southampton
Highfield
Southampton GU2 7XH
UK

Tel: +44 (0) 23 8059 2259
Fax: +44 (0) 23 8059 3159

16.5 The failure by either Party to enforce at any time or for any period any one or more 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.

16.6 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.

16.7 This Agreement is not intended to establish, and shall not be construed by a Party as establishing any form of business partnership 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.

16.8 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.

16.9 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.

SIGNED by

Professor S.M. Spearing
Pro Vice-Chancellor, University of Southampton

Professor Celso Lafer
President, FAPESP