THIS AGREEMENT is made on June 19, 2012.
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”)
University of Edinburgh whose principal place of business is at Old College, South Bridge, Edinburgh, EH8 9YL, UK (“University of Edinburgh”)
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:
1.1 The following words and expressions shall have the meanings set out below:
“Research Projects, or Projects” means a research project presented through a research proposal liable to funding and implementation within this Agreement;
“Research Proposals, or Proposals” means joint proposals for joint research projects between researchers from University of Edinburgh and researchers from academic bodies/research institutions liable to funding by FAPESP and University of Edinburgh, submitted in writing within a call for proposals;
“Applications” means applications for 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 Board” means 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 from Brazil and two from the UK;
“Term” means the period of five (5) years from the Commencement Date of this Agreement.
“Calls for Proposals” means 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.
Subject to clause 13, this Agreement shall be effective from 19 June 2012 until 18 June 2017.
3.1 The University of Edinburgh appoints FAPESP as a partner 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 with University of Edinburgh.
3.2 FAPESP appoints University of Edinburgh as a partner for the purposes of selecting research projects of interest to both parties proposed by researchers from University of Edinburgh, to be developed jointly with researchers from institutions in the State of São Paulo.
3.3 Either Party may partner with other institutions.
Both Parties shall have the following specific duties during the partnership:
4.1 To assist researchers in completing Applications for research projects of interest to both Parties and to exclude any application which does not possess or expect to meet minimum requirements.
4.2 To advise researchers to make Applications for research projects 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 projects of interest to both Parties which they are fully prepared to support, subject to availability of appropriate funds, as regards the activities within their territory. These Applications 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 Vice Principal International of the University of Edinburgh and the Scientific Director of FAPESP.
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, or as otherwise agreed by the Parties.
5.3 The Joint Management Board shall monitor the submittal of projects from each Party and monitor the development and performance of the projects.
5.4 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.
5.5 Both parties agree to nominate in each side a person to act as a single point of contact.
6. RESTRICTIONS ON BOTH PARTNERS
During the course of this Agreement both Parties shall not:
6.1 Use the other Party’s name or logo, or the name of any of its researchers without the prior written approval from the partner representative or the individual researcher;
6.2 Use advertising copy in relation to the partnership without the prior approval of the partner representative;
6.3 Delegate any duties or obligations arising under this Agreement otherwise than may be expressly approved in writing by the partner representative, such approval not unreasonably to be withheld; or
6.4 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 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 each year.
7.1.3 There will be two types of proposals:
Type I: Proposals in which the PI in Brazil and the PI in the UK have funding for their research (from any source) and have identified an opportunity to collaborate. In this Type the Parties will support mobility costs of their staff (travel, subsistence and accommodation costs).
Type II: Cooperation can also be developed in different terms, established by both Parties, always based on equal participation. Within the present Agreement, the Parties can associate with a view to presenting joint projects within calls for bilateral UK-BRAZIL cooperation or within EU and/or international programmes.
7.1.4 In any Type the collaboration will be approved only if both parties approve the Proposal
7.2 Selected projects will be funded for two years.
8. FINANCIAL ARRANGEMENTS
8.1 Each Party is prepared to fund the projects forwarded to the other Party, as regards the activities developed in their territory.
8.2 Financial support for each project will be provided in accordance to 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 project, especially for PhD students or post-doctoral positions).
9.1 Applications will only be accepted during the timeframe established by each call for proposals.
9.2 Each Application has to be submitted for review in identical form to both Parties.
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:
22.214.171.124 Application form.
126.96.36.199 A description of the proposed 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.
188.8.131.52 A detailed budget plan.
184.108.40.206 CVs for both partners (project coordinators) including a list of recent publications (past 5 years), separately presented for peer-reviewed papers and others.
10. SELECTION CRITERIA
10.1 Projects submitted at each call will be analysed by each Party and the list of selected 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
10.2.3 Justification of the collaboration between research teams for the achievement of the project, complementarities, networking possibilities
10.2.4 Budget adequacy
10.2.5 Social-economic relevance and prospects.
11.1Members of the scientific communities of University of Edinburgh and of the research institutions from the State of São Paulo are invited to submit proposals within the framework explored below.
11.1.1 On the British side, criterion for eligibility is that the proposal must be submitted only by researchers working within University of Edinburgh;
11.2 On the Brazilian side, criterion for eligibility is that the proposal must be submitted only by researchers working within research institutions located in the State of São Paulo.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 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.
12.2 The Parties agree that when the actions taken by virtue of this Agreement 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, observing, for FAPESP, Portaria PR 04/2011.
12.3 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.
13. AUDIT AND INDEMNITY
13.1 FAPESP and University of Edinburgh 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 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.
13.2 FAPESP and University of Edinburgh 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 matters such as race and gender equality, disability, age, religion and sexual orientation.
13.3 FAPESP and University of Edinburgh shall fully co-operate with any financial audit or other enquiries reasonably required by either party.
14.1 Either party may terminate this Agreement immediately by notice in any of the following circumstances if:
14.1.1 Either party is in breach of its obligations under this Agreement and following notice of such breach from the partner fails to remedy the breach within a period of 30 working days by the party not in breach of the Agreement specifying the breach and requiring it to be remedied. 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;
14.1.2 Either Party engages in any conduct prejudicial to the reputation of the partner or its marketing and promotion generally;
13.1.3 Either Party may terminate this Agreement for convenience on giving the other Party not less than 6 months’ notice in writing.
14.2 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 projects commenced before the date of such termination as if the Agreement had not been terminated.
15. FORCE MAJEURE
15.1 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.
15.2 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, than the Universities shall discuss whether the continuation is viable or whether the Agreement should be terminated.
16. DISPUTE RESOLUTION
16.1 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.
16.2 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 to mediation in accordance with the procedure established by the Mediation Board. The cost of any mediation shall be divided equally between the Parties.
16.3 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.
16.4 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.
17.1 Each of the Parties warrants its power to enter into this Agreement.
17.2 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 inexistent.
17.3 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.
17.4 Any notice to be served on either of the Parties by the other shall be sent by international courier or by e-mail and shall be deemed to have been received by the addresses within 14 days of posting or 24 hours if sent by e-mail to the correct address can be produced. Notice shall be sent to the following addresses:
Rua Pio XI, 1500 - São Paulo SP, CEP 05468-901 – Brazil
Tel: +55 (11) 3838-4010 - Fax: +55 (11) 3838-4111
For University of Edinburgh:
Vice-Principal Planning, Resources & Research Policy, Old College,
South Bridge, Edinburgh, EH8 9YL, UK
Tel: +44 (0)131 651 4537
17.5 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.
17.6 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.
17.7 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.
17.8 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.
17.9 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.