AGREEMENT FOR COOPERATION IN RESEARCH BETWEEN FUNDAÇÃO DE AMPARO À PESQUISA DO ESTADO DE SÃO PAULO - FAPESP AND UNIVERSITY OF EAST ANGLIA
This Agreement for Cooperation in Research is made on among:
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
– and –
UNIVERSITY OF EAST ANGLIA, whose principal place of academic business is at Norwich Research Park, Norwich, Norfolk NR4 7TJ, United Kingdom 01603 456161.
Please also note that partner organizations within the Norwich Research Park (NRP) may also participate in the relationship outlined below.
The Parties share an interest in promoting international scientific and scholarly cooperation in all areas of knowledge. To this effect, UEA (NRP) and FAPESP wish to establish a mechanism whereby scientists and scholars may interact together so as to promote collaboration, good relationships and specific ideas for joint research projects. On this basis, the two Parties are prepared, in the first instance, to support interactive activities such as workshops, which may then lead to more substantial collaborations, the support for which will be covered by further agreements or activities.
The Parties intend to collaborate in joint Calls for Proposals, aiming to promote and support research projects involving the collaboration between researchers working in public or private research and higher education institutions in the State of São Paulo, Brazil and researchers at the University of EAST ANGLIA.
This Agreement records the understanding of the Parties with respect to their implementation of the objectives outlined above, including the issuance of Calls for Proposals, the review and selection of proposals for funding, and providing funding for the selected proposals.
The following words and expressions shall have the meanings set out below:
a) “Contribution” means each Party's financial contribution to the costs of its work under Projects as set out in Section 5 below;
b) “Intellectual Property” means any intellectual property rights of any description created in performance of a Project 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, any other rights in any invention, discovery or process existing in any jurisdiction;
c) “Joint Committee” means the committee appointed by the Parties in accordance with Section 2 below;
d) “Principal Investigator” means the person designated in a Proposal as having the primary responsibility for the scientific and scholarly conduct of the research project;
e) “Project” means a research project documented in a Proposal that is approved for funding hereunder; and,
f) “Proposal” means a written proposal for a research project submitted in response to a Call for Proposals hereunder.
2. JOINT COMMITTEE
2.1 The parties will form a two member Joint Committee composed by:
a) FAPESP's Scientific Director (or delegate);
b) University of EAST ANGLIA (or delegate);
c) The Joint Committee shall be formed as soon as practicable following the signature of this Agreement by the Parties and, in any event, before the issuance of any Call for Proposals hereunder.
c.1) A Party may replace one or more of its Joint Committee members on written notice to the other Party.
a) The Joint Committee shall have general oversight responsibility for the strategic relationship between the Parties and the implementation of this Agreement, including the issuance of joint Calls for Proposals and the approval of projects that fall under the auspices of the joint funding agreement;
b) For projects whereby funding is from other sources (e.g. direct bids to BBSRC and/or FAPESP), involving UEA and researchers working in public or private research and higher education institutions in the State of São Paulo, Brazil, then the Joint Committee will take all reasonable steps to ensure that the bidding is coordinated and that both sides are aware of each other’s intentions;
c) The meetings and other business of the Joint Committee may be conducted by whatever means that the Parties may agree upon (e.g., in-person, conference calls or videoconferences and exchange of e-mail communication);
d) The terms of reference for the Joint Committee shall be consistent with all applicable policies and procedures of the respective Parties.
3.1 Calls for Proposals:
a) This Agreement contemplates cooperation among the Parties by means of collaborative research Projects chosen by the Parties in various areas of scientific and scholarly activity, selected through one or more Call for Proposals issued by the Parties acting through the Joint Committee;
b) The Joint Committee may establish thematic priorities for the Call for Proposals which are to be funded via mutual financial contribution listed below;
c) There may be additional mechanisms for funding, and UEA and FAPESP will explore these as they arise.
3.2 Submission of Proposals:
Proposals shall be submitted concurrently to the Parties in accordance with the timeframe set out in the Call for Proposals. All Proposals shall be in English in a standard format agreed to by the Parties, and shall include:
a) an application form identifying the Principal Investigator and research collaborators at each higher education and research institution;
b) a description of the proposed research (not exceeding five pages), comprised by a short literature review, project rationale, clear hypothesis, description of the methodology, relevant literature references, and description of the roles and responsibilities of each collaborator;
c) a description of the added value of the collaboration among the Parties;
d) a detailed budget, indicating actual or potential third Party co-funding, if any, and justification of the budget request; and,
e) such other information as may be set out in the Call for Proposals.
a) To be eligible for funding hereunder, a Proposal must include research team participants from each of the Parties;
b) Eligibility to be a Principal Investigator shall be determined in accordance with the policies and procedures of the relevant Party;
c) The Parties acknowledge that, for the Principal Investigators based in Brazil, only the ones working in institutions of higher education and research located in the State of São Paulo, Brazil are eligible to submit Proposals through FAPESP;
d) The Parties acknowledge that, for Principal Investigators based at UEA or the NRP, only the ones working within The University of EAST ANGLIA or within the Norwich Research Park are eligible to submit Proposals through UEA.
3.4 Review and Selection:
a) The Joint Committee will discuss Proposals submitted in response to Calls for Proposals and will choose the Projects to be funded;
b) Selection criteria will be determined by the Joint Committee and will include:
b.1) scientific quality and originality of the joint research plan;
b.2) feasibility of the joint research plan;
b.3) added value anticipated from the collaboration between research teams;
b.4) budget adequacy;
b.5) expertise of the joint research team.
c) The selection of Projects will be made solely by the Joint Committee, which decisions will be made by consensus. The Joint Committee may establish an ad hoc scientific commission to evaluate and comment upon Proposals, or to act as ad hoc reviewers.
4.1 Each Party shall comply fully with all applicable local, government and international laws, regulations and guidelines effective during the term of this Agreement concerning its work performance on research Projects;
4.2 The Parties will accept individuals selected by the Joint Committee for the activities contemplated by the Agreement, provided that mutually acceptable academic and/or professional qualifications and standards are met. All such individuals will be treated in the same non-discriminatory manner in implementing the activities contemplated by the Agreement, subject to the provisions of the Parties policies;
4.3 A Party may terminate the Agreement if these provisions are breached;
4.4 The Parties acknowledge that the implementation of the Agreement at research and higher education institutions will be in accordance with their Policy on International Cooperation, which provides in part that individuals, participating in the activities contemplated by the Agreement, shall be selected on the basis of merit regardless to its race, national or ethnic origins, color, religion, age, sex, sexual orientation, marital status or physical handicap.
5. FINANCIAL CONTRIBUTIONS
The purpose of this Agreement is to instigate good relations between scientists working at UEA (which may include other institutions within the NRP), and scientists eligible to FAPESP funding (from higher education and research Institutions in the State of Sao Paulo, Brazil).
If necessary, the researchers may seek addition funding through other mechanisms.
5.1 Each party will make the following Contributions:
I) Workshops: This Agreement will, in the first instance, focus on workshops with the intention that scientists from both places will identify areas of mutual interest.
i) For workshops held at UEA/NRP, UEA will fund the running of the meetings and the accompanying meals, and FAPESP will fund the travel of the Brazilian delegation to UEA/NRP and their accommodation;
ii) For workshops held in Brazil, the opposite arrangement will apply.
II) Small scale research projects or other activities that fall under the auspices of the Agrement: Funding will be discussed by the Joint Committee and resources will be made available in a fair and reasonable manner so as to support the activity in question, if deemed to be of strategic importance to the relationship.
5.2 Travel Costs: Subject to Section 5.1, each Party will fund the travel expenses and the applicable per diem allowances for its Project personnel when they are working in the other Party's country. This also includes visits to organize activities such as those outlined above.
5.3 Cooperation: Each Party shall co-operate with the other Parties with any financial audit or other enquiries reasonably requested by the other Party, including any enquiries relating to a third Party co-funding sought or obtained by a Party for its work under a Project.
6. TERM AND TERMINATION
a) This Agreement shall enter into force as of the Effective Date and shall continue for a period of five (5) years. The term of this Agreement may be extended by mutual written agreement between the Parties;
b) A Party may terminate this Agreement at any time on six (6) months written notice to the other Party;
c) If this Agreement is terminated, no Projects shall be initiated after the date of the notified termination. However, each Party will, through a written request to the other Party to continue providing its contribution with respect to Projects initiated before the date of such termination as if the Agreement had not been terminated.
7. INTELLECTUAL PROPERTY
Unless otherwise written by the Parties:
a) Intellectual Property created solely by personnel or students of one Party shall be owned in accordance with the policies and procedures of that Party;
b) Intellectual Property created jointly by personnel or students of more than one Party shall be owned jointly, subject to the policies and procedures of the relevant Parties; and,
c) 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.
Any notice to be served on any Party by another one shall be sent by post and shall be deemed to have been received within fourteen (14) days of posting. Notices shall be sent to the following addresses:
a) to FAPESP:
Professor Carlos Henrique de Brito Cruz
Rua Pio XI, 1500 – Alto da Lapa
CEP 05468-901 – São Paulo / SP – Brasil
Tel. 55 11 3838-4010 – fax 55 11 3838-4111
b) to The University of EAST ANGLIA:
Professor Duncan Craig
University of East Anglia
Norwich Research Park - Norwich NR4 7TJ, UK
Tel. 44 (0) 1603 592023 – fax: 44 (0) 1603 592125
a) The Parties acknowledge that implementation of this Agreement may be subject to the execution of such agreements as are necessary or desirable in respect of the activities contemplated therein;
b) In particular, the exchange of any graduate or undergraduate student will be subject to the execution of an appropriate student exchange agreement between the student's home Institution and the Institution that will host the foreigner student.
8.3 Representation and Warranty
Each Party represents and warrants to the other Party that it has the power and capacity to enter into this Agreement. This is the sole representation and warranty given by any Party to another one with respect to this Agreement.
8.4 Entire Understanding
a) This Agreement is a mutual statement of intent among the Parties, who agree to make every reasonable effort to fulfill the intentions expressed herein;
b) It is not intended to establish, and shall not be construed by any Party as establishing any form of business partnership, agency or other legal entity among the Parties;
c) This Agreement records the entire understanding of the Parties with respect to its subject matter and supersedes any prior written or oral record of their understanding, whether expressed or implied;
d) This Agreement may be amended or modified only by written agreement signed by the Parties authorized officers.
This Agreement is drawn up in the English and Portuguese languages and may be executed in counterparts by facsimile or email PDF delivery sent to the Parties in accordance with Section 8.1 above.
IN WITNESS WHEREOF, by signature of the authorized officers of the Parties, this Agreement records their understanding of the matters referenced herein as of the Effective Date.
FUNDAÇÃO DE AMPARO À PESQUISA DO ESTADO DE SÃO PAULO
THE UNIVERSITY OF EAST ANGLIA
São Paulo, September 26, 2012