This Memorandum of Understanding (MoU) is made on September , 2013, to promote collaboration between interested researchers affiliated with Higher Education and Research Institutions in the State of São Paulo, Brazil and at Imperial College London.
(1) THE SAO 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 July 30, 2013 ; and
(2) IMPERIAL COLLEGE OF SCIENCE, TECHNOLOGY AND MEDICINE (“Imperial College”), a body corporate established by Royal Charter with registration number RC000231, whose address is South Kensington Campus, Exhibition Road, London, United Kingdom SW7 2AZ, represented by its Provost Prof. JAMES STIRLING;
Hereafter referred to as the “Parties” or “Party” in the singular.
The Parties agree as follows:
A. The importance of promoting cooperation in scientific and technological research between the UK and the State of São Paulo, Brazil; and
B. The opportunities that may stem from strengthening the links between the scientific communities of São Paulo, Brazil and Imperial College;
the Parties wish to work together to promote collaboration, in areas of interest to both Parties, between researchers affiliated with Higher Education and Research Institutions in the State of São Paulo, Brazil and from Imperial College.
2. Objectives and proposed methods of collaboration
2.1 The Parties intend to work towards the following core objectives, subject to Clause 5.1 and 6.7 below:
A. Promoting interaction between Imperial College, FAPESP and researchers affiliated with Higher Education and Research Institutions in the State of São Paulo with the goal of identifying future areas for cooperation, including through the organization of scientific and technological seminars, specialized workshops, symposia and other scientific meetings of mutual interest;
B. Facilitating exchanges of researchers with the goal of preparing the ground for the development and submission of cooperative research projects between researchers based in São Paulo and at Imperial College, including through scientific exchange visits, joint workshops and bilateral scientific seminars. In the case of scientific exchange, the Parties intend to value especially proposals that contribute to prepare the ground for a joint research proposals to be submitted to FAPESP and to the funding bodies in the UK or Europe; and
C. Establishing joint research opportunities in areas of common interest, with the goal of facilitating collaborative working and knowledge-sharing between researchers based in São Paulo, and researchers based at Imperial College.
2.2 In pursuing the above objectives, the Parties intend to work together to explore the possibilities for co-operation in a range of knowledge areas, the specific areas to be agreed between the Parties on a case-by-case basis.
2.3 Each Party agrees to appoint an overall coordinator for the administration of the agreement, who together will form a Joint Steering Committee with responsibility for overseeing the activities stemming from this MoU.
3. Scientific areas
The activities mentioned on Second Clause can be developed, in principle, in all areas of knowledge. Areas of interest will be specified by the Parties, in the Calls for Research Proposals.
4. Establishment of joint research projects
4.1 The Parties will agree specific areas for joint research projects and will invite proposals from researchers seeking to establish such projects through competitive Calls for Proposals.
4.2 The Parties will agree the precise scope, submission conditions, eligibility rules and evaluation processes for consideration of proposals for joint research, which be specified in the Call for Proposals.
4.3 Each Party will receive and review the joint research proposals received in response to each Call for Proposals according to its own criteria and rules. The Parties may establish joint procedures for the submission and review of the proposals where this is mutually convenient. Only joint research proposals selected by both Parties will be eligible for support pursuant to this MoU.
4.4 For each of the chosen joint research projects, Imperial College will assume the funding responsibilities for the Imperial College research teams and FAPESP will assume the funding for the research teams of São Paulo, Brazil. Subject always to availability of funds in the budgets of the Parties, it is envisaged that Imperial College will contribute with a maximum of £6,000.00 (six thousand Pounds) per year per selected proposal for a maximum period of two years and FAPESP will contribute in Brazilian Reais, with a maximum of the equivalent to £6,000.00 (six thousand Pounds) per year per selected proposal, for the same period.
4.5 It is anticipated that the Parties will award funding for up to five joint research proposals in connection with each Call for Proposals.
4.6 The Parties shall maintain appropriate ethical standards and comply with the applicable laws and regulations of their respective countries in selecting and funding joint research projects pursuant to this MoU.
5. Further agreements
5.1 While the Parties acknowledge the core objectives and intended procedures set out above, the Parties agree that any specific arrangements in pursuance of these general objectives, including (but not limited to) specific joint research projects, will be subject to the normal review and approval processes at each organisation and if approved, will be implemented by further signed agreements.
5.2 Themes of joint activities and the conditions for utilizing the results achieved and arrangements for specific visits, exchanges and other forms of cooperation, including financial arrangements, will be developed mutually in each specific case.
5.3 Each Party will pay its own costs relating to the negotiation, preparation, execution and implementation of this MoU, any Call for Proposals and any further agreements between the Parties, unless otherwise agreed between the Parties in writing.
6. General conditions
6.1 This MoU will be initiated for a period of five years from the date of signing and may be extended by mutual agreement between the Parties in writing. Either Party may terminate this MoU by providing at least six months’ written notice to the other Party. The MoU may be amended at any time by the consent of the Parties confirmed in writing.
6.2 The Parties agree to respect each other's rights to intellectual property and any confidential information designated as such at the time of disclosure.
6.3 The Parties agree that if they intend to disclose to each other any information of a confidential nature, the Parties will put a confidentiality agreement in place in advance of any such disclosure.
6.4 For the avoidance of doubt, any rights of ownership to or title in any intellectual property shall not transfer under this MoU and nothing in this MoU grants or implies any licence in respect of use of intellectual property rights (IPR). Protection and exploitation of any intellectual property rights that arise under this MoU will be agreed on a case-by-case basis, after consideration of officially laid down IPR policies of the Parties. Unless expressly agreed otherwise in writing, intellectual property created solely by researchers from the State of São Paulo shall be owned in accordance with the policies and procedures of FAPESP and intellectual property created solely by researchers from Imperial College shall be owned in accordance with the policies and procedures of Imperial College.
6.5 Any notice to be served on either of the Parties by the other shall be in writing and shall be sent to the following addresses:
(a) For FAPESP:
Rua Pio XI, 1500 – Alto da Lapa
CEP 05468-901 – São Paulo / SP – Brasil
Att.: Scientific Director
(b) For Imperial College
Imperial College London
South Kensington Campus
London SW7 2AZ – United Kingdom
Att.: Head of the International Office, Office of the President
6.6 Any dispute arising out of or in connection with this MoU will be the subject of discussion between the Parties, with escalation to representatives at a senior level in appropriate cases. In the event that the Parties cannot resolve any particular dispute, and the Parties agree to terminate this MoU as a result, the Parties will discuss how to conclude any actions in progress where no specific procedure has been agreed.
6.7 This MoU is a non-binding expression of the current intentions of the Parties who intend to work together to agree the terms of the specific agreements that will be required to achieve the core objectives. This MoU is not intended to be legally binding, nor to create, evidence or imply any contract, obligation to enter into a contract or obligation to negotiate. Termination of this MoU is not intended to impact on the specific agreements that may be entered into between the Parties pursuant to it.
This agreement takes effect on the date it is executed on behalf of both Parties.
Signed in in two original copies in English and Portuguese. Both texts being equally authentic, and presenting the same content and form.