Versão em português

Letter of Intent (LOI) between FAPESP and Boeing for Engagement in Academic Research in the State of São Paulo, Brazil

This letter of intent is no longer valid.

The Boeing Company. a company which develops, manufactures and sells aircraft  duly organized under the laws of U.S.A, located at 7755 E. Marginal Way So. Seattle, WA 98108 here represented by Global Tecnology Program Manager Dennis Pierce hereinafter referred to as “Boeing”; and

FAPESP, the São Paulo Research Foundation, is a public foundation with the mission to foster research in the State of São Paulo, Brazil, registered at CNPJ under the number 43.828.151/0001-45, with registered offices at Rua Pio XI 1500, São Paulo, SP, here represented by its President Prof. Dr. Celso Lafer  hereinafter referred to as “FAPESP”.

WHEREAS

BOEING intends to work in partnership with FAPESP to engage in academic research in the State of São Paulo, Brazil, and thereby both benefit from and contribute to Brazilian science while furthering BOEING’s long-term business interests to promote growth of the aviation biofuels industry in Brazil.

FAPESP is the principal funding agency of the State of São Paulo for academic research. FAPESP wishes to increase the academic research participation in São Paulo of foreign high-technology companies, and in particular, to promote the active participation of BOEING  in academic research in São Paulo.

Now, therefore, Boeing and FAPESP intend to cooperate in fostering Boeing’s engagement in academic research in São Paulo, through the Research Partnership for Technological Innovation.

BOEING intends to contribute to this joint effort as follows:

1. Provide financial support of a value to be defined.

2. Specify topic areas for research of interest to BOEING and appropriate to university research in São Paulo with an initial focus on performing an Aviation Biofuels Gap Analysis Study

3. Cooperate with FAPESP in the publication of requests for proposals (RFP) and in the selection of research proposals to be funded.

4. Provide collaborative technical contribution to the work through BOEING.

5. Endeavor to build good and long term relations with the academic research community in the State of São Paulo by utilizing the results of the Aviation Biofuels Gap Analysis Study to support a special call for proposals from FAPESP to establish a Sustainable Aviation Biofuels Research, Innovation, and Diffusion Center.

FAPESP intends to contribute to this joint effort as follows:

1.Provide 1:1 matching financial support for BOEING contributions for the Aviation Biofuels Gap Analysis Study.

2. Cooperate with BOEING in the writing of requests for proposals and in the selection of research proposals to be funded.

3. Organize and lead the RFP process to generate research proposals for review.

4. Administer grants to Principal Investigators as selected jointly by BOEING and FAPESP including reporting of results.

5. Foster and promote good relations between the academic research community in the State of São Paulo and BOEING.

6. Organize and lead a special call for proposals to establish a Sustainable Aviation Biofuels Research, Innovation, and Diffusion Center.

BOEING and FAPESP are interested in the participation of EMBRAER S.A in the elaboration of the Aviation Biofuels Gap Analysis Study.

AGREEMENT

1. It is understood and agreed that either Party may decide not to proceed with any project and may do so in its sole and absolute discretion, at any time and for any reason or no reason, and will not be liable to the other Party for any losses or costs arising from, or associated with, such decision to not proceed.  Upon any such determination, a written notice shall be provided to the other Party.

2. The Parties agree to provide each other with information reasonably required to support the performance by the other Party of their obligations under this LOI, subject to national export restrictions, laws and regulations of the Brazilian and the United States Government.  If and to the extent FAPESP receives information from Boeing that is subject to United States Government export laws, Boeing shall identify in writing items subject to applicable export law(s) prior to disclosing such item(s) to FAPESP, and FAPESP agrees to comply with all such export laws.  If and to the extent Boeing receives information from FAPESP that is subject to Brazil’s Government export laws, FAPESP shall identify in writing items subject to applicable export law(s) prior to disclosing such item(s) to Boeing, and Boeing agrees to comply with all such export laws.

3. In connection with performance under this LOI, the Parties agree not to make any illegal payment, gift or dividend, directly or indirectly, to any employee, officer or representative of the Governments of Brazil or the United States, or any state or local government in Brazil or the United States, or to any political party or candidate for public office in Brazil or the United States.

4. Each Party shall bear their own costs and expenses incurred in connection with this LOI.

5. No Party hereto shall make or issue any public release or statement as to the existence or nature of this LOI, nor the activities carried out hereunder, without the written consent of the other Party.  Each Party shall have the right to disclose the existence of this LOI to their respective government officials. This obligation will not apply in relation to any public release carried out by FAPESP to serve the purposes of their statutes and the laws of Brazil.   However, a copy of the release shall be sent to the other party for review prior to any public release.

6. This LOI shall become effective as of the date entered above and shall terminate upon the first to occur of the following:

Mutual written agreement of the Parties to terminate this LOI, or

Thirty days after written notice of one Party to the other Party, or

 2 years from the effective date of this LOI, unless mutually extended between the Parties hereto.

This LOI may also be superseded upon execution of a subsequent agreement between the Parties.

1. No Party may assign this LOI without the prior written consent of the other Party.

2. IT IS AGREED THAT NO PARTY HERETO SHALL BE LIABLE TO THE OTHER PARTY IN THE PERFORMANCE OF THIS LOI FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, WARRANTY OR OTHERWISE.

3. This LOI is made and entered into for the sole benefit and protection of the Parties hereto, and the Parties do not intend to create any rights or benefits under this LOI for any person who is not a party to this LOI.

4. BOEING and FAPESP hereby signify our intent to execute a subsequent formal agreement enabling this joint effort.  The Parties agree that the obligations set forth in this LOI are binding with respect to the discussions and any dispute that may arise under this LOI; but there is no binding obligation to enter into a future agreement.  This LOI constitutes simply a statement of mutual intentions with respect to their future relationship, or any other future agreement between the Parties, and it does not contain all matters upon which agreement must be reached for such future agreements to be consummated.  A binding commitment with respect to such possible future agreements between the Parties will result only from the execution of such agreement(s).  The Parties will nevertheless endeavor to cooperate in good faith as set forth in this LOI.

5.  The parties agree that any confidential or proprietary information exchanged shall be subject to the Proprietary Information Agreement No. 2011-7842.

While without definitive legal obligation, it summarizes the principal terms of a proposed agreement which is intended and currently under development between FAPESP and BOEING.. Any future business relationships resulting from the activities from this LOI shall require a separate agreement.