AGREEMENT FOR COOPERATION IN RESEARCH
THIS AGREEMENT dated the 27th day of April, 2012,
FUNDAÇÃO DE AMPARO À PESQUISA DO ESTADO DE SÃO PAULO (SÃO PAULO RESEARCH FOUNDATION), whose principal place of business is at Rua Pio XI, 1500, Alto da Lapa – CEP 05468-901, São Paulo SP, Brazil (“FAPESP”)
SIMON FRASER UNIVERSITY, whose principal place of academic business is at 8888 University Drive, Burnaby, BC, Canada V5A 1A6 (“SFU”)
CONCORDIA UNIVERSITY, whose principal place of academic business is at 1455 Boulevard de Maisonneuve Ouest, Montreal, Quebec, Canada H3G 1M8 (“CONCORDIA”)
YORK UNIVERSITY, whose principal place of academic business is at 4700 Keele Street, Toronto, Ontario, Canada M3J 1P3 (“YORK”)
RYERSON UNIVERSITY, whose principal place of academic business is at 350 Victoria Street, Toronto, Ontario, Canada M5B 2K3 (“RYERSON”)
A. The parties share an interest in promoting international scholarly cooperation in all areas of knowledge;
B. The parties wish to collaborate in the launch of joint calls for proposals, with the aim of promoting and funding 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 at SFU, Concordia, York and Ryerson; and
C. This Agreement records the understanding of the parties with respect to the implementation of the objectives outlined above, including the joint calls for proposals, the review and selection of the proposals submitted by bidders, and the provision of funding for the selected proposals.
NOW THEREFORE the parties agree as follows:
TERM. This Agreement is valid for a period of five (5) years from the date first written above (the “Term”). This Agreement may be extended or renewed with the written agreement of the parties.
2. JOINT COMMITTEE.
a) COMPOSITION. The parties will form an eight (8) member joint committee (the “Joint Committee”) composed of FAPESP’s Scientific Director (or delegate) and three (3) more members designated by the Scientific Director, the Vice-President, Research (or delegate) at SFU; the Vice-President, Research and Graduate Studies (or delegate) at Concordia; the Vice-President, Research and Innovation (or delegate) at York; and the Vice-President, Research and Innovation (or delegate) at Ryerson University. The parties shall form the Joint Committee as soon as practicable following execution of this Agreement and, in any event, prior to any joint calls for written proposals (“Request for Proposals”) for a research project hereunder. Any party may replace one (1) or more of its Joint Committee members on written notice to the other parties.
b) TERMS OF REFERENCE. Once formed, and prior to any launch of a Request for Proposals, the members of the Joint Committee shall prepare the terms of reference for the Joint Committee. Such terms of reference will be consistent with all applicable policies and procedures of the respective parties, and will include mechanisms for the disbursement and tracking of funds.
c) RESPONSIBILITIES. The Joint Committee will have general oversight for the strategic relationship between the parties and the implementation of this Agreement, including the Request for Proposals and the approval of research projects hereunder.
d) MEETINGS. The Joint Committee may conduct its meetings and other business by whatever means that the parties may agree upon (e.g. in-person, conference calls, video conference or email exchange).
a) Request for Proposal(s). The Joint Committee may issue one (1) or more Request(s) for Proposal(s), may set a timeframe by which all responses to such Request(s) for Proposal(s) must be received and may establish thematic priorities for any Request(s) for Proposal(s).
b) Submission of Responses to Request(s) for Proposal(s).The Joint Committee shall ensure that any Request for Proposal being launched specify that it must be responded to in the English language and in a standard format (to be determined by the Joint Committee). Any Requests for Proposal must include the following:
i. a completed application form (to be prepared by the Joint Committee) identifying the principal investigator (the “Principal Investigator”) and all other research collaborators;
ii. a description of the proposed research not to exceed five (5) pages, comprised of a short literature review, the project rationale, a clear hypothesis, a description of the methodology, relevant literature references and a description of the roles and responsibilities of each collaborator;
iii. a description of the anticipated value of the collaboration;
iv. a detailed budget, indicating actual or potential third party co-funding, if any, and justification of the budget request; and
v. such other information as may be set out in the Request for Proposal.
c) ELIGIBILITY. To be eligible for funding hereunder, a response to a Request for Proposal must include research team participants from FAPESP and at least one (1) researcher from either SFU, Concordia, York or Ryerson. Eligibility to be a Principal Investigator shall be determined in accordance with the policies and procedures of the relevant parties. The parties acknowledge that only Principal Investigators working within research institutions located in the State of São Paulo, Brazil are eligible to submit responses to a Request for Proposal through FAPESP and only Principal Investigators working at either SFU, Concordia, York or Ryerson are eligible to submit a response to a Requests for Proposal through their respective institutions.
d) REVIEW AND SELECTION. The Joint Committee shall determine which response(s) to a Request for Proposal will be funded hereunder. In making this determination the Joint Committee will consider, among other things:
i. scientific quality and originality of the response;
ii. the feasibility of the response;
iii. the anticipated value of the collaboration;
iv. budget adequacy; and
v. the expertise of the joint research team.
The Joint Committee may establish an ad hoc academic committee to evaluate and comment upon responses to the Request for Proposal, or to act as ad hoc reviewers. However the Joint Committee will make all final decisions surrounding funding and this cannot be delegated. The Joint Committee must be unanimous in its decision as to what research projects receive funding. The parties shall accept all decisions made by the Joint Committee.
4. FINANCIAL CONTRIBUTIONS.
a) In order to fund the research projects hereunder over the Term, SFU, Concordia, York and Ryerson will contribute fifty thousand Canadian dollars ($ 50,000) each and FAPESP will contribute two hundred thousand Canadian dollars ($ 200,000). For greater certainty, no party is obligated to make any payments under this Agreement nor will any funds be transferred between the parties in connection with activities contemplated by this Agreement except in accordance with the terms of reference agreed to by the parties under clause 2.b
b) Each party to a research project approved for funding hereunder shall co-operate with the other parties in terms of any financial audit or other enquiries reasonably requested by another party to this Agreement, including any enquiries relating to third party co-funding sought or obtained by a party for its work under a research project approved hereunder.
5. INTELLECTUAL PROPERTY.
Any intellectual property arising out of or related to a research project funded hereunder will be dealt with in accordance with this Section 5.
a) Any background intellectual property contributed for use shall remain the property of the party or investigator (or its licensors) that contributes it for use in the conduct of the research. Except as expressly granted otherwise, no licence or right to use any background intellectual property shall be granted or implied by reason of any participation in collaborative research, whether by implication, estoppel, or otherwise.
b) Any intellectual property developed solely by researchers at one institution shall be governed by the applicable intellectual property policy and/or applicable collective agreements of that institution, and shall be commercialized by the owner in its sole determination.
c) Any intellectual property developed jointly by researchers at two or more institutions shall be jointly owned by those institutions, and shall be commercialized in accordance with a commercialization agreement to be entered into by those institutions. Proportionate ownership shall be determined by negotiation among the inventive participants. Contributions considered in determining proportionate ownership of such jointly-owned arising intellectual property shall include the intellectual contributions of the inventing investigators and their employing or contracting institutions and the material and financial contributions of the institutions, in that order.
d) Full disclosure of all collaborative research results, including any arising intellectual property, shall be made on a timely basis between the institutions involved in the research project and their investigators.
e) Each institution involved in a given research project funded hereunder shall hold a non-exclusive, royalty-free, perpetual license to use arising intellectual property from such research project solely for scholarly, academic, research, and other non-commercial purposes, provided that such activities do not result in the disclosure of any confidential information of the other institution.
f) Efforts shall be made to have the results of intellectual property created in a particular country exploited in that country for the benefit of that country and its citizens.
6. TERMINATION. Any party may terminate their participation in this Agreement upon a six (6) month written notice to the other parties. No research projects involving such terminating party will be funded or commence after the date of receipt of the notice of termination. However, each party will, at the written request of another party, allow completion of (and continue to provide any previously agreed to financial contributions with respect to) any research project(s) commenced before the date of receipt of such notice of termination.
7. DISCRIMINATION. All parties shall treat individuals in a non-discriminatory manner in accordance with all applicable laws, regulations and policies.
8. NOT LEGALLY BINDING. This Agreement is not intended to be and is not to be construed as a legally binding agreement. Signing of this Agreement does not result in any material, financial or other obligation for any of the parties hereto. By signing this Agreement, the parties are signifying their desire for future collaboration with respect to the subject matters hereof. Other specific initiatives such as student or faculty exchanges may be considered and agreed upon, on a case by case basis, including the contributions and obligations of each institution. Subsidiary agreements may be signed as required.
9. NOTICE. Any notice to be served under this Agreement will be sent by international courier or facsimile and shall be deemed to have been received within fourteen (14) days of posting or twenty-four (24) hours if sent by facsimile with proof of transmission. Notices shall be sent to the following addresses:
if to SFU:
Simon Fraser University
Attention: Dr. Mario Pinto,
Vice President Research
Tel: 1 (778) 782-4152
if to FAPESP:
Attention: Professor Carlos Henrique de Brito Cruz
Tel: 55 11 3838-4010
Fax: 55 11 3838-4111
if to Concordia:
Attention: Dr. Justin Powlowski,
Interim Associate Vice President Strategy and Operations.
Tel: 1 (514) 848-2424
if to York:
Attention: Dr. Robert Haché
Vice President Research and Innovation
Tel: 1 (416) 650-8207
if to Ryerson:
Attention: Dr. Wendy Cukier, Vice President Research and Innovation
Tel: (416) 979-5283
Fax: (416) 979-5336
a) Each party represents and warrants to the others that it has the power and capacity to enter into this Agreement. This is the sole representation and warranty given by any party to the others under this Agreement.
b) Each party shall comply fully with all applicable local, government and international laws, regulations and guidelines effective during the Term.
c) Except as otherwise agreed in writing by the parties, this Agreement constitutes the entire agreement between the parties with respect to the subject matters hereof, and supersedes all previous expectations, understandings, communications, representations and agreements with respect to the subject matters hereof, whether verbal or written.
d) This Agreement may not be modified or amended in whole or in part, unless such an amendment is in writing and executed by FAPESP, SFU, Concordia, York and Ryerson.
e) This Agreement may be executed by the parties and transmitted electronically and in counterparts and if so executed and transmitted will be for all purposes as effective as if the parties had executed and delivered an original hereof.
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.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.
FUNDAÇÃO DE AMPARO À PESQUISA DO ESTADO
SIMON FRASER UNIVERSITY
Dr Frederick Lowy
Dr. Mamdouh Shoukri,