Versão em português

COOPERATION AGREEMENT FOR RESEARCH FOCUSED ON TECHNOLOGY DEVELOPMENT BETWEEN FAPESP AND INTEL

The Fundação de Amparo à Pesquisa do Estado de São Paulo, FAPESP, legal entity created by State Law Nr. 5.918 of October 18, 1960, with head office at Rua Pio XI, 1500, Alto da Lapa, São Paulo, SP , enrolled in the National Register of Legal entities (CNPJ) under Nr. 43.828.151/0001-45, hereinafter named FAPESP and hereby represented by its legal representative, Professor Celso Lafer, within the powers granted to him, and INTEL SEMICONDUTORES DO BRASIL LTDA., having its principal place of business at Avenida Dr. Chucri Zaidan, 940, 9th, 10th and 11th floors, suites 91, 101 and 111, Vila Cordeiro, in the City of São Paulo, State of São Paulo, enrolled in the National Register of Legal Entities (CNPJ) under Nr. 57.286.247/0001-33, hereinafter named INTEL and hereby represented by Fernando Martins, hereby designated as Parties or Party, decide to celebrate the present Agreement, under the following terms and conditions:

1. Purpose

1.1 The purpose of this Agreement is to establish the conditions for selection and funding of collaborative scientific and technological research projects to be developed by and between researchers of public or private research or teaching institutions in the State of São Paulo, Brazil and scientists from INTEL and/or controlling, subsidiary or affiliate companies (“INTEL Companies”).

2. Execution of Agreement

2.1 This Agreement will be supervised by a Joint Steering Committee (“JSC”) formed by two representatives from FAPESP and two representatives from INTEL and/or INTEL Companies.

a) The Joint Steering Committee will have the following responsibilities:

a.1) Specify themes, after consultation to the Parties, for the Calls for Research Proposals (“CFRP”), which should be written observing the guidelines of Annex II.

a.2) Pre-select the received proposals according to their compliance with the terms and themes of the corresponding Calls for Research Proposals.

a.3) Issue a recommendation to the Scientific Director of FAPESP about each one of the proposals received, after they have been analyzed by the Joint Steering Committee and by the Area Coordinators at FAPESP and according to the rules of FAPESP, stated in Annex III.

a.4) Supervise the research proposals, fostering the collaboration among the scientists and students participating in each one of the selected projects with one another.

a.5) Find solutions to all technical, administrative and financial questions that may arise during the term of the present Agreement, as well as supervising the execution of the activities arising from the present Agreement, referring to each Party respective superior officer as required.

b) The Calls for Research Proposals will be issued by FAPESP, after the agreement of the JSC.

c) Both FAPESP and INTEL may relieve or appoint their representatives to the Joint Steering Committee at any time, without consultation of the other Party, but informing the other Party 24 (twenty-four) hour in advance.

d) In the event that a proposal will not be supported under this Agreement, either Party may at its sole discretion elect to provide support, individually, by its own mechanisms, without prejudice to this Agreement and not representing breach of the terms of this Agreement.

3. Financial Clauses

3.1 Financial support for the projects selected under this Agreement will encompass a total of five hundred thousand dollars (US$ 500,000.00) from FAPESP and five hundred thousand dollars (US$ 500,000.00) from INTEL, in the course of this Agreement. INTEL funding can be done directly by INTEL and/or by INTEL Companies.

3.2 INTEL or FAPESP may provide additional funding for select projects under this Agreement at their sole discretion.

3.3 The funding will be disbursed according to the schedule of disbursements approved by the Parties in each proposal.

4. Confidentiality

4.1 FAPESP and INTEL agree to keep confidential the content of the proposals submitted for analysis in the scope of this Agreement.

4.2 FAPESP can publish a summary containing the title, institution where the principal investigators work, principal investigators and composition of the research team, relevant dates and an abstract of each selected proposal.

4.3 All information given, received or exchanged by the Parties and marked "Confidential" or with a similar wording (including this Agreement) will be protected as confidential by the receiving Party according to the conditions and obligations set out in the Corporate Non-Disclosure Agreement (“CNDA”) Nr. 11281946, duly signed between the Parties and effective as of July 25, 2012.

5. Intellectual Property

5.1 All rights and obligations relating to intellectual property over the results of the projects financed under this Agreement will be defined and determined by specific Terms and Conditions to be executed between INTEL and/or INTEL Companies, FAPESP and the institutions to which the principal researchers of the selected projects are affiliated, according to Annex II, Section 3.d of this Agreement. FAPESP may or may not participate in intellectual property rights according to the provisions of Portaria PR 04/2011.

6. Term

6.1 This Agreement will be valid from the date of signature and will remain in force for 5 (five) years after that date, with exception to the confidentiality clause that will remain in effect for five (5) years after the termination of this Agreement.

7. Cancellation

7.1 Either Party may, without liability, terminate this Agreement for convenience at any time upon 90 (ninety) days prior written notice to the other Party. The termination of the Agreement will not affect projects which are ongoing at the time it occurs, including the development of the activities of the Terms and Conditions in effect then, according to Annex II, Section 3.d.

8. Legal Venue

8.1 All disputes, controversies or claims arising out of or relating to this Agreement or any breach hereof which cannot be settled amicably by the Parties will be finally and exclusively settled by the Central courts of the Capital of the State of São Paulo, Brazil.

9. Notices

9.1 Any notices or requests in connection with this Agreement will be in writing and addressed to the Parties as follows:

To FAPESP:

Fundação de Amparo à Pesquisa do Estado de São Paulo
Rua Pio XI, 1500, Alto da Lapa
CEP 05468-901, São Paulo, SP, Brasil
A/C: Diretor Científico

e-mail: dc@fapesp.br

To INTEL:

Intel Semicondutores do Brasil

Av. Dr. Chucri Zaidan, 940 – 10o andar

CEP 04583-110, São Paulo, SP, Brasil

A/C: Fabio Tagnin

e-mail: fabio.tagnin@intel.com

10. Annex

10.1 The following documents are considered part of this Agreement:

Annex I: List of Themes of Interest for this Agreement;

Annex II: General Guidance for the Call for Research Proposals;

Annex III: FAPESP Procedures for review and selection of proposals.

In full and mutual agreement, this Agreement is signed in two original bilingual copies in English and Portuguese, both texts being equally authentic.

Annex I: List of Themes of Interest for this Agreement

The themes of interest of FAPESP and INTEL to be addressed in Calls for Research Proposals under this Agreement are:

SoC Platforms and Applications on:

  • Security
  • Energy efficiency
  • Hardware-software co-design
  • Smart sensing

The themes of interest can be updated by decision of the Joint Steering Committee at any time with no need to amend this Agreement. Approval of a Call for Research Proposals by the Joint Steering Committee will have the effect of amending this section.

Annex II: General Guidance for the Call for Research Proposals

1. General Provisions

a. Call for Research Proposals will be prepared by the Joint Steering Committee FAPESP – INTEL following the guidelines set forth below.

b. The Call for Research Proposals will invite researchers from public or private institutions of higher education and/or research, in the State of São Paulo to submit Research Proposals in research areas of interest of INTEL and FAPESP.

c. Each Call for Research Proposals will contain the list of research themes of interest as set forth, according to the decision of the Joint Steering Committee FAPESP – INTEL.

d. Call for Research Proposals should make clear:

d.1) The themes to be prioritized in each call;

d.2) The format for proposals;

d.3) The process of evaluating and selection of proposals as set forth in Annex III; and

d.4) The schedule for submission of proposals and assessment phases in compliance with the specifications contained herein.

2. The Contributions of the Parties

a. The total cost of all projects selected in each Call for Research Proposals will be financed with 50% of funds from FAPESP and 50% from INTEL and/or INTEL Companies. The percentages for each individual project may vary depending on the degree of innovation and technological risks of each proposal.

b. FAPESP’s funds will be directed to public or private institutions of higher education and/or research in the State of Sao Paulo and can be applied according to the rules for use of research funds awarded by FAPESP.

c. The funds contributed by INTEL and/or INTEL Companies will be disbursed to the institution where the principal investigators work, considering that:

c.1) Capital goods or equipment, necessary to the Research Project, provided they stay under the ownership of institutions of the public or private higher education and research institutions in the State of São Paulo, after the completion of the research project;

c.2) Scholarships for undergraduate, Masters, Doctoral and Post-Doctoral students, with values at least equal to the grants FAPESP provides for these arrangements, including contingency funds;

c.3) Acquisition of consumables, travel and services where directly necessary to the research project;

c.4) Expenditures directed to the infrastructure necessary to the research project;

c.5) Resources for the hiring, for the period of the research project, of researchers and technical support needed for research work associated with the research project;

c.6) Other items as specifically approved by the Scientific DirectorAdministrative and Technical Council of FAPESP.

3. Format for the Call for Research Proposals

a. Each Call for Research Proposals will invite Research Projects from researchers from institutions of higher education and research in the State of São Paulo.

b. Each proposal will have a Principal Investigator associated with an institution of higher education and research in the State of São Paulo.

c. The Principal Investigator should have a Ph.D. degree or equivalent and proven experience in the subject of the proposal.

d. For each Research Proposal selected, the cooperation between FAPESP, INTEL., and the institution of higher education and research in the State of São Paulo to which the Principal Investigator is associated will be determined by specific separate Terms and Conditions which will define:

d.1) The schedule of disbursements and financial reports;

d.2) The definition and timing of expected results at each stage of the project;

d.3) Clauses on Intellectual Property, commercial exploitation and confidentiality;

d.4) Term;

d.5) Legal venue.

e. The participation of INTEL, and/or its indicated scientists, in the approved projects will be discussed by FAPESP with the Principal Investigators of the selected proposals after the end of the selection procedure.

Annex III: FAPESP Procedures for review and selection of proposals

1. Proposals are received by FAPESP.

2. For the cases of proposals received due to Calls for Research Proposals issued by FAPESP, the proposals are analyzed by the Joint Steering Committee to examine their compliance with the terms of the Call for Proposals.

3. The compliant proposals are submitted to a panel called an “Area Coordination” of FAPESP at the Scientific Directorate of FAPESP, according to the predominant area of knowledge of the proposal, for the indication of reviewers.

3.1 Proposals with a budget of less than three hundred thousand Brazilian Reais require at least one reviewer. Above this budget value each proposal requires a minimum of three reviewers. A number of reviewers larger than the specified minimum can be used at “Area Coordination’s” discretion.

4. Once the reviews are issued by the reviewers, the proposals are submitted to the “Area Coordination” of the Scientific Directorate for the issuance of a recommendation of approval or non approval and, if approved, the suggested budget.

5. Proposals are then submitted to a second panel, called the “Adjunct Coordination”, for additional review regarding compliance with FAPESP’s regulations, consistence between reviews and recommendation by the “Area Coordination”. The “Adjunct Coordination” issues a recommendation regarding the approval and the budget, in case of a positive recommendation.

6. The JSC analyzes the proposal, the reviews, the recommendations by the “Area Coordination” and by the “Adjunct Coordination” and then issues a final recommendation to the Scientific Director.

7. The Scientific Director issues the decision for the proposal.