Direction Générale Opérationnelle Economie, Emploi & Recherche du Service Public de Wallonie – DGOEER, having its registered offices located at Place de Wallonie 1, B 5100 Namur, Belgium, hereby duly represented by Mr. Yves Sennen, General Director (hereinafter referred to as “DGOEER”).
Fundação de Amparo à Pesquisa do Estado de São Paulo – FAPESP, having its registered offices located at Rua Pio XI, 1500, Alto da Lapa 05468-901, São Paulo, Brazil, hereby duly represented by Prof. Celso Lafer, President (hereinafter referred to as “FAPESP”).
Each one referred to as a PARTY or jointly as the PARTIES.
CONSIDERING the importance of promoting cooperation in scientific and technological research between Belgium and the Sao Paulo State, Brazil, wishing to strengthen this cooperation on the basis of equality and mutual benefit;
CONSIDERING the need to strengthen the links between the scientific communities of both countries and also to encourage new forms of collaboration between its research centers;
WISHING to promote initiatives collaboration in scientific research and technological development in priority areas of interest to both parties, fostering bilateral cooperation;
Therefore, it is agreed as follows:
Article 1 – Definitions
1.1 The following words and expressions shall have the meanings set out below:
“Commencement Date” means the signature date of this Memorandum of Understanding;
“RESEARCH INSTITUTIONS” means the academic institution, research center or firm based in Wallonia and funded by DGOEER, and the academic institution, research center or firm based in the São Paulo State and funded by FAPESP.
“PRINCIPAL INVESTIGATOR” means the person from each respective Research Institution who is designated in a Research Proposal or other written notice as having the primary responsibility for supervising, managing, and overseeing a given research project on behalf of the Research Institution.
“CALLS FOR PROPOSALS” means calls as devised and issued by the parties, prepared by the Joint Steering Committee.
“TERM” means the period of three (3) years from the COMMENCEMENT DATE of this Agreement, unless extended upon mutual agreement between the PARTIES.
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.
Article 2 – Purpose
Through this Cooperation Agreement, the Parties will implement scientific and technological cooperation between researchers of Wallonia, Belgium, and of the State of Sao Paulo, Brazil, through the funding of joint research projects.
Article 3 – Commencement and Duration
This Agreement shall come into effect on the COMMENCEMENT DATE and shall continue in force for the TERM unless terminated in accordance with Clause 10. The Article 7 shall survive until the termination or expiration of this Agreement for the period stated in clause 7.1.
Article 4 – Implementation of Research Projects Funding
4.1 The PARTIES may each one fund certain joint collaborative research projects proposed by their respective PRINCIPAL INVESTIGATOR under the following conditions:
4.1.1 The proposal must correspond to
i) The funding competencies of the PARTIES;
ii) Notably the following areas of research:
- Biotechnology and healthcare;
- Green technologies and sustainable development;
- Aeronautics and space;
4.2 Projects granted by Wallonia shall be toward the development of applied research and shall imply the participation of at least one company (associated with a University or Research Center) and a budget share of at least forty percent (40%) of the project total budget. Projects granted by FAPESP shall be in accordance with FAPESP’s Programs PIPE (Innovative Research at Small Firms) and PITE (Research Focused on Technology Development).
4.3 The research proposal shall be submitted, simultaneously, in the original language and in English, according to a common application form and to the procedure agreed upon by the PARTIES and the RESEARCH INSTITUTION in the CALL FOR PROPOSALS.
4.4 FAPESP and DGOEER shall list, analyze and qualify the eligible proposals, according to their own policies, their own internal rules and commonly defined criterias as integrated in a joint application form and a joint evaluation form; the overall procedure is defined in the CALL FOR PROPOSALS, as mentioned in 1.1.
4.5 The Parties will appoint two representatives one from each agency, which will form a Joint Steering Committee responsible for the continuation of this Agreement and for drafting the call for proposals.
4.6 After evaluation and qualification by the PARTIES, a steering committee especially appointed by the PARTIES shall be entrusted with the final selection of the proposals.
Article 5 – Financing
For each of the research projects that are approved, DGOEER will assume the funding of research teams from Wallonia, Belgium, and FAPESP of the research teams of Sao Paulo, Brazil, in all cases according to their national rules and regulations and budget availability.
Article 6 – Intellectual Property
6.1 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 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.
6.2 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.
Article 7 – Confidentiality
7.1 During the TERM of this Agreement and for a period of five (5) years thereafter, each PARTY will keep strictly confidential any information disclosed by the other PARTY which the disclosing PARTY identifies as confidential information (“Confidential Information”). The receiving PARTY will only use the Confidential Information in the performance of this Agreement.
7.2 Confidential Information does not include information that (i) is or becomes publicly available other than by breach of confidentiality by the receiving PARTY; (ii) is communicated to the receiving PARTY without any obligation of confidence by a third PARTY who is not itself under any obligation of confidentiality; (iii) is already in the possession of the receiving PARTY, as evidence by written records; or (iv) is required to be disclosed by applicable law, regulatory authority, or court order.
Article 8 – Restrictions on Both PARTIES
8.1 During the course of this agreement both PARTIES shall not:
8.1.1 Use the other PARTY’s name or logo, or the name corresponding to the RESEARCH INSTITUTION without the prior written approval from that PARTY and/or Researcher;
8.1.2 Use advertising copy in relation to this Agreement without the prior written approval of both PARTIES;
8.1.3 Delegate any duties or obligations arising under this agreement otherwise than may be expressly approved in writing by both PARTIES, such approval not unreasonably to be withheld;
8.1.4 Make a financial or legal commitment on behalf of the other PARTY.
Article 9 – Compliance With Laws
FAPESP and DGOEER shall comply fully with all applicable local, government and international laws, regulations and guidelines which are effective during the TERM.
Article 10 – Termination
10.1 Either PARTY may terminate this agreement immediately by notice in any of the following circumstances if:
10.1.1 Either PARTY is in breach of its obligations under this Agreement and following written notice of such breach from the other PARTY, the defaulting PARTY fails to remedy the breach within a period of 30 calendar days, unless the breach and absence of remedy is caused by force majeure according to Article 11;
10.1.2 Either PARTY engages in any conduct prejudicial to the reputation of the other PARTY or its marketing and promotion generally;
10.1.3 Either PARTY may terminate this Agreement for no cause on giving the other PARTY not less than 6 months’ notice in writing.
10.2 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, where reasonable to do so, continue to provide and allow completion of all research projects commenced before the date of such termination as if the Agreement had not been terminated.
Article 11 – Force Majeure
11.1 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.
11.2 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, then the PARTIES shall discuss whether the continuation is viable or whether the Agreement should be terminated.
Article 12 – Miscellaneous
12.1 Each of the PARTIES warrants its power to enter into this Agreement and carrying out its obligations hereunder.
12.2 Each Party covers its own administration costs regarding its contribution to the call, unless otherwise jointly decided.
12.3 For the avoidance of doubt, this Agreement creates no obligation on either PARTY to fund any of the other PARTY’s RESEARCH INSTITUTION or PRINCIPAL INVESTIGATOR.
12.4 For the avoidance of doubt, the existence of this Agreement does not prevent or restrict either PARTY from entering into cooperation agreements with other institutions.
12.5 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 non-existent.
12.6 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.
12.7 Any notice to be served on either of the PARTIES by the other shall be sent by airmail or by facsimile and shall be deemed to have been received by the addressee on the fifth day after the date of posting or on the next business day if sent by facsimile to the correct number and a transmission report can be produced. Notice shall be sent to the following addresses:
For FAPESP: Diretor Científico, FAPESP, Rua Pio XI, 1500 São Paulo SP, CEP 05468-901, Brazil.
For DGOEER: General Director, Place de la Wallonie 1, B- 5100 Namur, Belgium
12.8 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.
12.9 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.
12.10 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.
12.11 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.