Versão em português

COOPERATIVE AGREEMENT BETWEEN FAPESP AND KEELE UNIVERSITY

THE SÃO PAULO RESEARCH FOUNDATION - FAPESP, established by Law nº 5.918, of October 18th, 1960, with headquarters at Rua Pio XI, 1500, Alto da Lapa, São Paulo, SP, enrolled in CNPJ/MF under nº 43.828.151/0001-45, herein represented according to article 11, “a” of Law nº 5.918, combined with its General Rule approved by Decree n° 40.132, of May 23, 1962, represented by its President, Prof. Dr. CELSO LAFER, in the exercise of the powers delegated by Act of the Governor of the State of São Paulo, published in the Official Gazette of the State, of June 21, 2010, hereinafter referred to as FAPESP, and the KEELE UNIVERSITY, of Keele, Staffordshire ST5 5BG, United Kingdom represented by (name and title), hereinafter referred to as Keele and both hereinafter referred to as "Parties”:

WHEREAS:

(A) Keele and FAPESP are both legal entities fully empowered to conduct their own affairs and enter into this Agreement on the following terms.

(B) Keele is engaged in the provision of higher education services in the UK. FAPESP is an independent public foundation with the aim of fostering research and scientific and technological development in the state of São Paulo in Brazil.

(C) The Parties entered into a Memorandum of Understanding in February 2013 in order to promote scientific and technological collaboration between them. In furtherance of this goal, each Party wishes to appoint a researcher to carry out research in Keele and in a research institution in the State of São Paulo in accordance with the terms of this Agreement.

IT IS NOW AGREED as follows:

1. interpretation

1.1 In this Agreement the following definitions will apply (unless the context otherwise requires):

"Agreement"

Means this Agreement, including Schedules 1, 2 and 3

"Commencement Date"

Means [date of signature to be inserted]

“São Paulo Researcher”

Means the researcher appointed by FAPESP under the terms of this Agreement

“Host Institution”

Means the Institution which hosts the Researcher, as set out in Schedule 1

"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, any other rights in any invention, discovery or process, existing in any jurisdiction and all rights to apply for the same

“Keele Researcher”

Means the researcher appointed by Keele under the terms of this Agreement

“São Paulo Researcher”

Means the researcher selected by FAPESP under the terms of this Agreement.

 

“Researcher”

Means either the Keele Researcher or the São Paulo Researcher

“São Paulo Host Institution”

Means the São Paulo institution which hosts the São Paulo Researcher and at which the São Paulo Researcher is primarily based, as selected in accordance with Schedule 1

"Schedule 1"

Means the first schedule to this Agreement

“Schedule 2”

Means the second schedule to this Agreement

“Schedule 3”

Means the third schedule to this Agreement

“Visiting Institution”

Means the Institution which is not the Host Institution

1.2 In this Agreement:

1.2.1 words denoting any gender shall include all genders, and words denoting the singular shall include the plural;

1.2.2 references to persons or undertakings shall include individuals, bodies corporate (wherever incorporated), unincorporated associations, partnerships and other unincorporated bodies;

1.2.3 references to any statute or statutory provision shall be deemed to include references to any statute or statutory provision which amends, extends, consolidates or replaces the same.

1.3 In the event of any conflict of interpretation between the terms of this Agreement and the Schedules, the terms shall prevail.

2. OBJECTIVES

This agreement aims to enable the exchange of researchers between the State of São Paulo and Keele University in areas of common interest, especially in tropical diseases, to promote international science and technology cooperation on the basis of the Third Clause of the Memorandum of Understanding (MOU) signed in February 26, 2013.

3. term

3.1 This Agreement shall commence on the Commencement Date and shall end immediately following the date of termination of Keele Researchers’ contracts of employment, and FAPESP grant award with the São Paulo Researcher unless extended by both Parties in accordance with clause 23.2.

4. the collaboration

4.1 In accordance with this Agreement, Keele shall:

4.1.1 appoint and employ a Researcher;

4.1.2 fully fund the costs set out in Schedule 2;

4.1.3 provide all reasonable support to enable its Researcher and the other Party’s Researcher to carry out his or her research, including office and lab space as required.

4.2 In accordance with this Agreement, FAPESP shall:

4.2.1 appoint a Researcher to be hosted in a São Paulo Host Institution, which shall provide all reasonable support to enable its Researcher and Keele’s Researcher to carry out his or her research, including office and lab space as required.

4.2.2 fully fund the costs set out in Schedule 2;

5. RECRUITMENT

5.1 Keele and FAPESP shall draw up the person specification for each of the Keele and São Paulo Researcher positions.

5.2 Each Party shall be responsible for advertising for their respective Researcher in such a way as is reasonable to attract eligible, high-calibre candidates. Each Party shall fund their own recruitment costs.

5.3 Subject to any visa restrictions, neither Keele nor FAPESP shall stipulate any nationality requirements in relation to their Researcher.

5.4 A representative of each Party shall be entitled, at its own cost, to sit on the other Party’s recruitment panel. The final decision in relation to the appointment of each Researcher shall be a joint decision between the Parties.

5.5 The Parties shall ensure that the appointed Researchers comply with this Agreement.

5.6 For the avoidance of doubt, the Keele Researcher shall not be an employee of FAPESP and the Sao Paulo Researcher shall not be an employee of Keele.

5.7 In the event that either Researcher is not able to obtain the necessary visa to attend the Visiting Institution, the Parties shall both use all reasonable endeavours to find a way to resolve the situation to the satisfaction of both Parties.

6. RELATIONSHIP WITH SÃO PAULO HOST INSTITUTION

6.1 FAPESP may nominate that the São Paulo Host Institution performs the obligations in clauses 3.2.1,8 8 and 9 in its place, but shall still remain liable for performance of these clauses.

6.2 FAPESP shall be responsible for ensuring that the São Paulo Host Institution enters into an agreement with Keele and FAPESP in the form set out in Schedule 3 before any activity is initiated at either the Keele or Sao Paulo Host Institution.

7. PAYMENT

7.1 The Parties shall make payment according to Schedule 2.

7.2 Payments shall be made in whichever currency is reasonably appropriate.

7.3 The payments set out in Schedule 2 shall be reviewed annually in accordance with clause 16.

7.4 Except where otherwise expressly stated in this Agreement, all consideration in respect of supplies for United Kingdom Value Added Tax ("VAT") purposes supplied or deemed to be supplied by Keele under or in connection with this Agreement is shown exclusive of VAT (or GST or any other equivalent turnover tax). VAT at the appropriate rate will be added to an invoice issued by Keele where required. Should no VAT be charged on an invoice issued by Keele, Keele retains the right to issue a separate VAT only invoice at a later date if required to do so, for example by HM Revenue and Customs.

7.5 FAPESP will comply with all obligations established in Brazilian tax laws and regulations.

8. INSTITUTION STANDARDS

Each Researcher shall be required to comply with all standards and regulations of their Host Organisation and the São Paulo Host Institution, as appropriate. The Parties shall procure that their Researcher shall comply with all the Visiting Institution’s standards and regulations during periods of research at the Visiting Institution.

9. INTELLECTUAL PROPERTY

9.1 Each Party shall own all Intellectual Property developed by its Researcher as a result of this Agreement (“Foreground Intellectual Property”). The ownership of Foreground Intellectual Property developed by the FAPESP Researcher shall be agreed between FAPESP and the São Paulo Host Institution.

9.2 Each Party hereby grants to the other a royalty-free, non-transferable, non-exclusive licence to use its Foreground Intellectual Property for teaching and non-commercial research purposes.

9.3 In the event that either Party intends to use Foreground Intellectual Property for commercial purposes, it shall notify the other Party. The Parties shall in good faith agree in writing how to divide any revenue arising from the Foreground Intellectual Property, taking into account the Parties’ relative financial and intellectual contributions.

9.4 Any Intellectual Property, other than Foreground Intellectual Property, belonging to either Party which is used in or disclosed in connection with the Agreement (“Background Intellectual Property”) shall remain the property of the Party making the Background Intellectual Property available.

9.5 Each Party hereby grants to the other a licence to use its Background Intellectual Property for the purposes of this Agreement and for teaching and non-commercial research purposes.

10. PUBLICATIONS

10.1 All proposed publications (including, but not limited to, scientific publications, patent applications and non-confidential presentations) arising out of this Agreement, shall be submitted in writing to the other Party for review at least thirty (30) days before submission for publication or before presentation, as the case may be.

10.2 No Party shall be entitled to disclose Background or Foreground Intellectual Property belonging to the other without that Party’s written consent.

10.3 Without prejudice to clause 10.2, in the event that either Party raises reasonable objection to the publication within thirty (30) calendar days of the date of notification, the Parties shall use all reasonable endeavours to agree appropriate amendments to the publication. In any event, no Party shall be required to delay publication for more than six (6) months from the date of notification.

10.4 Each Party shall acknowledge the intellectual contribution of the other in any publications or presentations, in accordance with standard scientific practice or as reasonably agreed between the Parties from time to time.

11. Confidentiality

11.1 The Parties each undertake to keep confidential and not to disclose to any third party or to use themselves other than for the purposes of the Agreement any information relating to the business of the other, its Background Intellectual Property, its Foreground Intellectual Property or any other information committed to writing and marked confidential (“Confidential Information”).

11.2 Each of the Parties undertakes to use reasonable endeavours to ensure that Confidential Information of the other is disclosed by it only to those of its officers, employees, students, agents and contractors to whom and to the extent to which, such disclosure is necessary for the purposes contemplated under this Agreement and to ensure that all such personnel are bound by terms of confidentiality equivalent to those contained in this Agreement.

11.3 The obligations contained in this clause 11 shall survive the expiry or termination of this Agreement for any reason but shall not apply to any Confidential Information which:

11.3.1 is publicly known at the time of disclosure to the receiving Party;

11.3.2 becomes publicly known after disclosure otherwise than through a breach of this Agreement by the receiving Party, its officers, employees, agents or contractors;

11.3.3 can be shown by reasonable proof by the receiving Party to have reached its hands otherwise than by being communicated by the other Party including being known to it prior to disclosure, or having been developed by or for it wholly independently of the other Party or having been obtained from a third party without any restriction on disclosure on such third party of which the recipient is aware, having made due enquiry;

11.3.4 is required by law, regulation or order of a competent authority (including any regulatory or governmental body or securities exchange) to be disclosed by the receiving Party, provided that, where practicable, the disclosing Party is given reasonable advance notice of the intended disclosure and provided that the relaxation of the obligations of confidentiality shall only last for as long as necessary to comply with the relevant law, regulation or order and shall apply solely for the purposes of such compliance;

11.3.5 is approved for release, in writing, by an authorised representative of the disclosing Party.

12. LIABILITY

12.1 Neither Party represents or warrants that information given by any of its employees, students, agents or appointees in relation to the work carried out under the Agreement, or the content or use of any materials, works or information provided in connection with the Agreement, will not constitute or result in infringement of third-party rights. Notwithstanding, no Party shall knowingly infringe the Intellectual Property rights of any third party in performance of its obligations under this Agreement.

12.2 The liability of either Party for breach of this Agreement, or arising in any other way out of the subject matter of this Agreement, will not extend to loss of business or profit, or to any indirect, consequential, or punitive damages or losses.

12.3 The maximum liability of either Party to the other under or otherwise in connection with this Agreement shall not exceed the total value of the payments that it has made, or is required to make, under clause 7 as at the date that liability arose. For the avoidance of doubt, nothing in this clause 12.3 shall be deemed to exclude or limit in any way either Party’s liability for intentional wrongdoing or liability in respect of death or personal injury caused to any person as a result of negligence.

12.4 Each Party agrees to maintain at all times during the term of this Agreement reasonably adequate insurance cover with an insurance office of good repute, sufficient to cover any liability under this Agreement and to produce for inspection at the other Party’s reasonable request a copy of such insurance policy or policies and relevant premium receipts.

13. FORCE MAJEURE

No Party shall be liable for any failure to perform its obligations where such failure is as a result of an act beyond a Party’s reasonable control and no other Party will have a right to terminate this Agreement in such circumstances. Failure to be able to make payment shall not constitute an act beyond a Party’s reasonable control.

14. termination

14.1 Either Party may terminate this Agreement for breach by the other of any of the material obligations set out in this Agreement, but giving not less than thirty (30) days’ written notice to the other of its intention to terminate. The notice shall include a detailed statement describing the nature of the breach. If the breach is capable of being remedied and is remedied within the thirty (30) day notice period, then the termination shall not take effect. If the breach is incapable of remedy, then the termination shall take effect at the end of the thirty (30) day notice period in any event.

14.2 Either Party shall be entitled to terminate this Agreement immediately by notice in writing if continuation of this Agreement represents, in that Party’s reasonable view, a reputational risk to that Party.

14.3 Either Party may elect to terminate this Agreement if any of the following events (or an analogous event) occurs:

14.3.1 a receiver is appointed over any of the property or assets of the other Party; or

14.3.2 the other Party makes a voluntary arrangement with its creditors, becomes subject to an administration order or goes into liquidation;

14.3.3 there is a change in the ownership of the other Party which is not reasonably acceptable to the terminating Party.

15. consequences of termination

15.1 Upon the termination of this Agreement, each Party shall use reasonable endeavours to assist the other Party’s Researcher to wind-up any work currently ongoing at the Visiting Institution.

15.2 If this Agreement terminates for any reason whatsoever:

15.2.1 such termination shall not prejudice or affect the rights or remedies of either Party against the other in respect of any breach of this; and

15.2.2 all provisions which are expressed to survive termination of the Agreement, (in particular clauses 1, 9, 10, 11, 12, 15, 17 to 23 shall continue in force in accordance with their terms.

16. MANAGEMENT AND REVIEW

16.1 The Parties shall discuss the arrangements under this Agreement as and when reasonably required by either Party. All discussions relating to this Agreement may take place by phone, email or video conference as appropriate.

16.2 The Parties, in good faith, shall review the arrangements under this Agreement on an annual basis on each anniversary of the date of signature. This review shall include a review of the payments to be made by each Party under Schedule 2 and FAPESP and Keele each agrees to increase these payments were required to take account of inflation and increased employment costs.

16.3 The lead contact for each Party is set out below:

16.3.1 Keele: Professor Gordon Hamilton, j.g.c.hamilton@keele.ac.uk, +44 1782 733026

16.3.2 FAPESP: Patrícia Brant Monteiro, patricia@fapesp.br

17. STATUTORY OBLIGATIONS

17.1 The Parties shall ensure that, in carrying out the Agreement, they shall comply with all applicable laws, regulations and statutes and shall co-operate with one another as required to ensure compliance.

17.2 Without prejudice to the generality of this clause 17.1, the Parties shall take all steps required to fully comply with the UK Freedom of Information Act 2000, the Data Protection Act 1998, the Bribery Act 2010 and the Equalities Act 2010, the Health and Safety at Work Act 1974 all as amended, and other analogous legislation and regulations as well as any employment requirements. Clause 17.3 and 17.4 set out further requirements in respect of the Bribery Act 2010, the Equalities Act 2010 and Health and Safety at Work Act 1974 and employment requirements respectively.

17.3 Without prejudice to the generality of clause 17.1, each Party warrants to the other Party that it and its officers, employees, agents, contractors and consultants shall comply with the UK Bribery Act 2010 and, without limitation, shall not:

17.3.1 offer, promise, or give a financial or other advantage; or

17.3.2 request, agree to receive, or accept a financial or other advantage; or

17.3.3 perform improperly a relevant function or activity; or

17.3.4 bribe a public official.

17.4 Each Party shall implement and maintain adequate procedures to prevent its officers, employees, agents, contractors and consultants from breaching the Bribery Act 2010. In the event that a Party breaches this clause 17.3, the other Party may elect to terminate this Agreement with immediate effect.

17.5 FAPESP shall ensure that, by carrying out the Agreement, the Parties shall comply with all applicable Brazilian laws, regulations and statutes.

17.6 Without prejudice to the generality of clause 17.1, neither Party shall unlawfully discriminate within the meaning and scope of any law, enactment, order, or regulation relating to discrimination (whether in age, race, gender, religion, disability, sexual orientation or otherwise), including but not limited to the Equalities Act 2010, as amended.

17.7 Without prejudice to the generality of clause 17.1, at the direction of the Host Institution, the Visiting Institution shall take any steps required to ensure that the Host Institution is able to comply with any legislation affecting the Researcher, including but not limited to, the Health and Safety at Work Act 1974 and employment legislation. These steps shall include, but are not limited to, assisting in the completion of any risk assessments, supporting visa applications required

18. use of logo

Neither Party shall use the name, crest, logo or registered image of the other without prior written consent. Publication of the sums received by Keele in its annual report, or similar, shall not breach this clause.

19. assignment and sub-contracting

Neither Party shall assign or sub-contract any of its rights or obligations under this Agreement without the prior written consent of the other Party.

20. status of the parties

Nothing in this Agreement shall be construed as establishing or implying a legal partnership or joint venture between the Parties or shall be deemed to constitute either Party as the agent or employer of the other or to allow either Party to hold itself out as acting on behalf of the other.

21. POWER TO ENTER INTO AGREEMENT

Each Party warrants that it has the power and authority under its constitution to enter into this Agreement.

22. dispute resolution

22.1 All disputes which shall at any time arise between the Parties in relation to this Agreement shall be resolved through the following stages:

22.1.1 An initial informal attempt at resolution by the relevant staff involved in the dispute;

22.1.2 Where a resolution cannot be achieved, the dispute shall be referred to the signatories of this Agreement (or their successors) or to their nominated representatives;

22.1.3 In the event that the signatories cannot achieve a resolution, the matter may be referred by either Party to mediation,:

(a) 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 a mediation board composed by two (2) mediators, one appointed by FAPESP, and one appointed by Keele.

(b) The cost of any mediation shall be divided equally between the Parties.

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

22.2 During any dispute, the Parties agree that they shall continue their respective performance of the provisions of this Agreement and that nothing in this clause shall prevent the Parties at any stage from pursuing legal action and any other rights and remedies available to them under this Agreement.

23. entire agreement

23.1 This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter of this Agreement and supersedes all prior discussions, understanding and agreements between the Parties.

23.2 No variation to this Agreement or its Schedule shall be effective unless agreed by both Parties in writing and signed by the authorised representative of each Party.

24. notices

Notices under this Agreement shall be in writing and shall be served on the Parties as follows:

24.1 Keele University

Head of Research and Enterprise Services
Research and Enterprise Services
Keele University
Keele
Staffordshire
ST5 5BG
United Kingdom

24.2 FAPESP
Head of Scientific Directory
Rua Pio XI, 1500 – Alto da Lapa
CEP 05468-901 – São Paulo / SP – Brasil

25. Severability

In the event that any provision of this Agreement shall be nullified or made void by any statute, regulation or order or by the decision or order of any court having jurisdiction, the remaining provisions shall remain in full force and effect.

26. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall be deemed one and the same instrument.

27. contracts (rights of third parties) act 1999

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 for the purposes of the Contracts (Rights of Third Parties) Act 1999.

28. governing law and language

28.1 This Agreement is written in the English language and translated into Portuguese executed in two (2) copies in English and two (2) copies in Portuguese, with both versions being equally authentic.

28.2 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.

 

AS WITNESS WHEREOF this Agreement has been signed on behalf of the Parties

Signed for and on behalf of  Keele University:
Mr. Rama Thirunamachandran
Deputy Vice Chancellor e Provost
Date: 10 July 2013

Fundação de Amparo à Pesquisa do Estado de São Paulo
Prof Dr Celso Lafer
Presidente
Data: 13 August 2013


Schedule 1

Researcher Details

Requirement

Keele

FAPESP

Nature of the post

Non-clinical academic

Clinical academic

Research Area

Research interests to relate to the Centre for Applied Entomology and Parasitology at Keele

Research interests to relate to the Centre for Applied Entomology and Parasitology at Keele

Recruitment Requirements

To be agreed in accordance with clause 4. The Parties anticipate that eligible candidates shall:

  1. have a minimum of 2-5 years post-doctoral experience in the relevant area;
  2. demonstrate evidence of capacity to generate research income;
  3. have published in international peer-reviewed journals appropriate to expertise
  4. provide a clear research programme.

Duration of employment

Three calendar years, to commence before 31 October 2013.

Title at Host Institution

Research Fellow

FAPESP to insert

Title at Visiting Institution

FAPESP to insert

FAPESP to insert

Institution at which the Researcher shall primarily be based

Keele University

A higher education institution within the São Paulo area, as agreed between Keele and FAPESP (“São Paulo Host Institution”)

Institution which appoints the Researcher (“Host Institution”)

Keele University

São Paulo Host Institution

Period of time spent at each Institution

As agreed between Keele and FAPESP from year to year. The Parties envisage that the Researchers will spend between 6 to 8 months in their Host Institution each year and the remaining period at the Visiting Institution.

Teaching Responsibilities

None, unless agreed between the academic and Keele from time to time.

During periods at Keele, the São Paulo Researcher shall be permitted by FAPESP to spend up to 4 hours teaching and 4 hours preparation each week.

Role in Institutional Collaboration

Both Researchers will act as a focal point for joint research initiatives. The Researchers shall co-operate to prepare joint research proposals, including, but without limitation, for EC funding.

Personal Arrangements

Each Researcher shall be responsible for arranging their own living arrangements when at the Visiting Institution. The Visiting Institution shall provide reasonable assistance to identify appropriate accommodation sources if required.

Schedule 2

Payments

The figures in this Schedule shall be renewed annually in accordance with clause 23.2.

The figures below represent the anticipated payments which will be made. Any reduction in these amounts must be agreed between the Parties in writing.

No payments shall be made directly from Keele and FAPESP nor from FAPESP to Keele.

Payments to be made by FAPESP per annum

Nature of payment

Recipient

Amount

Stipend Payments

Stipend payment

São Paulo Researcher

£26,353.61

Uplift payment to reflect periods spent at Keele

São Paulo Researcher

£10,532.92

Uplift payment for periods spent in Brazil

Keele Researcher

£24,451.41

Travel Costs

Travel funds for São Paulo Researcher’s travel to and from the UK

Made available to São Paulo Researcher

£3,000

Research Costs

Research funding for FAPESP Researcher (not to be used outside of Brazil)

Made available to São Paulo Researcher (and the Keele Researcher shall benefit from these funds when in Brazil).

£78,369.91

TOTAL

 

£142,707.85

Payments to be made by Keele University per annum

Payment

Recipient

Amount

Salary Payments

Salary

Keele Researcher

£76,600.00

Travel Costs

Travel funds for Keele Researcher’s travel to and from Brazil

Made available to Keele Researcher

£3,000

Research Costs

Research funding for Keele Researcher (not be be used outside UK)

Made available to Keele Researcher(and the FAPESP Researcher shall benefit from these funds when in Keele)

£20,000

 

Teaching Payments

Teaching responsibilities at Keele

São Paulo Researcher

At the rate agreed between Keele and the São Paulo Researcher

TOTAL

 

£99,600

 

Schedule 3

Accession Agreement

This Agreement is entered into between:

KEELE UNIVERSITY of Keele, Staffordshire ST5 5BG, United Kingdom (“Keele” or the “University”);

SÃO PAULO RESEARCH FOUNDATION of R. Pio XI, 1500 - Alto da Lapa - CEP 05468-901 São Paulo/SP, Brazil (“FAPESP”); and

[NAME OF SÃO PAULO HOST INSTITION] of [insert address] (“[name of São Paulo Host Institution]”);

each a Party and together, the Parties.

IT IS NOW AGREED as follows:

(A) Keele and FAPESP entered into an agreement dated [date of signature of main agreement to be inserted] (the “Main Agreement”) to enable both Parties to each recruit a Researcher.

(B) At the date that Keele and FAPESP entered into the above agreement, FAPESP had not yet identified which institution in São Paulo would host the Researcher.

(C) The institution which will host the FAPESP Researcher has now been identified as [insert full name of São Paulo Host Institution] and the Parties agree that [name of São Paulo Host Institution] shall become a Party to the Main Agreement.

(D) [Name of São Paulo Host Institution] provides higher education services in Brazil and is a legal entity fully empowered to conduct its own affair and enter into this Accession Agreement on the following terms.

1. interpretation

1.1 In this Accession Agreement the following definitions will apply (unless the context otherwise requires):

“Accession Agreement

Means this Agreement.

"Main Agreement"

Means the Agreement entered into between Keele and FAPESP dated [date of signature of Main Agreement to be inserted] and annexed to this Accession Agreement as Annex 1.

All other definitions listed in the Main Agreement shall apply to this Accession Agreement.

2. ACCESSION

Keele and FAPESP agree that [name of São Paulo Host Institution] shall, and agrees to, become a party to the Main Agreement.

2.1 Each of the Parties to this Accession Agreement acknowledges and accepts that the undertakings of the Parties to each other under this Accession Agreement in respect of the Main Agreement are good and sufficient consideration for all its undertakings under this Accession Agreement.

3. TERM

3.1 This Accession Agreement shall commence on [date of signature to be inserted] and shall terminate on the date of termination of the Main Agreement.

3.2 [Name of São Paulo Host Institution] shall incur rights and obligations under the Main Agreement as from the date of signature of this Accession Agreement.

4. FUNDING AND INTELLECTUAL PROPERTY ARRANGEMENTS

FAPESP and [name of São Paulo Host Institution] shall enter into a separate written agreement regarding the transfer of funding from FAPESP to [name of São Paulo Host Institution] and any Intellectual Property arrangements.

5. AMENDMENTs TO THE MAIN AGREEMENT

5.1 The following wording shall be added to clause 16.3 of the Main Agreement:

The lead contact for [name of São Paulo Host Institution] is:

[[name of São Paulo Host Institution] to insert contact name, email address and phone number]

5.2 The following wording shall be added to clause 24 of the Main Agreement:

Notices under this Agreement shall be served on [name of São Paulo Host Institution] as follows:

[[name of São Paulo Host Institution] to insert name and address of person on whom notice should be served]

5.3 The following wording shall be added to clause 12.3, immediately after the first sentence:

The maximum liability of [Name of São Paulo Host Institution] shall be limited to the total payments it, and/or the São Paulo Researcher, has received from FAPESP.

5.4 The following wording shall be added as a new clause 13.4:

[Name of São Paulo Host Institution] shall not be entitled to terminate this Agreement without the prior written consent of FAPESP and Keele. This clause shall take precedence over clauses 14.1, 14.2 and 14.3.

5.5 [Name of São Paulo Host Institution] shall not responsible for providing funding under clauses 4.1.2, 7 and Schedule 2 and this responsibility shall lie solely with FAPESP and Keele.

5.6 Except for the amendments listed in clauses 5.1, 5.2, 5.3 and 5.4 above, the terms of the Main Agreement shall continue in full force and effect.

6. MISCELLANEOUS

6.1 This Accession Agreement may be executed in counterparts, each of which will be deemed an original but all of which will constitute the same instrument.

6.2 In the event of any conflict between the Main Agreement and this Accession Agreement, the Main Agreement shall prevail.

6.3 This Agreement is written in the English language and translated into Portuguese executed in two (2) copies in English and two (2) copies in Portuguese, with both versions being equally authentic

6.4 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.

AS WITNESS WHEREOF this Agreement has been signed on behalf of the Parties

Signed for and on behalf of  Keele University:
Mr. Rama Thirunamachandran
Deputy Vice Chancellor e Provost
Date: 10 July 2013

Fundação de Amparo à Pesquisa do Estado de São Paulo
Prof Dr Celso Lafer
Presidente
Data: 13 August 2013